Lease Agreement RECEIVED
RECORDS CENTER
FIRST AMENDMENT TO RENT AND CONSTRUCTION ADDENDUM CITY OF C0PPELL
TO LEASE AGREEMENT
This FIRST AMENDMENT mo RENT A~D CONSTRUCTION ADDENDUM TO LEASEAGREEMENT (this
"Amendment") is entered into this .~ay of ~'~ ~/' ~ { ,{ 9000, between City of ,C,,oppell !'"' J"Landlord ) and
Metroplex Telephone Company, a Texas general'part~ership, dba AT&T Wireless Services (' Tenant' ), and amends that
certain Rent and Construction Addendum to Lease Agreement (the "Addendum") entered into between Landlord and Tenant
dated December 14, 1999.
For good and valuable consideration, the parties agree as follows:
1. That the Addendum is hereby amended in order to accommodate the increase in Tenant's Construction
Co.~ o vet the originally estimated amount
of oy extending-the Rent Abatement Period set forth in
the Adden-d-um. The paragraph entitled Rent, as amended, shall read as follows:
Rent: Landlord and Tenant agree that commencing on the date that Tenant commences
construction of its Communication Facility ("Commencement Date"), Tenant's obligation to pay rent shall be
abated by an amount equivalent to Tenant's costs to complete Tenant's Construction Obligatio_n. (_'.'Tenant's
Construction Obligation Costs"), which are estimated to be no less than'
plus interest at the rate Qt
~er annum. The amount of Tenant's mon~ly rent abatement shall be equal to .r month during
the first One Hundred Sixty-Seven (_167_) months of this Agreement ("Rent Abatement Period").
Fo_llo_wi_ng. the Rent Abatement period, Tenant will pay the Landlord a monthly rental payment o~
~r month to Landlord at the address set forth
above, on or before the day or' each calen ~;]-~-'~-6'fith in ad-~'rice or to such other person, firm or place as
Landlord may, from time to time, designate in writing at least thirty (30) days in advance of any due date. Rent
will be prorated for any partial month.
2. Except as set forth above, ali other terms and provisions of the Lease Agreement shall remain in full force
and effect.
IN WITNESS WHEREOF, Landlord and Tenant have caused this Amendment to be executed as of the date first
above written, f
LANDLORD: CITYBy C~ ~. OPPE~~~
Its Mayor
TENANT: METROPLEX TELEPHONE COMPANY, a Texas general
partnership
By: Dallas Cellular Telephone Company, L.P.
Its Managing Partner
By: McCaw Communications of Gainesville, TX, Inc.,
Its General Parmer
do
Its System Development Manager
Amendmt. doe
L.Rov.041096
STATE OF ~,,,~ s~ ~/ ) STATE OF TEXAS )
COUNTY OF · ~ ~ ~ OF D~S )
~fom me ~rsonally app~C~_,~ -~.t.~.~ ~- ' ~day of ~~ , 2~. by Ben
~o~ to ~ to ~ ~e Mayor of ~e ~i~of Co. Il, Br~ow, System D~eiop~nt M~ager of McCaw
· e municip~ co.ration ~at ex~ut~ ~e ~in ~d Co~unicafions of G~nesville, ~, Inc., a Tex~
foregoing ins~ment, ~d ac~owl~g~ ~e s~d co.ration, on ~h~f of said co.ration ~ gener~
ins~ment to ~ the ~ ~d volun~ act ~d d~ of p~er of D~I~ Telephone Comply, L.P.,
s~d municipal co.ration for ~e uses ~d p~s ~aging p~ner of Meffoplex Telephone Comply,
· e~in ~ntioned, ~ ~ oa~ s~t~ ~at she ~ dba AT&T Wireless Se~ices.
~ W~SS ~OF, 1 have he.unto ~t my ~ My co~is~ion expires: ~ ~
h~d and ~fixed my offici~ ~ ~e day ~d ye~
a~ve ~tmn.
~!~ NOTARY ~
~o~ ~u~u~ ~ ~) ~ ~ T~
My co~ission oxpires: [0 ' t/~ ~ ~ ~ ~. ~. 0~
Amendmt.doc
L.Rev.0410~
RECEIVED
RENT AND CONSTRUCTION ADDENDUM
JA,- 3-cio
TO LEASE AGREEMENT
RECORDS CENTER
by and between CITY OF C0PPELL
City of Coppell ("Landlord") and
Metroplex Telephone Company, dba AT&T Wireless Services ("Tenant")
This Addendum to Lease Agreement ("Addendum") is executed this ~..~day of -'~..e.. , 1999,
by and between City of Coppell ("Landlord") and Metroplex Telephone Company, a Texas general
partnership, dba AT&T Wireless Services ("renant") and modifies as herein set forth the terms and
.~itions of that certain Lease Agreement ("Agreement") by and between Landlord and Tenant dated
· ~, - ~ ,~.2 ~_ J , 1999. Ail terms and conditions of the Agreement are fully
incorporated within this Addendum by this reference. In the event of any inconsistency between the terms
and conditions of this Addendum and the Agreement, those of this Addendum shall govern and the
inconsistent terms of the Agreement shall be deemed revoked and of no force or effect. However, except as
otherwise specifically set forth in this Addendum, the Agreement is not modified, amended, supplemented or
revoked and remains of full force and effect and binding on the parties thereto.
Tenant's Construction Obligation: Tenant shall construct a concession building, approximately
48'x30', including rest rooms (collectively, "Tenant's Construction Obligation"), for the benefit of
Landlord.
Approval of Plans and Specifications: W~hin thirty (30) days after the completion of construction
of Tenant's Communication Facility, Tenant shall deliver Plans and Specifications to Landlord at the
address set forth herein for Landlord's review and approval. Landlord shall have thirty (30) days after
receipt of the Plans and Specifications to review and approve such Plans and Specifications, which
approval shall not be unreasonably conditioned, withheld or delayed. If Landlord has not expressly
disapproved in writing of the Plans and Specifications within thirty (30) days after receipt, such Plans and
Specifications shall be deemed approved. If Landlord delivers notice of disapproval of such Plans and
Specificatior~, Landlord and Tenant shall meet within seven (7) days of such disapproval and negotiate in
good faith to agree on acceptable Plans and Specifications. If the parties are unable to agree upon the
final Plans and Specifications, Tenant may either (i) terminate this Agreement upon ten (10) days written
notice; or (ii) submit any disputeC~l~atters to binding arbitration in accordance with the Commercial
Arbitration Rules of the American Arbitration Association. Notwithstanding the foregoing, Landlord shall
have the right to disapprove of the Plans and Specifications on the basis that the design of the concession
building is unacceptable.
Construction: Upon approval of the Plans and Specifications, Tenant shall thereafter commence
construction of the Tenant's Construction Obligation. Tenant shall thereafter construct such Tenant's
Construction Obligation in substantial accordance with the Plans and Specifications. Tenant's
Conslruction Obligation (i) shall be completed in a good and workmanlike manner, (ii) at Tenant's sole
cost and expense, and (iii) free of any liens and in compliance with all applicable laws and ordinances,
Landlord shall permit access to necessary portions of the Property during normal business hours (Monday
through Friday, 8:00 am to 8:00 pm) for Tenant and other parties involved with Tenant's Construction
Obligation. Tenant agrees to use commercially reasonable efforts to coordinate the completion of
Tenant's Construction Obligation with any other construction activity on the Property.
