Loading...
HomeMy WebLinkAboutContract 24252 CITY SECRETARY CONTRACT NO. � J CITY OF FORT WORTH COMMUNICATIONS FACILITY LEASE (E)USTING COMMUNICATIONS TOWER) This COMMUNICATIONS FACILITY LEASE ("Lease") is made and entered into by and between the CITY OF FORT WORTH ("Landlord"), a home rule municipal corporation situated in Tarrant,Denton and Johnson Counties,Texas acting by and through Charles Boswell, its duly authorized Assistant City Manager, and SPRINT SPECTRUM, L.P. ("Sprint"), a Delaware limited partnership acting by and through William K. Rector, Sprint's Director of Site Development, Central Region and duly authorized by Sprint to execute this Lease, as evidenced by a certificate to that effect signed by Joseph M. Gensheimer, Sprint's General Counsel and Secretary, and dated July 30, 1998. WHEREAS,Landlord is the owner in fee simple of a parcel of land located in the City of Fort Worth, Tarrant County, Texas ("Owned Premises"), as shown in Exhibit "A", attached hereto and incorporated as part of this Lease for all purposes; and WHEREAS,a self-supporting tower("Tower")is located on the Owned Premises; and WHEREAS,Landlord operates certain communications facilities on the Tower; and WHEREAS, Tenant wishes to lease from Landlord, and Landlord is willing to lease to Tenant, a portion of the Owned Premises described herein in order to enable Tenant to erect, operate and maintain certain communications equipment of Tenant, on terms and conditions set forth herein; NOW, THEREFORE, in consideration of the benefits, promises and mutual covenants contained herein, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged by both Landlord and Tenant,Landlord and Tenant agree as follows: 1. LEASED PREMISES. Landlord hereby leases to Tenant and Tenant hereby leases from Landlord the following portions of the Owned Premises: 1.1. Space on the Tower for Tenant's directional or omni antennae, connecting cables and related appurtenances ("Antennae Facilities") as depicted on Exhibit "B", attached hereto and incorporated as part of this Lease for all purposes; and 1.2. Space on the Owned Premises for Tenant's equipment shelter ("Equipment Shelter"), power and any necessary utilities, as shown on the Site Plan attached hereto as Exhibit"C" and incorporated as part of this Lease for all purposes. 00MR RECuQ� All portions of the Owned Premises that are leased to Tenant under this Lease shall hereinafter be referred to as the"Premises." 2. TERM OF LEASE. 2.1. Initial Term. The Initial Tenn of this Le'ase shall commence on the date of execution ("Effective Date")and end on September 30,2003. 2.2. Renewal Terms. Unless Landlord or Tenant exercise their termination rights as provided herein prior to the expiration of the Initial Term, Tenant shall have two (2) consecutive rights of first refusal to renew this Lease for two additional consecutive terms of five(5)years each(each a"Renewal Tenn")on terms and conditions set forth by Landlord,provided Landlord elects to lease the Premises. In order to exercise a right of first refusal hereunder, Tenant shall provide Landlord with written notice of its desire to renew this Lease not less than ninety (90) and not more than one hundred twenty (120) days prior to the expiration of the term then in effect. If Tenant fails to exercise its first right of first refusal, or if this Lease is terminated during the first Renewal Term, Tenant shall concurrently waive its second right of first refusal to lease the Premises. 2.3. Holdove . If Tenant holds over after the expiration of any term of this Lease, this action will create a month-to-month tenancy. In this event, Tenant agrees to pay one hundred fifty percent (150%) of the rent it was paying to Landlord during the last month of the previous term of this Lease. Any month-to-month tenancy shall be subject to all other terms and conditions of this Lease. 3. RENT. 3.1. Base Rent. Tenant shall pay Landlord as annual rent for the Premises the sum of Twelve Thousand Dollars ($12,000.00) for the first antenna placed on the Premises and One Thousand Two Hundred Dollars($1,200)for each subsequent antenna that Landlord allows Tenant to place or install on the Premises(collectively "Base Rent"), subject to adjustments as provided in Section 3.2 and provided that Landlord provides advance written consent for Tenant to install such additional antennae on the Premises. If Lessee's Antennae Facilities consist of an array or interconnection of antennae, Landlord shall determine,.in Landlord's sole judgment and consistent with Landlord's previous decisions in similar situations, 2 whether such Antennae Facilities consist of one antenna or more than one antenna for purposes of this Section 3.1. Nothing in this Lease shall grant Tenant the right to place or install additional equipment on the Premises without Landlord's advance written consent. 3.2. Adjustments to Base Rent. Base Rent shall be increased by Landlord on October 1st of each year, beginning October 1, 1998, to reflect the upward percentage change, if any, in the Consumer Price Index for the Dallas/Fort Worth Metropolitan area for the immediately preceding twelve (12) months ("CPI Change"), as announced by the United States Department of Labor. In the event there is no CPI Change or the CPI Change is downward, rental rates for the Premises shall remain constant until the following October 1st. In no event shall rental rates for the Premises ever be decreased. If the CPI is converted to a different standard reference base or otherwise materially revised, the adjustment set forth in this Section 3.2 shall be calculated with the use of the conversion formula published by the Bureau of Labor Statistics. 3.3. Due Dates. Payment of the annual Base Rent for the period between the Effective Date of this Lease and September 30, 1998 is due in full upon the execution of this Lease. Unless the Effective Date is October 1 of a given year, the Base Rent for this period shall be prorated in accordance with the number of days remaining until September 30, 1998. Thereafter, all annual Base Rent payments, as adjusted, are due in advance on or before October I for the forthcoming year. In the event that this Lease is terminated on a date other than September 30 of a given year and for a reason other than Tenant's nonpayment of rent or other breach or default, rent shall be prorated as of the effective date of termination and Landlord shall refund all prepaid rentals,without interest,to Tenant within thirty (30) days following such date. Tenant shall deliver all payments of rent and any other fees and charges assessed hereunder at the location provided for Landlord's Revenue Office in Section 24. 