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Communications Tower ~ GROUND LEASE AGREEMENT This Ground Lease Agreement ("Lease") is entered into by and between City of Salina, Kansas ("Landlord") and Centerpointe Towers, L.L.c., a Texas limited liability company ("Tenant"). Recitals A. Tenant desires to construct a self-supporting lattice communications tower no more than 220 feet high (the "Tower") for the purpose of its use by Tenant's customers. B. Landlord is the owner of a certain tract or parcel of land situated in Saline County, Salina, Kansas, more fully described on Exhibit "A" attached hereto and made a part hereof (the "Landlord's Property") which is located in an area and elevation well suited to serve the public interest in enhanced communications services. C. Landlord wishes to lease to Tenant and Tenant wishes to lease from Landlord the Premises (defined below in Section 1), in accordance with the terms and conditions hereinafter set forth. LEASE 1. Premises and Term. In consideration of the obligation of Tenant to pay rent as hereinafter provided and in consideration of the other terms, provisions and covenants hereof, and pursuant to the terms hereof, Landlord leases to Tenant and Tenant hereby leases from Landlord, that certain tract or parcel of land situated in Saline County, Kansas, all as more fully described in Exhibit "B" attached hereto and made a part hereof, together with (i) all rights, privileges, easements, and appurtenances belonging or in any way pertaining thereto, (ii) the nonexclusive right for ingress and egress, 7 days a week, 24 hours a day, to and from the above described property over Landlord's Property to the nearest public street (via the concrete access road to be constructed by Tenant as required in paragraph 22 below), as may be shown on the survey to be obtained pursuant to this Section as Exhibit "C", and (iii) any other rights or real property needed for continuous utility service, and use by Tenant of the above described property (the "Premises"), TO HAVE AND TO HOLD the same for an initial term of five (5) years (the "Primary Term") commencing, December 15,2001. Landlord acknowledges and agrees that Tenant shall have the right to survey the Premises, and said survey shall then become Exhibit "C" to this Lease and shall control in the event of discrepancies between it and Exhibit "B". 2. Renewal Ootion. Landlord hereby grants to Tenant the right and option to extend the term of this Lease for five (5) renewal terms of five (5) years each (a "Renewal Term"), to begin upon the expiration of the prior term. All of the terms, provisions and covenants of this Lease shall apply to each Renewal Term. Tenant shall exercise each such option by issuing to ... Landlord written notice of its election to renew no later than thirty (30) days prior to the expiration of the then current term. The word "term" shall refer to and include the Primary Term and any Renewal Term so exercised by Tenant. 3. Rent. (a) Base Rent and CPI Adjustment. Commencing March 1, 2002, and on or before the first day of each succeeding calendar month during the Primary Term and any Renewal Term, Tenant shall pay rent to Landlord in advance at the rate according to the following table (subject to CPI adjustments), based upon occupancy of the Premises by Tenant's wireless Telecommunications customers (a "Customer"): No. of Customers Rent/month 0-1 Customers 2 Customers 3 Customers 4 Customers 5 Customers $ 500.00 $1000.00 $1200.00 $1400.00 $1600.00 (i) Increases based on the foregoing table shall commence beginning first full month of additional Customer occupancy. (ii) If a Customer vacates the Tower, the monthly rental shall return to an amount as if that Customer had never occupied space on the tower. The rental rates provided for in the payment table above shall be increased, each anniversary date (December 15) by the same percentage as the percentage of change in the U. S. Government Consumer Price Index (C.P.I.) from the previous anniversary date. The C.P.I. shall be the statistical report prepared and published by the Bureau of Labor Statistics for the United States, for All Urban Consumers, or such other index or report substituted therefor by the U.S. Government. The difference between such index nearest to the prior anniversary date and the latest available index to the current anniversary date divided by such index nearest to the prior anniversary date will determine the percentage of change, subject to a minimum annual increase oftwo percent (2%) and a maximum annual increase of six percent (6%). (b) Payment