Acceptance: Upon completion Tenant's Construction Obligation, Landlord shall accept
possession of the concession building and Tenant shall have no further obligations with respect to the
maintenance or repair of the concession IaJilding. Landlord shall thereafter maintain the concession
LE,A2~Add I
building in a good and safe manner in compliance with all applicable laws. Tenant shall assign to
Landlord any warranties in conjunction with the construction of the concession building.
Wrongful Lease Termination: If Landlord wrongfully terminates this Agreement prior to the
expiration of the Rent Abatement Period (as defined below) or wrongfully evicts Tenant from the Premises
during such Rent Abatement Period, Landlord rse Tenant for the cost of Tenant's
Construction Obligation, less rent at the rate month from the Commencement Date. If
Landlord and Tenant are unable to agree on either the amount of such reimbursement or whether the
Agreement was wrongfully terminated or Tenant was wrongfully evicted, such matters shall be submitted
to binding arbitration to be conducted in accordance with the commercial arbitration rules of the American
Arbitration Association.
Rent: Landlord and Tenant agree that commencing on the date that Tenant commences
construction of it Communication Facility ("Commencement Date"), Tenant's obligation to pay rent shall
be abated by an amount equivalent to Tenant's costs to complete Tenant's Construction Oblioation
("Tenant'a Cons..t_r.uction Obligatiol~ Cl)$t~"), which are estimated to be no les_s thar
plus interest at the rate of
per annum. The 'amount of Tenant's monthly rent abatement shall be equal to =r '
month during the first one hundred fifty-one (151) months of this Agreement ("Rent Abatement I~eriod").
Followinc~ the Rent Abatement Period, Tenant will pay t~e Landlord a monthly rental payment of
~er month to Landlord at the address set
-f~-rth above, ~'~ or before the day of eac~lendar mon~ advance or to such other person, firm or
place as Landlord may1 from time to time, designate in writing at least thirty (30) days in advance of any
due date. Rent will be prorated for any partial month.
Obligation Costs exceed~~he amount of the
In
the
event
Tenant's
Construction
monthly abatement shall not change, but instead, the Rent Abatement Period shall be extended to
accommodate said increase in costs.
LANDLORD: CITY//~ COPPELL~ ~
TENANT: METROPLEX TELEPHONE COMPANY, a Texas
General Partnership, dba AT&T Wireless Services
By: Dallas Cellular Telephone Company, L.P.
its Managing Partner
By: McCaw Communications of Gainesville, TX,
By ~ ,~,~rtner
Ben Bredow
Its System Development Manager
LEAZg^dd 2
CELL SITE NUMBER: 046
ADDRESS: 440 North Denton Tap Road
LEASE AGREEMENT
THIS LEASE AGREEMENT ("Lease"), dated as of the date below, is entered into by City
of Coppell with a Tax ID~ of 75-1183207, having its principal office (residing) at 255 Parkway
Coppell, Texas 75019 (hereinafter referred to as "Landlord" and Metroplex Telephone
Company, a Texas general partnership, d/bla AT&T WIRELESS SERVICES having an office at
5501 LBJ FREEWAY; Suite 200, MS 275 Dallas, Texas 75240 (hereinafter referred to as
"Tenant").
BACKGROUND
Landlord owns that certain plot, parcel or tract of land, together with all rights and
privileges arising in connection therewith, located at 440 North Denton Tap Road identified as a
tract of land situated in the Cladnda Squires Survey, Abstract Number 1327 in the City of
Coppell, County of Dallas, State of Texas recorded in Volume 86051, Page 1829, Deed of
Records, Dallas County, Texas (collectively "Property"). Tenant desires to use a portion of the
Property in connection with its federally licensed communications business.
The parties agree as follows:
1. LEASE OF PREMISES. Landlord leases to Tenant a certain portion of the
Property containing approximately 1500 square feet as described on attached Exhibit IA and B
(collectively, 'Premises").
2. PERMITTED USE. Tenant may use the Premises for the following:
(i) transmission and reception of communications signals; (ii)to construct, install, operate,
maintain, repair, replace, protect and secure its communication fixtures and related equipment,
cables, accessories and improvements (collectively, the "Communication Facility"); including
the right to construct a light standard along with any number of associated antennas, an
equipment shelter, fencing and any other accessories necessary to the successful and secure
operation of the Communication Facility; and (iii) any activities related to the foregoing. Landlord
and Tenant agree that Exhibit I shows the initial installation of Tenant and that it does not limit
Tenant's rights under this Paragraph. Landlord's execution of this Lease will signify Landlord's
approval of Exhibit 1. Tenant has the right (i) to install and operate transmission cables from
the equipment shelter to the antennas, electric lines from the main feed to the equipment
Ut.egM4.1ndUleOmup/t.ee~eF orm~/TexaeForm i~nt_Texl~.doG 1
I;[eVd. HQ-12/I 1/98; Rev'd; Sacto-3/l(Vg9
shelter, and communication lines from the main entry point to the equipment shelter and (ii) to
erect, construct or make Property improvements, alterations, or additions appropriate for
Tenant's use ('Tenant Changes'). Tenant Changes include the right to construct and maintain
a fence, in conformance with city code and development requirements, around the Premises or
undertake any other appropriate means to restdct and secure access to the Premises.
3. INSTALLATIONS. Tenant agrees to comply with all applicable governmental
laws, rules, statutes and regulations, relating to its use of the Communication Facility on the
Property. Tenant has the right to modify, supplement, replace, upgrade, expand the equipment,
increase the number of antennas or relocate the Communication Facility within the Premises at
any time during the term of this Lease, subject to city approval, which approval shall not
unreasonably withheld, conditioned or delayed. Tenant will be allowed to make such alterations
to the Property in order to accomplish Tenant's Changes or to insure that Tenant's
Communication Facility complies with all applicable federal, state or local laws, rules or
regulations.
4. TERM. (a) The initial lease term will be
('Initial Term'), commencing upon the Commencement Date, as defined below. The Initial Term
will terminate on the last day of the month in which the fourteenth year fifth month annual
anniversary of the Commencement Date occurred.
(b) This Lease will automatically renew for five (5) additional 5-year term(s)
(the "Extension Term"), upon the same terms and conditions unless the Tenant notifies the
Landlord in writing of Tenant's intention not to renew this Lease at least ninety (90) days' prior to
the expiration of the existing Term.
(c) If Tenant remains in possession of the Premises after the termination or
expiration of this Lease then Tenant will be deemed to be occupying the Premises on a month to
month basis (the "Holdover Term'), subject to the terms and conditions of this Lease.
(d) The Initial Term, and the Extension Term and the Holdover Term are
collectively referred to as the Term ("Term').
