HomeMy WebLinkAboutAgenda - 09-05-2013 - 6bORANGE COUNTY
BOARD OF COMMISSIONERS
ACTION AGENDA ITEM ABSTRACT
Meeting Date: September 5, 2013
Action Agenda
Item No. 6 -b
SUBJECT: Approval of Ground Lease Between Orange County and American Towers,
LLC
DEPARTMENT: Asset Management Services,
Planning, County Attorney,
County Manager's Office
ATTACHMENT(S):
1) Master
Telecommunication Plan
Map
2) Site Illustration
3) Lease
PUBLIC HEARING: (Y /N) Yes
INFORMATION CONTACT:
Jeff Thompson, 919 - 245 -2658
Michael Harvey, 919 - 245 -2567
John Roberts, 919 - 245 -2318
Michael Talbert, 919 - 245 -2308
1
PURPOSE: To:
1. Conduct a public hearing on a potential Ground Lease Agreement with American
Towers, LLC, for the purpose of constructing and maintaining a communications
tower in northern Orange County;
2. Consider approving a Ground Lease Agreement with American Towers, LLC, for the
purpose of constructing and maintaining a communications tower in northern Orange
County; and
3. Contingent on Board approval, authorize the Chair to execute all necessary
documents to effectuate the Lease upon final review of the County Attorney.
BACKGROUND: Portions of Orange County are either not served, or are underserved, by
telecommunication services. This has become an impediment to essential County
communications for several departments (i.e. Emergency Services, Sheriff, Information
Technologies, Building Inspections, Health Department, etc) and has negatively impacted local
residents.
The County has adopted the Master Telecommunication Plan Map ( "Plan ") to enable proactive
action in addressing these issues. The Plan's map, illustrated in Attachment 1, "Master
Telecommunication Plan Map ", denotes potential location(s) for the siting of wireless support
structures. The Plan also serves as a marketing tool for the County to provide some direction
on where available properties, suitable for the development of wireless support structures, are
located.
1
One such property is the Orange County Solid Waste Convenience Center located off of Walnut
Grove Church Road. (Note Attachment 2, "Site Illustration ", which locates the Convenience Center
site and the proposed tower location). The County took action in 2011 to place this site on the Plan
and began to market the area for the location of a telecommunication facility.
This Walnut Grove parcel was purchased with Solid Waste Enterprise funds for the newly
constructed solid waste convenience center and to provide a future site for emergency storm
debris. Only 4.3 acres is usable for storm debris and an adjacent parcel would need to be
purchased for the Walnut Grove location to become a suitable long -term emergency storm
debris site. Solid Waste staff did not recommend the Walnut Grove location as an emergency
storm debris site in 2012. The monthly rent of $1,800 plus any addition income from co- location
agreements from subleases will be paid to the Solid Waste Enterprise Fund.
American Tower and AT &T have been working with the County Attorney, Asset Management
Services, and Planning to erect a tower on this site to address existing service deficiencies. The
presence of this tower in this location will dramatically improve communications services in the area
surrounding the site.
Based on real property provisions detailed in North Carolina General Statutes, the Board is
required to conduct a public hearing prior to consideration of the proposed lease. The lease
allows for multiple communications services to co- locate on the tower, including local, state and
federal emergency services assets. The tower height will be approximately 191 feet.
Should the Lease be approved, the tower will be constructed over the next several months and
operational no later than March 2014.
FINANCIAL IMPACT: Over the initial nine year Lease term and optional renewals, American
Tower will pay the County $1,800 per month. The monthly rental rate will increase three
percent (3 %) annually. American Tower will also pay the County 25% of the value of the rent of
each of the tower's subleases. All income generated by the Lease will be directed to the Solid
Waste Enterprise fund for enterprise fund purposes including but not limited to landfill post -
closure costs.
RECOMMENDATION(S): The Manager recommends the Board:
1. Conduct a public hearing on a potential Ground Lease Agreement with American
Towers, LLC, for the purpose of constructing and maintaining a communications
tower in northern Orange County;
2. Consider approving a Ground Lease Agreement with American Towers, LLC, for the
purpose of constructing and maintaining a communications tower in northern Orange
County; and
3. Contingent on Board approval, authorize the Chair to execute all necessary
documents to effectuate the Lease upon final review of the County Attorney.
Attachment 1
Telecommunication Plan Map Sites 3
(E -1) _
Piedmont Electric TowerI
+ (P -2) Cedar - '�
(P -1) Cedar 4� Grove Park 5 ,f i �'-
Grove Fire + r
___7• �-
Department f} y _ I -= (.. C5� (P -3) Caldwell
5 \� Fire Department
�
(P -15) Scott Property`
:L- 8E
(P -7) Buckhorn Road
(P -5) Walnut
Grove SW Site
{ ti-
(P -8) County
Soccer Fields (E -4)
Piedmont Electri
f Tower
(P -11)
OWASA
Property Y
� I J
(P -13) White
Cross Fire
Department
0
Existing Tower Locations
O
Proposed Tower Locations
Q
Approved Tower Locations
L
2 Mile Buffer
+ (P -4)
Future Northeast
1 Park
57
ti teu
(P -6) Eno Fire and
(E -2) Emergency Services
Occoneechee Tower _
I
(E -3) �
EMS Tower
I
c '
(P -9) County Park Site
i
Y
+
Y
E -1
79° 7' 14.75" W
E -2
79° 7' 19.17" W
36'3'42.86" N
E -3
(P -10) County Park Site
36° 3'36.50" N
-
�.
"f l �r' j 501
' r
36° 2'43.20" N
P -1
86 15
_
P -2
(P -12)
36° 10'45.37" N
P -3
American Stone
36° 11'14.82" N
P -4
Quarry (OWASA)
`_
P -5
79° 7' 6.63" W
ID
X
Y
E -1
79° 7' 14.75" W
E -2
79° 7' 19.17" W
36'3'42.86" N
E -3
79° 4'22.80" W
36° 3'36.50" N
E -4
79° 4' 42.51" W
36° 2'43.20" N
P -1
79° 12'29.57" W
36° 10'58.27" N
P -2
79° 8'25.44" W
36° 10'45.37" N
P -3
79° 0'53.63" W
36° 11'14.82" N
P -4
79° 3'4.87" W
36° 8'53.54" N
P -5
79° 7' 6.63" W
36° 8' 36.48" N
P -6
79° 0' 14.49" W
36° 6'53.57" N
P -7
79° 13'32.98" W
36° 4'54.21" N
P -8
79° 11'48.91" W
36'4'22.01" N
P -9
79'4'54.48" W
36° V4.18" N
P -10
79° 4'53.82" W
35° 58'41.90" N
° 13'40.60" W
35° 57' 45.49" N
P -12
79° 9'1.82" W
35° 55'56.00" N
P -13
79° 13'1.72" W
35° 53'43.60" N
P -14
79° 1'20.97" W
35° 52' 21.47" N
P -15
79° 10' 56.31" W
36° 7' 41.49" N
am °' � N
�` 1 inch = 3.2 miles
0 1 2 3
4 Miles
;�o n
Orange County Planning and Inspections Department
GIS Map Prepared by Brian Carson. 2/10/2012
Attachment 2
Site Illustration
M
1 Proposed Tower
86
57
\ N
70
Town of Hillsugh
City Limits
ETJ
• L 7
Attachment 3 5
A
AMERICAN TOWER"
C O R P O R A T I O N
NEW SITE DEVELOPMENT EXECUTED AGREEMENT INSTRUCTIONS
In order to ensure the prompt execution and processing of all agreements, American Tower
respectfully requests that the instructions below are followed when preparing to return executed
agreements.
