HomeMy WebLinkAboutTDI,Inc. (2)
Augusta Richmond GA
DOCUMENT NAME: 'Tl:) \, Inc.
. DOCUMENT TYPE: OC() '( eernexlt-
YEAR: O\l
BOX NUMBER: ~
FILE NUMBER: \~ c) .
NUMBER OF PAGES: ~
... .'
j ..?~~ 1;S".:Ja
1- _ _
,
120/520 026-002B
...
CO-LOCATION OPTION AND LEASE AGREEMENT
THIS CO-LOCATION~PTION AND LEASE AGREEMENT (the "Agreement"),
entered into this ~ - day of ~ , 19-.12., between
RICHMOND COUNTY, GEORGIA (\ lee....- u.. r ~
(hereinafter referred to as "LANDL RD") and TDI, INC., a Georgia corporation
(hereinafter referred to as "TENANT").
LAN~}P~R!1~~gel~~1~gO~do~~~~tstt~*]ih~~Q~~ctaio~e~~in parcel of property ~
located at wal ton way Extenslon an eeler Road , (l'-
City of Augusta County of Richmond , State of
Georgia , more specifically described in Exhibit "An, attached hereto and
made a part hereof (hereinafter referred to as the "Leased Premises") and LANDLORD
owns a communication 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 NoIlOO' 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.
Option Period. The Option may be exercised at any time on or prior to
5C\...("'\u-Q.AV~ ~O , 19.:l8lthe "Option Period"). ,^.t TENANT's election, and
upon TEN/\NT 'l.rlttlen notice to L/\NDLORD prior to eXpiration of the Option Period, the
Option Period may bo further oxtended for an additional period of six (6) months, through
anq including , 19_ with an additional payment of
Dollars ($ )
by TENI'.NT to LANDLORD for the extension of the Option Period. The Option Period
may be thereafter fuliher extended by mutual agreement in writing. 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.
~
;tl.
*See Addendum #1
tdicol1e.ga6/10/97tc
pA.-
Transfer of Option. Tho Option may bo sold, assignod, or transforrod at any timo
by TE~JJ\NT to TENl\NT's parent company or any affiliate or subsidiary of TEN.^.NT or its
parent company or to any third party agrooing to bo subject to the torms horoof.
Othol\vise, tho Option may not bo sold, assigned or transferrod without tho writton
consent of U\NDLOHD, such consent not to be unreasonably withheld. From and aftor
the date tho Option has boon sold, assigned or transferred by TENANT to a third party
agreeing to bo subjoct to tho torms horoof, TENANT shall immediately be roloasod from
:my :md all liability undor this Agroomont, including the payment of any rontal or othor
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 excopt as set forth in Exhibit B attachod horoto, and that there are no other o....rF tlJ.
encumbrances on the title to the Leased Premises or the Tower, oxcopt as Eot forth on (l.L
Exhibit B attachod h(:H=eta that would prevent TENANT from using the Leased Premises
for the uses intended by TENANT as hereinafter set forth in this Agreement.
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, subsurfac.8 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.ga6/10/97tc
2
{It-,
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 survey obtained by TENANT shall then become Exhibit "e",
which shall be attached hereto and made a part hereof, and shall control in the event of
discrepancies betweem it and Exhibit "A".
Governmentall 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 ll) transmit and three U) receive
antennas and zero L2.J Microwave dish(es) to be located on the
catwalk foot L-') to foot L') Is'/sl 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
<69ttEt't~as at any time during this Agreement as long as TENANT stays bet\vsen the r(lk.
catwalk 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
fines and other cables within the line space.
tdicol1e.ga6/10/97tc
3
(lL
LANDLORD also leases to TENANT a thirty foot by
thirty-five foot ~' X .22..') area of land, being a portion of the Leased Premises,
as described and dHpicted 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 Agroement shall commence upon tho oarlier of the start of
construction of tho oquipment sholtor and pad or tho installation of tho antenna on the /"'l~. /
Towor, '.vhich date shall be provided to LANDLORD in writing within ten (10) days ~.
following the start of said construction, and which written notice shall automatically
become a part of this Agroement. This Agreement shall then run for a period of
five L2-) 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
this Agreement for f€~ 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.