of Rent. All payments of rent shall be made to Landlord at the address specified in Section 19 of this Lease, or to such other party or at such other address as may be designated by Landlord by written notice delivered to Tenant at least thirty (30) days prior to the next ensuing rental payment date. (c) Late Charge. If the rent due hereunder is not received by the Landlord within five (5) days of due date, a late charge of one and one-half percent (1.5%) of the amount due or Twenty-five Dollars ($25), whichever is greater, will be assessed against the Tenant. Failure to pay the rent and the late charge within twenty (20) days (after written notice to Tenant) shall be grounds for termination of this Lease. 573442.2 11/26/01 -2- 4. Payment of Property Taxes. Tenant agrees to pay all real and personal property taxes that may be levied upon the Premises or any improvements, fixtures, or personal property located thereon. Upon the Landlord's receipt of a statement for property taxes, the Landlord will invoice the Tenant for direct payment to the Saline County Treasurer. Failure to pay any such real or personal property taxes shall for purposes of this Lease be the equivalent of a failure to pay rent due. As owner of the Premises, Landlord authorizes Tenant to contest or challenge, whether in a legal or administrative proceeding or other venue, on behalf of Landlord and/or Tenant, any real or personal property or use and occupancy tax assessments that may affect Lessee. Tenant shall have the right to take such action regarding payment of any such tax as is permitted by law, so long as no such action or failure to take action would result in a lien or foreclosure against the Premises. 5. Use. (a) The Premises are leased for the purposes of erecting, installing, operating, maintaining and upgrading the Tower, related buildings, utility lines, equipment and related facilities and improvements, in accordance with all applicable federal, state, and local law. At all times during the term of this Lease, Tenant and its customers shall have free access to the Premises seven (7) days a week, twenty-four (24) hours a day, for these purposes via the concrete access road to be constructed by Tenant as required in paragraph 22 below. If, at any time, Tenant is denied access, for any reason whatsoever, and such denial of access continues for two (2) consecutive days, Tenant shall have the right, in addition to other rights and remedies available to Tenant at law or in equity, to cancel and terminate this Lease. (b) Tenant shall have the right to sublease or grant licenses to use all or any portion of the Premises, including the Tower or any structure or equipment on the Premises, but no such sublease or license shall relieve or release Tenant from its obligations under this Lease. (c) If, at any time during the term of this Lease, the Federal Aviation Administration, Federal Communications Commission, or other federal, state or governmental agency changes its regulations and requirements so that Tenant may no longer use the Premises for the purposes originally intended, Tenant shall have the right to cancel and terminate this Lease upon written notice to Lessor and payment of one month's rent. (d) If, at any time during the term of this Lease, Landlord decides to subdivide, sell, change the status of the zoning of, or impose any encumbrances or restriction on, the Premises or the other real property owned by Landlord contiguous to, surrounding, or in the vicinity of the Premises (a "Change"), Landlord must immediately notify Tenant of any such Change and such Changes shall be subject to Tenant's rights under this Lease. Landlord shall not initiate or consent to any Change that would prevent or limit Tenant from using the Premises for the uses intended by Tenant as set forth in this Lease. (e) This Lease is contingent upon Tenant obtaining and thereafter maintaining all consents, certificates, permits, licenses and other approvals ("Approvals") that may be required by any governmental or quasi-governmental authorities to enable Tenant to use the Premises for 573441.211.26'01 -3- the purposes set forth in this Lease. Landlord shall cooperate with Tenant in its effort to obtain such Approvals. Tenant will perform all other acts and bear all expenses associated with any zoning or other procedure necessary to obtain any Approval for the Premises that is deemed necessary and commercially reasonable by Tenant in its sole discretion. Landlord agrees to cooperate with Tenant and to execute any applications, consents or other documents (including issuance