1. Prior to returning to American Tower, please sign and date the signature page of all copies of
the Lease and Memorandum of Lease.
2. Ensure that all necessary witness signatures have been obtained (if witnesses are required).
3. Ensure that all applicable notary fields are completed and stamped with the notary's stamp.
4. Please complete a W -9, Payment Authorization Form, and if applicable, a mortgage
information form.
5. American Tower will retain two (2) originals of each document. Please print as many copies
as you plan to retain, along with two originals for American Tower.
6. Please print all signed documents on one -sided paper.
7. Send original documents to the following address:
American Tower Corporation
Attn: Tower Development Legal
10 Presidential Way
Woburn, MA 01801
8. American Tower will return your fully executed originals to the notice address provided.
{SK011162.DOCX
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10 Presidential Way • Woburn, MA 01801 • 781.926.4500 Office • 781.926.4555 Fax • www.americantower.com
Site Name: Phelps NC
Site Number: 280138
LEASE AGREEMENT
THIS LEASE AGREEMENT ( "Agreement ") is made effective as of the date of the latter
signature hereof (the "Execution Date') and is by and between Landlord and American Tower.
RECITALS
A. WHEREAS, Landlord is the owner of that certain parcel of land (the Property') located in the
County of Orange, State of North Carolina, as more particularly described on Exhibit A;
B. WHEREAS, Landlord desires to grant to American Tower an option to lease from Landlord a
portion of the Property (the "Compound), together with easements for ingress and egress and the
installation and maintenance of utilities (the "Easement" and together with the Compound, the
"Site ") both being approximately located as shown on Exhibit B; and
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained,
and other good and valuable consideration, the receipt, adequacy and sufficiency of all of which are
hereby acknowledged, the parties hereto hereby agree as follows:
1. Business and Defined Terms. For the purposes of this Agreement, the following capitalized
terms have the meanings set forth in this paragraph 1.
(a) American Tower: American Towers LLC, a Delaware
limited liability company
(b) Notice Address of American Tower: American Towers LLC
c/o American Tower Corporation
10 Presidential Way
Woburn, MA 01810
Attn: Land Management
with a copy to: American Towers LLC
c/o American Tower Corporation
116 Huntington Ave.
Boston, MA 02116
Attn: Law Department
(c) Landlord.
(d) Notice Address of Landlord.
(e) Initial Option Period. Six (6) months.
Orange County, North Carolina
Orange County
Attn: County Manager
P.O. BOX 8181
Hillsborough, NC 27278
(f) Renewal Option Period(s): Up to two (2) periods of ninety (90) days each.
(g) Option Period: The Initial Option Period and any Renewal Option Period(s)
{SK011162.DOCX 2 11
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Site Name: Phelps NC
Site Number: 280138
(h) Option Consideration (Initial Option Period): Two Thousand Dollars ($2,000.00)
(1) Option Extension Consideration (Renewal Option Period(s)): $500.00
0) Commencement Date: The date specified in the written notice by American Tower to
Landlord exercising the Option constitutes the Commencement Date of the Term.
(k) Initial Term: Nine years, commencing on the Commencement Date and continuing until
midnight of the day immediately prior to the fifth anniversary of the Commencement Date.
(1) Renewal Terms: Each of the six (6) successive periods of five years each, with the first
Renewal Term commencing upon the expiration of the Initial Term and each subsequent Renewal Term
commencing upon the expiration of the immediately preceding Renewal Term.
(m) Term: The Initial Term with any and all Renewal Terms
(n) Rent: The monthly amount of One Thousand Eight Hundred Dollars ($1,800.00).
(o) Increase Amount: Rent will increase annually by an amount equal to 3% of Rent for the
previous one year period.
(p) Increase Date: The first day following each anniversary of the Commencement Date.
2. Option to Lease.
(a) Grant of Option. Landlord hereby gives and grants to American Tower and its assigns,
an exclusive and irrevocable option to lease the Site during the Initial Option Period (the "Option ").
(b) Extension of Option. The Initial Option Period will automatically be extended for each
Renewal Option Period unless American Tower provides Landlord written notice of its intent not to
extend the Option.
(c) Consideration for Option. Option Consideration is due and payable in full within 30 days
of the Execution Date and American Tower will pay Landlord any Option Extension Consideration within
30 days of the commencement of any Renewal Option Period.
(d) Option Period Inspections and Investigations.
(1) During the Option Period, Landlord will provide American Tower with any keys
or access codes necessary for access to the Property.
(ii) During the Option Period, American Tower and its officers, agents, employees,
and independent contractors may enter upon the Property to perform or cause to be performed test
borings of the soil, environmental audits, engineering studies and to conduct a metes and bounds
survey of the Site and/or the Property (the "Survey"), provided that American Tower will not
unreasonably interfere with Landlord's use of the Property in conducting these activities. At
American Tower's discretion, the legal description of the Site as shown on the Survey may
replace Exhibit B of this Agreement and be added as Exhibit B of the Memorandum of Lease.
(iii) American Tower may not begin any construction activities on the Site during the
Option Period other than those activities described in, or related to, this paragraph 2(d).
{SK011162.DOCX 2 12
Site Name: Phelps NC
Site Number: 280138
(e) Exercise of Option. American Tower may, in its sole discretion, exercise the Option by
delivery of written notice to Landlord at any time during the Option Period. If American Tower exercises
the Option then Landlord will lease the Site to American Tower subject to the terms and conditions of this
Agreement. If American Tower does not exercise the Option, this Agreement will terminate.
Term.
(a) Initial Term. The Initial Term is as provided in paragraph 1(k).
(b) Renewal Terms. This Agreement shall be automatically renewed for the initial Renewal
Term and each successive Renewal Term, unless either Landlord or American Tower terminates the
Agreement prior to the expiration of the Initial Term or the Renewal Term which is then in effect by
giving the other party written notice of its intent to terminate at least six (6) months prior to the expiration
of the then current Initial Term or Renewal Term. Each Renewal Term will be on the same terms and
conditions provided in this Agreement except that Rent will escalate as provided in paragraph 4(b).
4. Consideration.
(a) American Tower will pay its first installment of Rent within thirty (30) days of the
Commencement Date. Thereafter, Rent is due and payable in advance on the first day of each calendar
month to Landlord at Landlord's Notice Address. Rent will be prorated for any partial months, including,
the month in which the Commencement Date occurs.
(b) On the Increase Date, the Rent will increase by the Increase Amount.