3.4. Late Fees. If Tenant fails to pay any rent hereunder by the respective due date, Tenant shall pay Landlord a late payment fee of ten percent (10%) of such amount in addition to any sums that may be due. Moreover, any amounts that are past due shall bear interest until paid in full at the rate of two percent (2%) per month or the highest rate permitted by applicable law,whichever is less. 4. DEPOSIT. Upon execution of this Lease, Tenant shall remit to Landlord a maintenance/damage deposit ("Deposit") equivalent to one-twelfth of the full annual Base Rent. Lessee's Deposit shall be in the form of a cash payment. Lessee will not be entitled to any interest on this Deposit. 3 Unless Landlord terminates this Lease for nonpayment of rent or any breach or default by Tenant, Landlord will refund any unused portion of this Deposit within thirty (30) days following the date that Tenant lawfully vacates the Premises. Tenant acknowledges that if Landlord terminates this Lease for any nonpayment of rent or other breach or default, Tenant shall forfeit the entire balance of its Deposit. 5. USE OF PREMISES. Tenant may use the Premises solely for the installation, operation and maintenance of its .Antennae Facilities,in accordance with good engineering practices and with all applicable rules and regulations of the Federal Communications Commission ("FCC"), for the transmission, reception and operation of a communications system and uses incidental thereto and for the storage or related equipment in accordance with the terms of this Lease. Tenant shall not erect any antennae or other equipment on the Premises unless specifically approved in writing by Landlord and set forth in Exhibit "B." Tenant hereby agrees that its use of the Premises shall not interfere with the use of the Tower, the Owned Premises, related facilities or other equipment of Landlord or other tenants. Tenant acknowledges that this Lease does not convey to Tenant, its assigns or sublessees any exclusive rights. 6. INSTALLATION OF EQUIPMENT, CONSTRUCTION AND IMPROVEMENTS. 6.1. In General. Tenant shall have the right, at its sole cost and expense, to install, operate and maintain on the Premises its Antennae Facilities described in Exhibit "B" and a separate Equipment Shelter in accordance with good engineering practices and all applicable rules and regulations of the Federal Communications Commission("FCC") or successor agency. However, for any modification renovation, improvement or new construction performed by Tenant under this Lease, Tenant shall submit all plans and estimates for the costs of such modification, renovation, improvement or new construction to Landlord's Director of Information Systems and Services or authorized designee. All plans, specifications and work shall conform to all federal, state and local laws, ordinances, rules and regulations, now in force or hereafter prescribed. In addition, Tenant shall not employ or otherwise engage any contractor to perform work on the Premises unless Landlord has provided Tenant with advance written permission. 6.2. Documents. Tenant shall supply Landlord's Director of Information Systems and Services or authorized designee with as-built drawings of the Antennae Facilities and any other improvements in advance of their installation on the Premises. These as-built drawings shall show the actual locations of all equipment and improvements consistent with Exhibit 4 "B." Tenant shall also provide Landlord with a complete and detailed inventory of all Antennae Facilities, equipment and personal property. 6.3. Equipment Upgrade. Tenant may update or replace the Antennae Facilities from time to time with the prior written approval of Landlord,provided that the replacement facilities are not greater in number or size than the existing facilities, that the installation of such facilities does not structurally impact the Tower and that any change in the location of such facilities on the Tower is satisfactory to Landlord. Tenant shall submit to Landlord a detailed proposal for any such replacement facilities and any supplemental materials for Landlord's evaluation. 6.4. Bonds Required of Tenant and Tenant's Contractors. In the event that Tenant or a contractor of Tenant wishes to undertake any kind of modification, renovation, improvement or new construction on the Premises that involves more than the mere installation of equipment which is not built into or in any other manner affixed to or incorporated into the Building, Landlord may require and Tenant shall obtain or require Tenant's contractor to obtain appropriate payment and performance bonds in accordance with the Texas Government Code, Chapter 2253, as amended, in forms approved in advance by Landlord. 7. UTILITIES. Tenant shall, at its sole cost and expense, separately meter and pay for all utilities it uses in connection with its operations on the Premises, including, but not limited to, electric, gas, telephone,water and sanitary sewer utilities. 8. MAINTENANCE AND REPAIRS. 8.1. Painting of Antennae Facilities by Tenant. Tenant, at its sole cost and expense, shall at all times keep its Antennae Facilities painted as specified in writing by Landlord. 8.2. Maintenance and Repairs by Tenant. Tenant, at its sole responsibility and expense, shall maintain, repair and secure its Antennae Facilities, equipment and personal property on or attached to the Premises in a safe condition, in good repair and in a manner suitable to Landlord that does not conflict with the use of the Tower by Landlord or other tenants. Tenant shall keep the Premises free of debris and anything of a dangerous, noxious or offensive nature or.which would create a hazard or undue vibration,heat,noise or interference. 5 8.3. Inspection. Landlord shall be allowed and granted full access to the Premises at reasonable times to examine and inspect the Premises for safety reasons or to ensure that Tenant is in compliance with its covenants under this Lease. If Tenant is responsible under this Lease for any maintenance or repairs, Landlord shall notify Tenant in writing and Tenant shall undertake such maintenance or repairs in a timely diligent manner. In an emergency, as determined by Landlord, Landlord may, in its sole discretion, perform maintenance or repairs that are Tenant's responsibility in order to avert, mitigate or cure such emergency. In this event, Tenant shall reimburse Landlord for the cost of such maintenance or repairs, and such reimbursement will be due immediately upon receipt of an invoice from Landlord of the maintenance or repairs it performed on Tenant's behalf. 