Lease Agreement LEASE AGREEMENT
and between Hager Containers, Inc., 12855 Valley Branch Lane,
Dallas, Texas 75234, hereinafter called LESSOR, and Dallas SMSA
Limited Partnership, A Delaware Limited Partnership having its
principal offices at 17330 Preston Road, Suite 100A, Dallas, Texas
75252 hereinafter called LESSEE.
WHEREAS, LESSOR, is the owner of the following described real
property lying and being situated in the County of Dallas, and
State of Texas, and being a tract of land situated in the Jesse
Moore Survey, Abstract No. 968 in the city of Coppell, Dallas
county, Texas and also being part of a 20 acre tract of land as
described in deed to Connell Development Company in Volume 83219,
Page 2674 of the Deed Records of Dallas County, Texas, also known
as Hager Containers Addition, an addition to the City of Coppell,
Texas, according to the Plat thereof recorded in Volume 88206, Page
3786, Plat Records of Dallas County, Texas.
Said property is further described and shown on Exhibit "A"
attached and made a part hereof for all purposes, and a portion
thereof is hereinafter referred to as the "leased premises",
containing approximately~3,C00m~uare feet, more or less, and
12,400~ rt o t
WHEREAS LESSEE desires tulease said prope y f r he purpose
of construction, operation, and maintenance of a radio transmission
facility.
NOW THEREFORE, in consideration of the terms, conditions and
rentals hereinafter set forth, LESSOR and LESSEE agree to the
following:
1. The LESSOR hereby leases to LESSEE the aforedescribed
leased premises along with the right of way for ingress and egress
as more particularly shown on Exhibit "A". LESSOR shall grant any'
and all easements as may be required by the appropriate electric
and telephone companies for the purpose of servicin~ LESSEE'S
equipment. In addition, LESSOR hereby grants to LESSEE the right
to use additional property contiguous to the leased premises during
construction of the radio transmission facility. Said additional
construction easement to be restored as near as reasonably possible
to its condition prior to construction by LESSEE. LESSEE shall not
use or permit the property to be used for any purpose other than a
radio transmission facility without written consent of LESSOR, said
consent not to be unreasonably withheld.
2. LESSOR hereby grants to LESSEE the right, to survey the
leased premises. Said survey, if made, shall become Exhibit "B" to
this Agreement.
3. The term of this Agreement shall be twenty (20) years
beginning on July l, 1991, or when LESSEE has obtained all
necessary certificates, permits and/or other approvals referred to
in Paragraph 5., whichever date occurs first. Rent shall be paid
in equal monthly installments on the first of each month, in
advance, to LESSOR at its address in Dallas, Texas, or to such
other person, firm or place as the LESSOR may from time to time, so
designate in writing at least-thirty (30) days in advance of any
rental payment date.
The first five (5) year period of this lease shall have an
annual rental of to be paid in equal monthly installments
as aforesaid.
The second five (5) year period of this lease shall have an
annual rental of to be paid in equal monthly installments
as aforesaid.
The third five (5) year period of this lease shall have an
annual rental of to be paid in equal monthly installments
as aforesaid.
The fourth five (5) year period of this lease shall have an
annual rental of to be paid in equal monthly installments
as aforesaid.
4. If at the end of twenty (20) years this Agreement has not
been terminated by either party giving to the other written notice
of an intention to so terminate it at least six (6) months prior to
the end of such term, this Agreement shall continue in force upon
the same covenants, terms and conditions, including rental
payments, for a further term of one (1) year, and so on from year
to year until terminated by either party giving to the other
written notice of an intention to so terminate at least six (6)
months prior to the end of such term.
Provided LESSEE is not in default hereunder, and shall have
paid all rents and sums due and payable to LESSOR by LESSEE, LESSEE.
shall have the right to terminate this Agreement at any time upon
one (1) year's prior written notice from LESSEE to LESSOR.
5. It is understood and agreed that LESSEE'S ability~g~use
~e leased premises is contingent upon its obtaining, cithcF~Sefore
~r aftcr the effective date of this Lease Agreement, all of the
certificates, permits, and other'approvals that may be required by
any federal, state or local authorities. LESSEE shall make due and
timely application for all such necessary certificates, permits and
other approvals and promptly furnish copies of same to LESSOR
LESSOR shall cooperate with LESSEE in its effort to obtain
such approvals and shall take no action which would adversely
affect the status of the leased premises with respect to the
proposed use thereof by LESSEE. In the event that any of such
applications is finally rejected or any certificate, permit,
~including any replatting and zoning change~ to accomodate the firelane requirements across the leased premises.~
license or approval issued to LESSEE is canceled or otherwise
withdrawn or terminated by governmental authority so that LESSEE in
its sole discretion will be unable to use the leased premises for
its specified purposes, * the LESSEE shall have the right to
terminate this Agr~ent. Notice of said termination shall be
given to tho LESSO~n writing by certified mail. All rental paid
for lease of the property to said termination date shall be
retained by the LESSOR. Upon such termination, this Agreement
shall become null and void, and the parties shall have no further
obligations, including the payment of money, to each other.