(c) In the event American Tower makes an overpayment of Rent or any other fees or charges
to Landlord during the Term of this Agreement, American Tower may, but will not be required, to treat
any such overpayment amount as prepaid Rent and apply such amount as a credit against future Rent due
to Landlord.
(d) American Tower will not be required to remit the payment of Rent to more than two
recipients at any given time.
(e) In the event of a sublet of a portion of the Compound by American Tower, American
Tower shall pay to Landlord twenty -five percent (25 %) of the net monthly rental proceeds American
Tower receives for each sublease, license or other collocation agreement of the Property entered into with
an Additional Collocator (as defined in Paragraph 5(b) below) subsequent to the Effective Date of this
Lease Agreement (the "Collocation Fee "). The Collocation Fee shall be exclusive of any amounts
contained in such rent paid by any third party which constitute pass - through items (including without
limitation electricity costs).
(f) Notwithstanding the foregoing, Landlord hereby acknowledges and agrees that the
provisions of this Paragraph 4 do not apply to any sublease, license or other collocation
agreement between American Tower and the Anchor Tenant (as defined in Paragraph 5(b) below) or the
Anchor Tenant's predecessors or successors in interest, or to any past or future modifications to such
agreements. The Anchor Tenant may be designated and/or substituted with an alternative Additional
Collocator by American Tower at American Tower's sole and absolute discretion.
(g) The initial payment of the Collocation Fee shall be due with the first monthly rent
installment payable after the commencement date (as defined therein) of each license or sublease with an
Additional Collocator. In the event a sublease or license with an Additional Collocator expires or
{sK011162.DOCx 2 13
Site Name: Phelps NC
Site Number: 280138
terminates, American Tower's obligation to pay the Collocation Fee for such sublease or license shall
terminate effective upon the date of such expiration or termination. Notwithstanding anything contained
herein, no Collocation Fee shall be due for any sublease or transfer if such sublease or transfer does not
result in additional equipment on the Tower.
(h) American Tower has the sole and absolute right to enter into, renew, extend, terminate,
amend, modify reduced rent, or allow the early termination of any future or existing subleases, licenses or
collocation agreements for occupancy on the Tower, all on such terms as American Tower
deems advisable, notwithstanding that such decisions may affect the amounts payable to the Landlord
pursuant to Paragraph 4 hereof. Nothing contained in this Lease Agreement shall be deemed or construed
as creating a joint venture, partnership, agency, employment or fiduciary relationship between the parties.
5. Use.
(a) American Tower will be permitted to use the Site for the purpose of constructing,
maintaining, removing, replacing, securing and operating a communications facility, including, but not
limited to, the construction or installation and maintenance of a telecommunications tower (the "Tower "),
structural tower base(s), guy anchors, guy wires, communications equipment, one or more buildings or
equipment cabinets, radio transmitting and receiving antennas, personal property and related
improvements and facilities on the Compound (collectively, the "Tower Facilities "), to facilitate the use
of the Site as a site for the transmission and receipt of communication signals including, but not limited
to, voice, data and internet transmissions and for any other uses which are incidental to the transmission
and receipt of communication signals (the "Intended Use ").
(b) American Tower, at its sole discretion, will have the right, without prior notice or the
consent of Landlord, to license or sublease all or a portion of the Site or the Tower Facilities to other
parties (each, a "Collocator" and collectively, the "Collocators "). The first Collocator to enter into a
sublease, license or collocation agreement with American Tower may sometimes be referred to herein as
the "Anchor Tenant" and the Collocators which enter into a sublease, license or collocation agreement on
a date subsequent to the date of the Anchor Tenant's agreement may occasionally be referred to herein as
an "Additional Collocator ". The Collocators will be entitled to modify the Tower Facilities and to erect
additional improvements on the Compound including but not limited to antennas, dishes, cabling,
additional buildings or shelters ancillary to the Intended Use. The Collocators will be entitled to all rights
of ingress and egress to the Site and the right to install utilities on the Site that American Tower has under
this Agreement
(c) Notwithstanding paragraph 5(b) American Tower shall reserve sufficient space on the
Tower and Tower Facilities to allow for the installation of emergency communications equipment at a
minimum height of one hundred seventy (170) feet (dimensions of vertical installation space to be
verified and approved by Landlord's consultant) for use by Orange County Emergency Services and Fire
Departments. Such emergency communications equipment shall be installed at Landlord's sole cost and
expense. Upon execution of American Tower's Site License Agreement, Landlord shall have the rights
and privileges of a Collocator, as detailed in that agreement. Landlord shall not be subject to Collocator
fees as described in American Tower's Site License Agreement.
(d) American Tower shall comply with existing administrative procedures and permitting
requirements of Orange County related to site preparation and study and the erection of a
telecommunication facility on the Property both during the Option Period and Term.
6. Tower Facilities.
{sK011162.DOCx 2 14
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Site Name: Phelps NC
Site Number: 280138
(a) American Tower will have the right, at American Tower's sole cost and expense, to erect
the Tower Facilities which will be the exclusive property of American Tower throughout the Term as well
as upon the expiration or termination of this Agreement.
(b) Landlord grants American Tower an non - exclusive easement in, over, across and through
the Property and other real property owned by Landlord contiguous to the Site as may be reasonably
required for construction, installation, maintenance, and operation of the Tower Facilities including: (1)
access to the Site for construction machinery and equipment, (ii) storage of construction materials and
equipment during construction of the Tower Facilities, and (iii) use of a staging area for construction,
installation and removal of equipment.
(c) American Tower may, at its sole expense, use any and all appropriate means of restricting
access to the Compound or the Tower Facilities, including, without limitation, construction of a fence and
may install and maintain identifying signs or other signs required by any governmental authority on or
about the Site, including any access road to the Site. Upon execution of American Tower's Site License
Agreement and installation of emergency communications equipment on the Tower or Tower Facilities,
Landlord shall have full access to the Compound, Tower, and Tower Facilities as needed in order to
operate and maintain the emergency communications equipment.
(d) American Tower will maintain the Compound, including the Tower Facilities, in a
reasonable condition throughout the Term. American Tower is not responsible for reasonable wear and
tear or damage from casualty and condemnation. Landlord grants American Tower the right to clear all
trees, undergrowth, or other obstructions and to trim, cut, and keep trimmed all tree limbs which may
interfere with or fall upon the Tower Facilities or the Site.
(e) American Tower will remove all of the above - ground portions of the Tower Facilities
within 180 days following the expiration or termination of this Agreement.
(f) If the Tower is a guyed tower, Landlord may grant American Tower an easement in,
over, across and through the Property or any other real property owned by Landlord as may be necessary
to American Tower during the Term of this Agreement for the installation, maintenance, alteration,
removal, relocation and replacement of and access to guy wires and guy wire anchors which may be
required by American Tower at its sole discretion and located outside of the Site. If the Tower is a guyed
tower such guyed tower may not be constructed, and guy wires may not be installed, in such a way as to
interfere with the use of any adjacent or contiguous properties. Should an easement on adjacent or
contiguous property owned by Landlord be granted for the installation, maintenance, alteration, removal,
relocation, and replacement of and access to guy wires and guy wire anchors such easement shall not
interfere with the use of the adjacent or contiguous properties. Landlord shall not be required to modify
existing policies, rules, or regulations related to the use of property to accommodate a guyed tower or any
associated guy wires or guy wire anchors.
