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HomeMy WebLinkAboutTDI,Inc. Augusta Richmond GA DOCUMENT NAME: \\:) \) \ '<Ie. DOCUMENT TYPE:Dq '( eerY)e(\1- YEAR: C\ -, BOX NUMBER: 06 FILE NUMBER: \6d~() ,NUMBER OF PAGES: ~ - . - . . ; I -I;' , . L.~pI4~ Roa.J odJ,- 010"\ ~... CO-LOCATION OPTION AND LEASE AGREEMENT THIS CO-LOCATION$TION AND LEASE AGREEMENT (the "Agreement"), entered into this ~ - day of ~~ ,19...Y2, between RICHMOND COUNTY, GEORGIA ~s~ ~ ~ (hereinafter referred to as "LANDLO D") and TDI, INC., a Georgia corporation (hereinafter referred to as "TENANT"). LANDLORD [holds leasehold interest in*] Iowns*] a certain parcel of property located at ~ggfl~~g~dBf~ag~aR~~dtower at the lntersection.of 1-520 City of Augusta County of Richmond , State of Georgia , more specifically described in Exhibit "A", attached hereto and made a part hereof (hereinafter referred to as the "Leased Premises") and LANDLORD owns a communic3tion tower (hereinafter referred to as the "Tower") erected on the Leased Premises. TENANT desires to obtain an option to use certain designated space of the Leased Premises and the Tower as follows: OPTION NOW THEREFORE, in consideration of the sum of One Thousand and No/loa' s --------------------------- Dollars ($ 1,000.00 ) (hereinafter referred to as the "Option Money"), to be paid by TENANT to LANDLORD upon TENANT's execution of this Agreement, LANDLORD hereby grants to TENANT the exclusive right and option (hereinafter referred to as the "Option") to use designated space of the Leased Premises and the Tower together with non-exclusive easements for access and utilities to the Leased Premises and the Tower in accordance with the terms and conditions set forth herein. ~ (It- Option Period. The Option may be exercised at any time on or prior to See Addendum No.2, par. 2, 19_ (the "Option Period"). At TENANT'E: election, and upon TENANT's written notice to LANDLORD prior to expiration of the Option Period, tho ~ Option Poriod may be furthor oxtended for ~m addition31 period of six (6) months, through 'f" and including ,19_ with an additional payment of (it. Doll3rs ($ ) by TENANT to LANDLORD for the oxtonsion of the Option Poriod. The Option Period m3Y bo thoro3ftor furthor oxtended by mutual agreement in 'Nriting. If TENANT fails to exercise the Option within the Option Period, as it may thereafter be extended as provided herein, the Option shall terminate, all rights and privileges granted hereunder shall be deemed completely surrendered, LANDLORD shall retain all money paid for the Option, and no additional money shall be payable by either party to the other. *See Addendum #1 tdicolle.ga6/ I O/97tc {k ., . ; . . , Transfer of Option. Tho Option may bo sold, assigned, or transforrod at any time by TENJ\NT to TENANT's paront company or any affili3te or subsidiary of TENJ\NT or its paront company or to any third party agrooing to be subject to tho terms hereof. Othorv.'iso, the Option may not be sold, assignod or transforrod without tho writton consent of LANDLORD, such cansont not to be unreasonably withheld. From and aftor fJ!vJ the dato tho Option has beon sold, assigned or transforrod by TENANT to 3 third party ""'OL agreoing to bo subject to tho torms horoof, TENANT shall immodi3tely be roloasod from I" any and all liability under this Agrooment, including tho paymont of any rontal or other sums due, without any further action. Changes in Property During Option Period. If during the Option Period or any extension thereof, or during the term of this Agreement if the Option is exercised, LANDLORD decides to subdivide, sell or change the status of the zoning of the Leased Premises or the other real property of LANDLORD contiguous to, surrounding, or in the vicinity of the Leased Premises ("LANDLORD's Surrounding Property"), LANDLORD shall immediately notify TENANT in writing. Any sale of the Leased Premises or the Tower shall be subject to TENANT's rights under this Agreement. LANDLORD agrees that during the Option Period or any extension thereof, or during the term of this Agreement if the Option is exercised, LANDLORD shall not initiate or consent to any change in the zoning of the Leased Premises or LANDLORD's Surrounding Property or impose or consent to any change in the zoning of the Leased Premises or LANDLORD's Surrounding Property or impose or consent to any other restriction that would prevent or limit TENANT from using the Leased Premises for the uses intended by TENANT as hereinafter set forth in this Agreement. Title. LANDLORD warrants that LANDLORD is seized of good and marketable title to the Leased Premises and the Tower and has full power and authority to enter into and execute this Agreement. LANDLORD further warrants that there are no deeds to secure debt, mortgages, liens or judgments encumbering the Leased Premises and the Tower oxcopt as set forth in Exhibit B attachod horoto, and that there are no other rub..