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Home My WebLink About20030688.tiff RESOLUTION RE: APPROVE ANTENNA SITE SUBLEASE AGREEMENT AND AUTHORIZE CHAIR TO SIGN -AT&T WIRELESS SERVICES OF COLORADO, LLC WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to Colorado statute and the Weld County Home Rule Charter, is vested with the authority of administering the affairs of Weld County, Colorado, and WHEREAS, the Board has been presented with an Antenna Site Sublease Agreement between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, and AT&T Wireless Services of Colorado, LLC, with terms and conditions being as stated in said sublease agreement, and WHEREAS, after review, the Board deems it advisable to approve said sublease agreement, a copy of which is attached hereto and incorporated herein by reference. NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld County, Colorado, that the Antenna Site Sublease Agreement between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, and AT&T Wireless Services of Colorado, LLC, be, and hereby is, approved. BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to sign said sublease agreement. The above and foregoing Resolution was, on motion duly made and seconded, adopted by the following vote on the 17th day of March, A.D., 2003. BOARD OF COUNTY COMMISSIONERS WE OUNTY, COLORADO ATTEST: iketMA'v�j��`'' IE ff „ eki ` D id E. Long, Chai Weld County Clerk to the •ar. 1^^ "" ck obert D. Masden, Pro-Tem BY: Deputy Clerk to the Board ( /, � EXCUSED _ M. J. Geile APPR AS TO F EXCUSED DATE OF SIGNING (AYE) Willis H. Jerke unty At oroey Glenn Vaad Date of signature: 2003-0688 ad din, 4- CM0015 . - • State Colorado City Ione Site # 2-125 ANTENNA SITE SUBLEASE AGREEMENT This Antenna Site Sublease A greement("Agreement") i s entered into t his 2C day o f rct , 2003, by and between AT&T Wireless Services of Colorado, LLC, a Delaware limited liability company, d/b/a AT&T Wireless, by AT&T Wireless Services, Inc., a Delaware corporation, its member("Sublessor"), and Weld County, Colorado ("Subtenant"). For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. Premises. a. Sublessor currently leases a parcel of land ("Land") and owns and operates a telecommunications tower ("Tower") and a communications equipment building or cabinet(s) ("Enclosure") located thereon in the County of Weld, State of Colorado, commonly known as 16449 East County Road 18 (the Tower, Enclosure and Land are collectively, the "Property"). The Land is more particularly described in Exhibit A annexed hereto. Sublessor hereby subleases to Subtenant and Subtenant subleases from Sublessor a portion of the Land, and Sublessor hereby subleases to Subtenant and Subtenant subleases from Sublessor space on the Tower (collectively, the "Premises"), and grants Subtenant the right to install and maintain transmission and utility wires, poles, cables, conduits and pipes on the Property, including over, under or along the right-of-way granted to Sublessor, and a right to pedestrian and vehicle access to the Property over the access rights obtained by Sublessor. Said Subleased Premises and right-of-way for utilities and access are substantially described in Exhibit B annexed hereto. b. The Premises are a part of the same property leased to the Sublessor under that certain lease between Bruce M. Victor and Julie A. Victor, as Landlord, and Sublessor, as Tenant, dated as of April 30, 1994, ("Prime Lease"), which is attached hereto and made a part hereof as Exhibit C. Any and all proprietary information contained within the attached Prime Lease shall be removed and not made a part of this Sublease Agreement pursuant to the discretion of the Sublessor. Subtenant acknowledges that it has received a copy of the Prime Lease and that it has read and is familiar with the terms thereof. Except as herein otherwise expressly provided, or except as the terms of the Prime Lease may be in conflict with or inconsistent with the terms herein provided, all of the terms, covenants and provisions in the Prime Lease are hereby incorporated into and made a part of this Agreement as if fully set forth herein; the Sublessor herein being substituted for the Landlord named in the Prime Lease, and the Subtenant herein being substituted for the Tenant named in the Prime Lease. To the extent that the provisions of the Prime Lease are not incorporated herein, the provisions above as to the respective substitution of the Sublessor and Subtenant for the Landlord and the Tenant named in the Prime Lease shall not apply. Notwithstanding anything to the contrary contained in this Agreement, this Agreement and all of Subtenant's rights and obligations hereunder are expressly subject to the Prime Lease. In the event the Prime Lease expires or is terminated for any reason, this Agreement shall terminate as between Sublessor and Subtenant on the effective date of termination of the Prime Lease, and Sublessor shall have no liability to Subtenant therefor. Sublessor shall give Subtenant written notice of such termination or expiration of the Prime Lease as provided herein or as soon as practicable. 2. Use. The Premises may be used by Subtenant for any activity in connection with the provision of its communications needs. Sublessor agrees to take reasonable efforts to cooperate with Subtenant, at Subtenant's expense, in making application for and obtaining all licenses, permits and any and all other necessary approvals that may be required for Subtenant's intended use of the Premises. 3. Tests and Construction. a. Subtenant shall have the right at any time following the full execution of this Agreement to enter upon the Land for the purpose of: making necessary engineering surveys, inspections, soil test borings, other reasonably necessary tests and constructing the Subtenant Facilities (as defined in Paragraph 7(a) hereof), provided, however, such tests and constructing shall be at Subtenant's sole cost and expense. Upon Subtenant's request, Sublessor agrees to provide promptly to Subtenant copies of all plans, specifications, surveys and tower maps for the Land or Tower in Sublessor's possession or available to Sublessor. The tower map plan or similar document shall include the elevation of all antennas on the Tower and the frequencies upon which each antenna operates. Prior to installation or making material alterations or additions to the Subtenant Facilities on the Tower, Subtenant shall pay for any and all costs associated with any necessary structural analyses and modification(s) of the Tower and Sublessor's equipment thereon. S ublessor s hall have the right t o approve such Subtenant's plans, such approval not to be unreasonably withheld or delayed. In approving Subtenant's plans, Sublessor shall not be required to approve any modification(s) to Sublessor's equipment which would measurably adversely affect or interfere with Sublessor's operation. b. None of the Subtenant Facilities shall be installed on the Tower nor shall any construction pertaining to the Subtenant Facilities commence until Subtenant has submitted its construction and installation plans, contractors and subcontractors to Sublessor in writing for approval, which approval shall not be unreasonably withheld or delayed. If notice of objection or approval is not received by Subtenant within ten (10) days after submission of the plans and specifications, the plans and specifications will be deemed to have been approved. Sublessor shall not be entitled to receive any additional consideration in exchange for giving its approval of Subtenant's plans. Subtenant shall not alter any plans so approved without following the same procedures. Subtenant shall b e responsible for grounding all external and internal wiring and cabling installed by Subtenant. (Subtenant shall obtain Sublessor's prior written approval of such grounding plans.) c. Subtenant shall provide all labor for the installation, maintenance and repair of Subtenant's antennas and related equipment on the Tower. 2 4. Term. The term of this Agreement shall be One (1) year(s) commencing on the date Subtenant receives all Governmental Approvals (as defined in paragraph 5 below) or the date Subtenant commences installation of its antennas and related equipment, whichever first occurs ("Commencement Date"), and terminating on the first anniversary of the Commencement Date ("Term") unless otherwise terminated a s provided i n P aragraph 1 0. S ubtenant s hall have the right to extend the Term for fifteen (15) successive one year (1) year periods ("Renewal Terms") on the same terms and conditions as set forth herein. This Agreement shall automatically be extended for each successive Renewal Term unless Subtenant notifies Sublessor of its intention not to renew at least thirty(30) days prior to commencement of the succeeding Renewal Term. It is expressly understood that all rights granted to Subtenant under this Sublease are irrevocable until this Sublease expires or sooner terminates as provided in this Sublease. 5. Contingencies. This Sublease is subject to the following contingencies: a. Subtenant's ability to obtain in a timely fashion all governmental licenses, permits and approvals required of or deemed necessary or appropriate by Subtenant for its use of the Subleased Premises, including without limitation applications for zoning variances, zoning ordinances, amendments, special use permits, and building permits (collectively referred to as "Governmental Approvals"); provided that Subtenant shall have the right, without obligation to do so, to appeal any denial by a governmental agency and the contingency date for obtaining Governmental Approvals shall be extended until such time as a final decision is rendered and is not the subject of any further appeal made or defended by Subtenant. Sublessor agrees to make reasonable efforts to cooperate with Subtenant and join in any application for Governmental Approvals, if requested to do so by Subtenant, provided, however, that Sublessor shall be reimbursed by Subtenant for any of Sublessor's reasonable out-of-pocket costs associated with the foregoing. b. Owner's consent to this Sublease as part of attached lease, provided such consent is required p ursuant to the P rime L ease (evidence of Owners Consent to be attached to this Agreement as Exhibit E). In the event the Land is encumbered by a mortgage or deed of trust, Sublessor agrees to take reasonable efforts to assist Subtenant in obtaining a non- disturbance and attornment instrument for each such mortgage or deed of trust. Further, Sublessor agrees to assist Subtenant in obtaining a non-disturbance and attornment instrument with the owner of the Land. c. If either Paragraph 5 contingency is not satisfied or waived within one (1) year from the date hereof(subject to appeal and tolling of this contingency date pursuant to Paragraph 5(a)), Sublessor may terminate this sublease on thirty(30) days notice without liability. 