EXHIBIT 10.17
MASTER LEASE AGREEMENT
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THIS AGREEMENT, made this 3rd day of October, 1996, between POWERFONE,
INC. D/B/A NEXTEL COMMUNICATIONS, a Delaware Corporation, with its principal
offices located at 00000 Xxxxxx Xxxxxx, Xxxxx, XX 00000, hereinafter designated
"NEXTEL" and XXXXXX X. CROWN, d/b/a CROWN COMMUNICATIONS, with its principal
mailing address of Penn Center Xxxx XXX, Xxxxxxxx #0, Xxxxx 000, Xxxxxxxxxx, XX
00000, hereinafter designated "CROWN".
W I T N E S S E T H:
WHEREAS, CROWN owns or otherwise controls communications facilities
throughout Pittsburgh and the surrounding area;
WHEREAS, NEXTEL desires to lease space on certain communications
facilities owned or otherwise controlled by CROWN (hereinafter generally
referred to as "Leased Premises"); and
WHEREAS, CROWN and NEXTEL are desirous of establishing terms and
conditions which will apply to multiple sites located in the counties identified
in Exhibit "A" attached hereto which are to be leased by CROWN to NEXTEL.
NOW, THEREFORE, in consideration of the mutual covenants contained
herein and intending to be legally bound hereby, the parties hereto agree as
follows:
1. SITE LEASES
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1.1 SITE LEASE ACKNOWLEDGEMENTS. This Agreement contains the basic
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terms and conditions upon which each communications facility is leased by CROWN
to NEXTEL. That portion of each location wherein CROWN owns or otherwise
controls a communications facility which is leased by NEXTEL pursuant to this
Agreement will be individually referred to as a "Site." When the parties agree
on the particular terms for the lease of a Site, the parties will execute a Site
Lease Acknowledgement ("SLA") in the form attached hereto as Exhibit "B" which
describes the specific location, description and size of the Site for each
particular communications facility. If the communications facility is owned by
Xxxx Atlantic NYNEX Mobile, Inc. ("BANM"), the parties will enter into an SLA in
the form attached hereto as Exhibit "B-1". NEXTEL shall indicate its interest
in a particular property by completing and forwarding an executed SLA to CROWN.
The SLA shall become effective and become part of this Agreement upon its
execution by both CROWN and NEXTEL.
1.2 MINIMUM NUMBER OF SITES. NEXTEL is interested in leasing from
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CROWN the Sites set forth on Exhibit "C" attached hereto. Within 30 days of
the date first written above, NEXTEL shall deliver to CROWN executed SLAs for
each of the Sites set forth on Exhibit "C". CROWN shall use its best efforts to
provide SLAs for all Sites listed on Exhibit "C"and CROWN agrees to enter into
SLAs with NEXTEL for at least 60 Sites, whether or not those Sites are listed on
Exhibit "C", within 12 months of the date first written above, time being of the
essence. The parties agree that NEXTEL shall not be required to enter into an
SLA for a Site set forth on Exhibit "C" unless CROWN provides to NEXTEL a
signed SLA for said Site within 12 months of the date first written above.
For the purpose of this Agreement, the total number of SLAs actually entered
into by the parties as of the first anniversary of the date first written above
shall be designated as the Minimum Number of Sites. Regardless of the number
of SLAs actually entered into by the parties, in no event will the Minimum
Number of Sites exceed sixty (60).
1.3 USE OF ADDITIONAL SITES. Where a communications tower owned or
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otherwise controlled by CROWN in any of the counties identified in Exhibit "A"
is within a NEXTEL search area and meets NEXTEL's predetermined coverage
requirements, NEXTEL must request an SLA for such additional Sites provided
CROWN is able to make the given Site available within a mutually agreed upon
time period that meets NEXTEL's construction schedules. For purposes of this
Agreement, NEXTEL's predetermined coverage requirement shall include but not be
limited to Site location, height above ground level, antenna configuration and
radiation center. This requirement shall be effective only with respect to Sites
which have been identified to NEXTEL, through written notice by CROWN, prior to
NEXTEL entering into a binding agreement with a third party for the installation
of a communications facility within the applicable search area. If CROWN has so
identified a Site located within the applicable search area, CROWN shall have 30
days from receiving notice of NEXTEL's request for an SLA to notify NEXTEL
whether that Site is available for NEXTEL's purposes. In the event CROWN fails
to respond within said thirty (30) days, the Site will be deemed unavailable and
NEXTEL may proceed with a third party agreement. In connection with any
additional Sites, CROWN shall provide, at no charge to NEXTEL for a period of 30
days, access to the communications facility for the purpose of determining the
suitability of the Site. NEXTEL shall supply, at NEXTEL's expense, all equipment
and materials needed to conduct such tests. CROWN shall supply, at CROWN's
expense, the labor to install 1 antenna and 1 coaxial cable to conduct a
suitability test at each Site. Should NEXTEL fail to lease any additional Site
which is made available by CROWN pursuant to terms described in this provision,
then NEXTEL shall, for each such Site that NEXTEL fails to lease, immediately
commence paying CROWN, as liquidated damages, [*] per month which payments shall
continue until the expiration or termination of this Agreement. The parties
acknowledge that CROWN's damages as a result of NEXTEL's failure to lease any
such Site are difficult of ascertainment and the amount designated as liquidated
damages constitutes a reasonable liquidation thereof and not a penalty. The [*]
annual liquidated damage payment shall be adjusted on each Adjustment Date
according to the formula set forth in Section 4.2.
2
[*] Indicates where text has been omitted pursuant to a request for confidential
treatment. The omitted text has been filed with the Securities and Exchange
Commission separately.
2. USE
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The Site may be used by NEXTEL only for the installation, operation
and maintenance of unmanned radio communications equipment consistent with the
terms of the SLA. NEXTEL must, at NEXTEL's sole expense, comply with all laws,
orders, ordinances, regulations and directives of applicable federal, state,
county and municipal authorities or regulatory agencies including, without
limitation, the Federal Communications Commission ("FCC"). NEXTEL must operate
its equipment in a manner that does not interfere with the operations at the
communications facility or any other prior existing users of the communications
facility. CROWN agrees to cooperate with NEXTEL, at NEXTEL's expense, in
executing such documents or applications required in order for NEXTEL to obtain
such licenses, permits or other governmental approval needed for NEXTEL's
permitted use of the Site.
Notwithstanding the foregoing, CROWN shall obtain, at CROWN's expense,
any municipal permits necessary for the initial installation of the Site.
NEXTEL will maintain the Site in a reasonable condition and in a manner that
will not interfere with other uses of the communications facility.
3. TERM
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3.1 TERM OF AGREEMENT. The initial term of this Agreement shall be
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ten (10) years commencing on the date first written above. The term of this
Agreement will be automatically renewed for two (2) additional terms of five (5)
years each unless NEXTEL provides CROWN with notice of intention not to renew
not less than six (6) months prior to the expiration of the then current term.
3.2 TERM OF SLA. Each property leased by CROWN to NEXTEL pursuant to
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an SLA shall be leased for an initial term of five (5) years with the
commencement date as of the first (1st) day of the month following the
completion of installation of NEXTEL's antennas and coaxial at the Site
("Commencement Date"). The term of each particular SLA shall automatically be
extended for up to three (3) additional five (5) year terms unless NEXTEL
terminates it at the end of the then current term by giving CROWN written notice
of the intent to terminate at least six (6) months prior to the end of the then
current term; provided, however, that the term of all SLAs shall immediately
terminate upon the termination or expiration of this Agreement. Notwithstanding
the foregoing, if CROWN's rights in the Site are derived from a prime lease or
other agreement with a third party and such prime lease or other agreement has a
shorter term or extension terms than those provided for under this paragraph,
then NEXTEL's right to extend any particular supplement shall only be for as
long as CROWN retains its interest in the same applicable property pursuant to
said prime lease or other agreement.
4. FEES
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4.1 RENTAL PAYMENTS. The annual rental shall be paid in equal
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installments beginning on the Commencement Date and continuing on the first day
of each and every month thereafter. Payments shall be made to CROWN, or such
other person, firm or place as CROWN may, from time to time, designate in
writing at least thirty (30) days in advance of any rental payment date.
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The amount of the annual rental shall be that amount designated on the
applicable SLA. The rental amounts for an SLA shall be calculated according to
the schedule set forth in Exhibit "D" attached hereto which amounts shall be
adjusted on each Adjustment Date according to the formula set forth in Section
4.2. In the event that NEXTEL, at any time during this Agreement, is utilizing
less than the Minimum Number of Sites, NEXTEL agrees to pay annual rental to
CROWN for the total number of Sites representing the difference between the
Minimum Number of Sites and the actual number of Sites being leased by NEXTEL.
The annual rental payment for each such Site shall equal the annual rental
payment paid by NEXTEL for the lease of a CROWN Site having up to three (3)
antenna placements at each of those respective Sites, as calculated pursuant to
the schedule set forth in Exhibit "D" plus annual adjustments as identified in
Section 4.2. It is understood that NEXTEL shall make no payments to CROWN for
utilizing less than the Minimum Number of Sites until the passage of ninety (90)
consecutive days during which there are fully executed SLAs for less than the
Minimum Number of Sites. Upon the expiration of said ninety (90) day period,
NEXTEL shall immediately commence making the annual rental payments to CROWN as
described above.
4.2. FEE ADJUSTMENT. The annual rental and other fees identified in
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this Agreement shall be adjusted (collectively "Adjusted Fee") on the first
anniversary on the date of this Agreement and every annual anniversary
thereafter ("Adjustment Date") by the following formula:
[*]
4
[*] Indicates where text has been omitted pursuant to a request for confidential
treatment. The omitted text has been filed with the Securities and Exchange
Commission separately.