7. Utilities.
(a) American Tower will have the right to install utilities, at American Tower's expense, and
to improve present utilities on the Property and the Site. American Tower will have the right to
permanently place utilities on (or to bring utilities across or under) the Site to service the Compound and
the Tower Facilities.
(b) If utilities necessary to serve the equipment of American Tower or the equipment of any
Collocator cannot be located within the Site, Landlord agrees to allow the installation of utilities on the
Property without requiring additional compensation from American Tower or any Collocator. Landlord
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Site Name: Phelps NC
Site Number: 280138
will, upon American Tower's request, execute a separate recordable written easement or lease to the
utility company providing such service evidencing this right.
(c) American Tower and the Collocators each may install backup generator(s) and other
systems related to generator status communication.
8. Access
(a) In the event that the Site loses access to a public right of way during the Term, Landlord
and American Tower will amend this Agreement, at no imposed cost to either party, to provide access to a
public way by: (1) amending the location of the Easement; or (ii) granting an additional easement to
American Tower.
(b) To the extent damage (including wear and tear caused by normal usage) to the Easement
or any other route contemplated hereunder intended to provide American Tower with access to the Site
and the Tower Facilities is caused by Landlord or Landlord's tenants, licensees, invites or agents,
Landlord will repair the damage at its own expense.
(c) American Tower will maintain access to the Compound from a public way in a free and
open condition so that no unreasonable interference is caused to Landlord or lessees, licensees, invitees or
agents of Landlord, or lessees, licensees, invitees or agents of American Tower. In the event that access
to the Compound is impeded or denied American Tower or any Collocator, Landlord will remedy the
impediment to access within twenty -four (24) hours of receiving notice that access has been impeded or
denied. Should access continued to be impeded or denied for longer than twenty -four (24) hours after
Landlord has received notice, American Tower may, without waiving any other rights that it may have at
law or in equity, employ reasonable methods to restore access without the prior consent of Landlord,
including, without limitation, cutting of felled trees. Notwithstanding the twenty -four (24) notice period,
in the event of an emergency, American Tower and/or its Collocators may employ reasonable methods to
restore access without the prior consent of Landlord, including, without limitation, cutting of felled trees.
In the event that access is denied through any grossly negligent or willful act or omission of Landlord, its
licensees, tenants, assigns or employees, American Tower is entitled to any actual damages suffered and
may pursue any and all legal and equitable rights and remedies permitted under applicable laws.
9. Representations and Warranties of Landlord. Landlord represents and warrants to American
Tower and American Tower's successors and assigns:
(a) Landlord has the full right, power, and authority to execute this Agreement;
(b) There are no pending or threatened administrative actions, including bankruptcy or
insolvency proceedings under state or federal law, suits, claims or causes of action against Landlord or
which may otherwise affect the Property;
(c) The Property is not presently subject to an option, lease or other contract which may
adversely affect Landlord's ability to fulfill its obligations under this Agreement, and the execution of this
Agreement by Landlord will not cause a breach or an event of default of any other agreement to which
Landlord is a party. Landlord agrees that it will not grant an option or enter into any contract or
agreement which will have any adverse effect on the Intended Use or American Tower's rights under this
Agreement;
(d) No licenses, rights of use, covenants, restrictions, easements, servitudes, subdivision rules
or regulations, or any other encumbrances relating to the Property prohibit or will interfere with the
Intended Use;
{SK011162.DOCX 2 16
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Site Name: Phelps NC
Site Number: 280138
(e) Landlord has good and marketable fee simple title to the Site, the Property and any other
property across which Landlord may grant an easement to American Tower or any Collocator, free and
clear of all liens and encumbrances. Landlord covenants that American Tower will have the quiet
enjoyment of the Compound during the term of this Agreement. If Landlord fails to keep the Site free
and clear of any liens and encumbrances, American Tower will have the right, but not the obligation, to
satisfy any such lien or encumbrance and to deduct the full amount paid by American Tower on
Landlord's behalf from future installments of Rent;
(f) American Tower will at all times during this Agreement enjoy ingress, egress, and access
from the Site 24 hours a day, 7 days a week, to an open and improved public road which is adequate to
service the Site and the Tower Facilities; and
(g) These representations and warranties of Landlord survive the termination or expiration of
this Agreement.
10. Interference. Neither American Tower nor Landlord will use, nor will American Tower nor
Landlord permit their tenants, licensees, invitees, or agents to use any portion of the Property in any way
which interferes with the Intended Use, including, but not limited to, any use on the Property or Landlord
owned surrounding property that causes electronic or physical obstruction or degradation of the
communications signals from the Tower Facilities ( "Interference "). American Tower shall be solely
responsible for resolving technical interference or Interference problems caused by the Tower Facilities or
any equipment installed thereon to any emergency communications equipment. Interference directly
caused by Landlord or its tenants, licensees, invitees, or agents will be deemed a material breach of this
Agreement by Landlord and Landlord will have the responsibility to terminate Interference immediately
upon written notice from American Tower. Notwithstanding anything in this Agreement to the contrary,
if the Interference does not cease or is not rectified as soon as possible, but in no event longer than 24
hours after American Tower's written notice to Landlord, Landlord acknowledges that continuing
Interference will cause irreparable injury to American Tower, and American Tower will have the right, in
addition to any other rights that it may have at law or in equity, to bring action to enjoin the Interference.
Interference directly caused by American Tower or its tenants, licensees, invitees, or agents will be
deemed a material breach of this Agreement by American Tower and American Tower will have the
responsibility to terminate Interference immediately upon written notice from Landlord. Notwithstanding
anything in this Agreement to the contrary, if the Interference does not cease or is not rectified as soon as
possible, but in no event longer than 24 hours after Landlord's written notice to American Tower,
American Tower acknowledges that continuing Interference will cause irreparable injury to Landlord, and
Landlord will have the right, in addition to any other rights that it may have at law or in equity, to bring
action to enjoin the Interference.
11. Termination. This Agreement may be terminated upon written notice as follows:
(a) By either party upon a default of any covenant or term of this Agreement by the other party
which is not cured within 60 days of receipt of written notice of default (without, however, limiting any
other rights available to the parties in law or equity); provided, that if the defaulting party commences
efforts to cure the default within such period and diligently pursues such cure, the non - defaulting party
may not terminate this Agreement as a result of that default.