8.4. Damage Caused by Tenant. Any damage to the Premises and/or the Tower caused by Tenant,its officers, agents, employees, contractors, subcontractors or invitees, shall be repaired or replaced in accordance with Section 6 and to Landlord's satisfaction at Tenant's sole cost and expense within ten(10)calendar days following the date of such damage. 9. ACCESS TO PREMISES. Tenant shall have reasonable access to the Premises by means of any existing driveway over the Owned Premises; provided, however, that, except in an emergency, Tenant shall provide Landlord not less than twenty-four(24)hours'written notice of Tenant's desire to enter the Owned Premises and/or Premises. In addition, except in an emergency, Tenant shall obtain Landlord's advance written consent not less than twenty-four(24)hours before Tenant allows on the Premises or Owned Premises any third party, including contractors or subcontractors whom Tenant is using or intends to use to install, operate or maintain the Antennae Facilities and Equipment Shelter or to perform any modification,renovation,improvement or construction on the Premises. 10. INTERFERENCE. 10.1. Interference with Landlord's Operations Prohibited. Tenant covenants and agrees that its Antennae Facilities and its operations on the Premises shall not damage or interfere in any way with Landlord's operations on the Tower. Tenant agrees to cease any action on its part which interferes with Landlord's use of the Tower immediately upon actual notice of such interference. In such an event, Landlord may terminate this Lease upon thirty (30) days' written notice to Tenant; provided, however, that if such interference is material and poses any threat to the public safety or 6 welfare,Landlord may terminate this Lease immediately upon provision of written notice to Tenant. 10.2. Interference with Certain Other Operations Prohibited. Tenant covenants and agrees that its Antennae Facilities and its operations on the Premises shall not damage or interfere in any way with the Tower operations of a tenant whose communication facilities on the Tower existed prior to the installation of Tenant's Antennae Facilities. If Tenant's operations on the Premises cause such interference, Tenant shall undertake all measures reasonably necessary to correct and eliminate the interference. If the interference cannot be eliminated within a reasonable amount of time, not to exceed thirty (30) calendar days, Tenant shall immediately cease any action on its part which interferes with the respective tenant's use of the Tower. In such an event, Landlord or Tenant may terminate this Lease upon thirty (30) calendar days' written notice to the other party. 10.3. Interference and Engineering Studies. Prior to the approval of the placement of Tenant's Antennae Facilities, or any construction, modification, improvement or upgrade of such Antennae Facilities, Landlord may obtain, at Tenant's sole cost and expense, an interference study in order to determine whether Tenant's intended operations will interfere with any existing communications facilities on the Tower. Landlord may also obtain, at Tenant's sole cost and expense, an engineering study in order to determine whether the Tower is able to support structurally Tenant's Antennae Facilities. Landlord agrees to provide written notice to Tenant of its intent to obtain any interference or engineering study and the estimated cost of any such study prior to the performance thereof. In no way shall the performance of any interference or engineering study or the results therefrom in any way affect the application of Sections 10.1 and 10.2. 10.4. Interference with'T'enant's Operations. Landlord does not guarantee'to Tenant subsequent noninterference with Tenant's operations on the Premises. However, following the Effective Date of this Lease, for any request Landlord receives from a third party, other than a governmental unit, office or agency, to lease space on the Tower and/or Owned Premises, Landlord shall submit to Tenant such third party's proposal, complete with all technical specifications reasonably requested in writing by Tenant, for Tenant's review; provided, however, that Landlord shall not be required to provide Tenant with any specifications or information claimed to be of a proprietary nature by such third party. Tenant shall have thirty(30) days following receipt of such third party's proposal to make any objections thereto. If Landlord verifies Tenant's objection, Landlord shall require the third party to modify its operations proposal in a manner determined, in Landlord's reasonable judgment, to reduce the interference adequately with respect to Tenant's 7 operations. If the third party tenant's operations on the Tower subsequently materially interferes with Tenant's operations, Tenant may terminate this Lease upon thirty (30) days' written notice to Landlord. Tenants failure to make any objection within the thirty-day time frame provided above shall be deemed consent by Tenant to the installation of antennae or transmission facilities pursuant to the third party's original proposal. Landlord may allow, at any time, a governmental unit, office or agency to lease space on the Tower for antennae or other communications facilities without regard to potential or actual interference with Tenant's operations on the Premises; provided, however, that if the operations of such governmental unit, office or agency actually and materially interferes with Tenant's operations, Tenant may terminate this Lease upon thirty (30)days'written notice to Landlord. 11. RIGHTS AND RESERVATIONS OF LANDLORD. 11.1. This Lease is not a franchise or permit for Tenant to use or cross the public rights- of-way within the City of Fort Worth in the operation of its communications business. Tenant hereby covenants and agrees that it will not use or cross the public rights-of-way in the City of Fort Worth unless it first notifies Landlord in writing and obtains all licenses, permits or franchises required by Landlord of all entities wishing to utilize the public rights- of-way in the same manner as Tenant. 