[*]
4.3 ADDITIONAL RENT. NEXTEL shall pay as additional rent any
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increase in taxes or other assessment, including but not limited to real estate
taxes, levied against the Leased Premises which are attributable to the
improvements, or portions thereof, that are constructed or installed by or on
behalf of NEXTEL. CROWN will provide reasonable documentation of real estate
taxes attributable to the improvements, or portions thereof, that are
constructed or installed by or behalf of NEXTEL.
4.4 SITE DEVELOPMENT FEE. Following the full execution of an SLA,
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CROWN shall send with the SLA its invoice to NEXTEL requesting payment of a Site
Development Fee in the amount of [*] for the services provided by CROWN as
described in Exhibit "E" attached hereto. Payment of the Site Development Fee
shall be made by NEXTEL within thirty (30) days from receipt of CROWN's invoice.
The [*] Site Development Fee shall be adjusted on each Adjustment Date pursuant
to the formula set forth in Section 4.2.
4.5 INTEREST. Any fee not paid within ten (10) business days of when
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due may, at CROWN's option, bear interest until paid at the lesser of:
4.5.1 The rate of 10 percent per annum; or
4.5.2 The maximum rate allowed under the laws of the Commonwealth
of Pennsylvania.
4.6 OTHER AMOUNTS. Any sums due to CROWN under this Agreement which
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are not specifically defined as "Fees" are deemed additional fees and are
subject to the interest charges, late fees and adjustments as specified herein
and in the other provisions of this Agreement which address fees.
5. ADDITIONAL CONSIDERATION
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As additional consideration for this Agreement, NEXTEL agrees to
provide CROWN service credits for NEXTEL's digital wireless communications
system of up to [*] per month. Said service credits are exclusive of any
long distance or roaming charges. Said service credits shall also be exclusive
of any salesman service credits that may be provided to CROWN
5
[*] Indicates where text has been omitted pursuant to a request for confidential
treatment. The omitted text has been filed with the Securities and Exchange
Commission separately.
or to CROWN Mobile Systems, Inc. by NEXTEL. The [*] monthly service
credits shall be adjusted, based on an annual service credit rate of [*],
on each Adjustment Date pursuant to the formula set forth in Section 4.2. The
service credits set forth herein are not cumulative. The unused portion of the
monthly service credit, if any, will not be carried over the subsequent months.
The service credits described above are for CROWN or CROWN's affiliates business
use only. CROWN is not permitted to resell the service credits.
6. ACCESS
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NEXTEL shall have free access during the term of an SLA to the Site
twenty-four (24) hours per day, seven (7) days per week. NEXTEL acknowledges
that the foregoing access rights are subject to any limitations evidencing the
underlying real estate interests to the communications facility. In the event
NEXTEL, its agents or contractors perform any work at a Site, CROWN will be
guaranteed by NEXTEL that CROWN will not experience any down time in operation
or any other operations at the communications facility and NEXTEL will indemnify
and reimburse CROWN for any and all claims of liability or losses by any third
party resulting from any such down time in operation and any actual damages or
losses sustained by CROWN resulting from any such down time in operation
directly attributable to NEXTEL's work at a Site. CROWN shall furnish NEXTEL
with necessary devices for the purpose of ingress and egress to the said Site
and communications facility. It is agreed, however, that only authorized
engineers, employees or properly authorized contractors of NEXTEL or persons
under their direct supervision will be permitted to enter said Site. NEXTEL
will retain ownership of all buildings, equipment and appurtenances NEXTEL
installs at any Site; provided, however, that the removal of said equipment will
not structurally affect the integrity of any structures.
7. IMPROVEMENTS AND CONSTRUCTION
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7.1 APPROVED COMMUNICATIONS FACILITY. NEXTEL has the right, at
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NEXTEL's sole cost and expense, to erect, maintain, replace and operate at the
Site, only that communications facility specified on the SLA. It is understood
that NEXTEL shall have the right at each and every Site, subject to compliance
with the terms of this Agreement and particularly those set forth in this
Section, to replace the equipment described in an SLA with similar and
comparable equipment so long as: (a) there is no greater wind loading,
structural loading, size, weight or height; and (b) the equipment operates at
the frequency or range of frequencies designated in the applicable SLA, or at
the frequency or range of frequencies identified in NEXTEL's current licenses or
successor licenses thereto, for the transmission of wireless communications
signals of that given Site. It is understood that any such replacement
equipment must be frequency compatible with then existing uses of the Site and
that any change in frequency shall not adversely impact the business of CROWN,
as determined within CROWN's sole discretion. Prior to commencing any
installation or material alteration of a communications facility and prior to
accessing the communications tower structure for any reason whatsoever, NEXTEL
must obtain
6
[*] Indicates where text has been omitted pursuant to a request for confidential
treatment. The omitted text has been filed with the Securities and Exchange
Commission separately.
CROWN's approval of:
7.1.1 NEXTEL's plans for installation or alteration work; and
7.1.2 The identity of the contractor performing the installation
or material alteration or in any way accessing the tower
structure itself.
CROWN's approval must not be unreasonably withheld or delayed. All of NEXTEL's
installation and alteration work must be performed:
7.1.3 At NEXTEL's sole cost and expense;
7.1.4 In a good and workmanlike manner, using the care and skill
ordinarily used by members of the profession practicing
under similar conditions at the same time and in the same
geographic area;
7.1.5 In accordance with applicable building codes and the
provisions of Exhibit "F" attached hereto; and
7.1.6 Must not adversely affect the structural integrity or
maintenance of the Site or any structure on or use of the
Leased Premises.
Any structural alterations to a structure on the Leased Premises must
be designed, at NEXTEL's sole cost and expense, by a structural engineer
licensed in the jurisdiction where the Site is located. Notwithstanding the
foregoing, for any structural alterations on a tower, such structural engineer
must either be approved by the tower manufacturer or by CROWN. For structural
alterations requiring a municipal permit, the structural engineer must be
satisfactory to the local municipality.
Following the initial installation of a Site, any installation,
maintenance, material alteration or removal of equipment at a Site by NEXTEL and
any activities whatsoever requiring access to a tower structure, must be
performed by a contractor reasonably acceptable to Lessor (which acceptance may
specifically include a requirement that all such contractors provide to CROWN,
in advance of any such Work) certificates of insurance consistent with the
provisions of this Agreement). CROWN's consent thereto shall not be
unreasonably withheld or delayed. In the event that the Independent Contractor
Agreement between the parties has expired or terminated and CROWN, therefore,
does not perform such work, NEXTEL must engage CROWN's project manager to
monitor, inspect and approve all activities performed by or on behalf of NEXTEL
at the initial rate of [*] per hour not to exceed a total of [*] per
Site for any given installation, maintenance or material alteration project.
The hourly rate and the maximum charge for the project manager shall be adjusted
on each Adjustment Date pursuant to the formula set forth in Section 4.2.
Notwithstanding anything to the contrary contained in this Agreement,
7
[*] Indicates where text has been omitted pursuant to a request for confidential
treatment. The omitted text has been filed with the Securities and Exchange
Commission separately.
CROWN, with respect to any work to be performed at a Site, shall have the right
of first refusal to meet any bona fide bid selected by NEXTEL for the
performance of such work upon the same terms and conditions as set forth in the
bid. CROWN shall have seven (7) business days after the receipt of such bid to
notify NEXTEL whether CROWN intends to meet such bid and perform the work in
accordance with the bid. In the event CROWN does not notify NEXTEL within such
time, NEXTEL may proceed to contract with said bidder subject to CROWN's
approval as set forth above.
Said erection, maintenance, replacement and operation will in no way
damage or interfere with CROWN's use of or any other operations at the
communications facility. If damage or interference is caused by NEXTEL and
NEXTEL fails to make such repairs immediately after notice by CROWN, CROWN may
make the repairs and the reasonable costs thereof shall be payable to CROWN by
NEXTEL on demand. If NEXTEL does not make payment to CROWN within thirty (30)
days after such demand, CROWN shall have the right to immediately terminate the
applicable SLA. . No materials may be used in the installation of the antennas
or transmission lines that will cause corrosion or rust or deterioration of the
tower structure or its appurtenances.
7.2 LIENS. NEXTEL must keep the Site free from any liens arising
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from any work performed, materials furnished or obligations incurred by or at
the request of NEXTEL. If any lien is filed against the Site as a result of
the acts or omissions of NEXTEL's employees, agents or contractors, NEXTEL must
discharge the lien or bond the lien off in a manner reasonably satisfactory to
CROWN within thirty (30) days after NEXTEL receives written notice from any
party that the lien has been filed. If NEXTEL fails to discharge or bond any
lien within such period, then, in addition to any other right or remedy of
CROWN, CROWN may, at CROWN's election, discharge the lien by either paying the
amount claimed to be due or obtaining the discharge by deposit with a court or a
title company or by bonding. NEXTEL must pay on demand any amount paid by CROWN
for the discharge or satisfaction of any lien, and all reasonable attorneys'
fees and other legal expenses of CROWN incurred in defending any such action or
in obtaining the discharge of such lien, together with all necessary
disbursements in connection therewith.
7.3 WAIVER OF CROWN'S LIEN.
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7.3.1 CROWN waives any lien rights it may have concerning NEXTEL
improvements which are deemed NEXTEL's personal property
and not fixtures and NEXTEL has the right to remove the
same at any time without CROWN's consent.
7.3.2 CROWN acknowledges that NEXTEL has or may enter into a
financing arrangement including promissory notes and a
financial and security agreement ("Financing Agreement")
for the financing of the NEXTEL improvements at the Sites
(the "Collateral") with a third party or parties (the
"Financing Entity"). In connection therewith, CROWN (i)
consents to the installation of the Collateral; (ii)
disclaims any interest in the
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Collateral, as fixtures or otherwise; and (iii) agrees
that the Collateral shall be exempt from execution,
foreclosure, sale, levy, attachment, or distress for any
Rent due or to become due and that such Collateral may be
removed at any time without recourse to legal proceedings.