Idicolle.ga6/IO/97Ic 4
~
fJ':'.
flL
The annual rental for the extended terms shall be as follows:
Extended Term
Annual Rental
'1st
2nd
~~
4tf::l
$ 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 3t tho ond of the fourth (4th) oxtondod torm this I\groomont has not boon
tormin3tod by either party, this Agroomont shall continuo in force upon the same {}d4J
covon3nts, torms and conditions for a furthor 3nnu31 torm, 3nd for 3nnu31 torms thoro3f.tor 7:"0...
until tormin3ted by either party. Tho annual rontal foo for oach additional ronow31 poriod (fl<2..
Sh311 be oqual to the annual ront31 foo p3id for tho immodbtoly previous term 3nd
incroasod by percent L- %), and same increase shall apply oach year
thereaftor should this Agroomont bo renewed.
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. Installaltion 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
~
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. LANDL.ORD'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 011 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 ::md TENANT sh311 3t 311 times exercise the
gro3test C3ro 3nd judgment te prevent damago to tho sorvicos of tho other. TENANT will
cause its engineers to verify, by frequency search, that its signJI 'NiII not intorforo with tho
r3di3ting or rocoi'ling facilitios of LANDLORD or othors using LANDLORD's proporty 3S of ~
the d3to of oxocution of this :'\groomont. In tho ovont intorforonco is oncountorod, '/'-'
TENANT 3nd LANDLORD will oxorciso thoir bost offorts to promptly 3nd diligontly rosolve
such problems immodi3toly 3ftor notico of such intorforonco. In tho ovont TENANT is /lC
unsuccossful in its efforts to resolve the interferenco 3fter 3 ro3sonable period (but not
more th3n 120 d3YS), U\NDLORD m3Y tormin3to this Agroomont \...ithout furthor liability
to TENANT, except as provided belm\'. Interferenco shall bo doomod to bo 3ny
interferonco which viol3tos tho torms 3nd conditions of tr3nsmittor licenses, 3nd/or rules
and regul3tions of tho Fodor31 Communic3tions Commission and/or interferonce of
LANDLORD's uso, tr3nsmittal, or communic3tions.
tdicolte.ga6/IO/97tc
6
(l~
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, dofond and hold harmloss the other party from and
againet any and all damages, liability, loss and claims for injuries to or doath of person ~
and for damages, Iktbility, loss and claims to the Leased Premisos, appurtenances or ytl<-
approachos thereto, 3rising out of or in connection with such party's use or occupancy of
tho T o'lIer and the Loasod Promises.
14. Continlgencies. This LEASE is contingent upon approval by regulating
governmental authorities. In the event such approval is withheld or subsequently
withdrawn, or in the Hvent 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 the event that LANDLORD's leasehold interost in tho
Leased Promisos is: canceled or terminated for any roason, this Agroomont shall
terminate as of the '.data of the termination of LANDLORD's leasehold internst and
LANDLORD shall rofund to TENANT, without interost, the pro rata sharo of the rent ~
dollars that have beon paid in advance of any unexpired term herounder. U\NDLORD 7"
shall provide notice to TENANT of any condition of default under L.^,NDLORD's loaso of flc
tho Leased PromisOE: ("Master Lease"), or of tho existenco of any condition which upon
tho pass::1ge of timo or gi'.'ing of notice or both would become ::1 bre::1ch under the terms of
tho M::1ster Loase, and TENANT sh::111 h::1\'e tho right, but not the obligation, to curo any
such default under the Master Loase. LANDLORD shall be liable to TENI'.NT for ::my and
::111 costs incurred in curing such default.
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/IO/97tc
7
fie.
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 any third party agreeing to be subject to the terms hereof. Otherwise, this
Agreement may not be sold, assigned, or transferred without the written consent of
LANDLORD, such consent not to be unreasonably withheld or delayed. TENANT may fl~
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: '4,
As to TENANT: TDI, Inc.
5901-A Peachtree Dunwoody Road, Suite 500
Atlanta, Georgia 30328
20. Bindinl~ 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/IO/97tc 8
-Ie....