(b) $. RENT. Refer to the Attached Rent and Construction
Addendum
(c) In the first year of each Exercised Extension Term, the monthly Rent shall
increase by 15 percent (15%) over previous year's rent
6. APPROVALS. (a) Landlord agrees that Tenant's ability to use the Premises is
contingent upon its suitability for Tenant's intended use from both an economic and technical
t./t.egal/t.er te~JaeG~ea~e~Form WTexasForm~l.an~.~eAgmnt_Ta,ms.doc 2
Rev'd: HQ-12,'11/9~; ReV'd:
engineering basis and Tenant's ability to obtain all governmental licenses, permits, approvals or
other relief required of or deemed necessary or appropriate by Tenant for its use of the
Premises, including without limitation applications for zoning variances, zoning ordinances,
amendments, special use permits, and construction permits (collectively referred to as
"Governmental Approvals"). Landlord specifically authorizes Tenant to prepare, execute and
file all necessary or appropriate applications to obtain Governmental Approvals for its use under
this Lease and to reasonably cooperate with the same.
(b) Tenant has the right to obtain a title report or commitment for a leasehold
title policy from a title insurance company of its choice and to have the Property surveyed by a
surveyor of its choice.
(c) Tenant may also obtain, at Tenant's sole cost and expense, soil boring,
percolation, engineering procedures, environmental investigation or other tests or reports
(collectively the 'Tests') on, over, and under the Property, necessary to determine if the
Tenant's use of the Premises will be compatible with Tenant's engineering specifications,
system, design, operations or Governmental Approvals.
7. TERMINATION. This Lease may be terminated, without penalty or further
liability, as follows:
(a) by either party on thirty (30) days' prior written notice, if the other party
remains in default under Paragraph 16 of this Lease after the applicable cure pedods;
(b) by Tenant on sixty (60) days' prior written notice, if Tenant is unable to
obtain, maintain, or otherwise forfeits or cancels any required approval(s) or the issuance of a
license or permit by any agency, board, court or other governmental authority necessary for the
construction or operation of the Communication Facility as now and hereafter intended by
Tenant; or if the Premises become unsuitable for Tenant's operation due to governmental
regulations; or if Tenant determines in its sole discretion that the cost of obtaining or retaining
the same is commercially unreasonable;
(C) by Tenant on sixty (60) days' prior wdtten notice, if Tenant determines in
its sole discretion that Tenant's use of the Premises (as the same may have been modified from
time to time) is no longer consistent with the optimal operation of Tenant's communications
network based upon either technical or economic considerations in Tenant's sole discretion;
(d) by Tenant on sixty (60) days' prior written notice, if Tenant determines
that interference by or to Tenant's use of the Premises cannot be resolved to Tenant's
satisfaction;
Ray'd: HQ-12/1t/98; Rev'd: Seeto-3/16/99
(e) by Tenant immediately upon notice, if destruction or damage to the
Premises or the taking thereof (by partial condemnation or otherwise) is sufficient, in Tenant's
reasonable judgment, to adversely affect Tenant's use of the Premises; or
(f) by Tenant immediately upon notice, if Tenant determines, in its sole
discretion, due to the title results, survey results or Tests, that the condition of the Premises is
unsatisfactory or Tenant believes that the leasing or continued leasing of the Premises would
expose Tenant to undue risks of government action or intervention or thirdparty liability.
If this Lease is terminated for any reason outlined in this paragraph, any prepaid rent will be
refunded on a pro rata basis.
8. INSURANCE. (a) Tenant will carry during the Term, at its own cost and
expense, the following insurance: (i) 'All Risk" property insurance for its property's replacement
cost; (ii) commercial general liability insurance with a minimum limit of liability of One Million
Dollars ($1,000,000) combined single limit for bodily injury or death/property damage arising out
of any one occurrence; and (iii) Workers' Compensation Insurance as required by law.
(b) Tenant will name the Landlord as an additional insured under its
commercial general liability policy. Tenant will require its insurance company to give at least
thirty (30) days' prior written notice of termination or cancellation of the policy to the additional
insured, except for termination or cancellation for non-payment of premium, which notice will be
ten (10) days.
9. INTERFERENCE. (a) Where there are prior radio frequency user(s) on the
Landlord's property, the Landlord will provide Tenant with a list of all prior radio frequency
user(s) (and their frequencies) on the Property to allow Tenant to evaluate the potential for
interference. Tenant warrants that its use of the Premises will not interfere with prior radio
frequency user(s) on the Premises as long as the prior radio frequency user(s) operate and
continue to operate within their frequencies, and in accordance with all applicable laws and
regulations.
(b) Landlord will not grant, after the date of this Lease, a lease, license or any
other right to any third party for use of the Premises, if such use may in any way adversely affect
or interfere with transmission of Tenant's Communication Facility. Landlord will notify Tenant
prior to granting any third party the dght to install and operate communications equipment on the
Property or Premises. Nothing contained herein will restrict Tenant nor its successors and
assigns from installing and modifying its/their communication equipment.
ReVEl: HQ-12/1 lf9~; Re~d:
(c) Landlord will not use, nor will Landlord permit its employees, tenants,
licensees, invitees or agents to use, any portion of the Property or any of Landlord's other
properties in any way which interferes with the operations of Tenant or the rights of Tenant
under this Lease. Landlord will cause such interference to cease upon not morethan forty -
eight (48) hours' notice from Tenant. In the event any such interference does not cease within
the aforementioned cure period then the parties acknowledge that Tenant will suffer irreparable
injury, and therefore, Tenant will have the right, in addition to any other rights that it may have at
law or in equity, for Landlord's breach of this Lease, to elect to enjoin such interference or to
terminate the Lease upon notice to Landlord.
10. INDEMNIFICATION. (a) Tenant agrees to indemnify, defend and hold
Landlord harmless from and against any direct injury, loss, damage or liability (or any claims in
respect of the foregoing), costs or expenses (including reasonable attorneys' fees and court
costs) resulting from the installation, use, maintenance, repair or removal of the Communication
Facility or the breach of any provision of this Lease, except to the extent attributable to the
negligent or intentional act or omission of Landlord, its employees, agents or independent
contractors.
11. WARRANTIES. (a) Tenant and Landlord each acknowledge and
represent that it is duly organized, validly existing and in good standing and has all rights, power
and authority to enter into this Lease and bind itself hereto through the party set forth as
signatory for the party below.
(b) Landlord represents and warrants that: (i) Landlord .solely owns the
Property as a legal lot in fee simple, or controls the Property by lease or license, unencumbered
by any liens, restrictions, mortgages, covenants, conditions, easements, leases, agreements of
record or not of record, which would adversely affect Tenant's use and enjoyment of the
Premises under this Lease; (ii)as long as Tenant is not in default then Landlord grants to
Tenant sole, actual, quiet and peaceful use, enjoyment and possession of the Premises; (iii) its
execution and performance of this Lease will not violate any Laws, ordinances, covenants or the
provisions of any mortgage, lease or other agreement binding on the Landlord; and (iv) if the
Property is or becomes encumbered by a deed to secure a debt, mortgage or other security
interest, Landlord will use best efforts to provide promptly to Tenant a Subordination,
Non-Disturbance and Attomment Agreement in the form of Exhibit 2.