NEXTEL agrees to notify CROWN in writing that NEXTEL has
entered into the Financing Agreement and of the identity
of the Financing Entity. Any removal of property made
pursuant to this Section 7.3 shall be made consistent with
the provisions of this Agreement.
7.4 POSSESSION. Taking possession of the Site by NEXTEL is
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conclusive evidence that NEXTEL:
7.4.1 Accepts the Site as suitable for the purposes for which
they are leased;
7.4.2 Accepts the Site and any structure on the Site and every
part and appurtenance thereof AS IS, with all faults; and
7.4.3 Waives any claims against CROWN in respect of defects in
the Site or the Leased Premises and its appurtenances,
their habitability or suitability for any permitted
purposes, except:
7.4.3.1 If otherwise expressly provided hereunder;
7.4.3.2 If resulting from the negligence or willful
misconduct of CROWN, CROWN's employees, agents or
contractors;
7.4.3.3 If resulting from any known claim by a third
party not identified by CROWN in CROWN's
representations under this Agreement; or
7.4.3.4 If CROWN had actual or constructive knowledge or
should have known of defects and did not disclose
those defects to NEXTEL.
For the purposes of this provision, NEXTEL is deemed to take
possession upon the Commencement Date of the respective SLA. Conducting tests
and inspections on the Site is not the commencement of construction.
8. INTERFERENCE
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NEXTEL agrees to have installed transmitting and receiving equipment
of the type and frequency which will not cause measurable interference as
defined by the FCC to CROWN and/or, other users of the premises. In the event
NEXTEL's equipment causes such interference, NEXTEL will take all steps
necessary to correct and eliminate the interference within forty-eight (48)
hours of the transmittal by CROWN via facsimile, or other notice defined in this
Agreement, to NEXTEL's Director of Network Engineering. CROWN agrees that any
future tenants of the Leased Premises who take possession after the date of
execution of any SLA will have installed transmitting and receiving equipment of
the type and frequency which will not cause measurable interference to NEXTEL as
defined by the FCC. In addition, CROWN agrees that any existing tenants at any
Sites will continue to use their existing equipment in such a manner as to not
cause measurable interference to NEXTEL and not allow any existing user to add
new equipment that would cause measurable interference to NEXTEL. In the event
any equipment of any future tenant, and any current tenant to the extent the
current tenant's equipment is malfunctioning or is different or being operated
differently from when NEXTEL installed its equipment, of the communications
facility causes interference, CROWN will see that said tenant takes all steps
necessary to correct and eliminate the interference within forty-eight (48)
hours of the transmittal by NEXTEL via facsimile, or other notice defined in
this Agreement, to CROWN and that said tenant ceases operation until said
interference is eliminated.
9. INDEMNIFICATION
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NEXTEL shall indemnify and hold CROWN and all subsidiary companies and
affiliates harmless against any claim of liability or loss from bodily injury
and/or property damage resulting from or arising out NEXTEL's and/or any of its
subcontractors', servants', agents' or invitees' use or occupancy of the Site,
including but not limited to any claim of liability or loss associated with any
Environmental Hazards as defined in this Agreement, excepting, however, such
claims or damages as may be due to or caused by the negligence or willful
misconduct of CROWN, or its subcontractors, servants, agents or invitees. If
CROWN is made a party to any litigation commenced by or against NEXTEL for any
of the above reasons, then NEXTEL shall protect and hold CROWN harmless and pay
all costs, penalties, charges, damages, expenses and reasonable attorneys' fees
incurred or paid by CROWN in connection therewith.
CROWN shall indemnify and hold NEXTEL and all subsidiary companies and
affiliates harmless against any claim of liability or loss from bodily injury
and/or property damage resulting from or arising out CROWN's and/or any of its
subcontractors', servants', agents' or invitees' use or occupancy of the Site,
including but not limited to any claim of liability or loss associated with any
Environmental Hazards as defined in this Agreement, excepting, however, such
claims or damages as may be due to or caused by the negligence or willful
misconduct of NEXTEL, or its subcontractors, servants, agents or invitees. If
NEXTEL is made a party to any litigation commenced by or against CROWN for any
of the above reasons, then CROWN shall protect and hold NEXTEL harmless and pay
all costs, penalties, charges, damages, expenses and reasonable attorneys' fees
incurred or paid by NEXTEL in connection therewith.
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10. INSURANCE
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NEXTEL shall maintain at its expense throughout the term of this
Agreement, general liability insurance with a combined single limit of Ten
Million ($10,000,000.00) Dollars for bodily injury and property damage.
Coverage shall include Independent Contractors Liability. At execution of this
Agreement, NEXTEL shall provide a Certificate of Insurance to CROWN, evidencing
CROWN as an additional insured and which shall contain a provision for thirty
(30) day notice of cancellation or material change to CROWN. NEXTEL shall also
maintain Auto Liability insurance in an amount no less than One Million
($1,000,000.00) Dollars combined single limit for bodily injury and/or property
damage. NEXTEL must also maintain statutory Workers' Compensation Insurance and
Employee's Liability for the statutory limit but in no event less than One
Million ($1,000,000.00) Dollars.
All insurers will be rated AX(10) or better and must be licensed to do
business in the jurisdiction where the respective Sites are located. The
provision of insurance required in this Agreement shall not be construed to
limit or otherwise affect the liability of NEXTEL.
NEXTEL will not do or permit to be done in or about the Leased
Premises nor bring or keep or permit to be brought to the Leased Premises
anything that: (a) is prohibited by any insurance policy carried by CROWN
covering the Site, any improvements thereon, or the Leased Premises; or (b) will
increase the existing premiums for any such policy beyond that contemplated for
the addition of NEXTEL's communications facility. CROWN acknowledges and agrees
that the installation of NEXTEL's communications facility upon the Leased
Premises in accordance with the terms and conditions of this Agreement will be
considered within the underwriting requirements of any of CROWN's insurers and
such premiums contemplate the addition of the communications facility.
The parties hereby waive any and all rights of action for negligence
against the other which may hereafter arise on account of damages to the
premises or Site resulting from any fire, or other casualty of the kind covered
by standard fire insurance policies, regardless of whether or not, or in what
amounts, such insurance is now or hereafter carried by the parties, or either of
them. NEXTEL and CROWN shall each obtain a Waiver of Subrogation from their
respective insurance companies in which said insurance companies also waive
their respective rights to recover.
11. SURRENDER OF PREMISES
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NEXTEL, upon termination of the Agreement or the applicable SLA, shall
have removed its equipment, personal property and all fixtures and have restored
the Site to its original condition, reasonable wear and tear excepted. If such
time for removal causes NEXTEL to remain on the Site after termination of this
Agreement or the applicable SLA, NEXTEL shall pay rent at one and one-half times
the then existing annual rate until such time as the removal of the
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equipment, personal property and all fixtures are completed. Nothing in this
provision shall be construed as providing NEXTEL the right to hold over and
CROWN, immediately upon the termination or expiration of the Agreement or the
applicable SLA, shall have the right to evict NEXTEL from the Leased Premises.
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12. COVENANTS AND WARRANTIES
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12.1 CROWN. CROWN warrants, with respect to each particular SLA
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that:
12.1.1 CROWN, or the entity for which CROWN possesses the
management rights, owns good, marketable fee simple
title, has a good and marketable leasehold interest, has
the right as a manager or has a valid license or easement
in the land on which the Site is located and has the
right of access thereto.
12.1.2 CROWN will not permit or suffer the installation and
existence of any other improvement upon the structure or
land of which the Site is a portion if such improvement
materially interferes with transmission or reception by
NEXTEL's communications facility;
12.1.3 The Leased Premises, to the best knowledge of CROWN, is
not contaminated by any Environmental Hazards as defined
below;
12.1.4 Telephone service and electrical service are available to
NEXTEL at each and every Site with the understanding that
NEXTEL will pay for utility services needed to operate
its communications facility; and
12.1.5 CROWN will keep, at CROWN's expense, the communications
tower structure in good repair as required by law and
applicable state and local codes and regulations and
shall also comply with all rules and regulations enforced
by the FCC and FAA with regard to the lighting, marking
and painting of towers and CROWN will keep, at CROWN's
expense, the equipment building structure in good repair.
12.2 NEXTEL. NEXTEL warrants, with respect to each particular SLA
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that:
12.2.1 NEXTEL will maintain the antennas, transmission lines and
other appurtenances in proper operating condition and
maintain same as to appearance and safety; and
12.2.2 All installations and operations by NEXTEL in connection
with this Agreement shall meet with all applicable rules
and regulations of the FCC and all applicable codes and
regulations of the municipality, county and state
concerned. CROWN specifically assumes no responsibility
for the licensing, operation and/or maintenance of
NEXTEL's radio equipment.
12.3 MUTUAL. Each party represents and warrants to the other party:
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12.3.1 It has full right, power and authority to make this
Agreement and to enter into the SLAs;
12.3.2 The making of this Agreement and the performance thereof
will not violate any laws, ordinances, restrictive
covenants, or other agreements under which such party is
bound;
12.3.3 That such party is qualified to do business in any states
in which the Sites are located; and
12.3.4 All persons signing on behalf of such party were
authorized to do so by appropriate corporate or
partnership action.
12.5 NO BROKERS. CROWN and NEXTEL represent to each other that
----------
neither has had any dealings with any real estate brokers or agents in
connection with this Agreement.
13. CASUALTY OR CONDEMNATION
------------------------
13.1 CASUALTY. If there is a casualty to any structure upon which a
--------
NEXTEL communications facility is located, CROWN must within ninety (90) days
repair or restore the structure. During said period of repair or restoration,
all rent and other fees identified in this Agreement applicable to that Site
shall be abated. Upon completion of such repair or restoration, NEXTEL is
entitled to reinstall NEXTEL's communications facility. In the event such
repairs or restoration will reasonably require more than ninety (90) days to
complete, NEXTEL is entitled to terminate the applicable SLA upon thirty (30)
days prior written notice.