6. Rent. Within fifteen (15) business days of the Commencement Date and on the first day of each month thereafter, Subtenant shall pay to Sublessor as a rent Five-Hundred Dollars ($500.00) per month ("Rent"). The Rent for each month of each Renewal Term will be the monthly rent in effect for the final month of the Initial Term or prior Renewal Term, as the case may be, 3 increased by Three Percent (3%). The Rent for any fractional month at the beginning or at the end of the Initial Term or Renewal Term shall be prorated. The Rent shall be payable to Sublessor at: AT&T Wireless Services ATTN: Collocation A/R-FSA7 PO Box 97079 Redmond,WA 98073-9779 Please reference AT&T Wireless Site Name and Number with payments: Ione/#1-125 (Colorado) 7. Facilities; Utilities; Access. a. Subtenant, at its sole cost and expense, has the right to erect,maintain and operate on the Premises (and as to utilities cable, conduit, etc. specified a reas at the Property)radio communications facilities, including utility lines, transmission lines, an air conditioned equipment shelter or cabinets, electronic equipment, radio transmitting and receiving antennas and supporting structures thereto ("Subtenant Facilities"). In connection therewith and subject to Paragraph 3 above, Subtenant has the right to do all work necessary to prepare, maintain and alter the Premises for Subtenant's business operations and to install transmission lines connecting the antennas to the transmitters and receivers. All construction and installation work shall be performed in a good and workmanlike manner. Title to the Subtenant Facilities shall be held by Subtenant. Subtenant Facilities shall remain Subtenant's personal property and a re not fixtures. Subtenant must remove all Subtenant Facilities at its sole expense on or before the expiration or earlier termination of the Agreement. Subtenant must repair any damage to the Property caused by such removal and subject to Paragraph 3(c) above. b. Subtenant shall pay for the electricity it consumes in its operations at the rate charged by the servicing utility company. Subtenant shall have the right to draw electricity, by submeter, and other utilities from the existing utilities on the Property or obtain, at its sole cost and expense, separate utility service from any utility company that will provide service to the Property (including a standby power generator for Subtenant's exclusive use). Any easement necessary for such power or other utilities will be at a location acceptable to Sublessor and the servicing utility company. c. Subtenant, Subtenant's employees, agents and subcontractors may enter on or across the Land without notice to Sublessor twenty-four (24) hours a day, seven (7) days a week, at no charge, to obtain entry to its Premises for the purpose of constructing, installing, operating, maintaining and repairing those parts of the Subtenant Facilities that are ground- based. Such access shall be as shown on Exhibit B. Subtenant shall not, without one (1) day prior notice to and approval from Sublessor, perform or arrange to be performed normally scheduled installation, maintenance or repair of the Subtenant Facilities on the Tower. Reasonable efforts to notify Sublessor will be made prior to any emergency installation, maintenance or repair of the Subtenant Facilities on the Tower. 4 8. Non-Interference. a. Each party agrees that it has performed adequate testing at the Property or evaluated the operations of other occupants for interference with its operation based upon the available information supplied by each party to the other as to its own operations and, in the case of Sublessor, other existing and known potential wireless communications users at the Property and each party agrees that the disclosed use or uses, as presently identified on Exhibit D attached hereto and made a part hereof, do not, if properly and lawfully operated, interfere with such party's use of the Property. b. If any measurable adverse interference is caused by Sublessor or anyone now or in the future holding a Property interest from or under Sublessor due to improper or unlawful operation, or any subsequent change or addition of equipment or improvements by Sublessor or any such other holder on the Property, Sublessor agrees to the extent within Sublessor's control, reasonably to cause the elimination of same in a prompt and timely manner. If such measurable adverse interference by Sublessor or such other Property interest holder, or measurable adverse interference by Subtenant's Facilities with existing communications equipment, cannot be eliminated within a reasonable length of time, but not to exceed 48 hours after notice thereof for material interference, and thirty (30) days if otherwise measurably adverse, Sublessor or Subtenant, as the case may be, shall cause the interference to cease except for brief tests necessary for the elimination of the interference. 9. Taxes. Except as provided immediately below, Sublessor shall pay all real property taxes it is obligated to pay under the Prime Lease. Subtenant shall reimburse Sublessor for any increases in real property taxes, if any, which are assessed as a direct result of the presence of Subtenant's Facilities. As a condition of Subtenant's obligation to pay such tax increases, Sublessor shall provide to Subtenant the documentation from the taxing authority, reasonably acceptable to Subtenant indicating the increase is due to Subtenant's improvements or the Subtenant's Premises. 10. Termination. This Agreement may be terminated without further liability on thirty (30) days prior written notice as follows: a. by either p arty upon a default o f any covenant or term hereof by the other party, which default is not cured within sixty (60) days of receipt of written notice of default, provided that the grace period for any monetary default is ten (10) days from receipt of notice, and, provided further, that any non-monetary default which cannot be cured within such sixty (60) day period shall not be a default hereunder so long as such defaulting party diligently proceeds to cure such default upon receipt of notice thereof; b. by Subtenant for any reason or for no reason. 11. Destruction or Condemnation. 5 If the whole or any substantial part of the Property shall be taken by any public authority under the power of eminent domain so as to interfere with Subtenant's use and occupancy thereof, then the Agreement shall cease on the part so taken on the date of possession of that part, and any Rent paid in advance of such date shall be refunded to Subtenant, and Subtenant shall have the right to terminate this Agreement upon written notice to Sublessor, which notice shall be delivered within thirty (30) days following the date notice is received of such taking. If Subtenant chooses not to terminate this Agreement, the Rent shall be reduced or abated in proportion to the actual reduction or abatement of use of the Premises. 12. Insurance. a. Subtenant shall carry during the term of this Sublease, at its own cost and expense, the following insurance: Standard Commercial General Liability coverage per the Colorado Counties Casualty&Property Pool with excess liability coverage of$2,750,000. b. Subtenant shall name the other as an additional insured under its liability policy and require its insurance company to endeavor to give at least thirty (30) days' written notice of termination or cancellation of the policy to the additional insured. A certificate of such insurance, together with such endorsement, shall be delivered to the additional insured within thirty (30) days from the execution of this Sublease and before the expiration of any term thereof from an insurance company authorized to do business in the state in which the Property is located. 13. Assignment and Sublicensing. Subtenant may not assign, or otherwise transfer all or any part of its interest in this Agreement or in the Premises without the prior written consent of Sublessor; provided, however, that Subtenant may assign or otherwise transfer such interest to its parent company, any subsidiary or affiliate or to any successor-in-interest or entity acquiring a controlling interest in its stock or assets. Sublessor may assign or otherwise transfer this Agreement upon written notice to Subtenant, subject to the assignee or transferee assuming all of Sublessor's obligations herein. Upon assignment or transfer of this Agreement in accordance with the terms of this paragraph, such p arty a ssigning or transferring t his Agreement s hall have no further rights or obligations hereunder. 14. Warranty of Title and Quiet Enjoyment. Sublessor warrants that: (i) Sublessor leases the Land and owns and operates the Tower and the Enclosure located thereon and has rights of access thereto; (ii) subject to Subtenant obtaining the Owner's consent, Sublessor has full right to make and perform this Agreement; and (iii) Sublessor covenants and agrees with Subtenant that upon Subtenant paying the Rent and observing and performing all the terms, covenants and conditions on Subtenant's part to be observed and performed, Subtenant's possession, use and enjoyment of the Property will not be disturbed by Sublessor or anyone now or in the future holding a Property Interest in the Premsies or tower from or under Sublessor. 15. Maintenance and Repairs. 6 a. Subtenant shall not perform any repairs on or about the Subleased Premises except for damages to the Subleased Premises caused by Subtenant, its employees, agents, contractors, or subcontractors. b. Sublessor, at Sublessor's sole cost and expense, shall maintain the antenna structure, and any other portions of the Property and improvements thereto to the extent required to be maintained by Sublessor pursuant to the Prime Lease, in good order and repair, wear and tear, damage by fire, and other casualty excepted. Damage resulting from the acts-or omissions of Subtenant shall be repaired by Subtenant, at Subtenant's cost and expense unless otherwise provided herein. 16. Miscellaneous. a. This Agreement constitutes the entire agreement and understanding between the parties, and supersedes all offers, negotiations and other agreements concerning the subject matter contained herein. Any amendments to this Agreement must be in writing and executed by both parties. b. If any provision of this Agreement is invalid or unenforceable with respect to any party, the remainder of this Agreement or the application of such provision to persons other than those as to whom it is held invalid o r unenforceable, shall not be affected and each provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. c. This Agreement shall be binding on and inure to the benefit of the successors and permitted assignees of the respective parties. d. Any notice or demand required to be given herein shall be made by certified or registered mail,return receipt requested, or recognized overnight courier to the address of the respective parties set forth below: SUBLESSOR: AT&T Wireless Services ATTN: Lease Administration-Official Notice Processing Center 2729 Prospect Park Drive Rancho Cordova, CA 95670 With a copy to: AT&T Wireless Services ATTN: Market Attorney-John McDonough 2729 Prospect Park Drive, Suite 200 Rancho Cordova, CA 95670 SUBTENANT: a lett, `kb 20-477.01 PO •- ox 751/ t$Rt . Co aG 3 z Attn: (,{JF�e PR/ With a copy to: -Thilda4t nh tim o � U U 2- 7 Attn: D /LCGC 2, j art_ Sublessor or Subtenant may from time to time designate any other address for this purpose by written notice to the other party. e. This Agreement shall be governed by the laws of the State of Colorado. It is agreed by the Parties hereto that any cause of action arising out of this Agreement shall be venued in the courts of Weld County, Colorado,to the extent that those courts have jurisdiction. f. Subject to any restrictions in the Prime Lease, Sublessor acknowledges that a Memorandum of Agreement may be recorded by Subtenant, at Subtenant's option, in the Official Records of the County where the Land is located. In the event the Land is encumbered by a mortgage or deed of trust, Sublessor agrees to take reasonable efforts to assist Subtenant in obtaining a non-disturbance and attornment instrument for each such mortgage or deed of trust. Further, Sublessor agrees to assist Subtenant in obtaining a non- disturbance and attomment instrument with the owner of the Land. g. In any case where the approval or consent of one party hereto is required, requested or otherwise to be given under this Agreement, such approval or consent shall not be unreasonably delayed or withheld. h. All Riders and Exhibits annexed hereto form material parts of this Agreement. i. This Agreement may be executed in duplicate counterparts, each of which shall be deemed an original. j. Except for willful acts, each party agrees and hereby waives, any claim for consequential or incidental damages or lost property as to the other party. 