11.2. Landlord may at any time take whatever action it deems necessary, in its sole discretion,to repair,maintain, alter or improve the Premises or Owned Premises. 11.3. Landlord reserves the right to lease other portions of the Tower or the Owned Premises to third parties. 11.4. Landlord reserves the right to require Tenant to relocate Antennae Facilities on the Tower to another location on the Tower in the event Landlord desires to lease such space on the Tower to a third party which is a governmental unit, office or agency. In such an event, Landlord shall require the third party lessee shall to reimburse Tenant's actual costs of relocation, and Tenant shall complete the relocation of its facilities within thirty (30) calendar days following receipt of written notice from Landlord. 11.5. During any war or national emergency, Landlord shall have the right to lease any part of the Owned Premises, including the Tower and the Premises, to the United States Government. In this event, any provisions of this instrument which are inconsistent with the provisions of the lease to the Government shall be suspended. Landlord shall not be liable for any loss or damages alleged by Tenant as a result of this action. However, nothing in this Lease shall prevent Tenant from pursuing any rights it may have for reimbursement from the United States Government. 8 12. INSURANCE. Tenant shall procure and maintain at all times,in full force and effect,a policy or policies of insurance to provide coverages as specified herein, naming Landlord as an additional insured and covering all public risks related to the leasing, use, occupancy, maintenance, existence or location of the Premises and Tenant's business operations thereon: 12.1. Primary Liability Insurance Coverage. ® Commercial General Liability: $10,000,000 per occurrence,providing blanket contractual liability insurance for all written contracts; products and completed operations; independent contractor's liability; and coverage for property damage from perils of explosion or collapse; ® Automobile Liability: $2,000,000 per accident, including,but not limited to, all vehicles,whether owned or hired,in use by Tenant,its employees and agents; ® Worker's Compensation/Employer's Liability: Worker's compensation coverage as required by law; and Employer's Liability at $100,000 per accident. 12.2. Excess Liability Insurance Umbrella. Coverage amounts set forth in Section 12.1, other than worker's compensation, may be met by a combination of underlying and umbrella policies provided the combined limits meet or exceed the limits required by this Lease. 12.3. Property Insurance. Prior.to the installation of the Antennae Facilities and related equipment described in Exhibits "B" and "C", and prior to the commencement of any modification, renovation, improvement or new construction, Tenant shall obtain builders all-risk insurance and an installation floater or equivalent property coverage covering cables, materials, machinery and supplies of any nature which are to be used in or incidental to the respective project. Upon completion of the installation of the Antennae Facilities, and any subsequent modification, renovation, improvement or new construction, Tenant shall obtain and maintain fire, extended coverage and vandalism and malicious mischief insurance, all at full replacement cost limits,on the Antennae Facilities and the Premises. 9 12.4. Insurance Required of Tenant's Contractors. Tenant shall require that all contractors used to perform any of the requirements, obligations, services or other work hereunder provide insurance with coverages and limits that are satisfactory to Landlord. Prior to the commencement of work on the Premises by any contractor used by Tenant, Tenant shall deliver to Landlord a certificate of insurance evidencing the insurance coverage for such contractor. If such contractor's insurance is not satisfactory to Landlord, Landlord shall within five (5) business days of delivery of the contractor's certificate of insurance provide Tenant with written notification that such insurance is unacceptable. In this event, Tenant shall either require the contractor to obtain insurance coverage that is acceptable to Landlord or use another contractor whose insurance is acceptable to Landlord. If Landlord does not notify Tenant within five(5) business days that a contractor's insurance is unacceptable, Landlord shall be deemed to have approved such contractor's insurance. 12.5. General Requirements. 12.5.1. Landlord, in Landlord's sole and reasonable discretion, reserves the right to revise insurance coverage requirements and limits at any time. Tenant agrees that within thirty(30) days following receipt of written notice from Landlord, Tenant will implement all revisions reasonably requested by Landlord. 12.5.2. Tenant's policy or policies of insurance shall be endorsed to cover all of Tenant's operations on the Owned Premises and to provide that no material changes in coverage, including, but not limited to, cancellation, termination,non-renewal or amendment, shall be made without thirty(30) days'prior written notice to Landlord. 12.5.3. Tenant shall maintain its insurance with underwriters authorized to do business in the State of Texas and who are acceptable to Landlord in terms of solvency and financial strength. Tenant shall furnish Landlord with certificates of insurance signed by the respective companies as proof that it has obtained the types and amounts of insurance coverage required herein. In addition,Tenant shall, on demand, provide Landlord with evidence that it has maintained such coverage in full force and effect. 12.5.4. Deductible or self-insured retention limits on any line of coverage required herein shall not exceed $25,000 in the annual aggregate unless the limit per occurrence,or per line of coverage, or aggregate is otherwise approved by Landlord in writing. 12.5.5. All insurance policies other than those for worker's compensation shall be written on an occurrence basis and not a claims made basis. 10 12.5.6. Nothing in this section shall be construed to limit or in any way affect Tenant's operation as an independent contractor as provided in Section 13 or Tenant's obligation to indemnify Landlord as provided in Section 14. 