L/I-egM/~Mx~U~eGroup~emle~ F (xmi/Tex e=Fon, n s/Llnd{.~Agm nl_Texl~ doc 5
ReY'd' HQo12)'11/98: Rev'd: Secto-:V16/99
t2. ENVIRONMENTAL. (a) Landlord represents, warrants and agrees that:
(i) the Property and its uses and operations complies, and will comply, with all local, state and
federal statutes or regulations, or ordinances pertaining to the environment or natural resources
('Environmental Laws'); (ii) the Property has not been used or allowed to be used by Landlord
or, to the best of Landlord's knowledge, by any previous owner, to emit through ground, water or
air, refine, manufacture, generate, produce, store, contain, handle, transfer, process, treat,
transport, or dispose of hazardous substances or hazardous wastes, products or pollutants,
including without limitation asbestos, oil, petroleum products and their by-products, (collectively
called 'Hazardous Substance') as defined and regulated under any Environmental Laws;
(iii) the Property has never been the subject of any federal or state Hazardous Substance
related list; (iv)the Property has never required closure or clean-up of Hazardous Substance;
and (v) no asbestos, Polychlorinated Biphenyls or other Hazardous Substance or underground
or above ground storage tanks exist or have existed or will exist on the Property. Landlord
warrants and represents that it will be solely liable for the clean-up and removal of Hazardous
Substance and any related activities, including but not limited to the restoration of the Property
related to Hazardous Substance now and in the future existing on the Property except to the
extent generated by Tenant. Landlord will defend, indemnify and hold Tenant harmless from
and against any and all direct liabilities, damages, losses, costs, assessments, penalties, fines,
expenses and fees, including reasonable legal fees, consultant fees and expert witness fees,
related to Landlord's breach of any of the above representations and warranties.
(b) Tenant represents, warrants and agrees to conduct its activities on the
Premises in compliance with all applicable Environmental Laws. Tenant will not use, generate,
release, manufacture, refine, produce, store, or dispose of any Hazardous Substance on, under,
or about the Premises, except for the use of sealed batteries for emergency back-up, any fire
suppression system and small quantities of cleaning products ordinarily used by commercial
businesses. Tenant agrees to defend, indemnify and hold Landlord harmless from and against
any and all direct liabilities, damages, losses, costs, assessments, penalties, fines, expenses
and fees, including reasonable legal fees, that Landlord may suffer due to the existence or
discovery of Hazardous Substance on the Property, or released into the environment that are
directly caused by Tenant's use of the Premises.
(c) The indemnifications of this Paragraph specifically include reasonable
costs, expenses and fees incurred in connection with any investigation of Property conditions or
I./Legal4.wx;IUleGroup/1.e~el Form ~rrexasForm ,/I. an~L~AQmnt_Taxls.cloc 6
Rev'd: HQ-12./11/96; Rev'd 5lct0-3/16,'99
any clean-up, remedial, removal or restoration work required by any govemmental authority.
The provisions of this Paragraph will survive the expiration or termination of this Lease.
13. ACCESS. Landlord will be permitted access to the Premises: (i) for
emergencies without prior notice to Tenant, so long as Tenant is notified as soon thereafter as
reasonably practicable; and (ii)with reasonable prior notice to Tenant to make necessary
repairs; in all cases provided that Tenant's equipment, technology and proprietary interests
remain secure and the Communication Facility's operation is not adversely affected.
At all times throughout the term of this Lease, and at no additional charge to Tenant,
Landlord will provide, as further set forth in Exhibit 1, Tenant and its employees, agents, and
subcontractors, with 24-hours, 7-days-a-week access to and over the Property, from an open
and improved public road to the Premises, for the installation, maintenance and operation of the
Communication Facility and any utilities serving the Premises. Upon Tenant's request, Landlord
will execute an easement evidencing this right. In the event any public utility is unable to use the
access or easement provided to Tenant then the Landlord hereby agrees to grant an additional
access or easement either to Tenant or to the public utility, for the benefit of Tenant, at no cost
to Tenant.
14. REMOVAL/RESTORATION. All portions of the Communication Facility
brought onto the Property by Tenant will be and remain Tenant's personal property and, at
Tenant's option, may be removed by Tenant at any time during the Term. Landlord covenants
and agrees that no part of the Communication Facility constructed, erected or placed on the
Premises by Tenant will become, or be considered as being affixed to or a part of, the Property,
it being the specific intention of the Landlord that all improvements of every kind and nature
constructed, erected or placed by Tenant on the Premises will be and remain the property of the
Tenant and may be removed by Tenant at any time during the Term. Within one hundred
twenty (120) days of the termination of this Lease, Tenant will remove all such improvements.
Footings, foundations, and concrete will be removed to a depth of one foot (1') below grade.
Tenant will, to the extent reasonable, restore the Premises to its condition at the commencement
of the Lease, reasonable wear and tear and loss by casualty or other causes beyond Tenant's
control excepted. Tenant will not be responsible for the replacement of any trees, shrubs, or
other vegetation, nor will Tenant be required to remove from the Premises or the Property any
underground utilities.
15. MAINTENANCE; UTILITIES. (a) Tenant will, at Tenant's expense, keep
and maintain the Premises in good condition, reasonable wear and tear and damage from the
I Jl' eBM/L IndU~eGn~a~Lee"e~F °nnl/Texi~F °rrn I)~ nl-Texi$'d°c 7
elements excepted. Landlord will maintain and repair the Property and access thereto, in good
and tenantable condition, subject to reasonable wear and tear and damage from the elements.
(b) Tenant will be solely responsible for and promptly pay all utilities charges
for electricity, telephone service or any other utility used or consumed by Tenant on the
Premises. Landlord will fully cooperate with any utility company requesting an easement over,
under and across the Property in order for the utility company to provide service to the Tenant.
During any application period the Tenant will have the right to temporarily use Landlord's
electricity and will pay the Landlord the current local utility rate for electdc consumed by Tenant.
In the event Tenant cannot secure its own metered electrical supply, Tenant will have the right,
at its own cost and expense, to submeter from the Landlord. Tenant will pay on a monthly basis
the current local utility company rate for submetered electric, after the meter is read by the
Landlord and billed to Tenant. Landlord will not be responsible for interference with, interruption
of or failure, beyond the reasonable control of Landlord, of such services to be furnished or
supplied by Landlord.
16. DEFAULT ANDRIGHTTOCURE. (a) The following will be deemed a
default by Tenant and a breach of this Lease: (i) non-payment of Rent if such rent remains
unpaid for more than thirty (30) days after receipt of wdtten notice of such failure to pay from
Landlord; or (ii) Tenant's failure to perform any other term or condition under this Lease within
forty-five (45) days after receipt of written notice from Landlord specifying the failure. No such
failure, however, will be deemed to exist if Tenant has commenced to cure such default within
such period and provided that such efforts are prosecuted to completion with reasonable
diligence. Delay in curing a default will be excused if due to causes beyond the reasonable
control of Tenant.