17. Tower Marking and Lighting Requirements. a. Sublessor shall be responsible for compliance with any applicable marking and lighting requirements of the Federal Aviation Administration ("FAA") and the FCC provided that i f t he requirement for compliance results from Subtenant's Facilities, Subtenant shall pay for the reasonable costs and expenses t herefor(including, for any lighting automated alarm system). Should Subtenant be cited because the Property is not in compliance and, should Sublessor fail to cure the conditions of noncompliance, Subtenant may either terminate this Agreement or, with prior written notice to Sublessor and allowing Sublessor a reasonable opportunity to cure, proceed to cure the conditions of noncompliance at Sublessor's expense, which amounts may be deducted from the Rent. b. If lighting requirements apply and a lighting automatic alarm system has been installed by Sublessor, Sublessor shall allow Subtenant to bridge-in to the system to permit a parallel alarm or to install a second alarm (to the extent permitted under the Prime Lease) if a bridge would interfere with Sublessor's alarm. Subtenant shall be responsible for the cost and expense of maintaining the bridge or parallel alarm. Notwithstanding anything in this paragraph 17(b), the responsibility for compliance with FAA and FCC requirements shall remain with Sublessor as provided in Paragraph 17(a) above. 18. Indemnity. 8 a. To the extent permitted by law, Subtenant shall exonerate, hold harmless, indemnify, and defend Sublessor from and against any and all claims, obligations, liabilities, costs, demands, damages, expenses, suits or causes of action, including costs and reasonable attorneys' fees, which may arise out of: (i) any injury to or the death of any person; or (ii) any damage to property, if such injury, death or damage arises out of or is attributable to or results from the negligent acts or omissions of Subtenant or Subtenant's principals, employees or agents directly relating to Subtenant's use and operation of the Premises. b. Sublessor shall exonerate, hold harmless, indemnify, and defend Subtenant from and against any and all claims, obligations, liabilities, costs, demands, damages, expenses, suits or causes of action, including costs and reasonable attorneys' fees, which may arise out of: (i) any injury to or the death of any person; or (ii) any damage to property, if such injury, death or damage arises out of or is attributable to or results from the negligent acts or omissions of Sublessor or Sublessor's principals, employees or agents directly relating to Sublessor's use and operation of the Premises. c. Notwithstanding the provisions stated herein, nothing in this Sublease Agreement is intended as a waiver by Subtenant of governmental immunity rights to which Subtenant is entitled pursuant to state law, nor shall any portion of this Agreement be deemed to have created a duty of care which did not previously exist with respect to any person not a party to this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. SUBLESSOR AT&T Wireless Services of Colorado, LLC, a Delaware limited liability company, d/b/a AT&T Wireless, by AT&T Wir ervic s c., a D la re co poration, its member y: OL. cknra L . 1 u i( t Jf✓ Its: ZGs6iiouai- cAc ( crfrr frtiCt SUBTENANT Weld County, Colorado By: v C L • 1ts: Z U /s s/ v t -S 9 • STATE OF act ) County of ` #lijag ) On this ZS day of �jrc4 , 2003,before me, a Notary Public in and for the State of Colorado, personally appeared ( .; • ecluud t' 5ulhvcul known to me to be the RwsonulPPat Nate.ivy. of AT&T Wireless Services Inc., the corporation that executed the within and foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation for the uses and purposes therein mentioned, and on oath stated that c.4t was authorized to execute said instrument. WITNESS my hand and the official seal affixed the day and year first above written. r..... tin ' 22 L��1LLl fQP�I y = v: NOTARY PUBLIC in and for t � ;oUg1\G,; 0 State of &U14t&dA) ' p ,�� residing at 9�a Al gGbton • ci ,'"a,nn `, My commission expires: 3--o• zco MY C aiisao MARCH 20,2000 STATE OF 0,9,, ) County of O ) On this j or day of /t rQ , 2003, before me, a Notary Public in and for the State of personally appeared _ jTh-,,xt n _ !I E� , known to me to be the a2 13.Qa.c?6 f cf Weld County, Colorado, that executed the within and foregoing instrument, and aclmo ledge �� b the said instrument to be the free and voluntary act and deed of said corporation for the uses and purposes therein mentioned, and on oath stated that was authorized to execute said instrument. WITNESS my hand and the official seal affixed the day and year first above written. ............... I CAROL A. NOTARY PUBLIC in and for the t. HARDING ;c State of n op—e49--c_ace residing at q rS— /r c ti• •., O My commission expires: Vy Commission Expires June Q 2005 10 EXHIBIT A DESCRIPTION OF LAND to the agreement dated Aftr2ell 1L, 2003, by and between AT&T Wireless Services of Colorado, LLC, a Delaware limited liability company, d/b/a AT&T Wireless, by AT&T Wireless S ervices, Inc., a Delaware c orporation, its m ember a s S ublessor, and, Weld County, Colorado, as Subtenant. The land is described and/or depicted as follows: A parcel of land located in the Northwest Quarter of Section 23, Township 2 North, Range 66 West,Weld County, Colorado and otherwise known as 16449 East County Road 18,Ft. Lupton, CO A.P.N. or P.I.N. or Real Property Tax I.D. #: 11 EXHIBIT B DESCRIPTION OF PREMISES to the agreement dated kfficA f 22003, by and between AT&T Wireless Services of Colorado, LLC, a Delaware limited liability company, d/b/a AT&T Wireless, by AT&T Wireless Services, Inc., a Delaware corporation, its member as Sublessor, and, Weld County, Colorado, as Subtenant. The premises are described and/or depicted as follows: 12 Attachments to EXHIBITS A & B Notes: 1. These Exhibits may be replaced by a land survey of the Premises once it is received by subtenant. 2. Setback of the Premises from the Land's boundaries shall be the distance required by the applicable governmental authorities. 3. Width of access road shall be the width required by the applicable governmental authorities, including police and fire departments. 4. The type, number and mounting positions and locations of antennas and transmission lines are illustrative only. Actual types, numbers, mounting positions may vary from what is shown above, subject to Sublessor's approval as provided in Paragraph 3 of the Sublease. 5. This Exhibit is to include any plans for r outing lines, utility w ires, etc., on or a cross the Property. 13 EXHIBIT C PRIME LEASE to the agreement dated nigyc/ ( ..,-2003 by and between AT&T Wireless Services of Colorado, LLC, a Delaware limited liability company, d/b/a AT&T Wireless, by AT&T Wireless Services, Inc., a Delaware corporation, its member as Sublessor, and, Weld County, Colorado, as Subtenant. The Prime Lease is attached hereto. 14 _ 1 FROM DENVER THE 1-25 NORTH TO 1-76. iN(E -]6 EAST TO US-B5, '� tcni- CONTINUE ON US-85 NORTH TO WELD COUNTY ROM /10.TAKE WELD COUNtt ROM /18 APPROXIMATELY 3.5 MILES TO MAILBOXES /16431 & 18435, TURN fI LEFT AND CONTINUE ON DIRT ROAD PAST HOUSE, TAKE SMALLER ROAD THAT & ii .�- BRANCHES OFF TO LATITUDE 4.12444 AND LONGITUDE -104.743389 W «u4: T h"Y V ' -7 I �i ::-sue s L & DRIVING DIRECTIONS S J x p I. PROPOSED (2) NEW MICROWAVE DISHES,4 (1) !AT A RM HEIGHT OF 60', (1)2' AT A RAD HEIGHT OF 70'. I A+ 5' t 2. PROPOSED EQUIPMENT FNCLDSURE. ( 5 p "A p 3 &« w�t FA"' 's ..u+ 3. PROPOSED (2) NEW 3/B'COMMUNICATIONS CABLE FROM NEW MICROWAVE .a-. xA" A L ANTENNAS TO NEW EQUIPMENT ENCLOSURE. x WELD COUNTY VICINITY MAP OL e PROJECT DESCRIPTION MICROWAVE AND SITE OWNER: - ALL WORK MID MATERIALS SHAM.BE PERFORMED MID INSTALLED IN BRUCE &JULIE VICTOR ACCORDANCE WITH THE CURRENT EDITIONS OF THE FOLLOWING CODES 6071 WEST 76TH AVENUE AS,?'OPTED BY THE LOCAL GOVERNING AUTHORITIES. NOTHING IN THESE PLANS IS TO BE CONSTRUED TO PERMIT WORK NOT WESTMINSTER. CO 60030 CONFORMING TO THESE CODES. EQUIPMENT ADDITION CONTACT BRUCE VICTOR ARCHITECT/ENGINEER: I..�I(811NR1M'"" I AI. ° MCC 1999 1.MORN POLITICCOOP 1997 4.LOAM RAMC CODE HEDRICK & MMAMMIES. LLC 2.iN/FN-Yd-F 5 Orv/ttXMv pmgWICES 2329 WEST MNN STREET, SURE 104 UCONTACT; COLORADOHWKI SD'ZD-B'DD CODE COMPLIANCE KEN 798-9 S I PHONE (303) 798-9445 FM: (303) 798-9462 APPLICANT: WELD COUNTY 1. WITH SITES IN FULL OPERATION. ALL SAFETY PRECAUTIONS MUST BE TAKEN TO P.O. BOX 758 'MNNTNN PROTECTION OF ILL WORKERS AGAMST ELECTROMAGNETIC RMLTON GREELEY. CO 80632 EQUIPMENT WHICH MAY EXPOSE WORKERS TO DANGER SHOULD BE SHUTDOWN CONTACT: JEFF BURNS PRIOR TO Pun ARMING ANT WORK. PERSONAL RF EXPOSURE MONITORS ARE PHONE 303) 581-0591 ADVISED TO BE UTILIZED BY ALL WORKERS, FA%: ( ) 185-649 PROJECT DIRECTORY AT&T SITE #: DEN-2125 DO NOT SCALE DRAWINGS CIXRRACTOR SHALL VERIFY ALL PLANS MID EXISTING DIMENSIONS M0 CONDITIONS ON THE JOB SITE MD SHALL IMMEDIATELY NOTIFY THE ARCHITECT IN WRITING OF AT&T SITE NAME: I O N E F FOR SAME. WITH DISCREPANCIES BEFORE PROCEEDING THE WORK OR BE RESPONSIBLE DOZE. GENERAL CONTRACTOR NOTES 16499 WELD COUNTY ROAD 18 SHEET DESCRIPTION REV. FT. LU PTO N CO W� wuNIY ONE-01 TIRE SHEET& GENERAL INFORMATION 2 rJ WELD COUNTY TONE-02 SITE PUN MID ELEVATIONS 1 WELD COUNTY IONE-03 EQUIPMENT ROOM LAYOUT 2 SHEET INDEX AS-BUILT AT&T SITE#: DEN-2125 WELD COUNTY HEDRICK & AssocwrEs LLC COWSTKFARtl EAGPE'E.WLC SERVICES AT&T SITE NAME: IONE _ 6 AT&T MICROWAVE AND EQUIPMENT ADDITION TITLE SHEET& 2455 West Main Street 2 4/9/03 AS—BULT WIGS KPH KPH GENERAL INFORMATION Littleton, Colorado 80120-8200 16499 WELD COUNTY ROAD 18 I 3/27/03 REVIEW COMMENTS TICS KPH KPH Tel: (303) 798-9445 Fox: (303) 798-9462 FT. LUPTON, CO AT&T WIRELESS SERVICES,INC. HAM JOB NUMBER DRAWn4 NNBER REY 1401 1511 STREET A 2/28/03 ISSUED FOR RENEW WGS KPH KPH LONE,CO 80285 NO. DATE REVISIONS BY pIK Mm'o 02-3G WELD COUNTY IONE-01 2 1 70'-0" O n--rr`-r--^'!—T Q 1. I -r^fir 1•• i! •I ll1 r—X X -X X X- -----\ X X -----X--X X--X —+I- f1- -K--- -il - -- - — - i r. 1O loam AT&T EMINENT SEUER M/RA X 1A!,RADE �k 1 I -�- O E)�1MC AT&T TOTER X X II `CCC 3 O cosmic roc( ( I I N O EXIST=AT&T EWIPIEM COYPcUW 'X X II \ O E]OBINO 6'AT&T YCROIMY£06N I i '\ © EOSIN AT&T ANTENNAS X X 7 d61NG GDOIATOR • 'I♦' © DUSTING R'AT&T MICROIWA DISH X X " 1 • PROPOSED IE nomfOt(LammNO011-IIP 1 PROPOSED 4'110.10 cowry wow Om Lowe',co item lES --- Tor .♦. I 11 PROPOSED Y DEW cOl/IIT meow tat Lawn)d=HII . M iEC X X I, �_ • ROVED 15W COU,IY EC1�1TW E1dD511C / y I 1 t \ © PROPOSED CdAIDNOI LN OWE WE X 4 1 X KEYED NOTES I I 1 o I N 2 I I X X I © 0 © HEDRICK &ASSOCIATES DID NOT PERFORM AND 5 NOT RESPONSIBLE FOR 1 Q / \ THE TOWER STRUCTURAL ANALYSIS AND MODIFICATIONS FOR THE NEW / 1 I.'CROWAVE DISHES. 