13.2 CONDEMNATION. If there is a condemnation of the Site, including
------------
without limitation a transfer of the Site by consensual deed in lieu of
condemnation, then the SLA for the condemned Site will terminate upon transfer
of title to the condemning authority, without further liability to either party
under this Agreement. NEXTEL is entitled to pursue a separate condemnation
award for NEXTEL's communications facility from the condemning authority.
14. DEFAULT
-------
14.1 NEXTEL'S DEFAULT. The occurrence of any one or more of the
----------------
following events constitutes an "event of default" by NEXTEL under this
Agreement:
14.1.2 If NEXTEL fails with respect to a total of five (5) or
more Sites to pay any fee or other sums payable by NEXTEL
within twenty (20) business days of NEXTEL's receipt of
written request for payment:
14
14.1.3 Breach of any representation, warranty or covenant set
forth in this Agreement including any SLA, with the
exception of the non-payment of any fee or other sums by
NEXTEL, which is not cured within thirty (30) days of
receipt of written notice, except such thirty (30) day
cure period will be extended as reasonably necessary to
permit NEXTEL to complete the cure so long as NEXTEL
commences the cure within such thirty (30) day period and
thereafter continuously and diligently pursues and
completes such cure;
14.1.4 If any petition is filed by or against NEXTEL, under any
section or chapter of the present or any future federal
Bankruptcy Code or under any similar law or statute of
the United States or any state thereof (and with respect
to any petition filed against NEXTEL, such petition is
not dismissed within ninety (90) days after the filing
thereof), or NEXTEL is adjudged bankrupt or insolvent in
proceedings filed under any section or chapter of the
present or any future Bankruptcy Code or under any
similar law or statute of the United States or any state
thereof;
14.1.5 If a receiver, custodian or trustee is appointed for
NEXTEL or for any of the assets of NEXTEL and such
appointment is not vacated within sixty (60) days of the
date of appointment;
14.1.6 If NEXTEL becomes insolvent or makes a transfer in fraud
of creditors; or
14.1.7 If NEXTEL's equipment is found to be interfering as
described in this Agreement and said interference is not
timely corrected as provided herein.
14.2 CROWN'S REMEDIES. If an event of default occurs, CROWN (without
----------------
notice or demand except as expressly required above) may terminate this
Agreement including applicable SLAs, in which event NEXTEL will immediately
surrender the Sites to CROWN. NEXTEL will become liable for damages equal to
the total of:
14.2.1 The actual costs of recovering the Sites;
14.2.2. The fee earned as of the date of termination, plus
interest thereon from the date due until paid;
14.2.3. The amount by which any fees and other benefits that
CROWN would have received under the applicable SLAs for
the remainder of the term under the applicable SLA after
the time of award subject to CROWN's duty to mitigate
damages as set forth below;
14.2.4. All other sums of money and damages owing by NEXTEL to
15
CROWN.
CROWN may elect any one or more of the foregoing remedies with respect
to this Agreement or to any particular SLA.
14.3 CROWN'S DEFAULT. If CROWN is in breach of any representation,
---------------
warranty or covenant set forth in this Agreement and such breach is not cured
within thirty (30) days of receipt of written notice thereof, except such thirty
(30) day cure period will be extended as reasonably necessary to permit CROWN to
complete the cure so long as CROWN commences the cure within such thirty (30)
day period and thereafter continuously and diligently pursues and completes such
cure, NEXTEL may, in addition to any other remedy available at law or in equity,
at NEXTEL's option upon written notice:
14.3.1 Terminate the applicable SLA; or
14.3.2 Incur any expense reasonably necessary to perform the
obligation of CROWN specified in such notice and invoice
CROWN for the actual expenses, together with interest as
set forth herein from the date named. Any invoice shall
be accompanied by documentation reasonably detailing
actual expenses. If CROWN fails to reimburse the costs
within thirty (30) days of receipt of written notice,
then NEXTEL is entitled to offset and deduct such
expenses from the fees or other charges next becoming due
under any SLA.
NEXTEL may elect any one or more of the foregoing remedies with
respect to any particular SLA.
14.4. DUTY TO MITIGATE DAMAGES. CROWN and NEXTEL shall endeavor in
------------------------
good faith to mitigate damages arising under this Agreement.
15. ENVIRONMENTAL MATTERS
---------------------
CROWN represents and warrants that to the best of CROWN's knowledge
there are no Environmental Hazards on any Site. Nothing in this Agreement or in
any SLA will be construed or interpreted to require that NEXTEL remediate any
Environmental Hazards located at any Site unless NEXTEL or NEXTEL's officers,
employee, agents or contractors placed the Environmental Hazards on the Site.
NEXTEL will not bring to, transport across or dispose of any
Environmental Hazards on any particular Leased Premises or Site without CROWN's
prior written approval, which approval
16
shall not unduly be withheld or delayed. NEXTEL's use of any approved substances
constituting Environmental Hazards must comply with all applicable laws,
ordinances and regulations governing such use.
The term "Environmental Hazards" means hazardous substances, hazardous
wastes, pollutants, asbestos, polychlorinated biphenyl (PCB), petroleum or other
fuels (including crude oil or any fraction or derivative thereof) and
underground storage tanks. The term "hazardous substances" shall be defined in
the Comprehensive Environmental Response, Compensation, and Liability Act, and
any regulations promulgated pursuant thereto. The term "pollutants" shall be as
defined in the Clean Water Act, and any regulations promulgated pursuant
thereto. This Section shall survive termination of the Agreement and any
particular SLA.
16. COVENANT OF QUIET ENJOYMENT
---------------------------
CROWN covenants that NEXTEL, on paying the rent and performing all the
terms, covenants and conditions of this Agreement, shall peaceably and quietly
have, hold and enjoy the Leased Premises.
17. ENTIRE AGREEMENT
----------------
It is agreed and understood that this Agreement, including all SLAs,
contain all the agreements, promises and understandings between CROWN and NEXTEL
and that no verbal or oral agreements, promises or understandings shall be
binding upon either CROWN or NEXTEL in any dispute, controversy or proceeding at
law, and any addition, variation or modification to this Agreement shall be void
and ineffective unless made in writing signed by the parties.
18. GOVERNING LAW
-------------
The laws of the Commonwealth of Pennsylvania, disregarding conflict of
law principles, shall govern this Agreement. Further, each party submits to the
jurisdiction of any federal or commonwealth court sitting in Allegheny County,
Pennsylvania.
19. ASSIGNMENT
----------
This Agreement may not be sold, subleased, assigned or transferred by
NEXTEL without prior approval or consent of CROWN; provided, however, that
NEXTEL may assign its interest to its parent company, any subsidiary or
affiliate or to any successor-in-interest or entity acquiring 51% or more of its
stock or assets, subject to Motorola's and/or NTFC's interest, if any, in this
Agreement and so long as any such purchaser, sublessee, assignee or transferee
has
17
a net worth of at least $25,000,000.00 as defined by generally accepted
accounting principles. It is understood that any such assignment shall not
relieve NEXTEL of any liability for performance of this Agreement. NEXTEL
acknowledges that POWERFONE, INC. d/b/a NEXTEL COMMUNICATIONS is the current
holder of all FCC licenses for the counties identified in Exhibit "A" . As to
other entities, this Agreement may not be sold, subleased, assigned or
transferred, in whole or in part, without the written consent of CROWN, for any
purpose, which consent may be withheld in CROWN'S absolute discretion.
CROWN consents to the assignment by NEXTEL of this Agreement to the
Financing Entity described in Paragraph 7.3 above as security for the payment of
all indebtedness and performance of obligations under the Financing Agreement;
provided that, such assignment shall not constitute assumption by the Financing
Entity of any obligations under this Agreement unless and until the Financing
Entity elects to assume NEXTEL's rights and obligations herein in the event
NEXTEL defaults under the Financing Agreement or any agreement with the
Financing Entity related thereto. In such event, the Financing Entity may, but
shall have no obligation to take in its name or in the name of NEXTEL or
otherwise, such actions as the Financing Entity may, at any time or from time to
time deem necessary to utilize the Premises. NEXTEL hereby irrevocably
authorizes CROWN to accept such performance by the Financing Entity. Any such
assignment does not relieve NEXTEL of any liabilities or obligations for
performance identified in this Agreement.
20. SEVERABILITY
------------
If any provision of this Agreement or any SLA is invalid or
unenforceable with respect to any party, the remainder of this Agreement, or the
application of such provision to persons other than those as to whom it is held
invalid or unenforceable, is not to be affected and each provision of this
Agreement is valid and enforceable to the fullest extent permitted by law.
21. NO WAIVER
---------
No provision of this Agreement will be deemed to have been waived by
either party unless the waiver is in writing and signed by the arty against whom
enforcement is attempted. The rights granted in this Agreement are cumulative
of every other right or remedy that the enforcing party may otherwise have at
law or in equity or by statute and the exercise of one or more rights or
remedies will not prejudice or impair the concurrent or subsequent exercise of
other rights or remedies.
22. REPRESENTATION
--------------
18
The parties acknowledge and agree that they have been represented by
counsel and that each of the parties has participated in the drafting of this
Agreement. Accordingly, it is the intention and agreement of the parties that
the language, terms and conditions of this Agreement are not be construed in any
way against or in favor of any party hereto by reason of the responsibilities in
connection with the preparation of this Agreement.
23. NOTICES
-------
Any notice or demand required to be given in this Agreement shall be
made by certified mail, return receipt requested, or reliable overnight
courier, to the address of the other party set forth below:
As to NEXTEL: NEXTEL Communications
00000 Xxxxxx Xxxxxx
Xxxxx, XX 00000
Attention: _________________________
WITH A COPY TO: NEXTEL Communications, Inc.
