HomeMy WebLinkAboutCo-Location Lease Agreement
Augusta Richmond GA
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DOCUMENT TYPE: J\g r-ee\"Y""en \-
YEAR: \ c~ 0) ~
BOX NUMBER: vy-
FILENUMBER: \ 31 ~ 5
NUMBER OF PAGES:
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CO-LOCATION LEASE AGREEMENT
THIS CO-LOCATION LEASE AGhEEMENT (the "Agreement") is entered into tl:lis
-17-- day of ,1'998 by and between AUGUSTA, GEORGIA
(hereinafter referred to as "LANDLORD") and TRITON PCS PROPERTY COMPANY
L.L.C. (hereinafter referred to as "TENANT").
\NHEREAS, LANDLORD owns a certain parcel of property located at Jake Ellis
Road olf Highland Avenue, Augusta, Georgia, which property is more specifically described
in Exhibit "A" attached hereto and made a part hereof)(the "Premises"), and LANDLORD
owns a water tower (hereinafter referred to as the "Tower") erected on the Premises; and
\NHEREAS, TENANT desires to lease certain designated space of the Premises
and the Tower (the "Leased Premises").
NOW, THEREFORE, for and in consideration of the mutual promises and covenants
contained herein, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto, intending to be legally bound, do
hereby agree as follows.
'1. LEASED PREMISES: USE OF LEASED PREMISES: LANDLORD hereby
leases to TENANT space on the Tower to the extent necessary to enable TENANT to
erect, maintain, repair, replace and operate the following and associated equipment, all for
the purpose of a communications facility and uses incidental thereto:
(a) EMSRV90-17-00DP ~ transmit and EMSRV90-17-00DP LU
receive antennas and -0- ~ Microwave dish(es) to be located on
the catwalk of the Tower. LANDLORD will cause a structural analysis to be performed (at
TENANT's expense) to establish percentage of Tower Capacity used by this equipment.
TENANT may substitute number and size of antennas at any time during this Agreement
as long as TENANT stays on the catwalk, does not use any additional tower capacity and
compliE!S with all the other terms of this Agreement (i.e., interference.)
(b) Flexible transmission lines between the antennas and communications
equipment, to be anchored and installed on the Leased Premises in accordance with good
and acceptable engineering practices, including without limitation the right to run such lines
and other cables within the line space.
LANDLORD also leases to TENANT a 19 foot by 14 foot
(~' x ~') area of land, being a portion of the Leased Premises as described and
depicted on the attached Exhibit "A," for locating certain equipment described as
. LANDLORD shall allow TENANT to pour a
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8. 6 foot by 5 foot (8. 6' X ~') concrete pad within this designated area and
to plac.e an unmanned equipment shelter within the designated area, which has been
specifically described on Exhibit "A". TENANT must obtain prior written approval of same
pursuant to the terms and conditions set forth in paragraph 7 of this Agreement.
TENANT shall furnish, to its unmanned equipment shelter, electric and telephone
service for the operation of TENANT's communications equipment. TENANT shall be
solely liable for utility expenses relating to its installation and equipment. TENANT's
electrical service shall be separately metered and TENANT shall be responsible for all
costs associated with metering, including the cost of installing any meter.
LANDLORD hereby grants non-exclusive easements for access and utilities to the
Leased Premises and the Tower during the term of this Agreement, and the right to place
any utilities or to bring utilities across the Leased Premises in order to service the Leased
Premises, Tower, antennas and other equipment. LANDLORD shall provide 24 hours, 7
days per week access to TENANT for maintenance purposes.
TENANT shall use the Leased Premises for the purpose of constructing, installing,
maintaining, improving and operating, at TENANT's expense, a communications facility,
including antennae, buildings, and incidental uses. TENANT shall not use the Leased
Premisf3s for any other purpose without the express prior written consent of Landlord.
2. TERM: This agreement shall run for a period of five (5) years, ending on
Jul y 31 , 2003, subject to the terms and conditions set forth in paragraph 15
hereof.
~L RENTAL: Beginning as of the commencement date of this Agreement, as
defined in paragraph 2 above, TENANT shall pay as an annual lease fee, in advance, the
sum of Twelve Thousand and no/100 Dollars ($12,000.00) Dollars. Said sum shall be paid
by TENANT on the anniversary of the commencement date each year thereafter
throughout the term of this Agreement.