10 • 6 / 1tz w l X aa 4. ! x w Z 'Y E_ CI ti� ='�+ , 2 z � GENERAL NOTES X s I X V, W Ate$ I w Li a p Ly 1 LA- O w X X Z y - - - N S J U 1 w_ w CC I _ Z I b X X RI i 11 r. U 6 / I rT v I + t I - - -- - r O p If 11 IN X 3 X • - r j C] ID RI 3 X X X X Y X� i x /` x =11> I o 11 II x • M 3 <n O I M o z aSITE PLAN = 0 3 m in SCALE: 1/32'• Y-0' 1 M L"1 O w w ul M cc lo O ' O a Z w I 1 ♦/ °D In o w z Dc O x a Z z w w Et o o Li l- II( I LJx w Z W cc w Z U J O Z J p w w C w I H - F-- a1 a, W J O W />I L.,.. p O z o I U / 9 ® ELEVATION _ ELEVATION SCME 1'- 3'-0' © AS-BUILT HEDRICK ASSOCIATES, LLC AT&T SITE#: DEN-2125 WELD COUNTY AcuyTE�TePwc SERVICES SITE PLAN AND MICROWAVE AND EQUIPMENT ADDITION AT&T SITE NAME: IONE , " 2455 West Main Street ? " 6 AT&T CouTws EAr2 4/9/07 AS-BUILT WCS KPH K➢H Littleton, Colorado 80120-8200 16499 WELD COUNTY ROAD 18 - ELEVATIONS Tel: (303) 798-9445 Fax: (303) 798-9462 gRST+I AT&T WIRELESS SERVICES,INC. 1 3/27/03 RENEW COMMENTS WGS KPH KPH F7. LUPTON, CO N&A JOB NUMBER DRAwIG MAW REV 1001 MR STREET A 7/28/03 ISSUED FOR REVIEW wcs KPH KPH DENS'Co 30265 02-3GDATE REVISIONS 87 CHR .*PP'D 02-3G WELD COUNTY IONE-02 2 / `/ \ / \ I // `\ O COSTING POWER common RWIE TO EMU N PNYIBO RO \\ O EGGING IELCO G3NNECOON.ROUTE TO COSTING / inCo BUM / \ / \ O COSMIC GROUND CONNECTON,SD SHEET 05 / \ / \ / \ © some LRxSSOII GSM EMWLOIT ` / \ O EYEING AT&T ECRYFM / \ . / \ © CY SING&TIDY ` \/ /\ O DOSING AC PORT PN(I&WiD / \ / \ © DOSING iElln BO% / ` \ O9 DOSING AC UT / \ / \\ CYSTIC DON ENIRf PORT W/MCRORECI(1)YODEL 01635 PORT AND / • 15)MOOD.81153 BOOT ASSEMBLY \ / \ <O> DOSING GROUND BALI / \ \ / \ 7Q DIGIIC DOOR / \ \ <C> MING AT&T EDUPYENT SIEL \ MER\\ EASING AT&T TOMER / /\ /X\ `\ 1® soma ICE BRIDGE -! ..6 1 \ - 7 \ / <3> DOSING OUSTER GROUND BNB \-.'� �'' \�-/ 4, Q CYSTIC mama ..a> POMPOM f2 NW MN OEM IMAM=WOW 1 1 MONO FROM COUNT B0.RB8/t'.IMDM COMM 1 I COSINE AMR IS MONO 18 t 11 1 1,117- <C> PROPOSER 3tA won ITN COMO M 1 611 RLLO AR 1 DEAR IC PINE. coon F ® @R1OOED 11®W n01NC E MOW NO WI 11MW O c Miff SWINE MMES \ <> Noma)NERD WINnY EMMIE(Ml00RE t t I) T \ \ ® R10TE®moo M 1 \ r - �1--_ L ) J 1 " tl KEYED NOTES I I \ r-1 <> I 19 I 9 I. ALL WORN CARRIED OUT SHALL COMPLY WITH MI APPLICABLE MUNICIPAL I O 4• 2" Z•_G• L -I AND CES AANNDDP��SPECIFICATIONSL GAI10 S.LOCAL JURISDICTIONAL CODES. I 1 CONTRACTOR SHALL CaNFlRM LOCATION OF PROPOSED WELD COUNTY EOUIPMENT PRIOR TO START OF CONSTRUCTION. 4 L-A ,e5 3. CONTRACTOR SHALL DETERMINE ACTUAL ROUTING OF POWER. CONDUIT.(- - GROUNDING CABLES AND COAX. CONTRACTOR SHALL UTERE DUSTING AN r O O N O TCONDUIT.TRAY AND/OR SHALL ADO NEW TRAYS AS NECESSARY. O CT A CONTRACTOR TO PROVIDE MARKUP OF THIS DRAWING TO DOCUMENT --J �-rrt----J-----J 1� AS-BUILT CONDITIONS. INCLUDING POWER PANEL MODIFICATIONS. I--A \,) I I I LL____ 5 ALL ELECTRICAL WORK SHALL COMPLY WITH THE LATEST ADDRION OF THE OO- \\ IA NEC. O s A/ O GENERAL NOTES I__J F----, ----, 7 9 l L._-L O J I O I L----1 JI L l I J L -in- 13 \ \ 4> • • \` �-J 5" 19 -2• 5" • is o SITE PLAN m ,/C- ,• AS-BUILT HEDRICK & ASSOCIATES, LLC AT&T SITE#: DEN-2125 CONS/DWG EMI:WE PING SEANCES AT&T SITE NAME: ZONE 0 AT&T WELD COUNTY 2455 West Main Street MICROWAVE AND EQUIPMENT ADDITION `a 2 4/9/03 As-euLr MSS KPH KPH EQUIPMENT ROOM LAYOUT Littleton, Colorado 80120-8200 16499 WELD COUNTY ROAD 18 I 3/27/03 RENEW COMMENTS WS KPH KPH Tel: (303) 798-9445 Fax: (303) 798-9462 FT. LUPTON, CO AT&T WIRELESS SERVICES,INC. ,roe NUMBERNUMBER RLv loot INN STREET A 2/28/03 ISSUED FOR REVIEW WKS KPH RPM DENIER.CO 80265 02-3G WELD COUNTY IONE-03 2 NO. DATE REVISIONS BY CALK APP'D EXHIBIT C PRIME LEASE yy to the agreement dated Ala*Al, 2003 by and between AT&T Wireless Services of Colorado, LLC, a Delaware limited liability company, d/b/a AT&T Wireless, by AT&T Wireless Services, Inc., a Delaware corporation, its member as Sublessor, and, Weld County, Colorado, as Subtenant. The Prime Lease is attached hereto. 14 • State Colorado City: Greeley Cell I.D.: Ione SITE LEASE AGREEMENT THIS SITE LEASE AGREEMENT (This "Lease") is entered into this day of April, 1994 ("Execution Date")between Bruce M. Victor and Julie A.Victor,("Landlord"),and Greeley Cellular Telephone Company("Tenant"). 1. Premises. Subject to the following terms and conditions, Landlord leases to Tenant a portion of the real property(the "Property")described in the attached Exhibit A. Tenant's use of the Property shall be limited to that portion of the Property, together with easements for access and utilities, described and depicted in attached Exhibit B (collectively referred to hereinafter as the"Premises"). The Premises, located in the NW/4 Section 23-Township 2 North-Range 66 West, Weld County, Colorado comprising 28,900 square fret 2. Term. The initial term of this Lease shall be five years, commencing upon the earlier of(a) written notification by Tenant to Landlord of Tenant's receipt of all Governmental Approvals, or (b) three (3) months from Execution Date of this Lease (the "Commencement Date"), and terminating at Midnight on the last day of the month in which the fifth annual anniversary of the Commencement Date shall have occurred. If Tenant shall not have obtained all Governmental Approvals on or before the date specified in 2(b) above, then Tenant shall, by notice to Landlord, have the right to cancel all rights and obligations under this Lease, provided Tenant reimburses Landlord for actual, reasonable, legal or other preparatory expenses incurred to a maximum of 5750.00. 3. Permitted Use. The Premises may be used by Tenant only for permitted uses, which are the transmission and reception of radio communication signals and for the construction, maintenance, repair or replacement of related facilities, towers, antennas, equipment or buildings and related activities. Tenant shall obtain, at Tenant's expense, all licenses and permits or authorizations required for Tenant's use of the Premises from all applicable government and/or regulatory entities (the "Governmental Approvals") and may (prior to or after the Commencement Date) obtain a title report, perform surveys, soils tests,and other engineering procedures or environmental investigations on,under and over the Property,necessary to determine that Tenant's use of the Premises will be compatible with Tenant's engineering specifications, system, design, operations and Governmental Approvals. Landlord agrees to reasonably cooperate with Tenant (at no cost to Landlord), where required, to perform such procedures or obtain Governmental Approvals. Landlord agrees that Tenant shall have the right to immediately terminate this Lease without any penalty or liability,if Tenant notifies Landlord of unacceptable results of any title report or of the survey or soils tests. Landlord also agrees that if,based on the result of any environmental investigation or inquiry, Tenant determines that the condition of the Property is unsatisfactory or if Tenant believes that leasing or continued leasing of the Premises would expose Tenant to undue risks of government action or intervention or third-party liability, Tenant may, without any penalty or liability, immediately terminate this Site Lease Agreement 4. Bat. n t} mmencement Date, Tenant shall pay Landlord, as rent,the Rem shall be payable on the first day of each month, in ads o dlord at ord's address specr in paragraph 13 below. b. If this Lease is terminated at a time other than on the last day of a month, Rent shall be prorated as of the date of termination for any reason other than a default by Tenant, and all prepaid Rents shall be refunded to Tenant. 1 additional consideration from Tenant Tenant to provide Landlo J*milord agrees to execute a • In the service , . .. . . .. . , in full force and effect. S. Renewal. Tenant shall have the right to extend this Lease for four additional, five-year terms ("Renewal Term"). Each Renewal Term shall be on the same terms and conditions as set forth herein except that Rent shall be increased at the beginning of each Renewal Term by twenty percent (20%) of the rent paid over the preceding term. This Lease shall automatically renew for each successive Renewal Term unless Tenant shall notify Landlord, is writing, of Tenant's intention not to renew this Lease,at least 60 days prior to the expiration of the term or any Renewal Term. If Tenant shall remain in possession of the Premises at the expiration of this Lease or any Renewal without a written agreement, such tenancy shall be deemed a month-to-month tenancy under the same terms and conditions of this Lease. 6. Interference. Tenant shall not use the Premises in any way which interferes with the use of the Property by Landlord,or tenants or licensees of Landlord, with rights to the Property prior in time to Tenant's(subject to Tenant's rights under this Lease, including non-interference). Similarly, Landlord shall not use, nor shall Landlord permit its tenants, licensees, employees, invitees or agents to use, any portion of I endlord's properties in any way which interferes with the operations of Tenant. Such interference shall be deemed a material breach by the interfering party, who shall,upon notice from the other,be responsible for terminating said interference. In the event any such interference does not cease promptly,the parties acknowledge that continuing interference may cause irreparable injury and,therefore, the injured party shall have the right,in addition to any other rights that it may have at law or in equity,to bring action to enjoin such interference or to terminate this Lease immediately upon notice. 7. Improvements:Utilities:Accaq. a. Tenant shall have the right, at its expense, to erect and maintain on the Premises improvements, personal property and facilities, including without limitation an antenna tower and base, and any number of radio transmitting and receiving antennas, and an electronic equipment shelter(collectively the "Antenna Facilities"). Landlord's prior consent to the plans and specifications for such buildings and other improvements shall be required but shall not be unreasonably withheld or delayed and shall be deemed given as to those items listed in Exhibit B-1 and B-2 hereto. Tenant shall have the right to replace or upgrade the Antenna Facilities at any time during the term of this Lease. Tenant shall cause all construction to occur lien-free and in compliance with all applicable laws and ordinances. The Antenna Facilities shall remain the exclusive property of Tenant. Tenant shall have the right to remove the Antenna Facilities upon termination of this Lease. b. Tenant, at its expense, may use any and all appropriate means of restricting access to the Antenna Facilities, including, the construction of a fence. c. Tenant shall, at Tenant's expense, keep and maintain the Premises and all buildings and improvements now or hereafter located thereon in commercially reasonable condition and repair during the term of this Lease. Upon termination of this Lease, the Premises shall be returned to Landlord in good, usable condition with all improvements removed from the premises and the property. d. Tenant shall pay any additional utilities charges due to Tenant's use. Tenant shall have the right to install utilities, at tenant's expense, and to improve the present utilities on the Premises (including, but not limited to the installation of emergency power generators). Landlord hereby grants limited easement to place any utilities 2 on, or to bring utilities across, the Property in order to service the Premises and the Antenna Facilities. Any utilities placement and installation shall be approved by Landlord prior to installation e. As partial consideration for rent paid under this Lease, Landlord hereby grants Tenant an easement ('Easement') for ingress, egress, and access (including access as described in paragraph 1) to the Premises adequate to service the Premises and the Antenna Facilitig at all times during the term of this,tf ease or any Renewal Term. Upon notice, Landlord shall have the right, at Landlord's sole expense, to'relocate the Easement to Tenant, provided such new location shall not materially interfere with Tenant's operations. Any Easement provided hereunder shall have the same term as this Leese. f. Tenant shall have 24-hours-a-day, 7-days-a-week access to the Premises at all times during the term of this Lease and any Renewal Term. 8. Default. Any of the following occurrences, conditions, or acts shall be deemed a "Default" under this Lease: a. if Tenant fails to pay amounts due under this Lease within ten(10)days of when such payments are due; b. if either party fails to observe or perform its obligations (other than failure to pay Rent as set out in Paragraph a. above) under this Lease and does not cure such failure within fifteen (15) days from its receipt of written notice of breach; or such longer period as may be required to diligently complete a cure commenced within the 15-day period. 