6. If all or part of the leased premises, or if all or any
part of the LESSOR'S land underlying the radio transmission
facility or roadway to the leased premises is taken by eminent
domain or other action by jurisdictions having the legal right to
take said lands, and if any said taking in the sole opinion of
LESSEE renders the leased premises unusable for its intended
purposes, then at LESSEE'S option this Agreement may be declared
null and void and no further force and effect and there shall be no
further payment of rents except that which may have been due and
payable at the time of said taking. In the event of a partial
taking and LESSEE in its sole discretion wishes to maintain its
operations on the lands of the undersigned, LESSOR shall reduce the
rental on the leased premises by an amount proportionate to the
part of the leased premises taken by eminent domain or other such
legal action.
7. LESSEE shall indemnify LESSOR and hold LESSOR harmless
against any claim of liability or loss from personal injury or
property damage not due to the negligence or willful misconduct of
LESSOR or LESSOR'S agents which may arise out of LESSEE'S lease of
the property and its operations thereon, excepting, however, such
claims or damages as may be due to or caused in whole or in part by
the acts of LESSOR, or its agents and servants. In the event of
LESSOR'S negligence or willful misconduct, LESSOR shall so
indemnify LESSEE.
8. LESSEE shall have a separate power meter installed for its
electric service and LESSEE shall pay all costs related to said'
electric service.
9. LESSOR shall be responsible for payment of all ad valorem
taxes levied upon the lands of LESSOR. LESSEE shall be responsible
for all taxes levied upon the leasehold improvements (including
equipment building and tower) on the leased premises.
10. LESSEE, upon termination of this Agreement, shall, within
a reasonable period, remove its building, tower and personal
property and restore the ground surface of the property as nearly
as is reasonably possible to its original condition, reasonable
wear and tear excepted.
en,either LESSOR o~
11. Any sale by LESSOR of all or part of the leased premises
to a purchaser, other than LESSEE, shall be under and subject to
this Lease Agreement and LESSEE'S rights hereunder.
12. LESSOR covenants that LESSEE, on paying the rent and
performing the covenants by it herein made, shall and may peaceable
and quietly have, hold and enjoy the leased premises.
13. This Lease Agreement and the performance thereof shall be
governed, interpreted, construed and regulated by the laws of the
State of Texas. Any litigation concerning this Lease shall be
conducted in Dallas, Texas and the parties hereby agree to the
venue and personal jurisdiction of these courts.
14. Ail notices hereunder must be in writing and shall be
deemed validly given if sent by certified mail, postage prepaid,
addressed as shown below (or to any other address that the party to
be notified may have designed to the sender by like notice):
LESSEE: Southwestern Bell Mobile Systems, Inc.
Attention: Real Estate Manager
17330 Preston Road, Suite 100A
Dallas, Texas 75252
LESSOR: Hager Containers, Inc.
12855 Valley Branch Lane
Dallas, Texas 75234
Attention: Mr. Ted Hager, President
15. This Agreement may be sold, assigned, or transferred by
LESSEE at any time without the consent of the LESSOR, to a
subsidiary, partner or affiliate of the LESSEE, or to a successor
to the primary business offered by LESSEE. Any other assignment
shall require written approval of LESSOR, such consent not to be
unreasonably withheld.
16. LESSEE at its sole discretion shall have the right to
sublease to others whose primary business is the provision of rad.~o
transmission and/or communication service.
17. This Agreement shall extend to and bind the heirs,
executors, administrators, successors and assigns of the parties
hereto.
18. At LESSOR'S option, this Agreement shall be subordinate to
any mortgage by LESSOR which from time to time may encumber all or
part of the leased premises or right of way; provided, however,
every such mortgage shall recognize the validity of this Agreement
in the event of a foreclosure of LESSOR'S interest and also
LESSEE'S right to remain in occupancy of and have access to the
leased premises as long as LESSEE is not in default of this
Agreement. LESSEE shall execute whatever instruments may
reasonably be required to evidence this subordinate clause. In the
event the leased property is encumbered by a mortgage, LESSOR
immediately after this Lease Agreement is exercised, will obtain
and furnish to LESSEE, a non-disturbance instrument for each such
mortgage in recordable form.
19. For the purpose of providing constructive notice hereof,
LESSOR and LESSEE hereby agree to execute a Memorandum of Lease
Agreement, in recordable form and LESSEE shall have the same
recorded in the land records of the aforesaid county and state.
20. LESSOR covenants that LESSOR is seized of good and
sufficient title and interest to the property and has full
authority to enter into and execute this Agreement. LESSOR further
covenants that there are no other liens, judgments or impediments
of title on the property.
21. The parties hereto declare that they have read and do
understand each and every term, condition and covenant contained in
this Lease and in any document incorporated by reference. This
Lease includes the entire agreement between the parties relating
hereto and supersedes all prior or contemporaneous negotiations,
commitments, representations, writings and/or oral understandings
or agreements. The parties signed this Agreement for the
consideration herein expressed. Any addition to, variation or
modification of this Agreement shall be void and ineffective %nless
in writing signed by the parties hereto.