13. INDEPENDENT CONTRACTOR. It is expressly understood and agreed that Tenant shall operate as an independent contractor as to all rights and privileges granted herein, and not as an agent, representative or employee of Landlord. Tenant shall have the exclusive right to control the details of its operations and activities on the Premises and shall be solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors, subcontractors, patrons, licensees and invitees. Tenant acknowledges that the doctrine of respondent superior shall not apply as between Landlord and Tenant, its officers, agents, employees, contractors and subcontractors. Tenant further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between Landlord and Tenant. 14. INDEMNIFICATION. TENANT HEREBY ASSUMES ALL LLABILITY AND RESPONSIBILITY FOR PROPERTY LOSS, PROPERTY DAA1AGE AND/OR PERSONAL INJURY OF ANY KIND, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARIS17VG OUT OF OR IN CONNECTION WITH ITS USE OF THE OWNED PREMISES UNDER THIS LEASE OR WITH THE LEASING, MAINTENANCE, USE, OCCUPANCY, EXISTENCE OR LOCATION OF THE PREMISES, EXCEPT TO THE EXTENT CAUSED BY THE GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF LANDLORD. TENANT COVENANTS AND AGREES TO, AND DOES HEREBY, INDEMNIFY, HOLD HARMLESS AND DEFEND LANDLORD, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO TENANT'S BUSINESS AND ANYRESULTING LOST PROFITS)AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THE USE, LEASING,MAINTENANCE, OCCUPANCY,EXISTENCE OR LOCATION OF THE PREMISES, EXCEPT TO THE EXTENT CAUSED BY THE GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF LANDLORD. TENANT ASSUMES ALL RESPONSIBILITY AND AGREES TO PAY LANDLORD FOR ANY AND ALL INJURY OR DAMAGE TO THE OWNED PREMISES, INCLUDING THE TOWER AND OTHER PORTIONS OF THE PREMISES, WHICH ARISES OUT OF OR IN CONNECTION WITH ANY AND ALL ACTS OR OMISSIONS OF TENANT, ITS 11 OFFICERS, AGENTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, LICENSEES, INVITEES, PATRONS OR TRESPASSERS, EXCEPT TO THE EXTENT CAUSED BY THE GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF LANDLORD. 15. TERMINATION BY LANDLORD. In addition to its termination rights contained elsewhere in this Lease, Landlord shall have the right to terminate this Lease as follows: 15.1. Failure by Tenant to Pay Rent,Fees or Other Charges. If Tenant fails to pay any rent, fees or other charges due under this Lease, Landlord shall deliver to Tenant a written invoice and notice to pay the invoice within ten (10) calendar days. If Tenant fails to pay the balance outstanding within such time, Landlord shall have the right to terminate this Lease immediately. 15.2. Breach or Default by Tenant. If Tenant commits any breach or default, other than Tenant's failure to pay rent, Landlord shall deliver written notice to Tenant specifying the nature of such breach or default. Tenant shall have thirty (30) calendar days following such written notice to cure, adjust or correct the problem to the existing standard. If Tenant, in good faith and after diligent and continuous efforts to remedy the breach, default or failure within such time, believes that it will need additional time to comply, it shall notify Landlord, and, with Tenant's input, Landlord shall determine and provide written notice to Tenant of a reasonable deadline to cure, adjust or correct the problem. If Tenant fails to cure the breach, default or failure within the time period prescribed, Landlord shall have the right to terminate this Lease immediately. 15.3. Saf !Issues. If Landlord determines, in its sole and reasonable discretion, that the Tower is structurally unsound or otherwise not structurally suitable for Tenant's operations, taking into account all factors relating to the condition of the Tower, including,but not limited to, age, wear and tear or damage, or if Landlord determines, in its sole and reasonable discretion, that Tenant's continued use of the Tower constitutes a threat to the public health, safety or welfare,Landlord may terminate this Lease upon written notice to Tenant. 15.4. Tenant's Financial Obligations to Landlord upon Termination for Breach. If Landlord terminates this Lease for any breach or default by Tenant, Tenant shall for the remainder of the unexpired term of this Lease remain liable to Landlord for all arrearages of rentals, fees and charges payable hereunder and for all preceding breaches, 12 defaults or failures. In no event shall a reentry onto or reletting of the Premises by Landlord be construed as an election by Landlord to forfeit any of its rights under this Lease. 15.5. Rights of Landlord Upon Termination or Expiration of Lease. Upon the expiration or lawful termination of this Agreement by either party for any reason, Tenant agrees that it will return the Premises in the same condition as existed at the time this Lease was entered into and all appurtenances and improvements thereon in good order and repair, subject to ordinary wear and tear. Furthermore, upon the expiration or termination of this Lease, all rights,powers and privileges granted to Tenant hereunder shall cease and Tenant shall vacate the Premises. Within thirty (30) calendar days following the effective date of expiration or termination,Tenant, at its sole cost and expense, shall remove from the Premises all Antennae Facilities, equipment and personal property placed on the Premises by Tenant pursuant to this Lease and shall restore the affected area of the Premises to Landlord's reasonable satisfaction. After such time, Landlord shall have the right to take full possession of the Premises,by force if necessary, and to remove any and all parties and property remaining on any part of the Premises. Landlord shall also have the right to take full title to any such Antennae Facilities, equipment or personal property remaining on the Premises. Tenant agrees that it will assert no claim of any kind against Landlord,its agents, servants, employees or representatives which may stem from Landlord's lawful termination of this Lease or, in accordance with its terms, any act incident to Landlord's assertion of its right to terminate. 16. TERMINATION BY TENANT. In addition to any termination rights given to Tenant elsewhere in this Lease, Tenant shall have the right to terminate this Lease as follows: 16.1. Failure to Obtain or Maintain Necessary Licenses or Permits. In the event Tenant is unable to obtain or maintain any license, permit or other governmental approval necessary for the construction and/or operation of the Antennae Facilities or Tenant's communications business, Tenant may terminate this Lease upon thirty(30)days'prior written notice to Landlord. 