} encumbrances on the title to the Leased Premises or the Tower, except as sot forth on y~ Exhibit B attachod horoto that would prevent TENANT from using the Leased Premises I for the uses intended by TENANT as hereinafter set forth in this Agreement. -P Inspections. LANDLORD shall permit TENANT during the Option Period, and any extension thereof, free ingress and egress to the Leased Premises and the Tower by TENANT and its employees, agents and contractors to conduct structural strength analyses, subsurface boring tests, radio frequency tests and such other tests, investigations and similar activities as TENANT may deem necessary, at the sole cost of TENANT. TENANT and its employees, agents, and contractors shall have the right to bring the necessary vehicles and equipment onto the Leased Premises or the Tower and the LANDLORD's Surrounding Property to conduct such tests, investigations and similar activities. tdicolle.ga6/IO/97tc 2 VU' ."\ . .' Surveys. LANDLORD also hereby grants to TENANT the right to survey the Leased Premises and LANDLORD's Surrounding Property, and the legal description of the Leased Premises on the sur:vey obtained by TENANT shall then become Exhibit "C", which shall be attached hereto and made a part hereof, and shall control in the event of discrepancies between it and Exhibit "A", Governmental Approvals. TENANT's ability to use the Leased Premises and the Tower is contingent upon its obtaining all certificates, permits, and other approvals that may be required by any federal, state or local authorities. If requested by TENANT, any such applications may be filed with respect to, not only the Leased Premises, but also LANDLORD's Surrounding Property. TENANT will perform all other acts and bear all expenses associated with any zoning or other procedure necessary to obtain any certificate, permit, LEASE or approval for the Leased Premises deemed necessary by TENANT. LANDLORD agrees not to register any written or verbal opposition to any such procedures. Exercise of Option. TENANT shall exercise the Option by written notice to LANDLORD by certified mail, return receipt requested. The notice shall be deemed effective on the date it is posted. On and after the date of such notice, this Agreement shall also constitute a lease agreement between LANDLORD and TENANT on the following terms and conditions: LEASE AGREEMENT 1. 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) Three ~) transmit and three (2.) receive antennas and zero ~) Microwave dish(es) to be located on the catwalk foot L-') to foot L') level of the Tower. LANDLORD will cause rd 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 C ante~nas at any time during this Agreement as long as TENANT stays botwesn the ~~t~a]\ foot L') to foot L') level, does not use any additional Tower capacity and complies with all the other terms of this Agreement (Le., 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 accepted engineering practices, including without limitation the right to run such lines and other cables within the line space. tdicolle.ga6/IO/97tc 3 ilL- . . .- LANDLORD also leases to TENANT a twenty-five foot by thirty 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 BTS equipment LANDLORD shall allow TENANT to pour a ten foot by fifteen foot ( 10 ' X 15 ') concrete pad within this designated leased area and place 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 on or to bring utilities across the Leased Premises in order to service the Leased Premises, Tower, antennas and other equipment. LANDLORD shall provide 24 hour, 7 days per week access to TENANT for maintenance purposes. 2. Term: This Agreement shall commonco upon tho oarlier of the start of construction of tho oquipmont shelter and pad or the install3tion of tho antonna on tho /)~ Tov.'sr, 'A'hich date shall be provided to LANDLORD in writing within ton (10) days -'f!