of Approvals required by the City of Salina, Kansas) as reasonably necessary for Tenant to apply for, obtain and maintain such Approvals or use of the Premises as a communications tower site. If all such approvals are not obtained by Tenant within one year from the date hereof, Tenant shall thereafter have the right to terminate this Lease. (t) Without limiting Landlord's obligations during the term of the Lease, Landlord shall cooperate with Tenant and permit Tenant access and use of the Premises to conduct such surveys, physical inspections, environmental reports and inspections, subsurface boring tests and other activities of similar nature, as Tenant may deem necessary, at the sole cost of Ten ant. 6. Co-Location - City Use. Tenant agrees to allow for the location of two public safety and one City of Salina communication antennas on the Tower, along with any related buildings and equipment, without rental or licensing charge and without causing any increase in rent under the terms of the table set forth in Section 3 above. In addition, and without limiting the foregoing, the City of Salina shall enter into a standard form customer agreement with Tenant with respect to its antennas and shall pay for its utilities. 7. Utility Services. Tenant shall pay all charges incurred for the use by Tenant of utility services at the Premises including, without limitation, gas, electricity, water, sewer and telephone. Landlord shall cooperate with Tenant in Tenant's effort to obtain utility services along the access right-of-way to the Premises by signing such documents or easements as may be required by Tenant's utility service provider. Tenant shall bear the costs of any additional installations to provide utilities. 8. Insurance. (a) Tenant shall insure against property damage and bodily injury arising by reason of occurrences on or about the Premises in the amount of not less than $5,000,000. (b) The insurance coverage provided for herein may be maintained pursuant to master policies of insurance covering other tower locations of Tenant and its related business entities. All insurance policies required to be maintained by Tenant hereunder shall be with responsible insurance companies, authorized to do business in the state where the Premises are located if required by law, shall name Landlord as an additional insured and shall provide for cancellation only upon thirty (30) days prior written notice to Landlord. Tenant shall evidence such insurance coverage by delivering to Landlord, if requested, certificates and applicable endorsements issued by the insurance companies underwriting such risks. 9. Equipment, Fixtures and Signs. Tenant shall have the right to erect, install, maintain and operate on the Premises the Tower, related equipment, improvements, buildings, fixtures, signs and other personal property (collectively, the "Personalty") as Tenant may deem necessary or appropriate, and to allow its customers to do any of the foregoing. Such Personalty, when 573442.2 11'26;01 -4- located on the Premises and even if installed on or attached to the Premises, shall not be deemed to be part of the Premises, but shall be separately owned by Tenant and/or its customers, as the case may be. At any time during the term of this Lease, Tenant and its customers shall have the right to remove the Personalty from the Premises. Landlord shall provide Tenant with a written declaration stating that Landlord does not have an ownership interest in all Personalty located on the Premises and that same are owned by Tenant or its customers, as the case may be, within fifteen (15) days after receipt of a written request therefor from Tenant. 10. Repairs. Tenant shall, at all times during the term of this Lease and at Tenant's sole cost and expense, keep the Tower and its facilities and equipment located on or about the Premises and every part thereof in good condition and repair, reasonable wear and tear excepted, including making replacements when necessary. In addition to Landlord's remedies in the event of a default, if Tenant fails to promptly make any repairs that are necessary to remedy a dangerous condition on Landlord's Property caused by Tenant, its agents, employees, customers or contractors. Landlord shall give Tenant written notice of its intention to make such repairs and the date on which such repairs shall commence. Tenant shall be responsible for the cost of such repairs. 