(b) The following will be deemed a default by Landlord and a breach of this
Lease. Landlord's failure to perform any term or condition under this Lease within forty-five (45)
days alter receipt of written notice from Tenant specifying the failure. No such failure, however,
will be deemed to exist if Landlord has commenced to cure the default within such pedod and
provided such efforts are prosecuted to completion with reasonable diligence. Delay in curinga
default will be excused if due to causes beyond the reasonable control of Landlord.
17. ASSIGNMENT. (a) Landlord may assign this Lease provided said assignee
will assume, recognize and also become responsible to Tenant for, the performance of all of the
terms and conditions to be performed by Landlord under this Lease.
Rev'd: HQ-12/11/9~; Rev'~l: .~ac~O-3/16/gg
(b) Tenant has the right to assign all or any part of this Lease, and all or any
dghts, benefits, liabilities and obligations hereunder, to (i) any parson or business entity which is
a parent, subsidiary or affiliate of Tenant; (ii) any person or business entity that controls or is
controlled by or under common control with Tenant; (iii) any person or business entity that is
merged or consolidated with Tenant or purchases a majority or controlling interest in the
ownership or assets of Tenant; or (iv) any person or business entity which is licensed by the
Federal Communications Commission ('FCC') to operate a wireless communications business.
18. SUBLEASE. Tenant has the right to sublease all or any part of this Lease, and
all or any rights, benefits, liabilities and obligations hereunder, to (i)any person or business
entity which is a parent, subsidiary or affiliate of Tenant; (ii) any person or business entity that
controls or is controlled by or under common control with Tenant; (iii) any person or business
entity that is merged or consolidated with Tenant or purchases a majodty or controlling interest
in the ownership or assets of Tenant; or (iv) any person or business entity which is licensed by
the Federal Communications Commission ("FCC') to operate a wireless communications
business. 'Nothing contained herein shall be construed to prohibit Landlord from leasing any or
all of the premises described herein so long as it does not interfere with Tenants reasonable use
of the premises.
19. NOTICES. All notices, requests, demands and communications hereunder
will be given by first class, certified or registered mail, return receipt requested, or by a
recognized overnight courier, postage prepaid, to be effective when propedy sent and received,
refused or returned undelivered. Notice will be addressed to the parties at the addresses set
forth below:
To Landlord: City Of Coppell
255 Parkway
Coppell, Texas
City Manager Office
Telephone: ( )
Facsimile: ( )
with a copy to:
Robert Hager
500 North Akard Suite 1800
Dallas, Texas 75201
Telephone: (214-965-9900)
To Tenant: AT&T Wireless Services, Inc,
Attn: Systems Manager
5501 LBJ Freeway Suite 200 MS 275
Rev'd: HQ-12/11/'~1; Rev'el; SaC:tO*~1~/99
Dallas, Texas 75240
Telephone: (972) 778-6500
Facsimile: (972) 778-5660
with a copy to: AT&T VVireless Services, Inc.
Legal Department
15 East Midland Ave.
Paramus NJ 07652
Either party hereto may change the place for the giving of notice to it by written notice to the
other as provided herein.
20. SEVERABIMTY. If any term or condition of this Lease is found
unenforceable, the remaining terms and conditions will remain binding upon the parties as
though said unenforceable provision were not contained herein. However, if the invalid, illegal
or unenforceable provision materially affects this Lease then the Lease may be terminated by
either party on ten (10) days' prior written notice to the other party hereto.
21. TAXES. Tenant will pay all personal property taxes assessed on, or any
portion of such taxes attributable to, the Communication Facility. Tenant, upon presentation of
sufficient and proper documentation, will pay, within thirty (30) days, any increase in real
property taxes levied against the Property (excluding any additional taxes that relate to the
period prior to the Commencement Date, i.e., rollback taxes) which is directly attributable to
Tenant's use of the Property, provided Tenant will be entitled to appeal any such increase
payable by it. Landlord agrees that it will cooperate with an appeal of such taxes and will
promptly pay when due all real estate taxes levied against the Property.
22. CONDEMNATION. In the event Landlord receives notification of any
condemnation proceedings affecting the Property, Landlord will provide notice of the proceeding
to Tenant within forty-eight (48) hours. If a condemning authority takes all of the Property, or a
portion sufficient, in Tenant's sole determination, to render the Premises unsuitable for Tenant,
this Lease will terminate as of the date the title vests in the condemning authority. The parties
will be entitled to share in the condemnation proceeds in proportion to the values of their
respective interests in the Property, which for Tenant will include, where applicable, the value of
its Communication Facility, moving expenses, prepaid rent, and business dislocation expenses.
Tenant will be entitled to reimbursement for any prepaid Rent.
23. CASUALTY. Landlord will provide notice to Tenant of any casualty affecting
the Property within forty-eight hours of the casualty. If any part of the Communication Facility or
Property is damaged by fire or other casualty so as to render the Premises unsuitable, in
I.fl. aga [/LandU~eGmup/Lea~e~F~x?~l'exa~F~-m ~t.and L ~m~X_Texa~.~ 1 0
Rev'd: HQ-12/11/cj8; Rev'd. ~acto-3/1~99
Tenant's sole determination, then Tenant may terminate this Lease by providing wdtten notice to
the Landlord, which termination will be effective as of the date of such damage or destruction.
Upon such termination, Tenant will be entitled to collect all insurance proceeds payable to
Tenant on account thereof and to be reimbursed for any prepaid Rent.
24. BROKER FEES. Tenant and Landlord each acknowledges and represents
to the other that no broker or other person was used by it in connection with this transaction. If
any claims, actions or proceedings are brought against either party ('lndemnitee") by reason of
any broker, finder or other person claiming to have dealt with the other party ("lndemnltor") in
connection with this transaction and/or the Premises, then the Indemnitor hereby agrees to
indemnify, hold harmless and defend the Indemnitee from and against all liabilities arising from
such claims, and all reasonable costs and expenses incurred in connection therewith (including,
without limitation, reasonable legal fees and disbursements). The provisions of this Article will
survive the termination of this Lease.
25. WAIVER OF LANDLORD'S LIENS. Landlord hereby waives any and all lien
rights it may have, statutory or otherwise, conceming the Communication Facility or any portion
thereof. The Communication Facility shall be deemed personal property for purposes of this
Lease, regardless of whether any portion is deemed real or personal property under applicable
law, and Landlord hereby consents to Tenant's fight to remove all or any portion of the
Communication Facility from time to time in Tenant's sole discretion and without Landlord's
consent.
26. MISCELLANEOUS.
(a) Amendment; Waiver. This Lease cannot be amended, modified or
revised unless done in writing and signed by an authorized agent of the Landlord and an
authorized agent of the Tenant. No provision may be waived except ina writing signed by both
parties.