16.2. Damage to Premises or Owned Premises. In the event the Premises or Owned Premises are damaged by a casualty not caused, in whole or in part, by Tenant, its officers, agents, employees, contractors, subcontractors, licensees or invitees, and such damage materially affects Tenant's communications business, Tenant may terminate this Lease upon thirty (30) days' prior written notice to Landlord. Landlord shall have no obligation to repair any damage to any portion of the Premises or Owned Premises. 13 16.3. Feasibility Period. Tenant may, upon written notice to Landlord, terminate this Lease within sixty (60) days of the Effective Date of the Initial Term if Tenant, in its sole but reasonable discretion, is not satisfied with the title, environmental or structural analysis of the Premises and is unable to utilize the Premises for Tenant's particular purposes. Tenant shall be solely and exclusively responsible for any such title, environmental or structural analyses. Tenant agrees to provide Landlord with a copy of any such analyses upon their completion. 17. CONDEMNA'T'ION. In the event that the Tower is taken by eminent domain, this Lease shall terminate as of the date title vests in the condemning authority. In the event that any other portion of the Premises is taken by eminent domain, either parry may terminate this Lease as of the date title vests in the condemning authority by giving the other party thirty (3 0) days' prior written notice. If the Tower or any other portion of the Premises are taken by eminent domain, Landlord shall receive the full amount of any reward paid for the taking and the full amount of all damages, whether awarded as compensation for diminution in value of the leasehold or to the fee of the Premises. Tenant shall not be entitled to any portion of such reward or damages and hereby waives any claim to any portion of such reward or damages;provided,however,that Tenant shall have the right to claim and recover from the condemning authority, but not from Landlord, compensation that may be separately awarded or recoverable by Tenant on account of any damage Tenant may incur as a result of the condemnation. 18. ASSIGNMENT AND SUBLETTING. 18.1 In General. Tenant shall not assign,sell,convey, sublease or transfer any of its rights,privileges, duties or interests granted by this Lease without the advance written consent of Landlord. Any attempted assignment without prior written consent by Landlord shall be null and void. 18.2. Assignment. If Landlord consents to any assignment, all terms, covenants and agreements set forth in this Lease shall apply equally to the assignee. The failure or refusal of Landlord to approve a requested assignment shall not relieve Tenant of its obligations hereunder, including payment of rentals,fees and charges,under the terms of this Lease. Notwithstanding anything to the contrary in this Lease, upon not less than thirty (30) days' written notice to Landlord, Tenant may assign all or part of the Premises to any parent, subsidiary or affiliated corporation of Tenant. In this event, prior to the effective date of such assignment, the assignee shall enter into a written agreement with Landlord 14 that all terms, covenants and agreements set forth in this Lease shall apply to the assignee, and that the assignee shall be bound fully by the terms and conditions of this Lease the same as if it had originally executed this Lease. Tenant agrees that the assignee's failure to execute such written agreement shall nullify the attempted assignment. 18.3 Subletting. In the event that Tenant requests Landlord's approval to sublease any portion of or all of the Premises, Tenant shall submit to Landlord a copy of the'proposed sublease or a written summary of the material terms and conditions to be contained in the proposed sublease. Tenant shall submit to Landlord a copy of the proposed sublease or a written summary of the material terms and conditions to be contained in the proposed sublease. Tenant agrees that Landlord may refuse to approve a proposed sublease if Landlord has substantially similar space on the Premises that is not leased at the time. If Landlord approves a sublease where the rentals, fees and charges for the subleased premises exceed the rentals, fees and charges payable by Tenant under the terms of this Lease, Tenant shall pay Landlord such excess amount of the rentals, fees and charges; provided, however, that Tenant may deduct its actual administrative costs and expenses in matters therewith, which shall in no event exceed fifteen percent (15%) of the specified sublease rental. Landlord's consent to one sublease shall not be deemed to be a consent by Landlord to any subsequent sublease proposal. 19. LIENS BY TENANT. Tenant acknowledges that it has no authority to engage in any act or to make any contract which may create or be the foundation for any lien upon the property or interest in the property of Landlord. If any such purported lien is created or filed, Tenant, at its sole cost and expense, shall liquidate and discharge the same within thirty(30) days of such creation or filing. Tenant's failure to discharge any such purported lien shall constitute a breach of this Lease and Landlord may terminate this Lease immediately. However, Tenant's financial obligation to Landlord to liquidate. and discharge such lien shall continue in effect following termination of this Lease and until such a time as the lien is discharged. 20. TAXES AND ASSESSMENTS. Tenant agrees to pay any and all federal, state or local taxes or assessments which may lawfully be levied against Tenant due to (i) Tenant's occupancy of the Premises; (ii) Tenant's use of the Premises;or(iii) any improvements or property placed on the Premises by Tenant. 