11. Upon Termination. Without limiting any rights of the parties in equity or at law, upon termination of this Lease for any reason Tenant shall remove the Personalty from the Premises within sixty (60) days after the date of termination. If Tenant fails to remove all of the Personalty from the Premises in the time allowed, Landlord may remove any remaining Personalty from the Premises and any related cost shall be the responsibility of Tenant. Upon such termination, Tenant's obligation to pay rent shall cease as of the termination date, while all other duties and obligations of the parties under this Lease shall remain in effect until: (a) Tenant removes the Personalty from the Premises and Landlord provides its written approval of such removal, which written approval shall not be unreasonably witWleld, or (b) Landlord removes the Personalty from the Premises after expiration of the time allowed for Tenant to satisfactorily complete such removal and Tenant either pays directly or reimburses Landlord for all related costs, or (c) Landlord releases Tenant from its responsibility to remove part or all of the Personalty from the Premises on the basis of an agreement between Landlord and Tenant regarding the Personalty which is deemed by Landlord to be in the public interest; at which time the duties and obligations of parties under this Lease shall terminate with the exception, however, of the Liability and Indemnification provisions set forth in Section 13 of this Lease, which shall survive the termination of the Lease. 12. Condemnation. (a) If all of the Premises (or if less than all, but Tenant reasonably determines that the remaining portion cannot be operated as a tower site) shall be acquired by the right of condemnation or eminent domain for any public or quasi-public use or purpose, or transferred to a condemning authority under threat of condemnation, then the term of this Lease shall cease and 573442.2 11.26,0 I -5- terminate as of the date of title vesting in such proceeding (or sale) and all rentals shall be paid or refunded to that date, as the case may be. (b) In the event of a partial taking or condemnation of less than a substantial portion of the Premises and Tenant determines that the remaining portion can be operated as a communications tower site, this Lease shall continue in full force and effect, but with an equitable reduction or abatement of rent. (c) In the event of any condemnation, taking or sale, whether whole or partial, Landlord and Tenant shall each be entitled to receive and retain such separate awards and portions of lump sum awards as may be allocated to their respective interests in any condemnation proceedings, or as may be otherwise agreed. Termination of this Lease shall not affect the right of the parties to such awards. 13. Liability and Indemnification. Landlord and Tenant each indemnify, defend, and hold the other harmless from any and all claims, actions, damages, obligations, liabilities, liens and expense (including reasonable attorneys' fees, costs and disbursements) which arise out of (a) the breach of this Lease by the indemnifying party; and (b) the use and or occupancy of the Premises or the balance of the Landlord's Property by such indemnifying party, including, without limitation, Landlord's indemnification of Tenant in relation to the oil well and storage tank battery operating on Landlord's Property. This indemnity shall not apply to any claims, actions, damages, obligations, liabilities, liens, and expense arising from any negligent or willful misconduct of the indemnified party and shall survive the termination of this Lease. 14. Assignment. Tenant shall not assign this Lease at any time without the prior written consent of Landlord, which consent shall not be unreasonably withheld, provided that, after receipt by Landlord of a written notice from Tenant, Tenant shall have the right to assign or transfer its rights under this Lease, to any person or business entity which is a parent, subsidiary or affiliate of Tenant, controls or is controlled by or under common control with Tenant, is merged or consolidated with Tenant or purchases more than fifty percent (50%) ownership interest in or assets of Tenant with respect to the Basic Trading Area in which the Premises is located. Upon any permitted assignment, so long as Tenant's assignee has delivered to Landlord a written commitment that it has assumed all of Tenant's obligations under this Lease, Tenant shall be relieved of all future obligations under this Lease. 