(b) Short Form Lease. Either party will, at any time upon fifteen (15) days'
prior written notice from the other, execute, acknowledge and deliver to the other arecordable
Memorandum of Lease. Either party may record this memorandum at any time, in its absolute
discretion.
(c) Bind and Benefit. The terms and conditions contained in this Lease
will run with the Property and inure to the benef'~ of the parties, their respective heirs, executors,
administrators, successors and assigns.
Re~d: HQ-12/11~; Reed: $~;~-3/16/9~
(d) Entire Agreement. This Lease and the Exhibits attached hereto, all
being a part hereof, constitute the entire agreement of the parties hereto and will supersede all
prior offers, negotiations and agreements.
(e) Governing Law. This Lease will be governed by the laws of the state
Texas, and venue for any legal proceeding shall be Dallas County, Texas.
(f) Interpretation. Unless otherwise specified, the following rules of
construction and interpretation apply: (i) captions are for convenience and reference only and in
no way define or limit the construction of the terms and conditions hereof; (ii) use of the term
'including' will be interpreted to mean 'including, but not limited to"; (iii)whenever a party's
consent is required under this Lease, except as otherwise stated in the Lease or as same may
be duplicative, such consent will not be unreasonably withheld, conditioned or delayed;
(iv) exhibits are an integral part of the Lease and are incorporated by reference into this Lease;
(v) use of the terms "termination" or 'expiration" are interchangeable, and (vi) reference to a
default will take into consideration any applicable notice, grace and cure periods.
(g) Estoppel. Either party will, at any time upon fifteen (15) days' prior
written notice from the other, execute, acknowledge and deliver to the other a statement in
writing (i) certifying that this Lease is unmodified and in full force and effect (or, if modified,
stating the nature of such modification and certifying this Lease, as so modified, is in full force
and effect) and the date to which the rent and other charges are paid in advance, if any, and
(ii) acknowledging that there are not, to such party's knowledge, any uncured defaults on the
part of the other party hereunder, or specifying such defaults if any are claimed. Any such
statement may be conclusively relied upon by any prospective purchaser or encumbrancer of
the Premises. Failure to deliver such a statement within such time will be conclusive upon the
requesting party that (i) this Lease is in full force and effect, without modification except as may
be properly represented by the requesting party, (ii)there are no uncured defaults in either
party's performance, and (iii) no more than one month's rent has been paid in advance.
(h) Subordination/Non-Disturbance. Tenant agrees to cooperate and
provide, when necessary, certified copies of this Lease and any estoppel certificates when
requested by Landlord or relevant lending institution. Landlord agrees to use its best efforts to
secure an executed Non-Disturbance Agreement from any successor-in-interest to the Property.
(i) No Option. The submission of this Lease for examination or
consideration does not constitute a reservation of or option for the Premises. This Lease will
I.R.~l,'l-and U~eC-~oup/t.eaM~Fom3a/Texa~F~-m ~l. and{.ae~m nt_Te xes.doc 12
Rev'd. HQ-12/11/98; Rev'd: Sa¢~o-3/t6f99
become effective as a lease only upon the legal execution, acknowledgment and delivery hereof
by Landlord and Tenant.
IN WlTNES. S WHEREOF, the undersigned has caused this Lease to be executed this
"LANDLORD"
City of Coppell, Texas
(Printed Name of Officer)
Its:
'~//O~~ffi~r's I itle)
'"I'ENANT"
Metroplex Telephone Company, a Texas general
partnership, d/bla AT&T Wireless Services
By: Dallas Cellular Telephone Company, L.P., its managing partner
By: McCaw Communications of Gainesville, TX, Inc.,
its general partner
By: Ben Bre~dow .~ ~'-'~
System Development Manager
L/LegaR.andl. laeGroup/Le, ~esl=ormaJl'exa~Fo~m ,/i.andi.~eAgmnt_Texa, doc 13
R~v'¢I: HQ-12/llF38 Rev'el: Sector/IS/99
EXHIBIT lA
DESCRIPTION OF PREMISES
UI.eOll/IJnclUmeGmuwt~sFonnm/TexMFormMJndLe~i~)mnK_T®xmm d~ 14
Rev'd: HO-12/11f98; Rev'el: Se(:to%~16/99
LJ~HT POLE:
~ ~ ,1~0/277
~ GI~ 1~.C0 I~DCSTAt.
Exhibit l-A
EXHIBIT ¶ B
ULeg~l/t'~dUieGr°ul~.e~e~'FM'm~J'Tex~sFMmM-andLieA.~mnLTexa~, doc 1 ~
R.~cI: HQ-12/11,~; Rev'd: Sm~to-3/16/99
EXhibit
03 East Elevation
EXHIBIT 1-B
MATCH EXISTING
: ::::- -.. BUILDING --
_-:.:EG~?:-_':.: ¥~: :.
_ _-~_ :..:-_: ~..j ~: :-~-?:-::.:.-.~_ -_-%?:_ _ _ . . . ..
~ _,=-'--_ -.-=:-~-. --_~=-~-=: -.:_:_::--:=.--_-.--_7_-.27 --. 7-; --- - :_:__-_-=_-_' _ :-__-___-_:_:__- ._-- _:_:=:_~ -:-:_-:?, _.:-__<~ =
REFER WEST ELEVATION ~ STEEL ROIJ. JdP
FOR SIMUR NOTES ~,T CONCESSION WINE OW, TYP
SOUTH BUILDING ELEVATION
SCALE: ~/8"-- 1'-0"
(
WALL SECTION DETAIL
NOR]]-{ Il:lUll nlNG FI F'VATION SIMII AR SCALE: 1" = 1'-0"
Exhibit I-B
EXHIBIT 2
SUBORDINATION, NON-DISTURBANCE
AND ATTORNMENT AGREEMENT
THIS SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT
("Agreement"), dated as of the date below, between
, having its principal office (residing) at
(hereinafter called
"Mortgagee"), and , a
, d/bla AT&T WIRELESS SERVICES, having an office at
('l'en;i~t
WITNESSETH:
WHEREAS, Tenant has entered into a certain lease dated , 199_,
(the "Lease") with Landlord, covering property more fully described in Exhibit t attached hereto
and made a part hereof (the "Premises"); and
WHEREAS, Landlord has given to Mortgagee a mortgage (the "Mortgage") upon
property having a street address of , being
identified as Lot in Block in the
of the City of , County of , State of Texas
("Property"), a part of which Property contains the Premises;
WHEREAS, the Mortgage on the property is in the original principal sum of
Dollars ($ ), which Mortgage has been
recorded in the appropriate public office in and for the County of , State
of Texas ("Mortgage"); and
WHEREAS, Tenant desires to be assured of continued occupancy of the Premises
under the terms of the Lease and subject to the terms of this Agreement.