4. EXTENSION OF TERM: TENANT shall have the option to extend the term of
the Agreement for two (2) additional consecutive five (5) year periods. Each option for an
extended term shall be deemed automatically exercised without notice by TENANT to
LANDLORD unless TENANT gives LANDLORD written notice of its intention not to
exercise any such option, in which case, the term of this Agreement shall expire at the end
of the then current term. All references herein to the term of this Agreement shall include
the term as it is extended as provided for in this Agreement.
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The annual rental for the extended terms shall be as follows:
EXTENDED TERM
ANNUAL RENTAL
1 st
2nd
$13,800.00
$15,870.00
The annual rental for the extended terms shall be payable in the same manner as
the ann ual rental for the initial term.
!5. TOWER STUDIES: TENANT shall be solely responsible for conducting any and
all Tower studies necessary to determine the feasibility of Tower loading due to TENANT's
antenna. Should Tower modification be required, the cost of all such modifications shall
be borne by TENANT. TENANT shall submit plans and specifications to LANDLORD for
written approval prior to commencement of any modification. LANDLORD shall conduct
a TowE!r inspection upon completion of modification to insure work compliance. Should
Tower inspection identify non-conforming work, TENANT shall correct such non-
conforming work after which LANDLORD will conduct another Tower inspection to approve
the corrections. Cost of the aforementioned Tower inspections and work corrections shall
be at the sole cost and expense of TENANT and shall be conducted pursuant to the terms
and conditions set forth in paragraph 7 of this Agreement.
G. APPROVALS: TENANT is responsible for obtaining all necessary Federal, State
and local governmental approvals.
? INSTAllATION PLANS: TENANT, without liability of any kind to LANDLORD,
may commence work only after LANDLORD has approved all studies, plans and
specifications in writing. LANDLORD's approval shall not be unreasonably withheld or
delayed. TENANT agrees to comply with all of LANDLORD's reasonable requirements.
LANDLORD shall have the option to consult with TENANT's contractor prior to any
installation and/or maintenance that will require access to the Tower structure.
B. STANDARD OF PERFORMANCE: TENANT, at its sole cost and expense, shall
cause the approved work to be done and completed in a good, substantial and
workmanlike manner, free from faults and defects, and in compliance with all legal
requirements, and shall utilize only first class materials and supplies. TENANT shall be
solely responsible for construction means, methods, techniques, sequences and
procedures, and for coordinating all activities related to the work.
9. PAYMENT OF COSTS AND EXPENSES: TENANT shall provide and pay for
all labor, materials, goods and supplies, equipment, appliances, tools, construction
equipment and machinery and other facilities and services necessary for the property
execution and completion of the work. TENANT shall promptly pay when due all costs and
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expenses incurred in connection with the work. TENANT shall pay all sales, consumer,
use and similar taxes required by law in connection with the work, and shall secure and
pay for all permits, fees and licenses necessary for the performance of the work.
"10. LANDLORD'S REPAIRS: LANDLORD will make, at its expense, all necessary
repairs and replacements, as well as alterations required by any governmental authority
having jurisdiction, in and to the Tower, unless the required repairs, replacements, or
alterations are solely required for the TENANT's communication equipment located on the
Tower, and if so, the TENANT shall make, at its expense, all necessary repairs,
replacements, and alterations as required.
"11. TENANT'S REPAIRS: TENANT shall maintain in a good state of repair, and
in good operating condition, its antenna, transmitting and other equipment, all in
accordance with good engineering practices and applicable governmental rules and
regulations. In the event inspection, maintenance or repairs to TENANT's antenna and
equipment are required, TENANT shall use qualified technicians and submit for
LANDLORD's approval the names of technicians or contractor proposed to make
necessary ascents and descents of LANDLORD's Tower.