15. Default. (a) Each of the following events shall be an "Event of Default" under this Lease: (1) If Tenant fails to pay any installment of rent as and when due and does not cure such default within ten (10) days after written notice thereof is given by Landlord to Tenant; (2) If Tenant fails to comply with any term, provision or covenant of this Lease, other than the payment of rent, and does not cure such failure within twenty (20) days after written notice thereof is given by Landlord to Tenant (provided that if such default cannot reasonably be cured within twenty (20) days, then Tenant shall have an additional reasonable period of time within which to cure such default); 573442.2 112601 -6- (3) If Tenant is adjudged bankrupt or insolvent, make a transfer in fraud of creditors, or make an assignment for the benefit of creditors and such judgment continues undischarged and un stayed for a period of ninety (90) days; (4) If Tenant institutes voluntary bankruptcy proceedings or consents to the filing of a bankruptcy proceeding against it or files a petition or answers or consents to a petition seeking reorganization or liquidation under any bankruptcy or similar law; or (5) If receiver or trustee is appointed for all or substantially all of the assets of Tenant and such appointment continues in effect un stayed for a period of ninety (90) days. (b) Upon the occurrence and during the continuation of any Event of Default Landlord shall have the option to pursue anyone or more of the following remedies without any notice or demand whatsoever: (1) Terminate this Lease, in which event Tenant shall remove the Personalty within sixty (60) days and shall immediately thereafter surrender the Premises to Landlord, and if Tenant fails so to do, Landlord may, without prejudice to any other remedy which it may have for possession or arrearages in rent, enter upon and take possession of the Premises and expel or remove Tenant by force if necessary, without being liable to prosecution or for any claim for damages; (2) Enter upon the Premises, without being liable to prosecution or for any claim for damages, and do whatever Tenant is obligated to do under the terms of this Lease; and Tenant agrees to reimburse Landlord on demand for the costs which Landlord may incur in thus effecting compliance with Tenant's obligations hereunder. Pursuit of any of the foregoing remedies shall not preclude pursuit of any of the other remedies herein provided or any other remedies provided by law, nor shall pursuit of any remedy herein provided constitute a forfeiture or waiver of any rent due to Landlord hereunder or of any damage accruing to Landlord by reason of the violation of any of the terms, provisions and covenants herein contained. Forbearance by Landlord to enforce one or more of the remedies herein provided upon the occurrence of an Event of Default shall not be deemed or construed to constitute a waiver of such remedy. 16. Right ofInspection. Upon reasonable advance notice to Tenant, Landlord and its agents and representatives shall be entitled to enter upon and inspect the Premises at any time during normal business hours, provided only that such inspection shall not unreasonably interfere with Tenant's business. Tenant (or its designated representative) shall have the right to accompany Landlord, its agents and representatives during any such inspection. 17. Warranty of Title and Quiet Enioyment. (a) Landlord represents and warrants that it is the owner in fee simple of the Premises, and that it alone has full right, power, and authority to lease the Premises for the term set out herein. Landlord further warrants that there are no contracts, mortgages, liens, judgments or other encumbrances on the title to the Premises that would prevent Tenant from using or possessing the Premises under all the terms and conditions set forth in this Lease or that would, 573442.2 11/26"01 -7- upon foreclosure or execution, cause or permit a third party to terminate this Lease. Tenant, on paying the rent and performing its obligations hereunder, shall peaceably and quietly hold and enjoy the Premises for the term of this Lease, including any Renewal Terms, without any hindrance, molestation or ejection by Landlord, its successors or assigns, or those claiming through them. Without limiting the foregoing, Landlord shall indemnify and hold harmless Tenant from any defects in title or loss of possession or other damages arising out of or in connection with breach of Landlord's representations and warranties contained in this Lease. Landlord shall answer and defend any action covered by the scope of this indemnity, which shall include court costs and reasonable attorneys' fees. Landlord agrees that it will cooperate with Tenant in executing under and/or delivering any curative documents, consents or