0000 Xxxx Xxxxxx Xxxxx
XxXxxx, XX 00000
Attention: Contracts Manager
As to CROWN: Xxxxxx X. Crown
Crown Communications
Xxxx Xxxxxx Xxxx XXX
Xxxxx 000
Xxxxxxxxxx, XX 00000
Any such notice or demand is deemed received three (3) business days
following deposit in the United States Mails addressed as required above. CROWN
or NEXTEL may from time to time designate any other address for this purpose by
giving written notice to the other party.
24. BINDING EFFECT
--------------
This Agreement shall extend to and bind the heirs, personal
representatives, successors
19
and assigns of the parties hereto. The parties further agree that all of the
provisions in this Agreement shall affect and bind any and all tenants or
occupants of the Site who come upon the same through or by agreement with either
party. Each party shall be fully responsible to ensure that any and all tenants
or occupants of the Site who come upon the same through or by agreement with
that party comply with all of the terms and provisions of this Agreement and
such party shall be fully liable and responsible for any breaches of this
Agreement by its tenants or occupants.
25. PRIME LEASE AGREEMENT
---------------------
The Parties acknowledge that CROWN's rights in the Site may be derived
from a separate agreement with a third party hereinafter referred to generally
as a "Prime Lease Agreement" in which CROWN or BANM is lessee, grantee or
licensee therein. If this is the case, a copy of said Prime Lease Agreement
shall be attached as Exhibit "2" to the SLA, and the following provisions shall
be applicable. In the event approval of the prime lessor, grantor or licensor
is required in the Prime Lease Agreement, the effectiveness of any SLA
concerning such property shall be specifically subject to the obtaining of such
approval. Further, all the terms, conditions and covenants contained in this
Agreement shall be specifically subject to and subordinate to the terms and
conditions of any Prime Lease Agreement affecting the Site which is the subject
of the particular SLA. In the event any of the provisions of the Prime Lease
Agreement supersede or contradict the terms of this Agreement, such terms of
this Agreement shall be deemed deleted or superseded to the extent of the
contradiction as applicable to the space utilized by NEXTEL. Further, NEXTEL
agrees to be bound by and agrees to perform all the acts and responsibilities
required of the lessee, grantee or licensee pursuant to the Prime Lease
Agreement as are applicable to the access and occupancy of the premises utilized
by NEXTEL. Lastly, in the event the Prime Lease Agreement terminates for any
reason, the SLA relating to the Site covered by said Prime Lease Agreement,
shall be deemed to have terminated effective the date of the termination of the
Prime Lease Agreement. In the event a Prime Lease Agreement is terminated as
the result of CROWN's breach thereof, CROWN shall refund to NEXTEL a portion of
the Site Development Fee and a portion of the Fixed Fee for Site Development as
set forth in Exhibit "B to the Independent Contractor Agreement ("Fixed Fee")
paid by NEXTEL calculated as follows: The Site Development Fee and the Fixed
Fee multiplied by a fraction wherein the denominator is 120 and the numerator is
120 minus the number of months that NEXTEL utilized the Site.
26. TERMINATION
-----------
In the event any previously approved zoning or governmental permit
affecting the use of the property as a communications facility is withdrawn or
terminated, the SLA relating to the property covered by said permit or approval
shall be deemed to have been terminated effective the date of the termination of
the permit or approval. In addition to any other rights to terminate
20
an SLA, CROWN has the right to terminate an SLA and all of NEXTEL's right to the
premises leased pursuant to the SLA if any equipment placed on the Site by
NEXTEL unreasonably interferes with any equipment located on said Leased
Premises and NEXTEL fails to resolve such interference problem as provided
above.
27. SUPERSEDES
----------
This Agreement revokes and supersedes any other oral or written
agreements between the parties, whether or not in writing, that pertain to the
subject matter described herein.
28. NON-DISCLOSURE
--------------
The parties agree that without the express written consent of the
other party, neither party shall reveal, disclose or promulgate to any third
party the terms of this Agreement or any portion thereof, except to such third
party's auditor, accountant or attorney or to a governmental agency if required
by regulation, subpoena or government order to do so.
29. THIRD PARTIES
-------------
Any obligations imposed on NEXTEL in this Agreement shall be equally
and fully applicable to any other third parties that NEXTEL brings on to the
property or comes upon the property through or under the authority of NEXTEL.
Any breach by such other third parties shall be deemed a breach by NEXTEL under
this Agreement and NEXTEL shall be fully liable and responsible to CROWN
pursuant to the terms of this Agreement for such breach.
IN WITNESS WHEREOF, the parties hereto have set their hands and
affixed their respective seals the day and year first above written.
ATTEST: POWERFONE, INC.
d/b/a NEXTEL COMMUNICATIONS
[Illegible signature] By: /s/ Xxx Xxxxxxx
-------------------------------- -----------------------------------
Title: President
-----------------
21
WITNESS: XXXXXX X. CROWN
d/b/a CROWN COMMUNICATIONS
/s/ Xxxxxxx Xxxxxx By: /s/ Xxxxxx X. Crown
-------------------------------- ----------------------------------
Owner
22
EXHIBIT "A" to the Master Lease Agreement
COUNTIES ENCOMPASSED BY
-----------------------
MASTER TOWER LEASE AGREEMENT
----------------------------
PENNSYLVANIA WEST VIRGINIA
------------ -------------
Allegheny Xxxxxxx
Xxxxxxxxx Doddridge
Xxxxxx Xxxxxx
Xxxxx Xxxxxxx
Xxxxx Kanawha
Xxxxxx Xxxxx
Cambria Xxxxx
Xxxxxxx Xxxxxx
Clearfield Xxxxxxx
Xxxxxxxx Xxxxx
Elk Tyler
Xxxxxxx Xxxxxx
Greenbriar
Xxxxxx
Huntingdon
Indiana
Xxxxxxxxx
Xxxxxxxx
Lincoln
Xxxxx
XxXxxxxx
XxXxxx
Xxxxxx
Mifflin
Xxxxx
Xxxxxx
Raleigh
Somerset
Xxxxxxx
Venango
Washington
Xxxxxxxxxxxx
Wyoming
EXHIBIT "B" to the Master Lease Agreement
(1 of 2)
SITE LEASE ACKNOWLEDGEMENT
This Master Tower Lease Site Lease Acknowledgement ("SLA") is made and
entered into as of this ____________ day of _______________________, 199___, by
and between POWERFONE, INC. d/b/a NEXTEL COMMUNICATIONS, hereinafter designated
as "NEXTEL" and Xxxxxx X. Crown, d/b/a CROWN COMMUNICATIONS, hereinafter
designated as "CROWN", pursuant and subject to that certain Master Tower Lease
Agreement (the "Agreement") by and between the Parties hereto, dated as of
_____________________, 1996. All capitalized terms have the meanings ascribed
to them in the Agreement.
1. The Site shall consist of a portion of that certain parcel of
property, located in the City of ______________________, the County of
_________________________________, and the State of ______________, more
particularly described as a ________' by ________' parcel containing
approximately _____________ square feet situated at
___________________________________________________________________ (add legal
description), together with the non-exclusive right for ingress and egress,
seven (7) days a week twenty-four (24) hours a day, on foot or motor vehicle,
including trucks, and for the installation and maintenance of utility wires,
poles, cables, conduits, and pipes over, under, or along a _________ ( ____')
feet wide right-of-way extending from the nearest public right-of-
way,___________________ to the demised premises, said premises and right-of-way
for access being substantially as described herein in Exhibit "1" to the SLA
attached hereto and made a part hereof.
2. NEXTEL shall have the right to install its antennas and equipment
consistent with the specifications and in the locations described below:
Manufacturer and type-number: _______
_______
_______
Number of antennas: _______
Weight and dimension of antenna(s) (LxWxD): _______
Transmission line mfr. & type no.: _______
Diameter & length of transmission line: _______'
Location of antennas (as described in Exhibit "2"
attached hereto and made a part hereof): _______
Height of antenna(s) on structure: _______'
Direction of radiation: _______
Equipment building/floor space dimensions (as described
in Exhibit "3" attached hereto and made a part hereof): _______
Frequencies/Max Power Output _______
3. The first (1st) annual rental payment due and payable by NEXTEL to
CROWN is $_____________ per year, payable in equal monthly installments in
accordance with the Agreement. Any future rent adjustments shall be calculated
in accordance with the Agreement.
EXHIBIT "B" to the Master Lease Agreement
(2 of 2)
4. The parties acknowledge that CROWN's rights in the property derive
from a certain agreement dated _____________ between CROWN herein and
____________________________, hereinafter referred to as the "Prime Lease" and
attached hereto as Exhibit "2" to the SLA. In the event CROWN receives any
written notice of failure to pay or failure to perform any covenant, agreement
or obligation, CROWN shall notify NEXTEL of such notice as soon as the notice is
received by CROWN pursuant to the terms of the Prime Lease and NEXTEL may take
any such actions to cure any such failure if CROWN fails to cure the same within
the time allotted in the notice. NEXTEL shall be under no obligation to take
such action but may do so solely at its own discretion. In the event NEXTEL
pays any amount or performs any obligations on behalf of CROWN pursuant to the
terms of the Prime Lease, NEXTEL may deduct such amounts paid or the reasonable
value of the performance from the amount that would otherwise be due from NEXTEL
to CROWN pursuant to this Agreement.
5. In the event a Prime Lease Agreement is terminated as the result of
CROWN's breach thereof, CROWN shall refund to NEXTEL a portion of the Site
Development Fee and a portion of the Fixed Fee for Site Development as set forth
in Exhibit "B to the Independent Contractor Agreement ("Fixed Fee") paid by
NEXTEL calculated as follows: The Site Development Fee and the Fixed Fee
multiplied by a fraction wherein the denominator is 120 and the numerator is 120
minus the number of months that NEXTEL utilized the Site.