15 21. COMPLIANCE WITH LAWS,ORDINANCES,RULES AND REGULATIONS. Tenant agrees to comply with all federal, state and local laws, and all ordinances, rules and regulations of Landlord. If Landlord notifies Tenant of any violation of such laws, ordinances, rules or regulations, Tenant shall immediately desist from and correct the violation. Tenant covenants and agrees that it shall not engage in any unlawful use of the Premises. Tenant further agrees that it shall not knowingly permit its officers, agents, and employees to engage in any unlawful use of the Premises. Knowingly unlawful use of the Premises by Tenant shall constitute a breach of this Lease and grounds for immediate termination by the City. 22. NON-DISCRIMINATION COVENANT. Tenant, for itself, its personal representatives, successors in interest and assigns, as part of the consideration herein, agrees as a covenant running with the land that no person shall be excluded from participation in or denied the benefits of Tenant's use of the Premises on the basis of race, color, national origin, religion, handicap, sex, sexual orientation or familial status. Tenant further agrees for itself, its personal representatives, successors in interest and assigns that no person shall be excluded from the provision of any services on or in the construction of any improvements or alterations to the Premises on grounds of race, color, national origin, religion, handicap, sex, sexual orientation or familial status. If any claim arises from an alleged violation of this non-discrimination covenant by Tenant, its personal representatives, successors in interest or assigns, Tenant agrees to indemnify Landlord and hold Landlord harmless. 23. LICENSES AND PERMITS. Tenant shall, at its sole expense, obtain and keep in effect all licenses and permits necessary for the installation or operation of its Antennae Facilities,Equipment Shelter,power, any necessary utilities and other business concerns on the Premises. Subject to Landlord's reasonable attorney and administrative fees, Landlord shall cooperate reasonably with Tenant in Tenant's efforts to obtain any federal, state or local licenses and permits required or substantially required by Tenant's use of the Premises. 24. NOTICES. Notices required pursuant to the provisions of this Lease shall be conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3)received by the other party by United States Mail,registered,return receipt requested, addressed as follows: 16 To LANDLORD: For Rent,Fees and Other Charges: For All Other Matters: CITY OF FORT WORTH CITY OF FORT WORTH REVENUE OFFICE ATTN DIRECTOR ISS DEPT PO BOX 976 1000 THROCKMORTON FORT WORTH TX 76101-0976 FORT WORTH TX 76102-6311 Facsimile: (817) 871-8551 To TENANT: SPRINT SPECTRUM LP 1341 W MOCKINGBIRD LN SUITE 600E DALLAS TX 75247 Facsimile: (214)688-5883 25. ACCEPTANCE OF PREMISES. Tenant acknowledges that it has inspected the Premises and Owned Premises and is fully advised of its own rights without reliance upon any representation made by Landlord concerning the condition of the Premises or Owned Premises. Tenant hereby accepts the Premises in the condition existing as of the Effective Date of this Lease. 26. GOVERNMENTAL POWERS. It is understood and agreed that by execution of this Lease, Landlord does not waive or surrender any of its governmental powers. 27. NO WAIVEP, The failure of Landlord or Tenant to insist upon the performance of any term or provision of this Lease or to exercise any right granted herein shall not constitute a waiver of Landlord's or Tenant's right to insist upon appropriate performance or to assert any such right on any future occasion. 17 28. VENUE. Should any action,whether real or asserted, at law or in equity, arise out of the terms of this Lease or by Tenant's operations on the Premises or Owned Premises, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. This Lease shall be construed in accordance with the laws of the State of Texas. 29. ATTORNEYS' FEES. In the event there should be a default under any provision of this Lease and either party should retain attorneys or incur other expenses for the collection of rent, fees or charges, or the enforcement of performance or observance of any covenant, obligation or agreement, the parties agree that the reasonable attorneys' fees and other reasonable expenses so incurred shall be paid to the prevailing party by the other party. 30. SEVERABILITY. If any provision of this Lease is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 31. FORCE MAJEURE. Landlord and Tenant shall exercise their best efforts to meet their respective duties and obligations as set forth in this Lease, but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of omission, fires, strikes, lockouts,national disasters,wars,riots,material or labor restrictions by any governmental authority,transportation problems and/or any other similar causes. 32. HEADINGS NOT CONTROLLING. Headings and titles used in this Lease are for reference purposes only and shall not be deemed a part of this Lease. 33. ENTIRETY OF AGREEMENT. This Lease, including the schedule of exhibits attached hereto and any documents incorporated herein by reference, contains the entire understanding and agreement between Landlord and Tenant, their assigns and successors in interest, as to the matters contained herein. 18 Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Lease. This Lease shall not be amended unless agreed to in writing by both parties and approved by Landlord's City Council. IN WI7:'-M70F, the parties hereto have executed this Lease in multiples this "day of , 1991. CITY OF FORT WORTH: SPRINT SPECTRUM,L.P. BL C) ` �,Q B Y• Y• Charles Boswell Willi K. ctor Assistant City Manager Director of tce Development Central Region ATTEST: ATTEST: B ,� By: City Secretary APPROVED AS TO FORM AND LEGALITY: l 3 Contract Authorization Assistant City Attodi6y Date M&C: L-123/7 :F-25-71 19 SCHEDULE OF EXHBITS COMMUNICATIONS FACILITY LEASE (E)GSTING COMMUNICATIONS TOWER) between THE CITY OF FORT WORTH and SPRINT SPECTRUM,L.P. EXHIBIT DESCRIPTION A Description of Owned Premises B Tenant's Antennae Facilities C Site Plan i STATE OF § COUNTY OF rt,P,LG § BEFORE ME,the undersigned authority, a Notary Public in and for the State of mla,, on this day personally appeared William K Rector, known to me to be the person whose 'name is subscribed to the foregoing instrument, and acknowledged to me that the same was the act of Sprint Spectrum,L.P., and that he executed the same as the act of Sprint Spectrum,L.P., for the purposes and consideration therein expressed and in the capacity therein stated. C-&-- GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of 19-qv SHERRY BUIRL NOTARY PUBLIC State of TOM Comm.Exp.07-M-2 OF 'Notary Pub i in and f the State of_: STATE OF TEXAS § COUNTY OF TARRANT § BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared Charles Boswell, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that the same was the act of the City of Fort Worth and that he executed the same as the act of the City of Fort Worth for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this—day of 19—. Notary Public in and for the State of II I B I A DESCRIPTION OF OWNED PREMISES PLOT PLAN - RADIO COMMUNICATION TOWER AT SOUTH HOLLY WATER PLANT - DATE: 1-31-69 FILE: G-253 SITE PLAN - COMMMUNICATION DIVISION AREA - DATE: 9-12-74 - FILE: U-100 T1 xrxx I IT TENANT'S ANTENNAE FACILITIES TOWER ELEVATION AND SECTION - 350' GUYED TOWER - CITY OF FORT WORTH/ SPRINT PCS - MALOUF ENGINEERING INTERNATIONAL INC. - JOB: 98-141A - - DATE: 09/09/98 SITE CONFIGURATION SHEET - CASCADE ID: DA13XC532 - ENGINEER: NICK NABITY - DATE: 6/10/98 TYR.Hr.