"12. INDEMNIFICATION AND INSURANCE: TENANT agrees to indemnify and
hold harmless LANDLORD from any and all claims in any way related to or arising out of
TENANT'S leasing and use of the Leased Premises (including without limitation TENANT's
use of Hazardous Materials on or about the Leased Premises) or related to or arising out
of any damage or injury to property or persons, occurring or allegedly occurring in, on or
about the Leased Premises during the period from the date of this agreement to the end
of the Lease Term (to include any renewal terms), including reasonable attorney's fees and
expenses of litigation incurred by LANDLORD in connection therewith. TENANT further
agrees that the foregoing agreement to indemnify and hold harmless applies to any claims
for damage or injury to himself and/or any individuals employed or retained by himself in
connection with the erection, operation, maintenance and/or repair of its communications
equipment, and hereby releases LANDLORD from liability in connection with any such
claims. LANDLORD shall be liable for any damage to any of TENANT's equipment located
on the Tower arising out of or in connection with LANDLORD'S use or occupancy of the
Tower and Leased Premises and caused by the negligence or willful or intentional
misconduct of its agents or employees. For purposes of this section, "LANDLORD"
include~; Augusta, Georgia, the Augusta-Richmond County Commission, and all officers,
elected officials, agents, representatives and employees of same, and "Hazardous
Matericils" means any and all polycholrinated byphenyls, petroleum products, asbestos,
urea formaldehyde and other hazardous or toxic materials, wastes or substances, any
pollutants, and/or contaminants, or any other similar substances or materials which are
defined or identified as such in or regulated by any federal, state or local laws, rules or
regulations (whether now existing or hereinafter enacted) pertaining to environmental
regulations, contamination, cleanup or any judicial or administrative interpretation of such
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laws, rules or regulations or any substances that after release into the environment and
upon e)(posure, ingestion, inhalation, or assimilation, either directly from the environment
or directly through food chains will or may reasonably be anticipated to cause death,
disease, behavior abnormalities, cancer or genetic abnormalities.
\Mthout limiting the foregoing, TENANT further agrees to maintain at all times during
said period, at TENANT's expense, comprehensive and general public liability insurance
covera~Je against claims for personal injury, death and/or property damage occurring in
connection with the use and occupancy of the Leased Premises or arising out of its
ownership, improvement, repair or alteration of the Leased Premises with limits of
covera~Je of not less than $500,000.00 for personal injury (including death) per person and
$1,000,000.00 per occurrence and not less than $1,000,000.00 for property damage. The
cost of premiums for all policies of insurance required by this Agreement shall be paid by
TENANT. Policies shall be jointly in the names of TENANT and LANDLORD, and
duplicate copies of the policies shall be delivered to LANDLORD.
All policies providing insurance coverage required to be maintained by TENANT
hereunder shall list LANDLORD, the Augusta-Richmond County Commission and its
Mayor, TENANT and their officers, agents, members, employees and successors as
named insureds, as their interests may appear, and shall be issued by an insurance carrier
or carriers licensed to do business in the State of Georgia and reasonably acceptable to
LANDLORD. All such policies shall provide that no act or omission of TENANT or its
agents, servants, or employees shall in any way invalidate any insurance coverage for the
other named insureds. No insurance policy providing any insurance coverage required to
be provided by TENANT hereunder shall be cancelable without at least 15 days advance
written notice to LANDLORD. All insurance policies required hereunder, or copies thereof,
shall be provided to LANDLORD by TENANT.
'13. CONTINGENCIES: This LEASE is contingent upon approval by resulting
governmental authorities. In the event such approval is withheld or subsequently
withdrawn, or in the event that TENANT's use of said Tower is otherwise encumbered or
determined to be inconsistent with the interest of LANDLORD'S use of the Leased
Premises, either party hereto, subject to all other terms and conditions of this Agreement,
shall ha.ve the right to terminate this Agreement by ninety (90) days advance written notice
to the other party, and said termination shall release LANDLORD and TENANT from all
further obligations set forth herein one to the other. In such event, TENANT shall promptly
remove, at TENANT's sole expense, its antenna and all other equipment and lines installed
by or for the benefit of TENANT.
'14. DEFAULT: Should TENANT fail to pay when due rent or any other amounts
owed LANDLORD hereunder, or fail to cure any breach of any other provision of this
Agreement after sixty (60) days written notice and demand, LANDLORD may terminate the
Agreement immediately, without further notice, and require TENANT to remove, or cause
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to be removed, all of TENANT's equipment. TENANT shall, in such event, remain liable
for any and all costs incurred for removal of TENANT's antenna, transmission lines and
associclted equipment from LANDLORD's Tower and for removal of associated structures
from space provided. LANDLORD shall not be liable for any damage to such equipment
during uts removal.