~~ following tho start of said construction, and which \witton notico shall automatically II- becomo a part of this /\gresmont. This Agreement shall then run for a period of five ~) years, subject to the terms and conditions set forth in Paragraph 15 hereof. 3. 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' s -------------------------------- Dollars ($ 12 ,000.00 ). 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 ct:! this Agreement for four (1) additional consecutive five (5) year periods. Each option for (l( 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. tdicolle.ga6/10/97tc 4 (It:.. .' The annual rental for the extended terms shall be as follows: Extended Term Annual Rental 1 st 2nd ~ 4tH $ 13,800.00 $15,870.00 $ $ The annual rental for the extended terms shall be payable in the same manner as the annual rental for the initial term. If at the end of tho fourth (4th) extended term this Agreement has not been terminatod by eithor party, this Agroomont shall continuo in force upon tho same covenants, torms and conditions for a furthor annual term, and for annual torms thoroaftor until terminatod by oithor party. The annual rental fee for each additional ronowal poriod shall be equal to tho annual rontal foo paid for tho immediately provious torm and incroased by porcont ~%), and same increase shall apply oach year thereaftor should this Agreement be ronowod. ~ ((i~ 5. Tower Studies. TENANT agrees to reimburse LANDLORD for the cost of all necessary Tower studies determining 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 Tower 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. 6. Approvals. TENANT is responsible for obtaining all necessary Federal, State and local governmental approvals. 7. Installation Plans. TENANT, without liability of any kind to LANDLORD, may commence work only after LANDLORD has approved all 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. 8. Standard for Performance. TENANT, at its sole cost and expense, shall cause the approved work to be done and completed in a good, substantial and tdicolle.ga6/10/97tc 5 I1c 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 proper execution and completion of the work. TENANT shall promptly pay when due all costs and 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. Interference. LANDLORD 3nd TENANT sh311 3t 311 timos oxercise the gre3tost care and judgment to prevont d3m3ge to tho sorvicos of tho other. TENANT will. cause its ongineers to verify, by froquency search, that its signal will not intorfere with the 9f! r3di3ting or receiving bcilitios of LANDLORD or othors using U\NDLORD's property as of the d3to of execution of this Agreement. In the event interioronco is oncountered, {JL TENANT.and U\NDLORD will oxercise their best offorts to promptly ~md diligently resolve such probloms immodiately 3ftor notico of such intorforenco. In the e~/ent TENANT is unsuccessful in its offorts to resolve tho intoriorenco 3f.tor 3 ro3son3ble period (but not more th3n 120 days), LANDLORD may termin3te this Agreement without further liability to TENANT, oxcopt 3S providod bolow. Intorforonco sh311 bo deemed to be 3ny interferonco which viol3tos tho terms 3nd conditions of transmitter licenses, 3nd/or rulos and rogul3tions of tho Foderal Communic3tions Commission 3nd/-or intorforenco of LANDLORD's uso, tr3nsmitt31, or communications. tdicolle.ga6/10/97tc 6 yat 13. Indemnification. TENANT shall be liable for any damage to the Tower, or to any equipment located on the Tower, arising out of or in connection with TENANT'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. 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. Each party agroos to indomnify, defend ~md hold h3rmloss the othor p3rty from and /IIhJ against ~my 3nd 311 d3m3gos, Ibbility, loss 3nd c13ims for injuries to or doath of porson ':-ft/~ 4L. and for d3mages, liability, loss and claims to the Leased Premisos, 3ppurtenances or Y- appro3chos thereto, arising out of or in connoction with such party's uso or occup3ncy of . tho TOVJor and tho L03sod Promises. 14. Contingencies. This LEASE is contingent upon approval by regulating 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 have 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. 