9. Terminatioa: Except as otherwise provided herein, this Lease may be terminated,without any penalty or further liability as follows: a. upon ten (10) days' written notice by the non-defaulting party in the event of a Default (as defined above); b. upon ninety (90) days' written notice by Tenant, if Tenant is unable to obtain, maintain, or otherwise forfeits or cancels any license,permit or Governmental Approval nerncary to the construction and/or operation of the Antenna Facilities or Tenant's business; c. upon ninety (90) days' written notice by Tenant if the Premises are or become unacceptable under Tenant's design or engineering specifications for its Antenna Facilities or the communications system to which the Antenna Facilities belong d. immediately upon written notice if the Premises or the Antenna Facilities are destroyed or damaged so as in Tenant's reasonable judgment to substantially and adversely affect the effective use of the Antenna Facilities. In such event,all rights and obligations of the parties shall cease as of the date of the damage or destruction, and Tenant shall be entitled to the reimbursement of any Rent prepaid by Tenant If Tenant elects to continue this Lease, then all Rent shall abate until the Premises and/or Antenna Facilities are restored to the condition existing immediately prior to such damage or destruction; e. at the time title of the Property transfers to a condemning authority, pursuant to a taking of all or a portion of the Property sufficient to render the Premises unsuitable for Tenant's use. Tenant waives any right to pursue their own separate awards with respect to such taking. Sale of all or part of the Premises to a purchaser with the power of eminent domain in the face of the exercise of the power,shall be treated as a taking by condemnation. 10. hat Tenant shall pay any personal property taxes assessed on, or any portion of such taxes attributable to, the Antenna Facilities. J andlord shall pay when due all real property taxes and all other fees and assessments attributable to the Premises. However, Tenant shall pay, as additional Rent, any increase in real property taxes levied against the Premises (excluding any additional taxes that relate to the period prior to the Commencement 3 Date, is roll-back taxes)which is directly attributable to Tenant's use of the Premises, and Landlord agrees to furnish proof of such increase to Tenant 11. Insurance and Subrotatioq. IIIIIIIIIIp Tenant will provide Commercial General Liability Insurance in an aggregate amount of Landlord as an additional insured on the policy or policies. Tenant may satisfy this requirement pnate endorsement to any master policy of liability insurance Tenant may maintain. b. Landlord and Tenant hereby mutually release each other(and their successors or assigns)from liability and waive all right of recovery against the other for any loss or damage covered by their respective first party property insurance policies for all perils insured thereunder. In the event of such insured loss, neither party's insurance company shall have a subrogated claim against the other. 11 Hold Harmless. Tenant agrees to hold Landlord harmless from claims arising from the installation, use,maintenance,repair or removal of the Antenna Facilities,except for claims arising from the negligence or intentional acts of Landlord,its employees,agents or independent contractors. 13. Mces. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed given if personally delivered or mailed, certified mail, return receipt requested, or sent by overnight carrier to the following addresses: If to Landlord,to: If to Tenant,to: Bruce M And Julie A.Victor Greeley Cellular Telephone Company 6071 West 76th Ave. 1001 16th Street, Suite C-1 Westminster,CO 80003 Denver,CO 80265 Attn. Site Acquisition Department 14. Oulet Enjoyment.Title and Authority. Landlord covenants and warrants to Tenant that Landlord has full right,power and authority to execute this Lease; it has good and unencumbered title to the Premises free and clear of any liens or mortgages, except those disclosed to Tenant which will not interfere with Tenant's rights to or use of the Premises; the Premises constitute a legal lot; and execution and performance of this Lease will not violate any laws, ordinances,covenants,or the provisions of any mortgage,lease,or other agreement binding on Landlord. Landlord covenants that at all times during the term of this Lease, Tenants quiet enjoyment of the Premises or any part thereof shall not be disturbed as long as Tenant is not in default beyond any applicable grace or cure period. 15. Environmental Laws. Tenant represents and agrees that it will conduct its activities on the Property in compliance with all applicable Environmental Laws (as defined in attached Exhibit C). Landlord represents and agrees that to the best of Landlord's knowledge, it has in the past and will in the future conduct its activities on the Property in compliance with all applicable Environmental Laws and that the Property is free of Hazardous Substance (as defined in attached Exhibit C)as of the date of this Lease. Landlord shall be responsible for, and shall promptly conduct any investigation and remediation as required by any Environmental Laws or common law,of all spills or other releases of Hazardous Substance,not caused by Tenant,Tenant's agents,employees,and invitees that have occurred or which may occur on the Property. Tenant agrees to defend, indemnify and hold Landlord harmless from and against any and all claims, causes of action, demands and liability including, but not limited to, damages, costs, expenses, assessments, penalties, fines, losses,judgments and attomey's fees that Landlord may suffer due to the existence or discovery of any Hazardous 4 Substance on the Property or the migration of any Hazardous Substance to other properties or released into the environment arising from Tenants,Tenant's agents,employees and invitees activities on the Property. Landlord agrees to defend, indemnify and hold Tenant harmless from and against any and all claims, causes of action, demands and liability including, but not limited to, damages, costs, expenses, assessments, penalties, fines, losses,judgments and attomeyrs fees that Tenant may suffer due to the existence or discovery of any Hazardous Substance on the property or the migration of any Hazardous Substance to other properties or released into the .environment, that relate to or arise from Landlord's activities during this Lease and from landlords activities on the Property prior to the commencement of this Lease. The indemnifications in this section specifically include costs incurred in connection with any investigation of site conditions or any cleanup, remedial, removal or restoration work required by any governmental authority. 16. Assit nment and Subleasing. Landlord agrees that Tenant may assign or sublet this liar', and all rights, benefits, liabilities and obligations hereunder, to any person or business entity which is licensed by the FCC to operate a wireless communications business, 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 a majority or controlling interest in the ownership or assets of Tenant. Upon notification to Landlord by Tenant of any such action, Tenant shall be relieved of all future performance, liabilities and obligations under this lease. Tenant may not otherwise assign or sublet this lease without Landlord's written consent,not to be unreasonably withheld or delayed. Additionally,Tenant may, upon notice to Landlord, mortgage or grant a security interest in this Lease and the Antenna Facilities, and may assign this Lease and the Antenna Facilities to any such mortgagees or holders of security interests including their successors or assigns (hereinafter collectively referred to as "Mortgages"), provided such Mortgagees agree to be bound by the terms and provisions of this Lease. In such event, Landlord shall execute such consent to leasehold financing as may reasonably be required by Mortgagees. landlord agrees to notify Tenant and Tenant's Mortgagees simultaneously of any default by Tenant and to give Mortgagees the same right to cure any default as Tenant except that the cure period for any Mortgagee shall not be less than ten(10)days after receipt of the default notice. 17. Successors and Assts. This Lease shall rum with the Property,and shall be binding upon and inure to the benefit of the parties,their respective successors,personal representatives and assigns. 18. Waiver of Landlord's Lien. Landlord hereby waives any and all lien rights it may have, statutory or otherwise, concerning the Antenna Facilities or any portion thereof which shall be deemed personal property for the purposes of this Lease, regardless of whether or not same is deemed real or personal property under applicable laws,and Landlord gives Tenant the right to remove all or any portion of same from time to time in Tenant's sole discretion and without landlord's consent. 19. Minfallfflat a. The substantially prevailing party in any litigation arising hereunder shall be entitled to its reasonable attorneys'fees and court costs,including appeals,if any. b. Each party agrees to furnish to the other, within ten (10) days after request, such truthful estoppel information as the other may reasonably request. c. This Lease constitutes the entire agreement and understanding of the parties,and supersedes all offers, negotiations and other agreements. There are no representations or understandings of any kind not set forth herein. Any amendments to this Lease must be in writing and executed by both parties. d. If either party is represented by a real estate broker in this transaction, that party shall be fully responsible for any fee due such broker, and shall hold the other party harmless from any claims for commission by such broker. 