22. LESSEE represents that it is a Delaware Limited
Partnership in good standing in the State of Delaware and qualified
to do business as a foreign limited partnership in the State of
Texas and that Southwestern Bell Mobile Systems, Inc. is the sole
General Partner of LESSEE responsible for the operation and control
of all of the business of the LESSEE.
IN WITNESS WHEREOF, the parties hereto have set their hand and
affixed their respective seals the days and year just above
written.
LESSOR: HAGER CONTAINERS, INC. ~~Hag~er, President
LESSEE: DALLAS SMSA LIMITED PARTNERSHIP
BY ITS GENERAL PARTNER
SOUTHWESTERN BELL MOBILE SYSTEMS, INC.
. Maretti
VICE PRESIDENT, GENERAL MANAGER - DALLAS
ACKNOWLEDGEMENT
THE STATE OF TEXAS
COUNTY OF DALLAS
Before me, the undersigned, a NOtary Public in and for the
State of Texas, on this day personally appeared Ted C. Hager
Dr~id~nt of "Hager Containers, Inc.
known to me to be the person and officer whose name is subscribed.
to the foregoing instrument and acknowledged to me that the same
was the act of Nag~r Cont~4ners, Inc. ,
a corporation,.and that he executed the same as the act of such
corporation for the purposes and consideration therein expressed,
and in the capacity therein stated.
Given under my hand and seal of office on this the 18
day of March , A.D. 19 91
~~n (R~ne Jones)
Notary Pub d for the State of Texas
February ?7, ]qq4
Commission Expires
ACKNOWLEDGEMENT
THE STATE OF TEXAS
COUNTY OF DALLAS
BEFORE ME, the undersigned authority, on this day personally
appeared Timothy L. Maretti, Vice President - General Manager -
Dallas, of Southwestern'Bell Mobile Systems, Inc., a corporation,
known to me to be the person, and officer whose name is subscribed
to the foregoing instrument and acknowledged to me that the same
was the act of the said Southwestern Bell Mobile Systems, Inc., a
corporation, and that he executed the same as the act of such
corporation for the purposes and consideration therein expressed,
and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, This,~w~$/~ day of
, A.D. 9'
/
Notary ~~a~ o~~-h~-~ate of Texas
My Commission Expire/es ~' ~-~ -
~IIB IT "~'
~tt~ched to and made a part of that certain Lease Agreement dated
/~/~/ by and between Hager Containers, Inc. LESSOR, and Dallas
SMSA Limited Partnership, LESSEE.
PROPEKTY DESCIL~PTIO~I
BEING a-tract of land.: ~-ltuated in the Jesse Moore Survey,
Abstract No. 968 In the City of Coppe11, Dallas County,
Texas an~ also being part of a 20 acre tract of land
described ~n dee~ to- Conne11 Development ~mpany
Volume 83219, Page 2674 o~ 'the Dee~ Records of Dallas
County~ Texa~ also known as Hager Conta~rs A~ltion, an
a~dition to the C~ty of Coppell, Texas~ according to the
Plat thereof recorded ~n Vol~e ~ , Page ~7~ · Plat
~Recor~s of Dallas County, Te~a~ a~d being more particularly
describe~ as follows~
CO~ENCING at a 1' iron pin at the lntersecClon of the South
line o~ 8andy Lake Roa~ (Thweatt Roa~) (a 50 foot
r~ght-of-way) with the Southeasterly line of State
Highway 121 (a 100 foo~ right-o~-way), sal~ point also being
th~ Northwest corner of a 30.568 acre tract of land as
~escribe~ In dee~ to Baker & Associates Joint Venture No. 7
i~ Volume-85013, Page 4136 of the Dee~ Records of Dallas
County, Texas=
~ENCE East, 941.84 feet along the South line of Sandy lake
Road to a point for corner~
THENCE South 0~ 11~ 00" East, 993.06 f~et.leaving the said
South ll~e of Sandy Lake Road'a~ along a mutual Bouodary
Line Agreement as recor~e~ In Volume 85013, Page 4129~
THENCE North 89~ 49~ 00" East, 50.00 feet to the POINT OF
BEGINNING.'~' an iron pinT-~gr co~ger;
~ENCE 'N6rth 89" 4g' 00'~ East, 606'~12 fe%t to an iron pin
for corner;
THENCE South 0" 11' 00" East, 336.65 feet to an iron pin for
come r;
THENCE South 89" 58' 20' West, 606.12 feet to an iron pin
for tother;
~ENCE North 0" 11' 00" West, 335.00 feet to 'the .POINT OF
EGI~ING and CONTAINING 4.673 acres (203,548 square feet)
of land, more or less.
'/ : , -- Hager Containers Add$~ion
.'; i ..... Jesse ~oar~ Sur, ey. A-968
k.Ji : ~ Coppell. Dallas County. Texas c
'D ; 'X- ~ [ ingress/Egress ~. co.on uich Lessor
"~. Leased Premises