(b) Upon 30 days' written notice by American Tower to Landlord if American Tower is unable
to obtain, maintain, renew or reinstate any agreement, easement, permit, certificates, license, variance,
zoning approval, or any other approval which may be required from any federal, state or local authority
necessary to the construction and operation of the Tower Facilities or to the Intended Use (collectively,
the "Approvals "); or
{SK011162.DOCX 2 17
Site Name: Phelps NC
Site Number: 280138
13
(c) Upon 30 days' written notice from American Tower to Landlord if the Site is or becomes
unsuitable, in American Tower's sole, but reasonable judgment for use as a wireless communications
facility by American Tower or by American Tower's licensee(s) or sublessee(s). Should American
Tower terminate this Agreement based on this paragraph American Tower shall be responsible for full
Rent payments for the 3 -month period immediately following Landlord's receipt of the notice required by
this paragraph.
(d) Upon eighteen (18) months written notice from Landlord to American Tower if Landlord's
statutory governmental authority is modified or changed in a manner that restricts or prohibits Landlord's
authority to engage in the activities contemplated herein.
(e) Except upon circumstances as reflected in paragraph I I (c) in the event of termination by
American Tower or Landlord pursuant to this provision, American Tower and Landlord shall be relieved
of all further liability hereunder.
12. Taxes.
(a) American Tower will pay any personal property taxes assessed on or attributable to the
Tower Facilities. American Tower will reimburse Landlord for any increase to Landlord's real property
taxes that are directly attributable to American Tower's Site and/or Tower Facilities upon receipt of the
following: (1) a copy of Landlord's tax bill; (2) proof of payment; and (3) written documentation from the
assessor of the amount attributable to American Tower. American Tower shall have no obligation to
reimburse Landlord for any taxes paid by Landlord unless Landlord requests reimbursement within 12
months of the date said taxes were originally due. Additionally, as a condition precedent to Landlord
having the right to receive reimbursement, Landlord shall, within 3 days of receipt of any notice from the
taxing authority of any assessment or reassessment, provide American Tower with a copy of said notice.
American Tower shall have the right to appeal any assessment or reassessment relating to the Site or
Tower Facilities and Landlord shall either (i) designate American Tower as its attorney -in -fact as required
to effect standing with the taxing authority, or (ii) join American Tower in its appeal.
(b) Landlord will pay when due all real property taxes and all other fees and assessments
attributable to the Property, Compound and Easement. If Landlord fails to pay when due any taxes
affecting the Property or the Site, American Tower will have the right, but not the obligation, to pay such
taxes and either: (i) deduct the full amount of the taxes paid by American Tower on Landlord's behalf
from future installments of Rent, or (ii) collect such taxes by any lawful means.
13. Environmental Compliance.
(a) Landlord represents and warrants that:
(1) No Hazardous Materials have been used, generated, stored or disposed of, on,
under or about the Property in violation of any applicable law, regulation or administrative order
(collectively, "Environmental Laws ") by either Landlord or to Landlord's knowledge, any third
party; and
(ii) To Landlord's knowledge, no third party been permitted to use, generate, store or
dispose of any Hazardous Materials on, under, about or within the Property in violation of any
Environmental Laws.
{SK011162.DOCX 2 18
Site Name: Phelps NC
Site Number: 280138
14
(b) Landlord will not, and will not permit any third party to use, generate, store or dispose of
any Hazardous Materials on, under, about or within the Property in violation of any Environmental Laws.
(c) American Tower agrees that it will not use, generate, store or dispose of any Hazardous
Material on, under, about or within the Site in violation of any applicable laws, regulations or
administrative orders.
(d) The term "Hazardous Materials" means any: contaminants, oils, asbestos, PCBs,
hazardous substances or wastes as defined by federal, state or local environmental laws, regulations or
administrative orders or other materials the removal of which is required or the maintenance of which is
prohibited or regulated by any federal, state or local government authority having jurisdiction over the
Property.
14. Indemnification.
(a) General.
(i) To the extent authorized by North Carolina law Landlord, its grantees,
successors, and assigns will exonerate, hold harmless, indemnify, and defend American Tower
from any claims, obligations, liabilities, costs, demands, damages, expenses, suits or causes of
action, including costs and reasonable attorney's fees, which may arise out of the negligent acts
of Landlord, its grantees, successors, and assigns, which acts are directly related to Landlord's
performance of this Agreement and which acts directly cause: (A) any injury to or death of any
person; (B) any damage to property, if such injury, death or damage arises out of or is attributable
to or results from the acts or omissions of Landlord, or Landlord's principals, employees,
invitees, agents or independent contractors; or (C) any breach of any representation or warranty
made by Landlord in this Agreement.
(ii) To the extent authorized by North Carolina law American Tower, its grantees,
successors, and assigns will exonerate, hold harmless, indemnify, and defend Landlord from any
claims, obligations, liabilities, costs, demands, damages, expenses, suits or causes of action,
including costs and reasonable attorney's fees, which may arise out of the negligent acts of
American Tower, its grantees, successors, and assigns, which acts are directly related to
American Tower's performance of this Agreement and which acts directly cause: (A) any injury
to or death of any person; (B) any damage to property, if such injury, death or damage arises out
of or is attributable to or results from the negligent acts or omissions of American Tower, or
American Tower's employees, agents or independent contractors; or (C) any breach of any
representation or warranty made by American Tower in this Agreement.
(b) Environmental Matters.
(i) To the extent authorized by North Carolina law Landlord, its grantees,
successors, and assigns will indemnify, defend, reimburse and hold harmless American Tower
from and against any and all damages arising from the presence of Hazardous Materials upon,
about or beneath the Property or migrating to or from the Property or arising in any manner
whatsoever out of the violation of any Environmental Laws, which conditions exist or existed
prior to or at the time of the execution of this Agreement or which may occur at any time in the
future through no fault of American Tower.
(ii) To the extent authorized by North Carolina law American Tower, its grantees,
successors, and assigns will indemnify, defend, reimburse and hold harmless Landlord from and
against environmental damages caused by the presence of Hazardous Materials on the Compound
{SK011162.DOCX 2 ) 9
Site Name: Phelps NC
Site Number: 280138
15
in violation of any Environmental Laws and arising solely as the result of American Tower's
activities after the execution of this Agreement.
15. Right of First Refusal; Sale of Property.
(a) During the Term, prior to selling the Site or any portion of or interest in the Property or
the Site, including but not limited to a leasehold interest or easement, or otherwise transfer Landlord's
interest in Rent, and prior to assigning the Rent or any portion of Rent to a third party, Landlord shall
notify American Tower in writing of the sale price and terms offered by a third party (the "Offer "),
together with a copy of the Offer. American Tower will have the right of first refusal to purchase the real
property interest or Rent or portion of Rent being sold by Landlord to such third party on the same
financial terms of the Offer. American Tower will exercise its right of first refusal within 30 days of
receipt of Landlord's notice and if American Tower does not provide notice within 30 days, American
Tower will be deemed to have not exercised its right of first refusal. If American Tower does not exercise
its right of first refusal, paragraph 15(b) of this Agreement will control the terms of the sale.