15. Termination. In tho ovent that LANDLORD's le3sehold interest in the. L03sed Promises is canceled or tormin3tod for any reason, this Agrooment shall terminato 3S of the date of the tormin3tion of LANDLORD's loasohold interest and rw2iJ U\NDLORD shall rofund to TENANT, 'oVithout intorost, tho pro rata sharo of tho ront ~:~ dollars th3t have been paid in 3dv3nce of any unoxpired torm horeunder. L.'\NDLORD 'fPt' sh311 provido notico to TENANT of 3ny condition of def3ult undor LANDLORD's lease of the L03&od Promisos ("Mastor Lease"), or of tho oxistonco of 3ny condition '.vhich upon the passage of time or giving of notice or both would become a breach under the terms of tho M3stor Loaso, 3nd TENANT Sh311 h3\'0 the right, but not tho oblig3tion, to cure any such dobult undor tho M3ster Lease. LANDLORD Sh311 bo Ibblo to TENANT for 3ny 3nd all costs incurrod in curing such dobult. 16. 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 this Agreement immediately, without further notice, and require TENANT to remove, or cause 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 associated equipment from LANDLORD's Tower and for removal of associated tdicolle.ga6/10/97tc 7 structures from space provided. LANDLORD shall not be liable for any damage to such equipment during its removal. 17. Surrender of Premises. Upon expiration or termination of this Agreement, TENANT, at its own cost and expense, shall completely remove or have removed, 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. 18. Assignment. This Agreement may be sold, assigned or transferred at any time by TENANT to TENANT's parent company or any affiliate or subsidiary of TENANT or its parent company; to any successor entity with or into which TENANT is sold, merged or consolidated; or to any entity resulting from a reorganization of TENANT or its parent ~ company; or to 3ny third p3rty agreeing to be subject to the terms horeof. Otherwise, this Agreement may not be sold, assigned, or transferred without the written consent of ;ze. LANDLORD, such consent not to be unreasonably withheld or delayed. TENANT may sublease the Leased Premises, but will provide written notice to LANDLORD of the sublease. 19. 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 requires 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 LANDLORD: As to TENANT: TDI, Inc. 5901-A Peachtree Dunwoody Road, Suite 500 Atlanta, Georgia 30328 20. 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. 21. 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 tdicolle.ga6/10/97tc 8 ~ 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. 22. Property Taxes. LANDLORD shall be rosponsible for all proporty taxos duo on the Laasod Promises. -~ (lL 23. Governing laws. This Agreement and the performance thereof shall be governed, interpreted, construed and regulated by the laws of the state wherein the Leased Premises and the Tower are located. 24. Attorney Fees 3:1d Costs. In connection with any onforcement action or /l/1.J~j litigation arising out of this Agreement, tho prevailing party, whother LANDLORD or ytpv- TEN/\NT shall be ontitlod to rocover all COE:ts incurred, including roasonable attornoy's and logal aSE:iE:tant fOOE:, for services rondered in connection thorowith, including appollato procoodings and post judgment procoodings. (b... 25. Final Agreement. This Agreement represents the final agreement of the parties and no agreements or representations, unless incorporated into this Agreement, shall be binding on any of the parties. The date of this Agreement shall be the day upon which it becomes fully executed by all parties. 26. leasehold. Not Usufruct. This Agreement, if TENANT exercises the Option, grants to TENANT a leasehold estate and not merely a usufruct. 27. Miscellaneous. At the request of TENANT, LANDLORD agrees to execute a memorandum or short form of this Agreement in recordable form, setting forth a description of 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. -THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK- tdicolle.ga6/10/97tc 9 yt, IN WITNESS WHEREOF, the parties hereto have set their hands and affixed their respective seals the day and year written below. Signed, sealed and delivered this J ~ day of ~F/I1~ 199 L, in the presence of: 713.1Uf l) h1u-u Jl~ Unofficial Witness M~~~ ..... Notary Public .' My' C(in-\l:r~i$sion !::xpires: ~~~JIC. 