IN WITNESS WHEREOF, the parties hereto have set their hands and affixed
their respective seals the day and year first above written.
ATTEST: POWERFONE, INC.
d/b/a NEXTEL COMMUNICATIONS
________________________________ By: ___________________________________
Title: _________________
XXXXXX X. CROWN
d/b/a CROWN COMMUNICATIONS
______________________ By: ___________________________________
WITNESS Xxxxxx X. Crown
Owner
25
26
EXHIBIT "B-1" to the Master Lease Agreement
(1 of 2)
BANM SITE LEASE ACKNOWLEDGEMENT
This Master Tower Lease Site Lease Acknowledgement ("SLA") is made and
entered into as of this ___________ day of _______________________, 199___, by
and between POWERFONE, INC. d/b/a NEXTEL COMMUNICATIONS, hereinafter designated
as "NEXTEL" and Xxxxxx X. Crown, d/b/a CROWN COMMUNICATIONS, hereinafter
designated as "CROWN", pursuant and subject to that certain Master Tower Lease
Agreement (the "Agreement") by and between the Parties hereto, dated as
of___________________, 1996. All capitalized terms have the meanings ascribed
to them in the Agreement.
1. The Site shall consist of a portion of that certain parcel of
property, located in the City of ______________________, the County of
_________________________________, and the State of ______________, more
particularly described as a ________' by ________' parcel containing
approximately _____________ square feet situated at
___________________________________________________________________ (add legal
description), together with the non-exclusive right for ingress and egress,
seven (7) days a week twenty-four (24) hours a day, on foot or motor vehicle,
including trucks, and for the installation and maintenance of utility wires,
poles, cables, conduits, and pipes over, under, or along a _________ ( ____')
feet wide right-of-way extending from the nearest public right-of-
way,___________________ to the demised premises, said premises and right-of-way
for access being substantially as described herein in Exhibit "1" to the SLA
attached hereto and made a part hereof.
2. NEXTEL shall have the right to install its antennas and equipment
consistent with the specifications and in the locations described below:
Manufacturer and type-number: _______
_______
_______
Number of antennas: _______
Weight and dimension of antenna(s) (LxWxD): _______
Transmission line mfr. & type no.: _______
Diameter & length of transmission line: _______'
Location of antennas (as described in Exhibit "2"
attached hereto and made a part hereof): _______
Height of antenna(s) on structure: _______'
Direction of radiation: _______
Equipment building/floor space dimensions (as described
in Exhibit "3" attached hereto and made a part hereof): _______
Frequencies/Max Power Output _______
3. The first (1st) annual rental payment due and payable by NEXTEL to
CROWN is $_____________ per year, payable in equal monthly installments in
accordance with the Agreement.
Any future rent adjustments shall be calculated in accordance with the
Agreement.
EXHIBIT "B-1" to the Master Lease Agreement
(2 of 2)
4. The parties acknowledge that Lessor's rights in the property derive
from a certain Master Lease Agreement dated December 29, 1995 between Lessor and
Xxxx Atlantic NYNEX Mobile, Inc. ("BANM Master Lease Agreement"), a copy of the
relevant portions of which has been delivered to Lessee. For the purpose of
this SLA, the Lessee agrees to abide by the applicable provisions of those
portions of the BANM Master Lease Agreement that have been provided to Lessee
and Lessee acknowledges that the terms and conditions of the BANM Master Lease
Agreement will govern and control to the extent there is any discrepancy or
inconsistency between the terms and conditions of the BANM Master Lease
Agreement and this Master Lease Agreement. The parties further acknowledge that
BANM's rights to the property derive from a certain lease agreement dated
_______________ between BANM herein and __________________ and attached hereto
as Exhibit "2" to the SLA. In the event CROWN receives any written notice of
failure to pay or failure to perform any covenant, agreement or obligation,
CROWN shall notify NEXTEL of such notice as soon as the notice is received by
CROWN pursuant to the terms of the Prime Lease and NEXTEL may take any such
actions to cure any such failure if CROWN fails to cure the same within the time
allotted in the notice. NEXTEL shall be under no obligation to take such action
but may do so solely at its own discretion. In the event NEXTEL pays any amount
or performs any obligations on behalf of CROWN pursuant to the terms of the
Prime Lease, NEXTEL may deduct such amounts paid or the reasonable value of the
performance from the amount that would otherwise be due from NEXTEL to CROWN
pursuant to this Agreement.
5. In the event a Prime Lease Agreement is terminated as the result of
CROWN's breach thereof, CROWN shall refund to NEXTEL a portion of the Site
Development Fee and a portion of the Fixed Fee for Site Development as set forth
in Exhibit "B to the Independent Contractor Agreement ("Fixed Fee") paid by
NEXTEL calculated as follows: The Site Development Fee and the Fixed Fee
multiplied by a fraction wherein the denominator is 120 and the numerator is 120
minus the number of months that NEXTEL utilized the Site.
IN WITNESS WHEREOF, the parties hereto have set their hands and affixed
their respective seals the day and year first above
written.
ATTEST: POWERFONE, INC.
d/b/a NEXTEL COMMUNICATIONS
________________________________ By: ___________________________________
Title: _________________
XXXXXX X. CROWN
d/b/a CROWN COMMUNICATIONS
______________________ BY: _______________________________
28
WITNESS Xxxxxx X. Crown
Owner
29
EXHIBIT "1" to the SLA
SITE DESCRIPTION
EXHIBIT "2" to the SLA
PRIME LEASE AGREEMENT
EXHIBIT "C"to the Master Lease Agreement
(1 of 2)
Site Number and Name Height Height
--------------------------- --------- -----------------------
Requested Available
--------- -----------------------
MB05 XxXxxxxx 200' 150'
MB08 Cooperstown 195' 225'
MB09 West Winfield 250' 250'
MB13 Perryopolis 200' 200'
MB14 Waltersburg 250' 230'
MB36 Sheradon 117' 90' (1)
MB39 Penn Hills 117' 90' (1)
MB41 Hopewell 117' 90' (1)
MB42 Imperial 117' 180' on new
250' tower
MB43 Murrysville 117' 120'
MB44 Wall 167' 90' (1)
MB47 Jefferson 250' 100'
MB48 Delmont 250' (2)
MB50 Rostraver 230' 170'
MB52 Gibsonia 177' (3)
MB57 Eastvale *** (3)
MB59 Whitehall 150' 120'
MB60 Etna 152' 120' (1)
MB62 Charleroi 200' 200'
MB66 West Xxxxxx 200' 200'
MB67 Indianola 155' (3)
Echo 1 Crane 300' 295'
Echo 2 Bluebell 300' 275'
Echo 3 Monroeville 350' 350'
Echo 4 Cranberry 300' 305'
Echo 5 Xxxxx Building Top Rooftop 285'or 340'
Echo 8 Kittanning 300'
Echo 11 A Airport 84' 70'
Echo 12 Washington 300' 350'
Echo 14 Xxxxxx 250' 250'
Echo 15 Greensburg 300' 300'
Echo 16 Zelienople 300' 300'
Echo 17 Beaver 300' 300'
Echo 18 Canonsburg 250' 150'
Echo 23 Glassport 250' 250'
Echo 26 Oakland 200' (3)
Echo 29 Connellsville 300' 300'
Echo 30 Carnegie 300' 300'
Echo 32 Freeport 250' (3)
Echo 38 North Xxxxxxxx 250' 250'
Echo 39 Star Lake 200' 200'
Echo 40 North Park 300' 300'
Echo 43 Level Green 250' 250'
Echo 45 Calvary 300' 300'
Echo 46 Latrobe 250' 250'
EXHIBIT "C" to the Master Lease Agreement
(2 of 2)
Site Number and Name Height Height
-------------------- ------ ------
Requested Available
--------- ---------
Echo 00 Xxxxxx Xxxx 300' (3)
Echo 53 Uniontown II 250' 250'
Echo 54 Coraopolis 300' (3)
Echo 57 Moraine 300' 300'
Echo 62 Youngwood 200' 200'
Echo 65 North Huntingdon 300' (3)
Echo 89 North Fayette 250' (3)
Echo 90 Town North Towers 300' Building top 85'
Echo 91 Glenfield 300' (3)
Echo 00 Xxxxx Xx. Xxxxx 300' 300'
Echo 99 Bavington 200' 200'
Echo 101 Aliquippa 200' 200'
Echo XX00 Xxxxxxxxxxxx 200' 200'
(1) These Heights are currently available; however, we are engaged in zoning
proceedings to raise these tower heights to 180'. If we are able to raise
these tower heights, NEXTEL would be able to locate at the 150' level.
(2) This tower is not available. CROWN has constructed the following facility
as a back-up to Echo MB48:
Echo 61/Delmont
40/o/ 22' 31"
70/o/ 33' 55"
Ground Elevation 1,515
Tower Height 180'
Available Height 180'
(3) These are problem sites for which we currently are working on a back-up or
we are engaged in zoning proceedings to obtain permits. As soon as we have
exact coordinates, we will forward them to you.
Searches have also been issued for the following areas:
Echo 112 Mon Valley
Echo 113 Unionville
Echo 114 Hahntown
Echo 000 Xxxxxx Xxxx
Xxxx 000 Xxxx Xxxxxxxxxx
Echo 000 Xxxxxxxx Xxxxx
Xxxx 118 Lake Xxxxxx
33
Echo 119 Glass More
Echo 120 Mount Xxxxxxx
34
EXHIBIT "D" to the Master Lease Agreement
Crown Annual Lease Fee
----- ----------------
Up to three (3) antenna placements [*]
(omni) at any available height.
Up to nine (9) antenna placements at any [*]
available height.
BANM Facilities Annual Lease Fee
--------------- ----------------
Up to three (3) antenna placements [*]
(omni) at any available height.