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. Proporty Taxes. LANDLORD shall be responsiblo for all property taxes fdJ;f(
duo on tho Loasod Promisos.
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. Attornoy Fees and Costs. In connection with any enforcement action or
litigation arising out of this Agreement, the pro'lailing party, 'Nhother LANDLORD or
TENANT shall be entitled to recover all costs incurrod, including roasonable attorney's
and logal assistant foos, for servicos rondered in connection there\''.'ith, including appellate
proceedings and post judgmont proceedings.
r''-'
9fIW
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.ga6/1 O/97tc
9
IlL,
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
/r2- day of~I'Tc;1Jt~sL
199.!!-, in the presence of:
76'5 /~) YY; bi~
Unofficial Witness '
.....~
~...
. - ..."~
. "",,-''': ,. ...' - ....
f"<;N.0taryPu'tJli~;~. .
::: r~J1',e.. /" 1"'. -' ~ .
~ ..II(~,(g(;r"Ir:;';.'(p3Ipn i;xplres:
~ . ..~ NOtary~lic. .Ric~morfd County, Georgia
~~~m.i'li&8t9A;~.e&-GCS. e, 2001
~.>~",,;'/.; '- /. f
:'<,~.N~! ~BI,6.[-~.~AL)
Signed, sealed /~nd delivered this
/i./J{ day of 1Jdfl&r- ,
199 L, in the presence of:
~ Ji
.} tJrJ!:i 1'-
no rJ t Witness
~~.~.~
,,,N;9taryJ::~bJic';.,., .
~~Y1y~C.9rri}~iS~J9f~Fxpires:
~ .::2 3 . rfbta.fr P~J2I!G, G~li:l~tt County, Georgia
= . _ : ~..:C~,J"'~':'IUII Ew;"? O\:L.'" " ,1;"" 7, 1999
~::.:. ~ ~".; :':::-'1
";: (NP'I.A!~IAl...$E~\L)
~~~~~~.~=_.~-_.--~ ~~:~
- ",- .......
,-,
.,-
tdicolle.ga6/10/97tc
LANDLORD:
\.
This document approved as
rJ!!Illl' !ff?
rn.~ to
TENANT:
TDI'INC..~~
By: ~
Robert Cutler
President
Attest:
Secretary
jk
Addendum No.1 to Co-Location Option and Lease Agreement dated "J:Jj 'if ,
199.:3;:, by and between RICHMOND COUNTY, GEORGIA.) {\\.uL.~u..~/q~i~ 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: fle-
1. In the o'.'ont that LANDLORD's intorest in tho Loased Premises is a loasehold interest,
the l\greemont is modified as statod horoinaftor:
Notwithstanding anything contained in the l\greement to the contrary, LANDLORD
and TENANT 3cknowledge that LANDLORD's interest in tho Loased Premises is a
leasohold interest by virtuo of that certain
Agreement, by and between LI\NDLORD, as , and
, as , datod
,199_, and placod of public rocord by virtuo of that certain
Memorandum of ,datod ,199_,
~:md recorded in tho public rocords of County, in tho state of
,on ,199_, in Deed Book
, Pago ("Master Loaso"). Therefore, for purposes of
tho Agroomont and the subsequent memorandum (referred to in Paragraph 27 of
the Agroomont), tho dofinod terms of "LANDLORD" and "TENANT" are hereby
deleted and roplacod with "SUBLESSOR" and "SUBLESSEE", rospectively.
Additionally, SUBLESSOR hereby s\vears and affirms that it has tho right and tho
authority to 10::lse the Loasod Premises to SUBLESSEE and that any and all
consonts requirod with rogard thereto have boon obtained. Accordingly,
SUBLESSOR doos horoby agree to hold harmless and indemnify SUBLESSEE
from any and 311 loss or damage incurred by SUBLESSEE; i'ncluding attorney
~md par31eg31 f.ees, costs and consequential damages resulting from legal
procoodings brought or thre3tened, tho basis of which is 3n allog3tion that tho
Agreement violates the provisions of tho Master Lease. Furthermore, as
SUBLESSEE intonds to title insure its leasehold intorost in tho Loasod Promisos,
SUBLESSOR agroos that this indemnity shall also bonoflt SUBLESSEE's title
insuranco comp::my, who ':.'ill 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 IJsed 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 Ad~p Addendum shall control.