ratifications with respect to this Lease as reasonably requested by Tenant and as may be required to insure leasehold title to the Premises in favor of Tenant. (b) Landlord represents and warrants that the Landlord's Property and the Premises are in compliance with any and all applicable federal, state or local statutes, ordinances, bylaws, codes, administrative orders, rules or regulations relating to or concerning hazardous, toxic or dangerous waste, substance or material, including, without limitation, the Resource Conservation and Recovery Act, as amended, the Comprehensive Environmental Response, Compensation and Liability Act, as amended, and the National Environmental Protection Agency requirements (collectively, "Environmental Laws"). Landlord further represents and warrants that the Landlord's Property and the Premises, the easements and the improvements thereon are free of contaminants, oils, asbestos, PCB's, hazardous substances or wastes as defined by any Environmental Law or other materials the removal of which is required or the maintenance of which is prohibited, regulated or penalized by any federal, state or local government authority ("Hazardous Materials"). This Lease shall at the option of Tenant terminate, be void and be of no further force or effect if Hazardous Materials are discovered to exist on the Premises through no fault of Ten ant after Tenant takes possession of the Premises and Tenant shall be entitled to a refund of all the consideration given Landlord under this Lease. (c) During the term of this Lease, Landlord covenants and agrees that it will not grant, create, or suffer any claim, lien, encumbrance, easement, restriction, or other charge or exception to title to the Premises without the prior written consent of Ten ant. (d) At any time and from time to time but within ten (10) days after written request by Tenant, Landlord will execute, acknowledge and deliver to Tenant an estoppel certificate certifying (a) that this Lease is valid, unmodified and in full force and effect or, if there have been modifications, that this Lease is in full force and effect, as modified, and stating the date and nature of each modification, (b) the date, if any, to which rent and other sums payable under this Lease have been paid, (c) that no notice has been received by Landlord of any default which has not been cured, except as to defaults specified in the certificate, (d) that Tenant is not in default of the terms hereof, or if Tenant is in default, the nature of said default, and (e) such other matters as may be reasonably requested by Tenant, or any lender of Tenant, including such matters as are set forth in Section 19 hereof. 573442.2 112601 -8- 18. Collateral Assignment of Lease (a) Landlord consents to the granting by Tenant of a priority lien and security interest in Tenant's interest in this Lease, all of Tenant's personal property and fixtures attached to the real property described herein, and all subleases and licenses thereof to Tenant's customers (the "Collateral"), and furthermore consents to the exercise by Tenant's lienholder of its rights of foreclosure with respect to its lien and security interest. Landlord agrees to recognize Tenant's lienholder as Tenant hereunder upon any such exercise by Tenant's lienholder of its rights of foreclosure. Upon written request by Tenant, Landlord agrees to copy Tenant's lienholder (in accordance with the information provided in Tenant's request) on any written notice of breach or default by Tenant of the terms of this Lease. (b) Landlord hereby (a) releases any lien or security interest which it may have which arises by law or pursuant to this Lease in the Collateral, and (b) furthermore agrees that upon an event of default under the loan documents between Tenant and a lienholder or this Lease, Tenant's lienholder shall be fully entitled to exercise its rights against the Collateral prior to the exercise by the Landlord of any rights which it may have therein, including, but not limited to, entry upon the Premises and removal of the Collateral free and clear of any Landlord's lien and security interest. (c) Landlord acknowledges that nothing contained herein shall be deemed or construed to obligate the Tenant's lienholder to take any action hereunder, or to perform or discharge any obligation, duty or liability of Tenant under this Lease. 