5 • • e. Each party agrees to cooperate with the other in executing any documents (including a Memorandum of Lease) necessary to protect its rights or use of the Premises. The Memorandum of Lease may be recorded in place of this Lease, by either party. At Landlord's option, this Agreement shall be subordinate to any mortgage by Landlord which,from time to time,may encumber all or part of the Premises;provided,however,every such mortgage shall recognize the validity of the Agreement in the event of a foreclosure of Landlord's interest and also Tenant's right to remain in occupancy of and have access to the Premises as long as Tenant is not in default of the Agreement If the Property is presently encumbered by one or more mortgages, a Non-Disturbance Agreement in .recordable form may be forwarded to any mortgage holders by Tenant Landlord agrees to ea any such documentation that may be necessary to obtain a Non-Disturbance Agreement f. This Lease shall be construed in accordance with the laws of the state in which the Property is located. g. If any term of this Lease is found to be void or invalid, such invalidity shall not affect the remaining terms of this Lease,which shall continue in full force and effect h. Landlord and Tenant agree that the Premises described on Exhibit B-1 and Exhibit B-2 may be a temporary location on Landlord's property. Landlord retains the right on or after November 1, 1994 to notifr Tenant in writing to move the Antenna Facilities to a location described on Exhibit B-3. Tenant shall have nine(9) months from the date of receipt of written notification to move the Antenna Facilities. Tenant shall use this nine(9) month period to apply and receive the appropriate approvals from Weld County to relocate the Antenna Facilities. If the Appropriate approvals are not received,Tenant shall vacate Landlord's property and this Lease shall terminate. In the event the Antenna Facilities are relocated, all terms and provisions of this Lease shall apply to the revised location as it did to the initial location. 6 Signed by the parties on the Execution Date specified on page 1. LANDLORD: IJtua z.. V� '. 0 jetty- Bruce M.Victor Juh'eigt.Victor TENANT: Greeley Cellular elephone y (A• BY �� Mille Sims, (For and on behalf of McCaw Communications of Greeley,Inc.,majority general partner.) STATE OF ) Co to mac ) ss: COUNTY OF ) Len vtr On this .3?day of April, 1994, before me personally appeared Rrur. M Virtnr , known to me to be the individual described herein, who executed the within and foregoing instrument, and acknowledged that Bni r. M V i r+nr signed the same as a free and voluntary act and deed for the purposes therein mentioned. IN WITNESS.WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above written. /4I/!ML 2 • VIA.M.t; NOTARY PUBLIC My commission expires: //— / D — 9 (o STATE OF ) Colorado ) ss: COUNTY OF ) benve,r 1 On this day of April, 1994, before me personally appeared Jul it A.Victor ,known to me to be the individual described herein, who executed the within and foregoing instrument, and acknowledged that Ju Ii Q A Vic tnr signed the same as a free and voluntary act and deed for the purposes therein mentioned. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above written. P /2 . c NOTARY PUBLIC My commission expires: // - /D - / ( 7 STATE OF COLORADO) ss: COUNTY OF DENVER) On this 27 day of 2., 1994, before me personally appeared Mike Sims, known to me to be the General Manager of Cellular One, the corporation that executed the within and foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above written. NOTARY PUBLIC My commission expires: L 7—9 S.. 8 EXHIBIT A to the Site Lease Agreement dated April .3o . 1994 between Bruce M.Victor and Julie A.Victor as Landlord, and Greeley Cellular Telephone Company,as Tenant Legal Descriotioq The property is legally described as a certain parcel of land within: A parcel of land situate in the northwest quarter of Section 23,Township 2 North,Range 66 West,Weld County, Colorado. 9 • EXHIBIT B to the Site Lease Agreement dated April 3O , 1994 between Bruce M.Victor and Julie A.Victor as Landlord, and Greeley Cellular Telephone Company,as Tenant See Exhibit B-1•and B-2 'The access road shown on Exhibit B-1 is hereby revised. The access will be on an existing road off Weld County Road 18 and beginning at the SE Corner of the SW/4 Section 23 and extending North to the Antenna Facilities. 10 • • EXHIBIT C to the Site Lease Agreement dated April 30, 1994 between Bruce M.Victor and Julie A. Victor as Landlord, and Greeley Cellular Telephone Company,as Tenant Environmental Laws As used in this Lease, "Environmental Laws"means all federal,state and local environmental laws,rules,regulations,ordinances,judicial or administrative decrees,orders,decisions,authorizations or permits pertaining to the protection of human health and/or the environment, including,but not limited to,the Resource Conservation and Recovery Act,42 U.S.C. §§ 6901,g1 Bu„the Clean Air Act,42 U.S.C. §§7401,et mt.,the Federal Water Pollution Control Act, 33 U.S.C. §41251, el ga the Emergency Planning and Community Right to Know Act,42 U.S.C. §§1101,g1 „the Comprehensive Environmental Response, Compensation and Liability Act,42 U.S.C. §§ 9601,gI mis,the Toxic Substances Control Act, 15 U.S.C. §§2601,Amin the Oil Pollution Control Act, 33 U.S.C. §42701,dim, and Colorado(state laws),or any other comparable local,state or federal statute or ordinance pertaining to the environment or natural resources and all regulations pertaining thereto. This definition includes all federal, state or local land use laws dealing with environmental sensitivity including,but not limited to,laws regarding wetlands,steep slopes,aquifers,critical or sensitive areas, shorelines,fish and wildlife habitat, or historical or archeological significance. As used in this Lease, "Hazardous Substance"means any hazardous or toxic substances as defined by the Comprehensive Environmental Response, Compensation and Liability Act,as amended from time to time;any hazardous waste as defined by the Resource Conservation and Recovery Act of 1976, as amended front time to time;any and all material waste or substance defined as hazardous pursuant to any federal,state or local laws or regulations or order,and any substance which is or becomes regulated by any federal,state or local governmental authority;any oil,petroleum products and their byproducts. 11 FROM : JEFF BURNS FFN NO. : 1 303 485 540S Jan. 31 2003 12:23PM P2 Jar 30 2003 16:36 HP LASERJET 3330 p. 1 .aaon r JEFF ELRhE ra' No. ; 1 7D3 46$ Saes Jan. 2 2033 0a,43Pn P2 LAND ORD'S CONSPNT TO SUBLEASE Paragraph 16 oFthe S'e Lease Agreement dated April 30; 1994 between Bruce M, Victor and Julie A.Victor and Greet Calli:er Telephone Company, mow AT&T Wireless(horeinaier referred to as"Tenant"cr"A &T"), permits the?enact to sublet the lease only with Landlord's written cement,such consent t to be tape asorably withheld or delayed. The Landlords,Brute 1. Victor and Julie A. Victor we hereby notified that Tenant wishes to sublet the Aran 30, 994 Site Lease Agreement to Weld County by pa-mining Weld County to place comtTmnicati s equipment on the cnrrtut tower located on the leased premises, end a sannf equipment bu' ' also located on the leased prem'ses as agreed:ipon Between Tenant and Weld County. The Landlords,Bruce . Victor and Julie A. Victory hereby nate tlmt they are La Mmed of the intent of Tenant to sob t the lease a descrlbed in this consent,end Bruce M.Vigo and Julie A altar hereby consent tc the proposed sublease, so long as the sublease does not interfere with the terms and conditions fthe April 30, 1994 Agreement between Bruce:1'L Via=and Julk A.Victor and Greeley :lunar Telephone Company,now AT&T. Dated this 3044' day of .2003. Brune M.Victor Julie A.Victor State Colorado City: Greeley Cell I.D.: Ione SITE LEASE AGREEMENT THIS SITE LEASE AGREEMENT (This "Lease") is entered into this 20 day of April, 1994 ("Execution Date")between Bruce M Victor and Julie A.Victor,("Landlord"), and Greeley Cellular Telephone Company("Tenant"). 1. Premises. Subject to the following terms and conditions, Landlord leases to Tenant a portion of the real property(the "Property") described in the attached Exhibit A. Tenant's use of the Property shall be limited to that portion of the Property, together with easements for access and utilities, described and depicted in attached Exhibit B (collectively referred to hereinafter as the"Premises"). The Premises, located in the NW/4 Section 23-Township 2 North-Range 66 West, Weld County, Colorado comprising 28,900 square feet. 2. Term. The initial term of this Lease shall be five years, commencing upon the earlier of(a) written notification by Tenant to Landlord of Tenant's receipt of all Governmental Approvals, or (b) three (3) months front Execution Date of this Lease(the "Commencement Date"), and terminating at Midnight on the last day of the month in which the fifth annual anniversary of the Commencement Date shall have occurred. If Tenant shall not have obtained all Governmental Approvals on or before the date specified in 2(b) above, then Tenant shall, by notice to Landlord, have the right to cancel all rights and obligations under this lase, provided Tenant reimburses Landlord for actual, reasonable, legal or other preparatory expenses incurred to a maximum of$750.00. 3. Permitted Use. The Premises may be used by Tenant only for permitted uses, which are the transmission and reception of radio communication signals and for the construction, maintenance, repair or replacement of related facilities, towers, antennas, equipment or buildings and related activities. Tenant shall obtain, at Tenant's expense, all licenses and permits or authorizations required for Tenant's use of the Premises from all applicable government and/or regulatory entities (the "Governmental Approvals") and may (prior to or after the Commencement Date)obtain a title report,perform surveys, soils tests, and other engineering procedures or environmental investigations on,under and over the Property,necessary to determine that Tenant's use of the Premises will be compatible with Tenant's engineering specifications, system, design, operations and Governmental Approvals. Landlord agrees to reasonably cooperate with Tenant (at no cost to landlord), where required, to perform such procedures or obtain Governmental Approvals. Landlord agrees that Tenant shall have the right to immediately terminate this Lease without any penalty or liability,if Tenant notifies landlord of unacceptable results of any title report or of the survey or soils tests. Landlord also agrees that if,based on the result of any environmental investigation or inquiry, Tenant determines that the condition of the Property is unsatisfactory or if Tenant believes that leasing or continued leasing of the Premises would expose Tenant to undue risks of government action or intervention or third-party liability, Tenant may, without any penalty or liability, immediately terminate this Site Lease Agreement 4. Bat. n th ommencement Date, Tenant shall pay Landlord, as rent, the Rent shall be payable on the first day of each month, in adv o ord at ord's address spec in paragraph 13 below. b. If this Lease is terminated at a time other than on the last day of a month, Rent shall be prorated as of the date of termination for any reason other than a default by Tenant, and all prepaid Rents shall be refunded to Tenant 1 • additional consideration from Tenant Tenant a to provide Iandlo Jandlord agrees to execute a • In the eve service , .. , in full force and effect. S. Renewal. Tenant shall have the right to extend this Lease for four additional, SVe-year terms ("Renewal Term"). Each Renewal Term shall be on the same terms and conditions as set forth herein except that Rent shall be increased at the beginning of each Renewal Term by twenty percent (20%) of the rent paid over the preceding term. This Lease shall automatically renew for each successive Renewal Term unless Tenant shall notify Landlord, ii writing, of Tenant's intention not to renew this Lease, at least 60 days prior to the expiration of the term or any Renewal Term. If Tenant shall remain in possession of the Premises at the expiration of this Lease or any Renewal without a written agreement, such tenancy shall be deemed a month-to-month tenancy under the same terms and conditions of this Lease. 