'15. SURRENDER OF PREMISES: Upon expiration or termination of this
Agreement, TENANT, at its own cost and expense, shall completely remove or have
remove-d, up to three feet (3') below grade, all structures, including antenna and associated
mounting brackets, transmission equipment, concrete foundations, fences and other
associated structures, and restore the Leased Premises to its original above grade
condition, ordinary wear and tear excepted. If such time for removal causes TENANT to
remain on the Leased Premises and Tower after the termination or expiration of this
agreement, TENANT shall pay rent at the then existing monthly pro-rata basis, until such
time as the removal of TENANT's personal property and fixtures are completed.
'16. INTERFERENCE:
(a) TENANT's Equipment shall not cause stray currents that will in any
way damage the integrity of the Leased Premises.
(b) TENANT agrees to install equipment of types and frequencies which
will not cause interference to LANDLORD or other occupants of the Leased Premises
which are in place on the Tower as of the date of this Agreement. If requested by
LANDLORD, TENANT shall provide a detailed RF interference analysis showing potential
conflicts between TENANT's frequencies and those of LANDLORD or other occupants
already in place on the Tower. In the event TENANT's equipment causes such
interfer-ence, TENANT shall take all steps necessary to correct and eliminate the
interference. If said interference cannot be eliminated within forty-eight hours after receipt
of writtEln notice from LANDLORD to TENANT, TENANT shall temporarily disconnect the
electric power and shut down TENANT's equipment (except for intermittent operations for
the purpose of testing, after performing maintenance, repair, modification, replacement or
other aGtion taken for the purpose of correcting such interference) and if such interference
is not corrected within thirty (30) days after receipt of said written notice, TENANT agrees
to remove TENANT's equipment from the Leased Premises and this Agreement shall then
terminate without further obligation on either part except as may be specifically enumerated
herein.
(c) In the event LANDLORD enters into lease or license agreements with
others for the Leased Premises, then LANDLORD agrees to require such lessees or
licensees to install equipment of types and frequencies that will not cause interference to
TENANT's communications operations being conducted on the Leased Premises.
LANDl.ORD agrees that in the event such lessee or licensee causes interference with
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TENANTs equipment, LANDLORD shall require such lessee or licensee to take all steps
necessary to correct and eliminate the interference. If said interference cannot be
eliminated within forty-eight hours after receipt of notice of the existence of the interference
from U\NDLORD to such lessee or licensee, LANDLORD shall cause such lessee or
licensee to disconnect the electric power and shut down lessee or licensee's equipment
(except for intermittent operations for the purpose of testing, after performing maintenance,
repair, modification, replacement or other action taken for the purpose of correcting such
interference) and if such interference is not corrected within thirty (30) days after receipt
of said written notice by such lessee or licensee, LANDLORD shall, upon TENANTs
request, cause such lessee or licensee to remove its equipment from the Leased
Premises.
'17. ASSIGNMENT: SUBLETTING:
a. This Agreement may not be sold, assigned, or transferred without the
written consent of LANDLORD, such consent not be unreasonably withheld or delayed;
provided, however, that TENANT may assign this Lease, without the prior consent of
Landlord, to any successor by merger to TENANT or to any affiliate of TENANT. Any
permiUed assignment shall be on the condition that the assignee be bound by all of the
terms, conditions and provisions of this Agreement. Assignment shall not release TENANT
from any liability occurring or arising prior to the date of assignment.
b. AdQitionally, TENANT may, with prior written approval of LANDLORD,
mortga'~e or grant a security interest in this Agreement and TENANTs equipment, and may
assign this Agreement and such equipment, to any such mortgagees or holders of security
interes.ts including their successors or assigns (hereinafter collectively referred to as
"Mortgagees"). In such event, LANDLORD shall execute such consent to leasehold
financing as may reasonably be required by Mortgagees. LANDLORD agrees to notify
TENANT and TENANTs Mortgagees simultaneously of any default by TENANT and to
give Mortgagees the same right to cure any default as TENANT except that the cure period
for any Mortgagee shall not be less than ten (10) days after receipt of the default notice,
It is expressly understood that TENANT's equipment referenced in this Agreement is
considered personalty of TENANT, and that the property on which TENANT's equipment
may bE! located pursuant to this Agreement is the property of LANDLORD. Any mortgage
or granting of a security interest or assignment under this Subsection b. shall concern only
TENANT's personalty and shall in no way be considered as mortgaging or granting a
security interest in or assigning any rights as to any of LANDLORD's real property.
c. TENANT may not sublet any portion of the Leased Premises.