(b) Landlord may sell the Property or a portion thereof to a third party, provided: (i) the sale
is made subject to the terms of this Agreement; and (ii) if the sale does not include the assignment of
Landlord's full interest in this Agreement the purchaser must agree to perform, without requiring
compensation from American Tower or any Collocator, any obligation of the Landlord under this
Agreement, including Landlord's obligation to cooperate with American Tower as provided hereunder,
which obligation Landlord would no longer have the legal right or ability to perform following the sale
without requiring compensation from American Tower or any Collocator to be paid to such purchaser.
(c) In the event that American Tower sells or otherwise transfers the Tower or Tower
Facilities or any portion of or interest in the Tower or Tower Facilities, American Tower shall ensure that
the transfer is subject to any existing agreements with Collocators.
(d) Should American Tower at any time during the Term abandon the Tower and/or Tower
Facilities fee simple ownership of the Tower and Tower Facilities shall vest in Landlord. Upon such
vesting Landlord may declare this Agreement and any appurtenant legal documents void. Abandonment
shall be defined as the occurrence of any of the following:
(i) Actual notice from American Tower to Landlord that American Tower will
abandon the Tower or Tower Facilities on a date certain.
(ii) American Tower, its agents, and employees cease maintenance of the Compound
and maintenance and operations of the Tower and Tower Facilities for a period
of twelve (12) consecutive months.
(iii) American Tower fails to make Rent payments for twelve (12) consecutive
months.
16. Assignment.
(a) Any sublease, license or assignment of this Agreement that is entered into by Landlord or
American Tower is subject to the provisions of this Agreement.
(b) Landlord may assign this Agreement in its entirety to any third party in conjunction with
a sale of the Property in accordance with Paragraph 15 of this Agreement. Landlord will not otherwise
assign less than Landlord's full interest in this Agreement without the prior written consent of American
Tower.
{SK011162.DOCX 2 110
Site Name: Phelps NC
Site Number: 280138
16
(c) American Tower shall not sell, assign, or transfer this Agreement without the express
written consent of the Landlord, which shall not be unreasonably withheld, conditioned or delayed or
made the subject of a demand for additional fees or compensation; provided, however, this Agreement
may be sold, assigned, licensed, or transferred at any time by American Tower to any business entity
which (a) is a parent, subsidiary or affiliate of American Tower, (b) controls or is controlled by or under
common control of American Tower, (c) is merged or consolidated with American Tower, or (d)
purchases more than 50% ownership interest in or to the assets of American Tower to which this applies.
Upon assignment, American Tower shall be relieved of all liabilities and obligations hereunder and
Landlord shall look solely to the assignee for performance under this Agreement and all obligations
hereunder.
(d) American Tower may mortgage or grant a security interest in this Agreement and the
Tower Facilities, and may assign this Agreement and the Tower Facilities to any such mortgagees or
holders of security interests including their successors and assigns (collectively, "Secured Parties "). If
requested by American Tower, Landlord will execute such consent to such financing as may reasonably
be required by Secured Parties. In addition, if requested by American Tower, Landlord agrees to notify
American Tower and American Tower's Secured Parties simultaneously of any default by American
Tower and to give Secured Parties the same right to cure any default as American Tower. If a
termination, disaffirmance or rejection of the Agreement by American Tower pursuant to any laws
(including any bankruptcy or insolvency laws) occurs, or if Landlord will terminate this Agreement for
any reason, Landlord will give to Secured Parties prompt notice thereof and Secured Parties will have the
right to enter upon the Compound during a 30 -day period commencing upon Secured Parties' receipt of
such notice for the purpose of removing any Tower Facilities. Landlord acknowledges that Secured
Parties are third -party beneficiaries of this Agreement.
17. Condemnation. If a condemning authority takes all of the Site, or a portion sufficient in
American Tower's sole judgment, to render the Site unsuitable for the Intended Use, this Agreement will
terminate as of the date the title vests in the condemning authority. Landlord and American Tower will
share in the condemnation proceeds in proportion to the values of their respective interests in the Site
(which for American Tower includes, where applicable, the value of the Tower Facilities, moving
expenses, prepaid rent and business dislocation expenses). If a condemning authority takes less than the
entire Site such that the Site remains suitable for American Tower's Intended Use and does not impact the
Tower Facilities Rent payable under this Agreement will be unaffected. A sale of all or part of the Site to
a purchaser with the power of eminent domain in the face of the exercise of eminent domain power will
be treated as a taking by condemnation for the purposes of this paragraph.
18. Insurance. American Tower will purchase and maintain, and will require its agents, grantees,
licensees, subcontractors, and Collocators to maintain, in full force and effect throughout the Option
Period and the Term such insurance policies as as American Tower may deem necessary. All insurance
policies, with the exception of Worker's Compensation and Professional Liability, required under this
Agreement shall name the Landlord as an additional insured party. Evidence of such insurance shall be
furnished to the Landlord, together with evidence that each policy provides the Landlord with not less
than thirty (30) days prior written notice of any cancellation, non - renewal or reduction of coverage. At a
minimum the following insurance shall be maintained: .
(a) Worker's Compensation Insurance for protection from claims under workers' or
workmen's compensation acts;
(b) Comprehensive General Liability Insurance covering claims arising out of or relating to
bodily injury, including bodily injury, sickness, disease or death of any of the American Tower's
{SK011162.DOCX 2 ) I I
17
Site Name: Phelps NC
Site Number: 280138
employees, agents grantees, licensees, Collocators, subcontrators, or any other person accessing the
Property, and to real and personal property including loss of use resulting thereof;
(c) Comprehensive Automobile Liability Insurance, including hired and non -owned vehicles,
if any, covering personal injury or death, and property damage.
(e) Professional Liability as needed.
19. Waiver of Damages.
(a) In the event that American Tower does not exercise its Option: (i) Landlord's sole
compensation and damages will be fixed and liquidated to the sums paid by American Tower to Landlord
as consideration for the Option; and (ii) Landlord expressly waives any other remedies it may have for a
breach of this Agreement including specific performance and damages for breach of contract.
(b) Neither Landlord nor American Tower will be responsible or liable to the other party for
any loss or damage arising from any claim to the extent attributable to any acts of omissions of other
licensees or tower users occupying the Tower Facilities or vandalism or for any structural or power
failures or destruction or damage to the Tower Facilities except to the extent caused by the negligence or
willful misconduct of such party.
(c) EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, IN NO EVENT
WILL LANDLORD OR AMERICAN TOWER BE LIABLE TO THE OTHER FOR, AND AMERICAN
TOWER AND LANDLORD EACH HEREBY WAIVE THE RIGHT TO RECOVER INCIDENTAL,
CONSEQUENTIAL (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF USE OR
LOSS OF BUSINESS OPPORTUNITY), PUNITIVE, EXEMPLARY, AND SIMILAR DAMAGES.