6. Interference. Tenant shall not use the Premises in any way which interferes with the use of the Property by Landlord,or tenants or licensees of Landlord, with rights to the Property prior in time to Tenants(subject to Tenant's rights under this Lease, including non-interference). Similarly, Landlord shall not use, nor shall Landlord permit its tenants, licensees, employees, invitees or agents to use, any portion of Landlord's properties in any way which interferes with the operations of Tenant Such interference shall be deemed a material breach by the interfering party, who shall,upon notice from the other,be responsible for terminating said interference. In the event any such interference does not cease promptly,the parties acknowledge that continuing interference may cause irreparable injury and,therefore, the injured party shall have the right,in addition to any other rights that it may have at law or in equity,to bring action to enjoin such interference or to terminate this I net immediately upon notice. 7. Improvements:Utilities:Access. a. Tenant shall have the right, at its expense, to erect and maintain on the Premises improvements,personal property and facilities, including without limitation an antenna tower and base, and any number of radio transmitting and receiving antennas, and an electronic equipment shelter(collectively the "Antenna Facilities"). Landlord's prior consent to the plans and specifications for such buildings and other improvements shall be required but shall not be unreasonably withheld or delayed and shall be deemed given as to those items listed in Exhibit B-1 and B-2 hereto. Tenant shall have the right to replace or upgrade the Antenna Facilities at any time during the term of this Lease. Tenant shall cause all construction to occur lien-free and in compliance with all applicable laws and ordinances. The Antenna Facilities shall remain the exclusive property of Tenant. Tenant shall have the right to remove the Antenna Facilities upon termination of this Lease. b. Tenant, at its expense, may use any and all appropriate means of restricting access to the Antenna Facilities, including, the construction of a fence. c. Tenant shall, at Tenant's expense, keep and maintain the Premises and all buildings and improvements now or hereafter located thereon in commercially reasonable condition and repair during the term of this Lease. Upon termination of this Lease, the Premises shall be returned to Landlord in good, usable condition with all improvements removed from the premises and the property. d. Tenant shall pay any additional utilities charges due to Tenant's use. Tenant shall have the right to install utilities, at Tenant's expense, and to improve the present utilities on the Premises (including, but not limited to the installation of emergency power generators). Landlord hereby grants limited easement to place any utilities 2 on, or to bring utilities across, the Piow.ty in order to service the Premises and the Antenna Facilities. Any utilities placement and installation shall be approved by Landlord prior to installation A e. As partial consideration for rent paid under this Lease, Landlord hereby grants Tenant an easement ('Easement") for ingress, egress, and access (including access as described in paragraph 1) to the Premises adequate to service the Premises and the Antenna Facilities at all times during the term of this psis. or any Renewal Term. Upon notice, Landlord shall have the right, at Landlord's sole expense, to relocate the Easement to Tenant, provided such new location shall not materially interfere with Tenant's operations. Any Easement provided hereunder shall have the same term as this Lease. f. Tenant shall have 24-hours-a-day, 7-days-a-week access to the Premises at all times during the term of this Lease and any Renewal Term. 8. Default. Any of the following occurrences, conditions, or acts shall be deemed a "Default" under this Lease: a. if Tenant fails to pay amounts due under this Lease within ten(10)days of when such payments are due; b. if either party fails to observe or perform its obligations (other than failure to pay Rent as set out in Paragraph a. above) under this Lease and does not cure such failure within fifteen (15) days from its receipt of written notice of breach; or such longer period as may be required to diligently complete a cure commenced within the 15-day period. 9. Termination: Except as otherwise provided herein,this Lease may be terminated,without any penalty or further liability as follows: a. upon ten (10) days' written notice by the non-defaulting party in the event of a Default (as defined above); b. upon ninety (90) days' written notice by Tenant, if Tenant is unable to obtain, maintain, or otherwise forfeits or cancels any license,permit or Governmental Approval necessary to the construction and/or operation of the Antenna Facilities or Tenants business; c. upon ninety (90) days' written notice by Tenant if the Premises are or become unacceptable under Tenant's design or engineering specifications for its Antenna Facilities or the communications system to which the Antenna Facilities belong; d. immediately upon written notice if the Premises or the Antenna Facilities are destroyed or damaged so as in Tenant's reasonable judgment to substantially and adversely affect the effective use of the Antenna Facilities. In such event, all rights and obligations of the parties shall cease as of the date of the damage or destruction, and Tenant shall be entitled to the reimbursement of any Rent prepaid by Tenant. If Tenant elects to continue this Tram% then all Rent shall abate until the Premises and/or Antenna Facilities are restored to the condition existing immrdiatrly prior to such damage or destruction; e. at the time title of the Property transfers to a condemning authority, pursuant to a taking of all or a portion of the Property sufficient to render the Premises unsuitable for Tenant's use. Tenant waives any right to pursue their own separate awards with respect to such taking. Sale of all or part of the Premises to a purchaser with the power of eminent domain in the face of the exercise of the power,shall be treated as a taking by condemnation. 10. Ta;g. Tenant shall pay any personal property taxes assessed on, or any portion of such taxes attributable to, the Antenna Facilities. Landlord shall pay when due all real property taxes and all other fees and assessments attributable to the Premises. However, Tenant shall pay, as additional Rent, any increase in real property taxes levied against the Premises (excluding any additional taxes that relate to the period prior to the Commencement 3 Date, i.e.. roll-back taxes)which is directly attributable to Tenant's use of the Premises, and Landlord agrees to finish proof of such increase to Tenant 11. Insurance and Subrottatlon. IIIIIIIMITenant will provide Commercial General Liability Insurance in an aggregate amount of Landlord as an additional insured on the policy or policies. Tenant may satisfy this requirement pnate endorsement to any master policy of liability insurance Tenant may maintain. b. Landlord and Tenant hereby mutually release each other(and their successors or assigns)from liability and waive all right of recovery against the other for any loss or damage covered by their respective first party property insurance policies for all perils insured thereunder. In the event of such insured loss, neither party's insurance company shall have a subrogated claim against the other. 1i Hold Harmless. Tenant agrees to hold Landlord harmless from claims arising from the installation, use,maintenance, repair or removal of the Antenna Facilities,except for claims arising from the negligence or intentional acts of Landlord,its employees,agents or independent contractors. 13. Aig,Ligg. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed given if personally delivered or mailed, certified mail, return receipt requested, or sent by overnight carrier to the following addresses: If to Landlord,to: If to Tenant,to: Bruce M And Julie A.Victor Greeley Cellular Telephone Company 6071 West 76th Ave. 1001 16th Street,Suite C-1 Westminster,CO 80003 Denver,CO 80265 Attn. Site Acquisition Department 14. Quid Enjoyment.Title and Authority. Landlord covenants and warrants to Tenant that Landlord has full right,power and authority to execute this Lease; it has good and unencumbered title to the Premises free and clear of any liens or mortgages, except those disclosed to Tenant which will not interfere with Tenant's rights to or use of the Premises; the Premises constitute a legal lot and execution and performance of this Lease will not violate any laws, ordinances,covenants,or the provisions of any mortgage,lease, or other agreement binding on Landlord landlord covenants that at all times during the term of this Lease, Tenant's quiet enjoyment of the Premises or any part thereof shall not be disturbed as long as Tenant is not in default beyond any applicable grace or cure period. 15. Environmental Laws. Tenant represents and agrees that it will conduct its activities on the Property in compliance with all applicable Environmental Laws (as defined in attached Exhibit C). Landlord represents and agrees that to the best of Landlord's knowledge, it has in the past and will in the future conduct its activities on the Property in compliance with all applicable Environmental Laws and that the Property is free of Hazardous Substance (as defined in attached Exhibit C)as of the date of this Lease. Landlord shall be responsible for, and shall promptly conduct any investigation and remediation as required by any Environmental Laws or common law,of all spills or other releases of Hazardous Substance, not caused by Tenant,Tenants agents,employees,and invitees that have occurred or which may occur on the Property. Tenant agrees to defend, indemnify and hold Landlord harmless from and against any and all claims, causes of action, demands and liability including, but not limited to, damages, costs, expenses, accvecrrnte, penalties, fines, losses,judgments and attorney's fees that Landlord may suffer due to the existence or discovery of any Hazardous 4 • Substance on the Property or the migration of any Hazardous Substance to other properties or released into the environment arising from Tenants,Tenant's agents,employees and invitees activities on the Property. landlord agrees to defend, indemnify and hold Tenant harmless from and against any and all claims, causes of action, demands and liability including, but not limited to, damages, costs, expenses, assessments, penalties, fines, losses,judgments and attorney's fees that Tenant may suffer due to the existence or discovery of any Hazardous Substance on the property or the migration of any Hazardous Substance to other properties or released into the .environment, that relate to or arise from Landlord's activities during this Lease and from landlords activities on the Property prior to the commencement of this Lease. The indemnifications in this section specifically include costs incurred in connection with any investigation of site conditions or any cleanup, remedial, removal or restoration work required by any governmental authority. 