+TYPE, 35O' GUYED TOWER SITE NAME, HOLLY LOCATION, PORT WORTH,TEXAS EXIST DEACON ;To /MODEL, ANmm s TUM R Co.-U18:N m ELEV.550' YEAR BUILT. UNKNOWN EXIST 4 ELM DIPOLE ORib.0"16N. El RS 222-UNKNOWN LE6 G ELEV.541' ( EXIST 2 ELM DIPOLE PRESENT ANALYSIS. ¶.)EIA-2222•P-70 NPN 10 16E 550' 1 I PAGE A-0 M".551' I 1 1 EXIST 16 ELM DIPOLE n.EV.540' LE6 A ELEV.551' EXIST 16 ELM DIPOLE TOYER—11 11.CLT MEET EIA LE6 G ELEV.551' ELLry,yy0' ASO'M RD REO AVIN6 N75 TOR D EXIST 6 ELM DIPOLE S'NT. ABOVE WIND LOADING N LE6 8 ELEV.594' . Sao' ELEV.515' ELEV. FACE a ELM DIPOLE PAGE D-0 ELEV.510' 1 yyy��1 ELEV.Slot ELEY.SID• ;T EXIST 5TAR ANT.V Mr. ggj6'1' Ems.9�'r LEO A ELEV.744' EXIST 2 ELM DIPOLE PAGE A-0 ELEV.7115' I 11 EXIST 16 ELM DIPOLE 1 LEO G ELEV.267' ELEV.760' EXIST 6 ELM DIPOLE N 1 LE6 G M".2b1' EXIST 4 ELM DIPOLE ELEV.a1a ELEV.2.10' ELEY.aTO' 1 LE6 G ELEv.260• ELEV.ab6'— 1 EXIST 4'NP 17I5H ELEY.262' LE6 A AZ. 64' IS".21V ELEY.260• EXISTING STABILIZER ARM Ev.210' Q O n ELEV.240' PXI T DO 224 ANT p` LE B A ELEV.750' 'MT .770, EXIST 16 ELM DIPOLE LE6 G ELEV 261y' ggqN \ ELEV.709' ELEV.206''-6' EXIST STAR ANT.S'MT. LE6 D MXV.2 TYP.5EGTION eLev.ZOP ELM 200, EXIST OBLI6HT Q In".241' '�, Ag TOWER X-5EGTION di x �j o N A ELEV.156' ELEV,160 EXIST W HP DISH 1 PAGE D-G AZ.194• 's� N 4. ELEV.110' y ELEV.150' ELEV 150' \\ LL LE6 A ELEV,NO' EXIST.S'STABILIZER ELEV,150' �. EXIST 0DL16HT 'Q ELEY.121' 'j' LE6 G LE6 D Ems,12' .._.__...._ �, PROP.(6)DAPA 56710 ANTS. (5)LP MTS. HEW 7X LIIU'S .a TO BE yOfi SHIELDEP ELEV.965'-LE6 A.D I G ELEY.100• ' a. ¢7 mxX,bo' Sys y �-ir ELEY,60 7 E_ €LWL 44 p"6n NiT� m �v �6• P-��,.1v0 F: N ELEY.all FIXED BASE ELEV.o' L 150'-0• _ ELEVATION s SCALE, 1'•75' „OO Pyl o REY1910N9 DNAMN DY:RS TOWER ELEVATION 4 SECTION MALOUF ENGINEERING INTO,INC. 1 z E3S0' GUY�17 TOW1=R ' ® 275 W.CAi1PAEll AD.SUIX 611 � a D aaL DDDtNSUr, IElUS 7`,A0�-3519 � ENG'D.DYiRS p CITY OF FORT WORTH /SPRINT P65 ra 9n-)A3 7513 r�L 9n-� APP'D.BY:MM FORT WORTH,TX DALLAS,TX STRUC NflAL CONSULTANTS 08/27/98 00:09 FAX 2148284970 HARR INVESTMENTS X102 SITE CONFIGURATION SHEET D M MTA Cascade ID: DA13XC532 Opdolt: i RF Englneer, Nleu N30W Addrns: 151511th Ave_Fl.WoO.Tx 76102 Latttude: 32 44 39.72N Longitude: 97 20 27.38W Morohomoy Desolation(done u-n,urban,suburoan.Waal,nlglwvay): __Urban ExtstIng or Raw Laos �dng Structure Type(roof top,monopole,sell support,guyed,water tank,other): Self SUppott Nan!Nandort She? No Site Conflguralw Data Alpha Beta Gamma Argenna Index(rder to Lookup Table)(1-21 22 22 22 Amarna Mode! 56210 56210 58210 AUTM Qnw Norm) 0 120 240 Antenna Gain 5 15.6 15.6 15.6 SeamrArusroa Height(Feat above AGU 90.5 90.5 96.5 Sector k tanna Height tar) 30.0 30.0 20.0 Elwelcai Dove Till -2) (-Z) Meow"Down To 2.0 0.0 2.0 Rx Antenna Diversity Spacing RcVd 6-0 6,0 6.0 Ma nwm Allowable Total Cable Lou 4.6 1 4.6 1 4.6 TranurnWon Lino Oats Feed Una Cable Aipha Beta Gamrna Cable indar (1 `01 2 2 2 Cable Type 718'Foam 719'Foam 710-Foam Length(n) 118.5 116.5 11 8.5 Canneaor Loss de 0.2 02 0.2 Coble Loss(d8) I 2534 2534 2.534 Top Jumper Alpha Beta Gamma Cable Won 7 1 i Cable T 1rZ Foam F4• 1R'Fame(LOF4.60) 1I2'Foam LOF4 S0 L"010) 0.0 0-0 0.0 Connector Loan(da) 0.0 0.0 0.0 Cable ion 418 0.000 0.000 0.000 Bottom Jumper Beta Garton Cable index 1 1 1 Cable Type IW Foam"F4-50) VY Foam fLDF4-50) ill'Foam 4.50 Ler-O(11) 6.0 CO 6.0 Connector Lose(08) 0.1 0.1 0.1 Coble toss(dB) 0.307 1 0.307 1 0.301 Told Cable Lose d8 2.041 2.641 2.041 SIGNATURES: IF Engnear: A �'--) Date: 8110/98 9:31 AM IT C SITE PLAN SITE PLAN - SPRINT PCS SITE #532 - DATE: 9/13/98 09/18/98 23:07 FAX 2148284970 MARR INVESTMENTS 19102 SEP-13-99 07 :39 PM JRH ARCHITeCTS 760 2454 P. O1 9,4r,esTiNC, aMWT*f Po 3•a'' - Q s r 9:K4 VT 1 H cv . 1 rXPP-15 R-90112HE164 10IATFO KM 1,57 1 r4 tj -VtJ I LX I�46t I Te.. r LoAr o!t SPRiWT° PCs SITE #532 City ®f Fort Worth, Texas IyDavor and Council Communication DATE REFERENCE NUMBER LOG NAME 04SPRINT � 1A11 I of 1 8/25/98 **L-12317 I SUBJECT LEASE AGREEMENT BETWEEN THE CITY OF FORT WORTH AND SPRINT SPECTRUM, L.P. FOR SPACE ON CITY COMMUNICATIONS TOWER, HOLLY SITE RECOMMENDATION: It is recommended that the City Council: 1. Authorize the City Manager to execute a lease agreement with Sprint Spectrum, L.P. for the use of a City communications tower, Holly site, to install Personal Communications Systems communications equipment; and 2. Authorize the lease agreement to begin on September 1, 1998 and end August 31, 2003 with the option to renew for two (2) additional five-year terms through 2013. DISCUSSION: In the spirit of public enterprise, a lease has been negotiated with Sprint Spectrum, L.P. to install Personal Communications Systems (PCS) equipment at the Holly Communications Tower. This is an existing structure owned and maintained by the City. Any modifications required to the tower will be at the sole expense of Sprint Spectrum, L.P. The City will not bear any costs in providing this lease space to Sprint Spectrum, L.P. The annual payments made by Sprint Spectrum, L.P. under this lease agreement will be $18,000. The revenue generated from this lease will be deposited into the Information Systems Fund and will be used to operate the Information Systems and Services Department. Sprint Spectrum, L.P. is considering the rental of additional sites at the present time. FISCAL INFORMATION/CERTIFICATION: The Revenue Office of the Finance Department will be responsible for the collection and depositing of revenue from this contract. CB:k Submitted for City Manager's FUND ACCOUNT CENTER AMOUNT CITY SECRETARY Office by: (to) Charles Boswell 8511 P168 442001 0046001 $18,000.00 APPROVED Originating Department Head: CITY COUNCL Michael DiPaolo 8450 (from) AUG 25 1998 Additional Information Contact: le of ft"s 8450 C i'oyf'Tccrrlelt%�� a3l Michael DiPaolo city Ten