'Rlctimona County. Georgia ~_~fnl~~ t.Xplres uec. ~. :'WOl ,. (NOTARIAL SEAL) Signed, sealed and delivered this /~)i. day of (Jet;hlp-- , 199 L, in the presence of: Unofficial Witness ~/t) Notary P lic My Commission Expires: ~J8rapy r"Lli.... GWlnnett Cou . My Commission Expires Dece~~e~~~;~~ (NOTAR!AL SEAL) 9 Idicolle.ga6/IO/97Ic LANDLORD: By: N e: Lar tuN Title: Ma 0 Attest: ~ J e-1I'll- . C'A/II ;1l-Clerk TENANT: TDI, INC., a Georgia corporation By: ~. Robert Cutler President Attest: Secretary ft:- Addendum No.1 to Co-Location Option and Lease Agreement dated -S~ -;y , 1993::., by and between RI CH~OND COUNTY, GEORGIA I Y\ \[ M/ f-r\l~S~1 Ge,o~ib., as LANDLORD, and TDI, INC., as TENANT LANDLORD and TENANT hereby agree that the terms and conditions of the Agreement are hereby supplemented and/or amended as follows: 1. In the event that LANDLORD's interest in the Leased Premises is a leasehold interest, /'J/b.J '(:;'''e the Agreement is modified as stated horoinaftor: fit; Notwithstanding anything containod in the Agreemont to tho contrary, LANDLORD and TENANT acknowledge that LANDLORD's intorost in tho Loasod Premises ir.-a loasehold intorest by virtue of that cortain Agroomont, by and betlNeen LANDLORD, as , and , as , datod , 199_, and placed of public rocord by virtue of that certain f1t.J ..... -Memorandum of ,datod ,199_, 1';- and recorded in the public records of County, in tho stato of , on ,199 ,in Doed Book , Pago ("Mastor Loase"). Thoroforo, for purposes of tho Agroomont and the subsequent memorandum (referred'to in Paragraph 27 of .. . the I\greemont), tho dofinod torms of "LANDLORD" and "TENANT" are hereby dolotod and replaced with "SUBLESSOR" and "SUBLESSEE", rospoctivoly. Additionally, SUBLESSOR horoby S'Nears and affirms that it has the right and the. authority to lease tho Leased Promisos to SUBLESSEE and that any and all. .. . ., consents roquirod with regard thereto have been obtainod. Accordingly",. ,; , SUBLESSOR does horeby agree to hold harmless and indemnify SUBLESSEE ~ from any and all loss or damage incurred by SUBLESSEE, including attornoy . I'fz( and paralegal foos, costs and consoquenti3l damages rosulting from logal proceedings brought or threatonod, the basis of which is an allogation that the Agreemont violates the provisions of the Master Lease. Furthermore, as SUBLESSEE intends to titlo insure its loasohold intorest in the Leased Premises, SUBLESSOR agreos that this indemnity shall also benefit SUBLESSEE's title insurance company, who will rely upon same in issuing said insurance. 2. In the event that the LANDLORD's interest in the Leased Premises is an ownership interest, Paragraph 15 is deleted in its entirety. Any capitalized term used in this Addendum and not otherwise defined herein shall have the meaning given such term in the Agreement. In the event of conflict between the Agreement and this Ad7i-en u ,this Addendum shall control. LANDLORD's initials: . TENANT's initials: IlL '''00'1<.,,6110197" r w ADDENDUM NO.2 TO CO-LOCATION OPTION AND LEASE AGREEMENT DATED -jv..Xl^) '}- , 199.3=, BY AND BETWEEN RICHMOND COUNTY, GEORGIA~AS LANDLORD, AND TDI, INC., AS TENANT, RELATING TO THE GEORGETOWN WATER TOWER *' ('\\u..- ~ ~f;t~ I ~~ ~iC"N LANDLORD and TENANT hereby agree that the terms and conditions of the Agreement are hereby supplemented and/or amended as follows: 1. LANDLORD and TENANT agree that the word "communication" found on the fifth line of the second paragraph of page 1 of the Agreement shall be stricken. Further, the parties agree that the Leased Premises consist in part of a water tower, which is the Tower referred to in this Agreement and which is known as the Georgetown water tower. 2. This Option Period shall expire at the end of the ninetieth (90) day following TENANT's receipt of written notice from LANDLORD that LANDLORD's repainting and other refurbishment work on the subject water tower, to include any clean up of lead based paint removed from the subject water tower, has been completed. Notwithstanding the above, LANDLORD makes no warranties, representations, or certifications as to the environmental status of the Leased Premises. 3. The second and third sentences of the fourth paragraph on page 1 of the Agreement are stricken in their entirety. 4. The first paragraph on page 2 of the Agreement is hereby stricken in its entirety and replaced with the following language: Transfer of Option. The Option may be sold, assigned, or transferred at any time by TENANT to BellSouth Personal Communications, Inc., a Delaware corporation d/b/a BellSouth Mobility DeS, provided that said entity agrees to be subject to the terms of this Agreement. From and after the date the Option has been sold, assigned or transferred by TENANT to the entity referenced above, TENANT shall immediately be released from any and all liability under this Agreement, including the payment of any rental or other sums due, without any further action. 