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'18. NOTICE: All notices hereunder must be in writing and shall be deemed valid,
if sent by certified mail, return receipt requested, or by any national courier service which
requireB proof of receipt, addressed as follows: or sent to any other address that the party
to be notified may have designated to the sender by like notice at least thirty (30) days
prior:
As to the LANDLORD:
Augusta-Richmond County Commission
c/o Charles R. Oliver, Administrator
Room 801, Municipal Bldg (11)
530 Greene Street
Augusta, Georgia 30911
As to the TENANT:
Triton PpS Property Company L.L.C.
4055 ~aber Place Drive
Suite 101
Charleston, S.C. 29405
'/9. BINDING AGREEMENT: This Agreement shall extend to and bind the heirs,
personal representatives, successors and assigns (when allowed to be assigned) of the
parties hereto.
~~O. CONDEMNATION: If the whole of the Leased Premises, or such portion
thereof as will make the Leased Premises unusable for the purposes herein Leased, are
condemned by any legally constituted authority for any public use or purpose, or sold
under threat thereof, then in either of said events the term hereby granted shall cease from
the time when possession of the Leased Premises, inclusive of the Tower, is taken by
public authorities, and rental shall be accounted for as between LANDLORD and TENANT
as of that date on a pro-rata basis for rents paid in advance. Any lesser condemnation
shall in no way affect the respective rights and obligations of LANDLORD and TENANT
hereunder. Nothing in this provision shall be construed to limit or affect TENANT's right
to an award of compensation of any eminent domain proceeding for the taking of
TENANT's antenna and equipment, if taken.
~~1. GOVERNING LAWS: This Agreement and the performance thereof shall be
governed, interpreted, construed and regulated by the laws of the State of Georgia.
22. VENUE: All claims, disputes and other matters in question between Landlord
and Tenant arising out of or relating to the Agreement, or the breach thereof, shall be
decided in the Superior Court of Richmond County, Georgia. Tenant, by executing this
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Agreement, specifically consents to venue in Richmond County and waives any right to
contest the venue in the Superior Court of Richmond County, Georgia. Nothing in this
Agreement shall be construed as a waiver by any party to pursue a claim for equitable
relief.
23. FINAL AGREEMENT: AMENDMENTS: This Agreement represents the final
agreement of the parties and no agreements or representations, unless incorporated into
this a~,reement, shall be binding on any of the parties. This Agreement may not be
amenced except by a writing signed by all parties.
24. LEASEHOLD. NOT USUFRUCT: This Agreement grants to Tenant a
leasehold estate and not merely a usufruct.
25. SEVERABILITY: If any term of this Agreement is found to be void or invalid,
such invalidity shall not affect the remaining terms of this Agreement, which shall continue
in full force and effect.
.26. AUTHORITY:, Each of the undersigned warrants that he or she has the full
right, power and authority to execute this Lease on behalf of the party indicated.
:27. MISCELLANEOUS: At the request of TENANT, LANDLORD agrees to execute
a merrorandum or short form of this Agreement in recordable form, setting forth a
description the Leased Premises, the term of this agreement and other information desired
by TENANT, for the purpose of giving public notice thereof to third parties. If LANDLORD
fails to provide such document within ten (10) days of TENANT's request, TENANT, at
TENANT's option, may withhold and accrue the monthly rental until such time as such
document is received by TENANT.
IN WITNESS WHEREOF, the parties hereto have set their hands and affixed their
respective seals the day and year written below.
LANDLORD
Signed, sealed an delivered this
It) clay of
1998, in the presence f:
'1Ja--,-~ !J. YnQ1~)
Unofficial Itness
~~B!J;~
.. . Public. RIchmond Coumy, Georgia
My Commission Explr~QommIWnn Exolres Dee, 5. 2001 (SEAL)
(NOTAHIAL SEAL)
[SIGNATURES CONTINUE ON FOLLOWING PAGE]
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My Commission Expires: t.f. /3t. 2D 0'3
(NOTA.RIAL SEAL)
TENANT:
,- TRIT~N PCSP-RO-PERTY COMPANY L.L.C, ~
By: Triton Mana' n pany Inc" its )ANY
manager I
By:
President
Date:
President
Attest:~~dk7
Secreta
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(CORPORATE SEAL)