20. Confidentiality. Landlord will not disclose to any third party the Rent payable by American
Tower under this Agreement and will treat such information as confidential, except that Landlord may
disclose such information to prospective buyers, prospective or existing lenders, Landlord's affiliates and
attorneys, or as may be required by law or as may be necessary for the enforcement of Landlord's rights
under the Agreement. American Tower acknowledges Landlord is a governmental entity subject to North
Carolina public records laws. Should American Tower contend any of the terms of this Agreement or any
other document or record related to the performance of this Agreement are exempt from North Carolina
public records laws and should be withheld as a non - public record American Tower shall, upon executing
this Agreement, notify Landlord of such contention and provide a complete list of all documents or
records or parts thereof American Tower contends are exempt. American Tower shall be solely
responsible for defending any action seeking production of documents or records which American Tower
claims are exempt from production together with all costs and fees associated with such defense.
American Tower releases Landlord from any liability associated with the inadvertent release of such
documents or records. Further, American Tower will indemnify and hold harmless Landlord from any
fines, costs, fees, or damages associated with the failure to produce any documents or records associated
with the relationship between American Tower and Landlord.
21. Subordination Agreements.
(a) If the Site is encumbered by a mortgage or deed of trust, within 30 days of receipt of a
written request from American Tower, Landlord agrees to execute and obtain the execution by its lender
of a non - disturbance and attornment agreement in the form provided by American Tower, to the effect
that American Tower and American Tower's sublessees and licensees will not be disturbed in their
occupancy and use of the Site by any foreclosure or to provide information regarding the mortgage to
American Tower.
{SK011162.D0CX 2 112
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Site Name: Phelps NC
Site Number: 280138
(b) Should a subordination, non - disturbance and attornment agreement be requested by
Landlord or a lender working with Landlord on a loan to be secured by the Property and entered into
subsequent to the Execution Date, American Tower will use good faith efforts to provide Landlord or
Landlord's lender with American Tower's form subordination, non - disturbance and attornment agreement
executed by American Tower within 30 days of such request.
22. Notices. All notices or demands by or from American Tower to Landlord, or Landlord to
American Tower, required under this Agreement will be in writing and sent (United States mail postage
pre -paid, certified with return receipt requested or by reputable national overnight carrier service, transmit
prepaid) to the other party at the addresses set forth in paragraph 1 of this Agreement or to such other
addresses as the parties may, from time to time, designate consistent with this paragraph 22, with such
new notice address being effective 30 days after receipt by the other party. Notices will be deemed to
have been given upon either receipt or rejection.
23. Further Acts.
(a) Within 15 days after receipt of a written request from American Tower, Landlord will
execute any document necessary or useful to protect American Tower's rights under this Agreement or to
facilitate the Intended Use including documents related to title, zoning and other Approvals, and will
otherwise cooperate with American Tower in its exercise of its rights under this Agreement.
(b) American Tower will be entitled to liquidated damages for the revenue lost by American
Tower as a result of any delay caused by Landlord's unwillingness to execute a document or to take any
other action deemed necessary by American Tower to protect American Tower's leasehold rights or to
facilitate the Intended Use. As the actual amount of such lost revenue is difficult to determine, the parties
agree that American Tower may deduct the amount of $100.00 per day from future installments of Rent
for any delay to American Tower caused by Landlord's failure or unwillingness to act, such amount being
an estimate of American Tower's lost revenue. American Tower's right to collect such liquidated
damages will in no way affect American Tower's right to pursue any and all other legal and equitable
rights and remedies permitted under applicable laws.
24. Memorandum of Lease. Simultaneously with the execution of this Agreement, the parties will
enter into the Memorandum of Lease attached to this Agreement as Exhibit C which American Tower
may record in the public records of the county of the Property. Landlord acknowledges and agrees that
after Landlord signs the Memorandum of Lease but before American Tower records it, American Tower
may add both: (a) a reference to the recording granting Landlord its interest in the Property; and (b) a
legal description of the Site as Exhibit B. Landlord agrees to execute and return to American Tower a
recordable Amended Memorandum of Lease in form supplied by American Tower if. (i) the information
included in the Memorandum of Lease changes, or (ii) if it becomes clear that such information is
incorrect or incomplete or if this Agreement is amended.
25. Miscellaneous.
(a) This Agreement runs with the Property and is binding upon and will inure to the benefit
of the parties, their respective heirs, successors, personal representatives and assigns.
(b) American Tower may at American Tower's sole cost and expense procure an abstract of
title or a commitment to issue a policy of title insurance (collectively "Title ") on the Property.
(c) Landlord hereby waives any and all lien rights it may have, statutory or otherwise, in and
to the Tower Facilities or any portion thereof, regardless of whether or not same is deemed real or
personal property under applicable laws.
{SK011162.DOCX 2 113
19
Site Name: Phelps NC
Site Number: 280138
(d) The substantially prevailing party in any litigation arising hereunder is entitled to its
reasonable attorney's fees and court costs, including appeals, if any.
(e) Each party agrees to furnish to the other, within 30 days after request, such estoppel
information as the other may reasonably request.
(f) This Agreement constitutes the entire agreement and understanding of Landlord and
American Tower with respect to the subject matter of this Agreement, and supersedes all offers,
negotiations and other agreements. There are no representations or understandings of any kind not stated
in this Agreement. Any amendments to this Agreement must be in writing and executed and delivered by
Landlord and American Tower.
(g) If either Landlord or American Tower is represented by a real estate broker in this
transaction, that party is fully responsible for any fees due such broker and will hold the other party
harmless from any claims for commission by such broker.
(h) The Agreement will be construed in accordance with the laws of the state in which the
Site is situated.
(i) If any term of the Agreement is found to be void or invalid, the remainder of this
Agreement will continue in full force and effect.
(j) American Tower may obtain title insurance on its interest in the Site, and Landlord will
cooperate by executing any documentation required by the title insurance company.
(k) This Agreement may be executed in two or more counterparts, all of which are
considered one and the same agreement and become effective when one or more counterparts have been
signed by each of the parties, it being understood that all parties need not sign the same counterpart.
(1) Landlord will not, during the Option Period or the Term, enter into any other lease,
license, or other agreement for the same or similar purpose as the Intended Use, on or adjacent to the
Property.
(m) Failure or delay on the part of either party to exercise any right, power or privilege
hereunder will not operate as a waiver thereof and waiver of breach of any provision hereof under any
circumstances will not constitute a waiver of any subsequent breach.
(n) The parties agree that irreparable damage would occur if any of the provisions of this
Agreement were not performed in accordance with their specified terms or were otherwise breached.
Therefore, the parties agree the parties will be entitled to an injunction(s) in any court in the state in which
the Site is located to prevent breaches of the provisions of this Agreement and to enforce specifically the
terms and provisions of the Agreement, this being in addition to any other remedy to which the parties are
entitled at law or in equity.
(o) Each party executing this Agreement acknowledges that it has full power and authority to
do so and that the person executing on its behalf has the authority to bind the party.
(p) This Agreement and the duties, responsibilities, obligations and rights of respective
parties hereunder shall be governed by the laws of the State of North Carolina. Any and all suits or
actions to enforce, interpret, or seek damages with respect to, any provision of, or the performance or
non - performance of, this Agreement shall be brought in the General Court of Justice of North Carolina
sitting in Orange County, North Carolina. It is agreed by the parties that no other court shall have
{SK011162.DOCX 2 114
Site Name: Phelps NC
Site Number: 280138
20
jurisdiction or venue with respect to such suits or actions. The Parties may agree to nonbinding mediation
of any dispute prior to the bringing of such suit or action. Should any such suit, action or claim be filed
by either party each party will be solely responsible for the party's own costs, including reasonable
attorney's fees.