19. Notices and Payments. Any notice, document or payment required or permitted to be delivered or remitted hereunder or by law shall be deemed to be delivered or remitted, whether actually received or not, three (3) business days after deposit in the United States mail, postage prepaid, certified or registered, return receipt requested, or one (1) day after deposit in overnight mail with any nationally recognized overnight courier service, in either case addressed to the parties hereto at the respective addresses set out below, or at such other address as they shall have theretofore specified by written notice delivered in accordance herewith: LANDLORD: City Clerk City of Salina, Kansas City-County Building 300 West Ash Street Salina, KS 67402-0736 785.309.5701 (phone) 785.309.571 I (fax) 573442.2 II '260 I -9- TENANT: Centerpointe Towers, L.L.C. 21 06 West Pioneer Parkway Sui te 13 I Arlington, TX. 76013 Attention: Property Manager 817.277.681 I (phone) 817.277.6768(fax) 20. Force Maieure. The time for performance by Landlord or Tenant of any term, provision, or covenant of this Lease shall be deemed extended by time lost due to delays resulting from acts of God, strikes, civil riots, floods, material or labor restrictions by governmental authority, and any other cause not within the control of Landlord or Tenant, as the case may be. 21. Recording. This Lease or a short-form memorandum of this Lease, setting forth the term hereof, the renewal option, and such other provisions hereof as Landlord or Tenant shall reasonably deem to be pertinent, which Landlord or Tenant, promptly upon request of the other party, shall execute, acknowledge and deliver to the requesting party in recordable form, may be recorded at Landlord's or Tenant's option. The requesting party agrees to provide the other party with an executed duplicate of such short-form memorandum upon written request. 22. Premises Improvements. Tenant shall be responsible for the following: (a) Security fence. Security for the Premises shall be provided by an eight foot (8') chain link fence. Any gates in the fence shall remained locked except for ingress and egress by persons authorized to perform work on the Premises. No barbed wire shall be permitted. (b) Surfacing. The Premises shall be surfaced with gravel, ag lime or some other all weather material to allow for vehicular access and to discourage weed growth. ( c) Building color. The exterior of all buildings constructed on the Premises shall be white in color. (d) Landscaping. Tenant shall provide a landscape plan for a visual buffer around the perimeter of the Premises, subject to approval by the Landlord prior to the issuance of a building permit for the Tower. All plantings called for in the landscape plan must be made before April 15, 2002. Following the complete installation of the landscape plan by Tenant and approval upon inspection by the Landlord, the Landlord shall assume responsibility for ongoing maintenance of the landscaping. (e) Access road. Simultaneous with construction of the Tower, Tenant shall construct a concrete access roadway in the access easement between the Premises and the existing concrete paving as depicted on Exhibit B. The concrete roadway shall be 24 feet in width and shall be constructed in accordance with the private street standards for the City of Salina. The concrete roadway shall be constructed in such a manner as will maintain positive drainage in the vicinity of the roadway, including any necessary surface grading and/or the installation of a culvert. 57344"." 11 "601 -10- 23. Miscellaneous. (a) The captions used in this Lease are for convenience only and shall not be deemed to amplify, modify, or limit the provisions hereof. (b) Words of any gender used in this Lease shall be construed to include any other gender, and words in the singular shall include the plural and vice versa, unless the context otherwise requires. (c) This Lease shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and assigns. (d) This Lease (including the Recitals) and every Exhibit or Addendum attached hereto and incorporated in full by reference contain the entire agreement of the parties hereto with respect to the subject matter hereof and can be altered, amended or modified only by written instrument executed by all such parties. (e) This Lease may be executed in any number of separate counterparts, all of which counterparts taken together shall constitute the entirety of this Lease. (b) This Lease shall be governed by and construed in accordance with the laws of the state of in which the Premises are located, without regard to conflict of laws. (c) This Lease shall be effective as of the date oflast execution by all parties hereto. IN WITNESS WHEREOF, the parties hereto have duly executed this Lease to be effective as ofthe