NOW, THEREFORE, in consideration of the mutual promises, covenants and
agreements herein contained, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto, intending to be legally bound hereby, agree as follows:
1. So long as this Agreement will remain in full force and effect, the Lease is and will
be subject and subordinate to the lien and effect of the Mortgage insofar as it affects the real
L/~eGro~a,/I.~a~,emF oe'm arl'e~maFo,--m a/Land L.eAg mhd_Texan.doc '16
Rep"el: HQ-12/11/96, R~'~: S~-to-3/16/gg
property and fixtures of which the Premises forms a part (but not Tenant's trade fixtures and
other personal property), and to all renewals, modifications, consolidations, replacements and
extensions thereof, to the full extent of the principal sum secured thereby and interest thereon,
with the same force and effect as if the Mortgage had been executed, delivered, and duly
recorded among the above-mentioned public records, prior to the execution and delivery of the
Lease.
2. In the event Mortgagee takes possession of the Premises as mortgagee-in-
possession, including but not limited to by deed in lieu of foreclosure or foreclosure of the
Mortgage, Mortgagee agrees not to affect or disturb Tenant's right to possession of the
Premises and any of Tenant's other r~ghts under the Lease in the exercise of Mortgagee's rights
so long as Tenant is not then in default, after applicable notice and/or grace periods, under any
of the terms, covenants, or conditions of the Lease.
3. In the event that Mortgagee succeeds to the interest of Landlord or other landlord
under the Lease and/or to title to the Premises, Mortgagee and Tenant hereby agree to be
bound to one another under all of the terms, covenants and conditions of the Lease;
accordingly, from and after such event, Mortgagee and Tenant will have the same remedies
against one another for the breach of an agreement contained in the Lease as Tenant and
Landlord had before Mortgagee succeeded to the interest of Landlord; provided, however, that
Mortgagee will not be:
(a) personally liable for any act or omission of any pdor landlord (including
Landlord); or
(b) bound by any rent or additional rent which Tenant might have paid for
more than the one month in advance to any pdor landlord (including
Landlord).
4. In the event that anyone else acquires title to or the right to possession of the
Premises upon the foreclosure of the Mortgage, or upon the sale of the Premises by Mortgagee
or its successors or assigns after foreclosure or acquisition of title in lieu thereof or otherwise,
Tenant agrees not to seek to terminate the Lease by reason thereof, but will remain bound unto
the new owner so long as the new owner is bound to Tenant (subject to Paragraph 3 above)
under all of the terms, covenants and conditions of the Lease.
5. Mortgagee understands, acknowledges and agrees that notwithstanding anything
to the contrary contained in the Mortgage and/or any related financing documents, including,
without limitation, any UCC-1 financing statements, Mortgagee will acquire no interest in any
furniture, equipment and/or other property installed by Tenant on the Property. Mortgagee
hereby expressly waives any interest which Mortgagee may have or acquire with respect to
such fumiture, equipment and/or other property of Tenant now, or hereafter, located on or
affixed to the Property or any portion thereof and Mortgagee hereby agrees that same do not
constitute realty regardless of the manner in which same are attached or affixed to the Property.
L/Lega~/LandUleGmu~t.eale~etml/1'~Fon~M.andL~eAgmnt_Texa$.doc 1 7
JRev'CI: HQ-12/11~; Rev'd:
6. This Agreement will be binding upon and will extend to and benefit the
successors and assigns of the parties hereto and to any assignees or subtenants of Tenant
which are permitted under the Lease. The term "Mortgagee", when used in this Agreement will
be deemed to include any person or entity which acquires title to or the dght to possession of
the Premises by, through or under Mortgagee and/or the Mortgage, whether directly or
indirectly.
IN WITNESS WHEREOF, the undersigned has caused this Agreement to be executed
this day of ,1999.
"LANDLORD"
By:
(Officer's Signature)
(Printed Name of Officer)
Its:
(Officer',s-Title)
"TENANT"
Metroplex Telephone Company, a Texas general
partnership, d/b/a AT&T Wireless Services
By: Dallas Cellular Telephone Company, L.P., its managing partner
By: McCaw Communications of Gainesville, TX, Inc.,
its general partner
By:
Ben Bredow
System Development Manager
LA-eg. Vl. endU .eG~le aeaFennWTexa~Form ~Lano~l. leAgm nt_Texe..cloc 18
Rlv'~ HQ-12/11/cJ8; Rev'el: SIIClO-3/16/g9
"MORTGAGEE"
By:
(Officer's Signature)
(Printed Name of Officer)
Its:
(Officer's Title)
I-~-ag.l/I- andU~,Gn)up/L~eaF~'m ~r~"exa=Fon~M.lndLleAgmn~_T®x, ll.doc 19
Rev'gl: HQ-12/'11/98: Rev'd: SlCto-3/16~39
RECEIVED
RECORDS CENTER
MATERIAL REQUEST CITY OF COPPELL
LUCENT MARKETS - DEBRA GREER (512) 436-7513, FAX (512) 436-7882
4544 SOUTH LAMAR, #800, AUSTIN, TEXAS ?8?45 cj ? ?
NAME: PATRICK RYAN Date: 5~5~00
LOCATION: 5501 LBJ FREEWAY, SUITE 200, MS:275, DALLAS, TX 75240
PHONE: 972-778-5090
NEED BY DATE: 6/1/00
PROJECT NAME: PARKWAY I DENTON TAP
PROJECT NUMBER: NM6755.99CFW046
ORACLE APPROVER: BEN BREDOW
SHIP TO:
VENDOR: WESTOWER COMMUNICATIONS 210-655-2741
VENDOR ADDRESS: 5650 RANDOLPH BOULEVARD
SAN ANTONIO, TX 78233
VENDOR FAX: 210-655-6713
QUOTE NUMBER:
(ATTACH COPY OF QUOTE IF APPLICABLE)
PART# DESCRIPTION QTY UNIT PRICE EXT PRICE
ADD TO PO 330989 FOR FIXED
SITE FW046 - PARKWAY / DENTON TAP
F&I FIKE FIRE PANEL 6,494 $ 1.00 $ 6,494
F&ICONCRETE BENCH 2,027 $ 1.00 $ 2,027
F&I CONCRETE STEPS 1,725 $ 1.00 $ 1,725
F&I WROUGHT IRON HAND RAILS 1,035 $ 1.00 $ 1,035
F&I THREE PARTITION S.S. SINK 4,200 $ 1.00 $ 4,200
TOTAL $ 15,481
ORACLE COORDINATOR COM.",?_NTS
REQUISITION # :
PURCHASE ORDER # :
CONTACTED PROJECT MGR:
MATERIAL REQUEST
LUCENT MARKETS - DEBRA GREER (512) 436-7513, FAX (512) 438-788~
4544 SOUTH LAMAR, lie00, AUSTIN, TEXAS 78745
NAME: PATRICK RYAN Date: 5/5/00
LOCATION: 5501 LBJ FREEWAY, SUITE 200, MS:275, DALLAS, TX 75240
PHONE: 972-778-5090
NEED BY DATE: 6/1/00
PROJECT NAME: PARKWAY / DENTON TAP
PROJECT NUMBER: NM6755.99CFW046
ORACLE APPROVER: BEN BREDOW
SHIP TO:
VENDOR: WESTOWER COMMUNICATIONS 210-655-2741
VENDOR ADDRESS: 5650 RANDOLPH BOULEVARD
SAN ANTONIO, TX 78233
/ VENDOR FAX: 210-655-6713
j QUOTE NUMBER:
j~r ~, (ATI"ACH COPY OF OUOTE IF APPLIC/~LE)
PART# .~,,~f-~./ '; ..,r DESCRIPTION QTY UNIT PRICE EXT PRICE
ADD TO PO 330989 FOR FIXED
SITE I=W046 - PARKWAY I DENTON TAP
/