(q) The parties agree that a scanned or electronically reproduced copy or image of this
Agreement will be deemed an original and may be introduced or submitted in any action or proceeding as
competent evidence of the execution, terms and existence hereof notwithstanding the failure or inability
to produce or tender an original, executed counterpart of this Agreement and without the requirement that
the unavailability of such original, executed counterpart of this Agreement first be proven.
[SIGNATURES APPEAR ON NEXT PAGE]
{SK011162.DOCX 2 115
21
Site Name: Phelps NC
Site Number: 280138
IN WITNESS WHEREOF, Landlord and American Tower have each executed this
Agreement as of the respective dates written below.
LANDLORD:
ORANGE COUNTY, NORTH CAROLINA
Un
Name:
Title:
Date:
{SK011162.DOCX 2 )
Site Name: Phelps NC
Site Number: 280138
STATE OF
COUNTY OF
Before me, the undersigned, a Notary Public for the State,
personally appeared I who is the of
, a corporation, personally known to me (or proved
to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the
within instrument and acknowledged to me that he executed the same in his/her authorized
capacity, and that by his/her signature on the instrument, the entity upon behalf of which the
person acted, executed the instrument.
WITNESS my hand and official stamp or seal, this day of , 201
[Affix Notary Seal]
Notary Public
My commission expires:
{SK011162.DOCX 2 )
22
Site Name: Phelps NC
Site Number: 280138
AMERICAN TOWER:
American Towers LLC, a Delaware limited
liability company
Name:
Title:
Date:
COMMONWEALTH OF MASSACHUSETTS )
ss:
COUNTY OF MIDDLESEX )
On the day of 201, the undersigned notary public,
personally appeared , proved to me through
satisfactory evidence of identification, which were personally known, to be the person who name
is signed on the preceding or attached document, and acknowledged that he /she signed it
voluntarily for its stated purpose, as , of
American Towers LLC, before me.
Notary Public
My Commission Expires:
{SK011162.DOCX 2 )
23
WO
Site Name: Phelps NC
Site Number: 280138
The following exhibits are attached to this Agreement and incorporated into this Agreement:
Exhibit A Description or Depiction of Property
Exhibit B Description or Depiction of Site
Exhibit C Memorandum of Lease
{SK011162.DOCX 2 )
25
Site Name: Phelps NC
Site Number: 280138
EXHIBIT A
DESCRIPTION OR DEPICTION OF PROPERTY
The Property is described and/or depicted as follows:
{SK011162.DOCX 2 )
1W
Site Name: Phelps NC
Site Number: 280138
II:
DESCRIPTION OR DEPICTION OF SITE
Locations are approximate. American Tower may, at its option, replace this exhibit with a copy
of the survey of the Site.
{SK011162.DOCX 2 )
Site Name: Phelps NC
Site Number: 280138
EXHIBIT C
MEMORANDUM OF LEASE
[see following pages]
{SK011162.DOCX 2 )
27
W
Prepared by and Return To:
American Tower Corporation
10 Presidential Way
Woburn, MA 01801
Site 4280138
Site Name: Phelps
Cross Reference: Book: . pa-
Memorandum of Lease Agreement
THIS MEMORANDUM OF AGREEMENT ( "Memorandum ") is executed this
day of 201 by and between Orange County, North Carolina, with a
mailing address of P.O. Box 8181, Hillsborough, NC 27278 ( "Landlord ") and American Towers
LLC, a Delaware limited liability company, with a mailing address of 10 Presidential Way,
Woburn, MA 01801 ( "American Tower ") and evidences that on the day of
, 201 a Lease Agreement ( "Agreement ") was entered into by and between
Landlord and American Tower.
1. Option. The initial term of the Option is six (6) months from the date of the
Agreement. This Option can be extended by American Tower for two (2) additional periods of
ninety (90) day(s) each and for such other periods as the Landlord and American Tower mutually
agree.
2. Property. Landlord owns certain real property described in Exhibit "A"
( "Property "). Subject to the terms of the Agreement, Landlord has granted to American Tower an
option to lease a portion of the Property ( "Compound ") and to acquire certain easements for
ingress, egress and utilities ( "Easements" and collectively with the Compound, the "Site ", as
shown on Exhibit "B "), a license to use certain other portions of the Property and a right of first
refusal to purchase the Site and/or the Property.
{SK011162.DOCX 2 }
29
3. Lease. Should American Tower exercise its Option, the Agreement will
constitute a lease of the Site. The initial term of the lease will be for five (5) years commencing
upon the date American Tower specifies in a written notice to Landlord. The Agreement will
automatically renew for six (6) additional periods of five (5) years each unless American Tower
notifies Landlord of its decision not to renew the Agreement.
4. Notices. All notices, requests, demands, and other communications to the
Landlord or American Tower will be made at the following addresses:
Landlord: Orange County
Attn: County Manager
P.O. Box 8181
Hillsborough, NC 27278
American Tower American Towers LLC
C/O American Tower Corporation
10 Presidential Way
Woburn, MA 01801
Attn: Land Management
With a Conv to: American Towers LLC
C/O American Tower Corporation
116 Huntington Avenue
Boston, MA 02116
5. Construction of Memorandum. This Memorandum is not a complete summary
of the terms and conditions contained in the Agreement. Provisions in the Memorandum will not
be used in interpreting the Agreement provisions. In the event of a conflict between this
Memorandum and the Agreement, the Agreement will control.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
{SK011162.DOCX 2 }
IN WITNESS WHEREOF, the parties have executed this Memorandum as of the date first
set forth above.
LANDLORD:
01
Name:
Title:
WITNESSES:
Signature
Signature
STATE OF )
ss:
COUNTY OF )
On the day of 201, the undersigned notary public,
personally appeared , proved to me through
satisfactory evidence of identification, which were " to be the person
who name is signed on the preceding or attached document, and acknowledged that he /she signed
it voluntarily for its stated purpose, as of
, before me.
Notary Public
My Commission Expires:
{SK011162.DOCX 2 }
30
AMERICAN TOWER: WITNESSES:
American Towers LLC, a Delaware
limited liability company
LIN
Name:
Title:
Signature
Signature
COMMONWEALTH OF MASSACHUSETTS )
ss:
COUNTY OF MIDDLESEX )
On the day of 201, the undersigned notary public,
personally appeared , proved to me through
satisfactory evidence of identification, which were personally known, to be the person who name
is signed on the preceding or attached document, and acknowledged that he /she signed it
voluntarily for its stated purpose, as , of
American Towers LLC, before me.
Notary Public
My Commission Expires:
{SK011162.DOCX 2 }
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EXHIBIT A
PROPERTY
{SK011162.DOCX 2 }
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EXHIBIT B
SITE
{SK011162.DOCX 2 }
33