5. In the third paragraph on page 2 of the Agreement, the language "except as set forth in Exhibit "B" attached hereto" found at line 5 and at lines 6 and 7 of the paragraph are hereby stricken. ADDENDUM NO.2 TO CO-LOCA nON OPTION AND LEASE AGREEMENT r/fe. 6. The first sentence of Section 2 of the Agreement, found on page 4 of the Agreement, is hereby stricken in its entirety and replaced with the following language: This Agreement shiHI commence upon the date the Option is exercised by TENANT or the assignee identified herein. 7. Section 4 of the Agreement, found at page 4, is modified by striking, on line 2 of the first paragraph, the term "four (4)" and replacing that term with "two (2)." By virtue of this modification, TENANT shall have the option to extend the term of this Agreement for two (2) additional, consecutive 5-year periods. The last paragraph of Section 4 of the Agreement, which is found on page 5 of the Agreement, is hereby stricken from the Agreement in its entirety. 8. Section 12 of the Agreement, found at page 6 of the Agreement, is hereby stricken in its entirety and replaced with the following language: Interference. (a) TENANT's equipment will not provide stray currents that will in any way damage the Tower's integrity. (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 LANDLORD's Tower as of the Commencement Date. 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 LANDLORD's Tower. In the event TENANT's equipment causes such interference, TENANT will take all steps necessary to correct and eliminate the interference. If said interference cannot be eliminated within forty-eight (48) hours after receipt of written 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 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, 2 (l? 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. LANDLORD agrees that in the event such lessee or licensee causes interference with TENANT's equipment, LANDLORD will 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 (48) hours after receipt of notice of the existence of the interference from LANDLORD to such lessee or licensee, LANDLORD shall cause such lessee or licensee to disconnect the electric power and shut down such lessee's or licensee's equipment (except for intermittent operation 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 completely rectified to the satisfaction of TENANT within thirty (30) days after receipt of said notice by such lessee or licensee, LANDLORD shall, upon TENANT's request, cause such lessee or licensee to remove its antennae and transmitting and receiving equipment from the Leased Premises. (d) In the event that LANDLORD proposes to enter or does enter into lease or license agreements with others for other portions of the Leased Premises, TENANT, subject to TENANT's rights under section 8(c) of this Addendum 2, shall make reasonable efforts to cooperate with LANDLORD and such lessee or licensee to facilitate the co-location of such lessee or licensee on the Leased Premises. In making such reasonable efforts to cooperate, TENANT shall not be required to remove or relocate its existing antennae on the Tower. 3 (~ 9. Section 13 of the Agreement, found on page 7 of the Agreement, is hereby modified as follows: (a) The title of Section 13 is now amended to read as follows: Indemnification; Insurance. (b) The last sentence of Section 13 is hereby stricken and replaced with the following language: TENANT agrees to indemnify, defend and hold harmless LANDLORD from and against any and all damages, liability, loss, and claims for injuries to or death of person or for damages, liability, loss and claims to the Leased Premises, of appurtenances or approaches thereto, arising out of or in connection with TENANT's use or occupancy of the Tower and the Leased Premises. (c) Section 13 of the Agreement is further amended by the addition of the following language: TENANT shall procure and maintain at TENANT's sole cost and expense and in full force and effect throughout the term of this Agreement, such public liability and property damage policies as TENANT may deem reasonable and necessary but in no event shall said policies provide a combined single limit of less than $1,000,000. 