~"-~'~/.,r,'""'"~ ' I""'"q=&l FIKE FIRE PANEL 8,494 $ 1.00 $ 6,494
~'~?~"/~"' . ~'~'~-&l CONCRETE STEPS /'/ 1,725 $ 1.00 $ 'I,725
, ~-~/~--"~ ~ F&I THREE PARTITION S.S. SINK ~ 4,2~'-"~ 1.00 $ 4,200
F&I ADDITIONAL PIPES I COLUMNS ((~ . 1.00 $ 2,875
OP. ACLE COOrlDIr~ATCR COr. lr.'E'ITS
1' 4
PURCHASE ORDER #:
CONTACTED PROJECT MGR:
MATERIAL REQUEST
NAMe: PAlllK2K
~ NAM~ P~I,~KWAY i ~ T~
RENT AND CONSTRUCTION ADDENDUM
TO LEASE AGREEMENT
by and between
City of Coppell ('Landlord") and
Metroplex Telephone Company, dba AT&T Wireless Services ("Tenant~)
This Addendum to Lease Agreement ("Addendum') is executed this ~ day of ,1999,
by and between City of Coppell ("Landlord") and Metroplex Telephone Company, a Texas general
partnership, dba AT&T Wireless Services ("Tenant") and modifies as herein set forth the terms and
conditions of that certain Lease Agreement ('Agreement") by and between Landlord and Tenant dated
· 1999. All terms and conditions of the Agreement are fully
incorporated within this Addendum by this reference. In the event of any inconsistency between the terms
and conditions of this Addendum and the Agreement, those of this Addendum shall govern and the
inconsistent terms of the Agreement shall be deemed revoked and of no force or effect. However, except as
othen~ise specifically set forth in this Addendum, the Agreement is not modified, amended, supplemented or
revoked and remains of full force and effect and binding on the parties thereto.
Tenant's Construction Obligation: Tenant shall construct a concession building, approximately
48'x30', including rest rooms (collectively, "Tenant.a Construction Obligation"), for the benefit of
Landlord.
Approval of Plans and Specifications: Within thirty (30) days after the completion of construction
of Tenant's Communication Facility, Tenant shall deliver Plans and Specifications to Landlord at the
address set forth herein for Landlord's review and approval. Landlord shall have thirty (30) days after
receipt of the Plans and Specifications to review and approve such Plans and Specifications, which
approval shall not be unreasonably conditioned, withheld or delayed. If Landlord has not expressly
disapproved in writing of the Plans and Specifications within thirty (30) days after receipt, such Plans and
Specifications shall be deemed approved. If Landlord delivers notice of disapproval of such Plans and
Specifications, Landlord and Tenant shall meet within seven (7) days of such disapproval and negotiate in
good faith to agree on acceptable Plans and Specifications. If the parties are unable to agree upon the
final Plans and Specifications, Tenant may either (i) terminate this Agreement upon ten (10) days wdtten
notice; or (ii) submit any disputed matters to binding arbitration in accordance with the Commercial
Arbitration Rules of the Amedcan Arbitration Association. Notwithstanding the foregoing, Landlord shall
have the right to disapprove of the Plans and Specifications on the basis that the design of the concession
building is unacceptable.
Construction: Upon approval of the Plans and Specifications, Tenant shall thereafter commence
construction of the Tenant's Construction Obligation. Tenant shall thereafter construct such Tenant's
Construction Obligation in substantial accordance with the Plans and Specifications. Tenant's
Construction Obligation (i) shall be completed in a good and workmanlike manner, (ii) at Tenant's sole
cost and expense, and (iii) ~ee of any liens and in compliance with all applicable laws and ordinances.
Landlord shall permit access to necessary portions of the Property during normal business hours (Monday
through Friday, 8:00 am to 8:00 pm) for Tenant and other parties involved with Tenant's Construction
Obligation. Tenant agrees to use commercially reasonable efforts to coordinate the completion of
Tenant's Construction Obligation with any other construction activity on the Property.
Acceptance: Upon completion Tenant's Construction Obligation, Landlord shall accept
possession of the concession building and Tenant shall have no further obligations with respect to the
maintenance or repair of the concession building. Landlord shall lhereafter maintain the concession
LEA29Acld t
bu~ing in a good and safe manner in compliance with all applicable laws. Tenant shall assign to
Landlord any warranties in conjunction with the construction of the concession building.
Wrongful Lease Termination: If Landlord wrongfully terminates this Agreement prior to the
expiration of the Rent Abatement Pe~3cl (as defined below) or wrongfully evicts Tenant from the Premises
during such Rent Abatoment Period, Landlord ~rse Tenant for the cost of Tenant's
Constmclion ObligalJon, less rent at the rate of ~~er month from the Commencement Date. If
Landlord and Tenant are unable to agree on either the amount of such reimbursement or whether the
Agreement was wrongfully terminated or Tenant was wrongfully evicted, such melters shall be submitlad
to binding arbitration to be conducted in accordance with the commercial arbitration rules of the American
Arbitration Association.
Rent: landlord and Tenant agree that commenting on the date that Tenant commences
construction of it Communication Facility ("Commencement Date"), Tenant's obligation to pay rent shall
be abated by an amount equivalent to Tenant's costs to complete Tenant's Construction ObiiQation
~nant's Conatructlon Obligation Co~t."), wh _i~h are es§mated to be no less than
plus interest at the rote of
.~ annum.' The amount of Tenant's monthly- rent abatement shall be equal to " er -
month during the first one hundred fifty-one (151) months of this Agreement ("Rent Abatement ~'eriod").
· .-__ Followin~ the Rent Abatement Period, Tenant will pay the Landlord a monthly rental payment of
)er month to Landlord at the address set
forth above, ~n or before the b" ~3ay oT em., ~',.alendar month in advance or to such other person, firm or
place as Landlord may, from time to time, designate in writing at least thirty (30) days in advance of any
due date. Rent ~vill be prorated for any partial month.
In the event Tenant's Construction Obligation Costs exceed~e amount of the.
monthly abatement shall not change, but instead, the Rent Abatement Period shall be extended to '
accommodate said Increase in costs. ~'~./.;~ ~' ~ ~-,-~-~3 ~.jL:,/ ;?(.¥.; ;, p~.~ ) -'
TENANT: METROPLEX TELEPHONE COMPANY, a Texas
Genaml Partnership, dba AT&T Wireless Services
By: Dallas Cellular Telephone Company, L.P.
its Managing Partner
By: McCaw Communications of Gainesville, TX,
Ben Bredow
Its System Development Manager