16. Assignment and Subleasing. Landlord agrees that Tenant may assign or sublet this lease, and all rights, benefits, liabilities and obligations hereunder, to any person or business entity which is licensed by the FCC to operate a wireless communications business, 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 a majority or controlling interest in the ownership or assets of Tenant. Upon notification to landlord by Tenant of any such action, Tenant shall be relieved of all future performance, liabilities and obligations under this lease. Tenant may not otherwise assign or sublet this lease without Landlord's written consent,not to be unreasonably withheld or delayed. Additionally, Tenant may, upon notice to Landlord, mortgage or grant a security interest in this Lease and the Antenna Facilities, and may assign this Lease and the Antenna Facilities to any such mortgagees or holders of security interests including their successors or assigns (hereinafter collectively referred to as "Mortgagees'), provided such Mortgagees agree to be bound by the terms and provisions of this Lease. In such event, Landlord shall execute such consent to leasehold financing as may reasonably be required by Mortgagees. Landlord agrees to notify Tenant and Tenant's Mortgagees simultaneously of any default by Tenant and to give Mortgagees the same right to cure any default as Tenant except that the cure period for any Mortgagee shall not be less than ten(10)days after receipt of the default notice. 17. Successors and Maims. This Lease shall run with the Property,and shall be binding upon and inure to the benefit of the parties,their respective successors,personal representatives and assigns. 18. Waiver of Landlord's Lien. Landlord hereby waives any and all lien rights it may have, statutory or otherwise, concerning the Antenna Facilities or any portion thereof which shall be deemed personal property for the purposes of this Lease, regardless of whether or not same is deemed real or personal property under applicable laws,and Landlord gives Tenant the right to remove all or any portion of same from time to time in Tenant's sole discretion and without landlord's consent 19. Miscellaneous: a. The substantially prevailing party in any litigation arising hereunder shall be entitled to its reasonable attorneys'fees and court costs,including appeals,if any. b. Each party agrees to furnish to the other, within ten (10) days after request, such truthful estoppel information as the other may reasonably request. c. This Lease constitutes the entire agreement and understanding of the parties, and supersedes all offers, negotiations and other agreements. There are no representations or understandings of any kind not set forth herein. Any amendments to this Lease must be in writing and executed by both parties. d. If either party is represented by a real estate broker in this transaction,that party shall be fully responsible for any fee due such broker, and shall hold the other party harmless from any claims for commission by such broker. 5 e. Each party agrees to cooperate with the other in executing any documents (including a Memorandum of Lease) necessary to protect its rights or use of the Premises. The Memorandum of Lease may be recorded in place of this Lease, by either party. At landlord's option, this Agreement shall be subordinate to any mortgage by Landlord which,from time to time,may encumber all or part of the Premises;provided,however,every such mortgage shall recognize the validity of the Agreement in the event of a foreclosure of landlord's interest and also Tenant's right to remain in occupancy of and have access to the Premises as long as Tenant is not in default of the Agreement. If the Property is presently encumbered by one or more mortgages, a Non-Disturbance Agreement in .recordable form may be forwarded to any mortgage holders by Tenant. Landlord agrees to execute any such documentation that may be necessary to obtain a Non-Disturbance Agreement. £ This Lease shall be construed in accordance with the laws of the state in which the Property is located. g. If any term of this Lease is found to be void or invalid, such invalidity shall not affect the remaining terms of this Lease,which shall continue in full force and effect. h. Landlord and Tenant agree that the Premises described on Exhibit B-1 and Exhibit B-2 may be a temporary location on Landlord's property. Landlord retains the right on or after November 1, 1994 to notify Tenant in writing to move the Antenna Facilities to a location described on Exhibit B-3. Tenant shall have nine(9) months from the date of receipt of written notification to move the Antenna Facilities. Tenant shall use this nine(9) month period to apply and receive the appropriate approvals from Weld County to relocate the Antenna Facilities. If the Appropriate approvals are not received,Tenant shall vacate Landlord's property and this Lease shall terminate. In the event the Antenna Facilities are relocated, all terms and provisions of this Lease shall apply to the revised location as it did to the initial location. 6 Signed by the parties on the Execution Date specified on page 1. • LANDLORD: (Jflutti Vth. v'AtrL Bruce M.Victor Juli y Victor TENANT: Greeley Cellular elephone (A sy Cr Sims, (For and on behalf of McCaw Communications of Greeley,Inc.,majority general partner.) STATE OF ) Co to raclo ) ss: COUNTY OF ) ben,rer On this .3 day of April, 1994, before me personally appeared Srur. M Victor , known to me to be the individual described herein, who executed the within and foregoing instillment, and acknowledged that Pru r 1 M V i r inr signed the same as a free and voluntary act and deed for the purposes therein mentioned. MI WITNESS.WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above written. ��j�,, � �� /�, ', � . 4/IA / 2 • S�IAAA t; NOTARY PUBLIC My commission expires: //- 10 — 9 Co STATE OF ) Colorado ) ss: COUNTY OF ) henvtr On this Q day of April, 1994, before me personally appeared Julie A. Vi cfor ,mown to me to be the individual described herein, who executed the within and foregoing instrument, and acknowledged that J u_I i rz A Vr r for signed the same as a free and voluntary act and deed for the purposes therein mentioned. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above written. ,?L- 2 . C NOTARY PUBLIC My commission expires: // — /0 ' �o 7 STATE OF COLORADO) ) ss: COUNTY OF DENVER) On this Z1 day ofd, 1994, before me personally appeared Mike Sims, known to me to be the General Manager of Cellular One, the corporation that executed the within and foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above written. • di cu a� /11-411.474-• NOTARY PUBLIC My commission expires: Z- 7- 9 S 8 EXHIBIT A to the Site Lease Agreement dated April 30 , 1994 between Bruce M.Victor and Julie A.Victor as Landlord, and Greeley Cellular Telephone Company,as Tenant Legal Description The property is legally described as a certain parcel of land within: A parcel of land situate in the northwest quarter of Section 23,Township 2 North,Range 66 West,Weld County, Colorado. 9 • EXHIBIT B to the Site Lease Agreement dated April 3O , 1994 between Bruce M.Victor and Julie A.Victor as Landlord, and Greeley Cellular Telephone Company,as Tenant See Exhibit B-P and B-2 'The access road shown on Exhibit B-1 is hereby revised. The access will be on an existing road off Weld County Road 18 and beginning at the SE Corner of the SW/4 Section 23 and extending North to the Antenna Facilities. 10 . • • • EXHIBIT C to the Site Lease Agreement dated April 30, 1994 between Bruce M.Victor and Julie A. Victor as Landlord, and Greeley Cellular Telephone Company,as Tenant Environmental Laws As used in this Lease, "Environmental Laws"means all federal,state and local environmental laws,rules,regulations,ordinances,judicial or administrative decrees,orders,decisions, authorizations or permits pertaining to the protection of human health and/or the environment, including,but not limited to,the Resource Conservation and Recovery Act,42 U.S.C. §¢6901,gt „the Clean Air Act,42 U.S.C. §§7401,gl ggq„the Federal Water Pollution Control Act, 33 U.S.C. §§1251,gl mit,the Emergency Planning and Community Right to Know Act,42 U.S.C. §¢1101,gl sea..the Comprehensive Environmental Response, Compensation and Liability Act,42 U.S.C. §¢ 9601,gl Ea,the Toxic Substances Control Act, 15 U.S.C. §¢2601,gj sgy,,,the Oil Pollution Control Act,33 U.S.C. 442701,el sgg„and Colorado(state laws),or any other comparable local,state or federal statute or ordinance pertaining to the environment or natural resources and all regulations pertaining thereto. This definition includes all federal, state or local land use laws dealing with environmental sensitivity including,but not limited to, laws regarding wetlands, steep slopes, aquifers,critical or sensitive areas, shorelines,fish and wildlife habitat,or historical or archeological significance. As used in this Lease, "Hazardous Substance"means any hazardous or toxic substances as defined by the Comprehensive Environmental Response, Compensation and Liability Act,as amended from time to time;any hazardous waste as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time;any and all material waste or substance defined as hazardous pursuant to any federal,state or local laws or regulations or order; and any substance which is or becomes regulated by any federal, state or local governmental authority;any oil,petroleum products and their byproducts. 11 EXHIBIT D WIRELESS COMMUNICATIONS USERS OF SITE//l to the agreement dated 4a, Z1, 2003, by and between AT&T Wireless Services of Colorado, LLC, a Delaware limited liability company, d/b/a AT&T Wireless, by AT&T Wireless Services, Inc., a Delaware corporation, its member as Sublessor, and, Weld County, Colorado, as Subtenant. AT&T Wireless Services of Colorado, LLC, a Delaware limited liability company, d/b/a AT&T Wireless, by AT&T Wireless Services, Inc., a Delaware corporation, its member 15 EXHIBIT E OWNER'S CONSENT to the agreement dated Ank 4S ,2003 by and between AT&T Wireless Services of Colorado, LLC, a Delaware limited liability company, d/b/a AT&T Wireless,by AT&T Wireless Services, Inc., a Delaware corporation, its member as Sublessor, and, Weld County, Colorado, as Subtenant. Copy of Owner's consent attached hereto. 16 FROM : JEFF BURNS FAX NO. : 1 303 485 540S Jan. 31 2003 12:23PM P2 Jar 30 2003 16:36 HP LASERJET 3300 p. t .FROM r SEFr & semi; rno NO. : 4 303 46` 6405 Ian. 2 2003 04'43PM P2 LAND ORT]'S CONSENT TO SUBLEASt Paragraph 16 oFthe S'a Lease Agreement dated April 30, 1994 between Bruce M. Victor and Julie A.Victor end Creel Gender Telephone Company,:tow AT&T Wireless(hereinajer referred to as"Tenant"or"A &T'9, permits the Tenant to sublet the lease only with Landlords written consent, such consent t tc be unrc'tenabiy withheld or delayed. The Landlords,Bruce 1, Victor nod Julie A. victor we hereby notified that T;.nent wishes to sublet the April 30, 994 Site Lease Agreement to Weld Cry by per^.tixing Weld County to place corntrwnkttt' s equipment on the eurratt tower located on the leased premises, and a stun equipment buildin also located on the leased premises as Agreed upon Seiween Tenant and Weld County. The Landlords,Bruce . Victor and Jugs A.Victor,hereby nate that they are Wormed of the intent of Tenant to sub the lease as described in this consent,and Bruce M.Victor sat Julie A Vi: or hereby consent to the proposed sublease,so long as the sublease does not interfere with the terns and conditions fthe April 30, 1494 Agreement between Bruce M Victor and Julie A.Victor end Greeley 'duke Telephone Company,now AT&T. Dated this 30' day of .2003. Brian M.ratter Julie A.Victor Hello