10. Section 15 of the Agreement, found at page 7 of the Agreement, is hereby stricken in its entirety and replaced with the following language: Termination. Except as otherwise provided herein, this Agreement may be terminated, without any penalty or further liability upon written notice as follows: (a) By either party upon a default of any covenant or term hereof by the other party which default is not cured within sixty (60) days of receipt of written notice of default (without, however, limiting any other rights available to the parties pursuant to any other provisions hereof); 4 {lL (b) Upon thirty (30) days written notice by TENANT if it is unable to obtain or maintain any license, permit or other governmental approval necessary to the construction and operation of the facilities contemplated under this Agreement or TENANT's business; or (c) By TENANT for any reason or no reason at all upon six (6) months' advance written notice from TENANT to LANDLORD. II. The language "or to any third party agreeing to be subject to the terms hereof," found at the fifth line of Section 18 of the Agreement (at page 8), is hereby stricken. 12. Section 22 of the Agreement, found at page 9 of the Agreement, is hereby stricken in its entirety and replaced with the following language: Taxes. Any taxes including but not limited to real estate and property taxes assessed on the Leased Premises shall be paid by LANDLORD except that TENANT shall pay any taxes levied on TENANT's personal property located or installed on the Leased Premises. TENANT's equipment shall remain TENANT's personal property even though it may be attached or affixed to the Leased Premises or the Tower. 13. Section 24 of the Agreement, found at page 9 of the Agreement, is hereby stricken in its entirety. 14. TENANT agrees that in installing its equipment on the Leased Premises, TENANT will not enclose any fire hydrants within the security fence which is to be erected around said equipment. 15. In installing its equipment, TENANT agrees to use Andrew hanger blox or similar equipment approved by LANDLORD to neatly arrange and secure cables to the leg or legs of the Tower. 16. Should LANDLORD, during the term of this Agreement, to include any renewals, desire to perform or be required to perform maintenance on the Leased Premises, LANDLORD shall make reasonable efforts to accomplish such work without causing or requiring any discontinuation in TENANT's telecommunication services. Should LANDLORD desire to perform or be required to perform any such maintenance or repairs that cannot with reasonable efforts be accomplished without causing or requiring a discontinuation in TENANT's telecommunication services, TENANT shall be given as much 5 fl.., . ' advance written notice (up to thirty (30) days) of the commencement of the work causing or requiring such discontinuation as is reasonable under the circumstances, and TENANT shall have the right to locate on the Leased Premises a mobile unit sufficient to allow TENANT to continue servicing its customers during the performance of such work. Any capitalized term used in this Addendum and not otherwise defined herein shall have the meaning given such term in the Agreement. In the event of any conflict between the Agreement (without this Addendum) and this Addendum, this Addendum shall<' control. LANDLORD's initials: ~ ~ 'f2.c. TENANT's initials: 6 . . EXHIBIT IIAII .. .~ ALL that certain tract, or parcel of land, situate, lying and being in Richmond County, Georgia, more particularly described as follows: Commencing at a point at the Northeast corner of the intersection of Kipling Road with the right-of-way of U. S. Highway #1, thence South 15 degrees 02 minutes East for a distance of 434.2 feet to the point of BEGINNING; thence North 81 degrees 24 minutes East for a distance of 174.45 feet; thence South 11 degrees 29 minutes West for a distance of 150.03 feet; thence North 64 degrees 54 minutes West for a distance of 145.70 feet to the right-of-way of Kipling Road; thence North 10 degrees 15 minutes West for a distance of 60.00 feet along the Easterly right-of-way of Kipling Road to the point of BEGINNING, containing 0.36 acres, BOUNDED AS FOLLOWS: on the North by property belonging to Walters & Sons, Inc, on the East by property now or formerly' of Nixon, on the South by property now or formerly of Wa-l ters & Sons, Inc. and on the West by Kipling Road. For a more complete and accurate description as to distances and location of the property hereby conveyed, a plat prepared by Zimmerman, Evans & Leopold, Engineers, dated December 4, 1969, recorded in the office of the Clerk of the Superior Court of Richmond County, Georgia in Realty Book 36-B, pages 553-8 and 278, page 179. Dd-IQ-\)\\)~ (It.