latest date shown below. LANDLORD: City of Salina, Kansas ATTEST: Lieu Ann Nicola, City Clerk Date: / ~ -/~ -{J I /" WITNESS: lJdaRJlx~ 573442.2 11'26.0 I -11- ACKNOWLEDGEMENT STATE OF TEXAS COUNTY OF Tarrant fSp foregoing instrument was acknowledged before me this 3 (?L day of Cfm YiP/ ,2001 by KC Wright ofCenterpointe Towers, LLC a Texas corporation, on behalf of the corporation. He is personally known to me or has produced Texas Drivers License as identification. ;}a~~ Pa~_ ~ NOTARY PUBLIC' (Seal or Stamp) My commission expires: June 17,2003 573442.2 II, 26;0 I -12- ACKNOWLEDGEMENT (Landlord) CITY OF SALINA, KANSAS ATTEST: ~~7&-~ Lieu Ann Nicola, City Clerk STATE OF KANSAS, SALINE COUNTY, ss: BE IT REMEMBERED, that on this d~ day of /)pcr-mtr, 20Qj, before me, the undersigned, a notary public in and for the county and state aforesaid, came Kristin M. Seaton, Mayor of the City of Salina, Kansas, and Lieu Ann Nicola, City Clerk, who are personally known to me to be the same persons who executed as such officers the within instrument of writing on behalf of the City of Salina, Kansas, and such persons duly acknowledged the execution of the same to be the act and deed of said City. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal the day and year last above written. ';ZIk .... BARBARAR. WEBER NOI'ARrPlBl: 8TAlEOF . . ~__ ~-o3 Notary Public EXHIBIT "A" LANDLORD'S PROPERTY [Attach legal description of entire tract owned by Landlord] EXHIBIT "B" PREMISES [Attach plat or legal description of area to be leased] EXHIBIT "e" SURVEY [TO BE OBTAINED BY TENANT] 573442.2 11,26,01 -16- / PPf / ! :t / "- 0 / :J :::' / ff / .., ~ J: "- 0 0: '-, '" Cl <;> tv ..... '" '" '- '" ...,ei g~ I/l ~ ~ x-X-Xl I ~X-X~ Bonin? COf}6 : R[TE PAVING ----- f. _ . I, ,,9 I 'v Pro. os,d ACCt!ss /. .6 .!! g ,9' ; \ z r'-'~~/. " ~~. .~~ . ~~~ '\ \ \- Baseball F/e/d .. g: --- Pro oS6d (J1tI,., D's~mt!nl J .........-..,.. - "'<o;~~ "-... 17r- 1/2- I.P Fnd. 20 21 al HE Ca' af 5<<. 20 I I IN SITE SURVEY OF A PROPOSED 100' X 100' LEASE SITE A PART OF THE W/2-NE/4 & E/2-NW/4 OF. ~ECTION 20, T14S-R2W, SALINE COUNTY, KANSAS PROPERTY DESCRIPTION PER PREVIOUSLY RECORDED LEGAl The West One Half (W/Z) of the Northeast Quarter (NE/4) and the East One Half (E/Z) of the Northwest Quarter (NW/4) of Section Twenty (ZO), Township Fourteen (14) South, Range Two (Z) West. Saline County, Kansas, recorded in Book 89, Page 31 E PROPOSED SlTlE L'r1NG IN A PART Of' THE THE W/2-NE/4 ct E/2-NW/4 Of' SECTION 20. TI4S-R2W SAUNE COUNTY, KANSAS 1 PROPOSED LEASE SITE DESCRIPTION: Commencing at l/Z" Iron Pin found at the Northeast corner of Section ZO, Township 14 South, Range 2 West, Saline County, Kansas, Thence S 89'28'13" W along the North Section Line a distance of 1468.85 feet, Thence S 00'31'47" E perpendicular to the North Section Line 0 distance of 1740.45 feet to the POINT OF BEGIW:ING: Thence S 00'10'54" Wa distance of 100.00 feet to a I/Z" Iron Pin set for corner, Thence N 89'49'06" W a distance of 100.00 feet to a l/Z" Iron Pin set for corner, Thence N 00'10'54" E a distance of 100.00 feet to 0 1/Z" Iron Pin set for corner,_ Thence S 89'49'06" E 0 distance of 100.00 feet to the POINT OF BEGINNING. Containing an area of 10,000 square feet or 0.Z29 acres, more or less. PROPOSED 10' UTILITY EASEMENT: An easement for utility purposes crossing a part of the West One Half (W/2) of the Northeast Quarter (NE/4) of the East One Half (E/2) of the Northwest Quarter of Section Twenty (20), Township Fourteen (14) South, Range Two (2) West, Saline County, Kansas said easement being 10 feet in width 5 feet of either side of the following described centerline: Commencing at 1/2" Iron Pin found at the Northeast corner of Section 20, Township 14 South, Range 2 West, Saline Coun ty, Kansas, Thence S 89'28'13" W alang the North Section Line a distance of 1468.85 feet, Thence S 00'31'4-7" E perpendicular to the North Section Line a distance of 1740,45 feet, Thence S 00'10'54" W along the East line Tower Site of 0 distance of 95.00 to the POINT OF BEGINNING; Thence S 85'06'20" E a distance of 146.26 feet ta on Existing Power Pole. PROPOSED ACCESS EASEMEN~ Centerpointe Towers, LLC; has common access usage through the subject property to the above described lease site :t ;;- PROPOSED TELCO EASEMENT: Telco Pedestal lies 19 feet South and 326' West of the center of Tower Site :t ;;- SOH' ~ j ~ LS(, ~:t ~ ~ S-' ~,.-~) .~ I ~ ~ D. Mike Dossey, KS L.S., 1263 Date & <> ~ NOTES CONCERNINC SURvEy; I: The surveyor was not provided with 0 title report. No additional renorch or obslroctinq was done by the SYrveyor.