Up to nine (9) antenna placements [*]
at any available height.
The above pricing includes, unless otherwise specified in the SLA, for up
to a 10' x 20' area inside a CROWN equipment building. In the event CROWN is
unable to provide the entire allotted 10' x 20' area, NEXTEL shall receive a
rent credit in the amount of [*] for each square foot of building space CROWN
is not able to provide to NEXTEL.
[*] Indicates where text has been omitted pursuant to a request for confidential
treatment. The omitted text has been filed with the Securities and Exchange
Commission separately.
EXHIBIT "E" to the Master Lease Agreement
SITE DEVELOPMENT SERVICES
-------------------------
- Identify Site locations with NEXTEL.
- Identify and plan space available to NEXTEL in equipment buildings and
document the layout via CAD drawings.
- Verify antenna positions and run intermodulation studies.
- Supply NEXTEL with a listing of all materials needed for each
installation.
- Provide a floor plan of the layout for each Site to be approved by
NEXTEL.
EXHIBIT "F" to the Master Lease Agreement
Revision: _________
SITE STANDARDS
--------------
I. GENERAL
A. PURPOSE
The purpose of these Site Standards is to create a quality site
installation. These standards are to be in effect for each site at
which NEXTEL has equipment in, on or at the site and at which NEXTEL
has a right to occupy pursuant to the lease to which this document is
an attachment.
B. STATE AND NATIONAL STANDARDS
1. All installations must conform with all state and national regulations
and the following state and national codes or any supplements,
amendments or provisions which supersede them:
a. American National Standards Institute:
ANSI/EAI-222E Structural Standards for Steel Antenna Towers and
Antenna Supporting Structures
b. Federal Aviation Administration Regulations:
Vol. XI, Part 77 Objects Affecting Navigable Airspace
Advisory Circular Obstruction Marking and Lighting AC 70/7460
Advisory Circular High Intensity Obstruction Lighting Systems AC
150/5345-43,
FAA/DOD Specifications L-856
c. Federal Communications Commission Rules and Regulations:
Code of Federal Construction, Marking and Lighting of Antenna
Regulations Title 47 Structures Chapter I, Part 17
d. National Electrical Code
e. Building Officials and Code Administrators International, Inc.
Basic National Building Code
Basic National Mechanical Code
State Building Code
f. National Fire Protection Association
Code 101 - Life Safety
Code 90A - Air Conditioning and Ventilating Systems
Code 110 - Emergency and Standby Power Systems
g. State Fire Safety Code
h. Occupational Safety and Health Administration
Safety and Health Standards (29 CFR 1910) General Industry
Subpart R Special Industries
1910.268 Telecommunications
1926.510 Subpart M Fall Prevention
i. Motorola Grounding Guideline for Cellular Radio Installations,
Document No. 68P81150E62, 7/23/92 OR AT&T AUTOPLEX/(C)/
Cellular Telecommunications Systems, Lightning Protection and
Grounding,
Customer Information Bulletin 148B, August 1990, or latest
revision.
C. GENERAL/APPROVAL
1. All users shall furnish the following to CROWN prior to installation
of any equipment:
a. Completed Application. (NEXTEL must make new Application to CROWN
for change in Antenna position or type.)
b. Fully executed supplement.
c. Copies of FCC Licenses and construction/buildin g permits.
d. Final site plan outlining property boundaries, improvements,
easements and access.
e. Accurate block diagrams showing operating frequencies, all system
components (active or passive) with gains and losses in dB, along
with power levels.
2. The following will not be permitted at the facility without the prior
written consent of CROWN.
a. Any equipment without FCC type acceptance or equipment which does
not conform to FCC rules and regulations.
b. Add-on power amplifiers.
c. "Hybrid" equipment with different manufacturers' RF strips.
d. Open rack mounted receivers and transmitters.
e. Equipment with crystal oscillator modules which have not been
temperature compensated.
f. Digital/analog hybriding in exciters, unless type-accepted.
g. Non-continuous duty rated transmitters used in continuous duty
applications.
h. Transmitter outputs without a harmonic filter and antenna matching
circuitry.
i. Change in operating frequency(ies).
j. Ferrite devices looking directly at an antenna.
k. Nickel plated connectors.
l. Cascaded receiver multicouplers/preamps.
3. All emergencies are to be reported immediately to 0-000-000-0000.
D. LIABILITY
It shall be the responsibility of NEXTEL to comply with all of the
site standards set forth herein. NEXTEL specifically agrees to
indemnify and hold harmless CROWN against any claim of liability,
loss, damage or costs including reasonable attorneys' fees, arising
out of or resulting from NEXTEL's non-compliance with the standards
set forth herein.
E. INSPECTION
CROWN reserves the right to inspect NEXTEL's area without prior notice
at any time during the term of the Agreement in order to ensure
compliance with the standards set forth herein. Any such inspection
shall be solely for the benefit and use of CROWN and does not
constitute any approval of or acquiescence to the conditions that
might be revealed during the course of the inspection.
CROWN reserves the right to inspect CROWN's area without prior notice.
F. DISCLAIMER OF RESPONSIBILITY
It is the intention of CROWN and NEXTEL that the standards set forth
herein are part of the Agreement between them. It is specifically
agreed that they are not intended to be relied upon or to benefit any
third party. Further, CROWN shall have no liability or responsibility
to any third party as a result of the establishment of the standards
set forth herein, any inspection by CROWN of NEXTEL's area in order to
determine compliance with the standards, the sufficiency or lack of
sufficiency of the standards, or NEXTEL's compliance or non-compliance
with the standards and NEXTEL agrees to indemnify and hold harmless
CROWN against any claim by a third party resulting from such theories.
G. NOTICES
All contacts or notices required or permitted by NEXTEL pursuant to
these Site Standards shall be provided in writing to CROWN's
Director - Operations or his or her designee and any approval or
consent by CROWN shall only be effective if executed in writing by
CROWN's Director-Operations or his or her designee.
II. RADIO FREQUENCY INTERFERENCE PROTECTIVE DEVICES
A. If due to NEXTEL's use or proposed use, there exists any change to the
RF environment it will be at CROWN's sole discretion to require any or
all of the following:
1. IM protection panels can be installed in lieu of separate cavity and
isolator configurations. CROWN approval required.
2. 30-76 Mhz
- Isolators required
- TX output cavity - minimum of 20 Db rejection @ plus or minus 5 Mhz
3. 130-174 Mhz
- Isolators - minimum of 30 Db with bandpass cavity
4. 406-512 Mhz
- Isolators - minimum of 60 Db with bandpass cavity
5. 806-866 Mhz
- Isolators - minimum of 60 Db with bandpass cavity
6. 866 Mhz and above - as determined by CROWN.
B. Additional protective devices may be required based upon CROWN's
evaluation of the following information:
1. Theoretical Transmitter (TX) mixes.
2. Antenna location and type
3. Combiner/multicoupler configurations
4. Transmitter specifications
5. Receiver specifications
6. Historical problems
7. Transmitter to transmitter isolation
8. Transmitter to antenna isolation
9. Transmitter to receiver isolation
10. Calculated and measured level of Intermodulative (IM) products
11. Transmitter output power
12. Transmitter Effective Radiated Power (ERP)
13. Spectrum analyzer measurements
14. Voltage Standing Wave Radio (VSWR) measurements
15. Existing cavity selectivity
C. NEXTEL will be required to immediately correct excessive cabinet
leakage which causes interference to other tenants.
III. ANTENNAS AND ANTENNA MOUNTS
A. All mounting hardware to be utilized by NEXTEL to be as specified by
tower manufacturer and approved by CROWN.
B. Connections to be taped with stretch vinyl tape (Scotch #33-T or
equivalent) and Scotchkoted or equivalent (including booted pigtails).
C. Must meet manufacturer's VSWR specifications.
D. Any corroded elements must be repaired or replaced.
E. Must be DC grounded type, or have the appropriate lightning protection
as determined by CROWN.
F. No welding or drilling on mounts will be permitted.
G. All antennas must be encased in fiberglass radomes and be painted or
impregnated with a color designated by CROWN as the standard antenna
color for aesthetic uniformity.
IV. CABLE
A. All antenna lines to be approved by CROWN.
B. All transmission line(s) will be installed and maintained to avoid
kinking and/or cracking.
C. Tagged with weatherproof labels showing manufacturer, model, and
owner's name at both ends of cable run.
D. Any cable fasteners exposed to weather must be stainless steel.
E. All interconnecting cables/jumpers must have shielded outer conductor
and approved by CROWN.
F. Internally, all cable must be run in troughs or on cable trays and on
cable or waveguide bridges at intervals of no less than 3'.
Externally, all cable must be attached with stainless steel hangers
and non-corrosive hardware.
G. All unused lines must be tagged at both ends showing termination
points with the
appropriate impedance termination at each end.
H. All AC line cords must be 3 conductor with grounding plugs.
I. All antenna transmission lines shall be grounded at both the antenna
and equipment ends at the equipment ends and at building entry point,
with the appropriate grounding kits.
J. All cables running to and from the exterior of the cabinet must be
100% ground shielded. Preferred cables are: Heliax, Superflex or
braided grounds with foil wrap.
V. CONNECTORS
A. Must be Teflon filled, UHF or N type, including chassis/bulkhead
connectors.
B. Must be properly fabricated (soldered if applicable) if field
installed.
C. Must be taped and Scotchkoted or equivalent at least 4" onto jacket if
exposed to weather.
D. Male pins must be of proper length according to manufacturer's
specifications.
E. Female contacts may not be spread.
F. Connectors must be pliers tight as opposed to hand tight.
G. Must be silver plated or brass.
H. Must be electrically and mechanically equivalent to Original Equipment
Manufacturers (OEM) connectors.