- .' Premises. If none, please state "none". Debts: Lender: Loan Officer Name and Telephone' Loan Number: Liens: tdicolle.ga6/IO/97tc EXHIBIT "B" (lC-- i' . EXHIBIT "e" Legal Description and Survey of the Leased Premises (to be attached at a later date) tdicolle.ga6/10/97tc .~: ~ ~ (1(, Site Name: LumJ2kin Road S~te #: 026-010/A ASSIGNMENT AGREEMENT (GEORGIA) THIS ASSIGNMENT AGREEMENT ("Assignment") is made and entered into this I~ day of October, 1997, by and between TDI, INC., a Georgia corporation (hereinafter "TDI"), whose address is 2100 RiverEdge Parkway, Suite 220, Atlanta, Georgia 30328, and BELLSOUTH PERSONAL COMMUNICATIONS, INC., a Delaware corporation (hereinafter "BELLSOUTH"), whose address is 3353 Peachtree Road, NE, Suite 300, Atlanta, Georgia 30326. WITNESSETH: That for and in consideration of the sum ofTen Dollars ($10.00) and other good and valuable consideration in hand paid, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows: 1. TDI hereby sells, transfers and assigns to BELLSOUTH, or its designee, and BELLSOUTH, or its designee, hereby accepts the sale, transfer and assignment of all rights and obligations ofTDI pursuant to the provisions set forth in the CO-LOCATION OPTION AND LEASE AGREEMENT by and between RlCHMOND COUNTY, GEORGIA, NKA AUGUSTA, GEORGIA, as Landlord, and TDI, as Tenant, dated, JULY 2, 1997 (the "Lease"), pertaining to that certain property known as : WATER TANK SITE AT INTERSECTION OF 1-520 AND DEANS BRlDGE ROAD, AUGUSTA, GEORGIA 30904 (street address, city, state and zip), and located in RlCHMOND COUNTY. 2. In consideration of the foregoing, BELLSOUTH, or its designee, shall reimburse to TDI, upon demand, any option money, deposit money, or other monies paid by TDI as set forth in said Lease. If its designee, if any, fails to timely remit the foregoing monies to TDI, BELLSOUTH shall pay such monies to TDI upon demand. IN WITNESS WHEREOF, this Assignment has been signed, sealed and delivered as of the date first above written. By: TDI, INC., a Georgia corporation ~- Robert Cutler, President BELLSOUTH PERSONAL COMMUNICATIONS, INC., a Delaware .corporation (Corporate Seal) By: U\v-t.r- ~ Victor Allen, Real Estate and Construction Manager By: M.H. Stephens, Technical Director (Corporate Seal) \fU )\ c i n 9 u I a r'" WIRELESS VIA Certified Mail Tracking Number 70020860000649673253 October 30,2002 Augusta, Georgia 530 Green Street/Room 802 City County Building 11 Augusta, GA 30911- Subject: Notice of Intent to Extend Lease Term for Cingular Wireless Site 026-010 Dear Sirs: Pursuant to the Lease Agreement for the aforementioned site, this letter will serve as notification that we are hereby exercising our option to extend the term of this Lease for an additional 5 year term from May 28, 2003 through May 27, 2008. In addition, the annual rent amount will increase on May 28, 2003 to $13,800.00. Should you have any questions regarding the above, please contact me at the address below or call our toll free number, 1-877-231-5447. Please reference on all communications the site name as found on the subject line of this letter to expedite processing of your request. ice Porter eal Estate Specialist Cingular Wireless LLC cc Cingular Wireless LLC Project Manager File Cingular Wireless' 6100 Atlantic Boulevard' GAN02 . Norcross, GA 30071 . @ SELLSOUTH Mobility ~d ~~ D(S~ 3353 Peachtree Road, N.E. Suite 300 Atlanta, Georgia 30326 November 4, 1997 Attn: Charles R. Oliver Administrator - Augusta, Georgia 801 Municipal Building Augusta, GA 30911 RE: LUMPKIN PARK 026-010A . Dear Lessor: Enclosed is an original Co-Location Option and Lease Agreement for the above referenced site for your records. If you have any questions, please give me a call on 404 841-1276. Sincerely, ~~- '7 . 1/ ~ Lease Administrator ~~Ir~Il~JI n i ", .,~. f,.,. J .'t'~1 ;]l,J "'" ~.,~ \'.;;:;:....;;." i::}~J (' :. Enclosure AUGUSTA.R10R,'OI~lil CI.."UN'TY . ,. ~ "..... . I ADMINISTRATOR'S o.i::;.7Cf;'