LANDLORD's~'nitial : TENANT's initials: \~(..
tdicolIe.ga6/IO/97tc
(vi>>
~
{lc..
~
~~
ADDENDUM NO.2 TO CO-LOCATION OPTION AND LEASE AGREEMENT
DATED -5~ d- , 1994, BY AND BETWEEN RICHMOND COUNTY,
GEORGI~ AS LANDLORD, AND TDI, INC., AS TENANT, RELATING TO THE
WATER TOWE:RAT OR NEAR THE INTERSECTION OF WALTON WAY
EXTENSION AND WHEELER ROAD
~ l\.'u... ~~vL">~ I gtOY"l) ia,
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.
2. The term of the Option Period shall be three (3) months, running from
the date that this Agreement is fully executed.
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:
Transf(~r 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 DCS, 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.
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:
ADDENDUM NO.2 TO CO-LOCATION OPTION AND LEASE AGREEMENT
{tl
This Agreement shall commence upon the date the Option is
exercisE:d 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 parab'Taph, 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 E:ntirety 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,
TENAI'lT 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,
TENANT agrees to remove TENANT's equipment from the
Leased Premises and this Agreement shall then terminate
2
(L~
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.
9. Section 13 of the Agreement, found on page 7 of the Agreement, is
hereby modified as follows:
3
i ~l.-
(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);
(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
4
<f2c
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.
11. 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 i.ts 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 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
advance written notice (up to thirty (30) days) of the commencement of the work requiring
such discontinuation as is reasonable under the circumstances, and TENANT shall have the
5
,(le
. .
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. ~(l
LANDLO?alS~
TENANT's initials:
(Ie
.
6
fG
EXHIBIT II A"
ALL that tract or parcel of land, situate, lying and being in the
1269th District~ G. M., County of Richmond, State of Georgia, being
more particularly described as follows: Beginning at a point on
the Northeasterly right-of-way of Walton Way Extension, said point
being N. 32000' W. 225.0 feet along said right-of-way from an iron
pin marking the intersection of said right-of-way with the
Northwesterly right-of-way of Wheeler Road; thence continuing N.
32000' W. along the Northeasterly right -of -way of Walton Way
Extension 203.5 feet to a point; thence N. 45034' E. 204.88 feet to
a point; thence S. 32000' E. 247.4 feet to a point; thence S.
57055' W. 200.07 feet to the Point of Beginning.
Subject to Easement in favor of Georgia Power Company dated October
4, 1961, recorded in Realty Book 27-2, page 122,in the office of
the Clerk of the Superior Court of Richmond County, Georgia, and
Subj ect to right -of -way deeds in favor of Richmond County, Georgia,
dated August II, 1939, recorded in Realty Book 13-V, pages 545-546,
and dated September 13, 1963, recorded in Realty Book 29-P, page
885, both aforesaid records, granting easements for drainage and
the right to construct fills, embankments, ditches, culverts and
bridges;
.'
.,
As a part and parcel of this transaction and as a condition of and
consideration for the conveyance of the above described premises
the use of the same is hereby restricted for a period of ten (10)
years to uses other than for the purpose of storing, selling or
otherwise dispensing of automotive fuels, oils and other products
ordinarily sold at an automotive service station, and the City
Council of Augusta agrees to conform to this restriction.
I
I
I
.1
i
I
I
. I
,
fL'C,
~ -G(fjfJ-
EXHIBIT "B"
ki~t all ~ecure
Premises.
If none, please state. "none".
Debts:
Lender:
Loan Officer Name and Telephone:
Loan Number:
Liens:
tdicolle.ga6/10/97tc
'f-C-
;,'..
"
..
EXHIBIT "e"
Legal Description and Survey of the Leased Premises (to be attached at a later date)
tdicolte.ga6/10/97tc
pc