VI. RECEIVERS
A. No RF preamps permitted in front end unless authorized by CROWN.
B. All RF shielding must be in place.
C. VHF frequencies and higher must use helical resonator front ends.
D. Must meet manufacturer's specifications, particularly with regard to
bandwidth, discriminator, swing and symmetry, and spurious responses.
E. Crystal filters/pre-selectors/cavities must be installed in RX legs
where appropriate.
F. All repeater tone squelch circuitry must use "AND" logic.
VII. TRANSMITTERS
A. Must meet original manufacturer's specifications.
B. All RF shielding must be in place.
C. Must have a visual indicator of transmitter operation.
D. Must be tagged with NEXTEL's name, equipment model number, serial
number, and operating frequency(ies).
E. All low-level, pre-driver and driver stages in exciter must be
shielded.
F. All power amplifiers must be shielded.
G. Output power may not exceed that specified on NEXTEL's FCC License.
VIII. COMBINERS/MULTICOUPLERS
A. Shall at all times meet manufacturer's specifications.
B. Must be tuned using manufacturer approval procedures.
C. Must provide a minimum of 60 Db transmitter to transmitter isolation.
IX. CABINETS
A. All cabinets must be bonded together and to the equipment building
ground system.
B. All doors must be secured.
C. All non-original holes larger than 1" must be covered with copper
screen or solid metal plates.
D. Current license for all operating frequencies should be mounted on the
cabinet exterior for display at all times.
X. INSTALLATION PROCEDURES
A. Any tower work must be scheduled with CROWN using only CROWN approved
contractors at least 48 hours in advance of site work. NEXTEL will be
responsible for any and all fees associated with said work.
B. Installation may take place only after CROWN has been notified of the
date and time in writing, and only during normal working hours unless
otherwise authorized beforehand.
C. Equipment may not be operated until final inspection of installation
by CROWN, which shall not be unreasonably withheld.
D. Any testing periods are to be approved in advance by CROWN and within
the parameters as defined by CROWN.
XI. MAINTENANCE/TUNING PROCEDURES
A. All external indicator lamps/LED's must be working.
B. Equipment parameters must meet manufacturer's specifications.
C. All cover, shield, and rack fasteners must be in place and securely
tightened.
D. Local speakers and/or orderwire systems must be turned off except
during service, testing or other maintenance operations.
XII. INTERFERENCE DIAGNOSTIC PROCEDURES
NEXTEL must cooperate immediately with CROWN when called upon to
investigate a source of interference, whether or not it can be
conclusively proven that NEXTEL's equipment is involved.
XIII. TOWER
This section deals with items which are to be mounted on, attached to or
affixed to the tower.
A. ICE XXXXXXX
At CROWN's sole discretion, protective ice xxxxxxx may be required and
manufacturer of ice shield will be determined by CROWN.
B. CLIMBING BOLTS AND LADDERS
All attachments made to the tower shall be made in such a manner as
not to cause any safety hazard to other users or cause any restriction
of movement on, or to any climbing ladders, leg step bolts or safety
cables provided.
C. BRIDGE
1 Installation of a cable bridge shall be at CROWN's sole
discretion and with CROWN's approval.
2. If required, and in accordance with the manufacturers
recommendations for the spacing of supports on horizontal runs
for the particular type of cable or waveguide, he cable or
waveguide shall be secured to the brackets on the bridge using
clamps and hardware specifically manufactured for that purpose.
3. No cable or waveguide run shall be clamped, tied or in any way affixed
to a run belonging to CROWN or any another licensee/lessee.
D. CABLE LADDER AND WAVEGUIDE
1. NEXTEL shall install a ladder for the vertical routing of
cable and waveguide. From the horizontal to vertical
transition at the point where the bridge meets the tower to the
point at which the cable or waveguide must leave the bridge to
route to the antenna, all cable and waveguide is to be attached to
the ladder in accordance with the recommendations of the
manufacturer of the cable
44
or waveguide.
2. No cable or waveguide run shall be clamped, tied or any way
affixed to a run belonging to CROWN or any another licensee/lessee.
E. DISTRIBUTION RUNS
1. Cable or waveguide runs from the cable ladder to the point at which
they connect to the antenna shall be routed along tower members in a
manner producing a neat and professional site appearance.
2. Cable and/or waveguide runs shall be specifically routed so as not to
impede the safe use of the tower leg or climbing bolts, or to restrict
the access of CROWN or any another licensee/lessee.
3. Distribution runs shall be clamped to the tower in accordance with the
recommendations of the manufacturer of the cable or waveguide.
4. No cable or waveguide run shall be clamped, tied or in any way affixed
to a run belonging to CROWN or any another licensee/lessee.
F. LENGTHS
1. Cable and/or waveguide runs shall not be longer than necessary to
provide a proper connection and normal maintenance and operation.
2. No coiled lengths shall be permitted on the tower, bridge or on the
ground.
G. ENTRY
1. Entry of the cable or waveguide to the interior of the
shelter shall be via
45
ports provided in the shelter wall.
2. Cable and/or waveguide entering a port shall be provided with a
boot to seal the port; the boot shall be a Microflect or equivalent
commercial product made specifically for the type of cable or
waveguide and for diameter of the entry port, and approved by CROWN
before installation. It shall be installed in accordance with the
instructions of the manufacturer and the port shall be sealed
against the intrusion of moisture.
XIV. EQUIPMENT LOCATED WITHIN CROWN'S EQUIPMENT BUILDING
A. EQUIPMENT INSTALLATION REQUIREMENTS
1. Any mounting to walls either outside or inside CROWN's building must
be pre-approved by CROWN.
2. All racks and equipment are to be plumb and true with the walls and
floor of the shelter and reflect an installation consistent with the
electrical and operational requirements of the equipment and
appearance standards of a professional installation.
3. Racks are to be bolted to the floor and aligned on the center line as
in the site drawing provided to CROWN.
4. Racks are not to be attached to the cable trays.
B. TRANSMISSION LINES AND/OR WAVEGUIDE ROUTING
1. Cable trays and/or troughs are required within the shelter for the
routing of cable and waveguide to the equipment racks and termination
points.
2. All cable and waveguide shall be placed and secured to the cable tray.
C. LENGTHS
1. Cable and/or waveguide runs in the equipment shelter shall not be
longer than necessary in order to provide a proper connection.
2. While adequate slack for purposes of maintenance and operation is
permitted, no coiled lengths on the tray or elsewhere in the shelter
are permitted for normal maintenance and operation.
XV. GROUNDING
1. NEXTEL must adhere to either the Motorola or AT&T grounding
specification outlined above based on CROWN's equipment at facility.
2. All exterior grounding shall be C.A.D. welding.
3. All antennas shall be bonded to the tower.
4. Cable and waveguide shall be grounded as a minimum at three specific
points, and for vertical runs in excess of 200 feet at intermediate
points.
5. All cable and waveguide shall be grounded to the tower at the point
where the run effectively breaks from the tower for its connection to
the antenna, using clamps
47
and hardware specifically manufactured for that purpose.
6. On the vertical portion of the cable or waveguide run, just above
where it starts to make its transition from a vertical tower to a
horizontal bridge run, all cable and waveguide shall be grounded to
the tower using clamps and hardware specifically manufactured for that
purpose.
7. On the exterior of each shelter, at a point near the entry ports, a
grounding plate must be provided for terminating ground leads brought
from the cable and waveguide. Each cable and waveguide run shall be
grounded at this point using clamps and hardware specifically
manufactured for that purpose.
8. On cable and waveguide installations where the vertical tower length
exceeds 200 feet, the run shall be grounded at equally spaced
intermediate points along the length of the run so as not to have a
distance between grounding points longer than 100 feet.
9. Cable and waveguide grounding leads shall connect to a separate point
for each run to the common ground point.
10. Grounding straps shall be kept to a minimum length and as near as
possible to vertical down lead and shall be consistent with the
restraints of protective dress and access.
11. Grounding plates must be provided for single point access to the site
grounding system. Each rack shall have a properly sized, insulated
ground lead from the rack safety and signal grounds to one of the
grounding points on the ground plate.
12. The insulated ground lead shall follow the route of and be placed in
the cable tray.
13. Each rack shall be separately grounded.
14. All modifications to grounding system must meet CROWN's impedance
specification.
XVI. ELECTRICAL
1. Power requirements must be approved, in advance by CROWN.
2. Polarized electrical outlets should be installed for all
transmitters when possible.
3. Surge protection is required for all base stations.
XVII. ELECTRICAL DISTRIBUTION
All electrical wiring from the distribution breaker panel shall be via
rigid metal conduit, thin wall, routed along the under side of the cable
tray to a point directly above the equipment rack. From this point, NEXTEL
may select how to distribute to its equipment or rack.
XVIII. TEMPORARY LOADS
1. Test equipment, soldering irons or other equipment serving a test or
repair function may be used only if the total load connected to any
single dual receptacle does not exceed 15 amps.
2. Except as otherwise provided in the Agreement, test equipment to be in
place for more than seven (7) days will require prior approval of
CROWN.
XIX. DOORS
Equipment building doors shall be kept closed at all times unless when
actually moving equipment in or out.
XX. SITE APPEARANCE
1. Services to maintain the appearance and integrity of the site will be
provided by CROWN and will include scheduled cleaning of the shelter
interiors.
2. Each licensee/lessee is expected and required to remove from the site
all trash, dirt and other materials brought into the shelter, or onto
the site during their installation and maintenance efforts.
3. No food or drink is allowed within the equipment shelter.
4. No smoking is allowed on the tower site.
XXI. STORAGE
No parts or material may be stored on site by NEXTEL.
XXII. DAMAGE
NEXTEL shall report to CROWN any damage to any item of the facility,
structure, component or equipment, whether or not caused by NEXTEL.
XXIII. REPORTING ON SITE
Emergency 24 hour contact number(s) must be displayed on outside of
equipment cabinet/building.
49
