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RES 2006-016
RESOLUTION NO. 2006-16 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF GRAPEVINE, TEXAS TO ENTER INTO A JOINT TOWER & GROUND LEASE AGREEMENT WITH GRAPEVINE- COLLEYVILLE INDEPENDENT SCHOOL DISTRICT AND METRO PCS FOR THE COLLOCATION OF ANTENNAE AND THE INSTALLATION OF COMMUNICATIONS EQUIPMENT AND PROVIDING AN EFFECTIVE DATE WHEREAS, the City of Grapevine and the Grapevine-Colleyville Independent School District (G.C.I.S.D.) [hereinafter referred to as "Landlord"] and Metro PCS, [hereinafter referred to as "Tenant"] desire to enter into a Joint Tower/Ground Lease Agreement; and WHEREAS, the City of Grapevine administratively approved a site plan on March 1, 2006, to allow the Tenant to collocate antennae and communications equipment at the tower site; and WHEREAS, the Board of Trustees of the G.C.I.S.D. approved the terms of the Tower/Ground Lease on February 27, 2006; and WHEREAS, the Tower/Ground Lease is attached hereto as Exhibit A. NOW, THEREFORE, be it resolved by the City Council of the City of Grapevine, Texas: Section 1. That all matters stated in the above preamble are true and correct and are incorporated herein as if copied in their entirety. Section 2. The City Manager is hereby authorized to enter into said Tower/Ground Lease Agreement as attached as Exhibit "A". Section 3. That this resolution shall take effect from and after the date of its passage. PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF GRAPEVINE, TEXAS on this the 7th day of March, 2006. APPROVED: William D. Tate Mayor ATTEST: / - �.- A LIdIi Linda Huff City Secretary APPROVED AS TO FORM: 77, __;AM John F. Boyle, Jr. City Attorney RES. NO. 2006-16 2 EXHIBIT—a. TO egs D - I(, Page 1 of - D GROUND AND TOWER LEASE AGREEMENT THIS GROUND AND TOWER LEASE AGREEMENT ("Lease"), is entered into as of this day of , 2006, by and between The City of Grapevine, Texas ("GRAPEVINE"), a home rule municipal corporation, incorporated under Article XI, Section 5 of the Constitution of the State of Texas and Grapevine-Colleyville Independent School District ("GCISD"), and metroPCS Texas, Operating Company, LLC and being a Limited Liability Company organized and existing under the laws of the Delaware, and authorized to do business in Texas, with its principal place of business at 8144 Walnut Hill Lane, Suite 800, Dallas, Texas 75231 ("TENANT"). In consideration of the premises and of the mutual obligations and agreements in this Lease, the parties agree as follows: in consideration of the premises and of the mutual obligations and agreements in this Lease, the parties agree as follows: THE LEASED SITE A. GCISD is the titleholder of that certain real property commonly known as 3050 Mustang Drive, City of Grapevine, County of Tarrant, State of Texas,and GRAPEVINE is the lessee of said property ("OWNERS' Property"), which is described on the attached Exhibit"A" ("OWNER'S Property"). B. TENANT hereby desires to lease a portion of OWNER'S Property and a certain portion of the tower ("Tower") located on OWNERS' Property (the "Leased Site"), together with obtaining a right of access and a right to install utilities on the Leased Site. The Leased Site which is the subject of this Lease is located within OWNERS' Property, is approximately 140 square feet, and is situated substantially as shown on the attached Exhibit "B" and with respect to the space on the Tower, its location and orientation are set forth on the attached Exhibit "C". TENANT shall have the right to run cables, wires, conduits and pipes under, over and across OWNERS' Property to connect TENANT's equipment on the Tower to its equipment in its facility located on the Leased Site, subject to the approval of GRAPEVINE and GCISD as provided for in Section 4.A. of this Lease. GRAPEVINE hereby grants to Tenant the right to use OWNERS' Property when Tenant is constructing, operating, removing, replacing, servicing, securing, or maintaining its communications facility, subject to the terms and conditions contained herein. 2. LEASE AND EASEMENT GRAPEVINE and GCISD lease the Leased Site to TENANT and agree that Tenant shall have access to the Leased Site for the purposes of constructing, installing, operating and maintaining the communications facility, and to install, remove, replace, and maintain utility cables, conduits and pipes, and during the continuation of this agreement, and any renewals thereof, ingress and egress is hereby granted to Tenant seven (7) days a week, twenty-four (24) hours a day. It is agreed, however, that only authorized engineers, employees, or properly authorized contractors, subcontractors, agents of Tenant or GRAPEVINE AND GCISD, FCC inspectors, or persons under their direct supervision, will be permitted to enter the Leased Site. 3. TERM AND RENT A. The initial term of this Lease ('the Initial Term") shall be five years and shall commence on the date first noted above. TENANT shall pay GRAPEVINE and GCISD each the sum of Fifteen Thousand Five Hundred Dollars ($15,500) as rental for each year of the initial Term (the "Rent"). The first annual payment of Rent (the "Initial Payment") shall be payable on the Commencement Date. Subsequent annual payments of Rent shall be payable on or before the anniversary date of the Lease of each year. All payments due under this Agreement shall be sent to GRAPEVINE's address indicated under Section 12 below, to the attention of the City Managers and, to GCISD at the address indicated under Section 12 below, to the attention of Chief Operations Officer. EXHIBIT .a.~----- ' � - . m� �� �� pmge ` u~� �, ' ^ B.Thereafter, unless any party advises the other parties in writing not less than ninety (90) days prior to ~~~ the expiration of the Initial Term or any extension period that it does not desire additional extensions, this Lease shall automatically renew and extend for up to four (4) additional five (5) year extension periods, each beginning upon the expiration of the term then in effect. C.The Annual Rent for each extension period (after the Initial Term) shall be the Annual Rent in effect for the final year of the prior extension period, increased by either fifteen percent (15%) or the percentage increase in the Consumer Price Index (CPI) over the previous five year period, whichever is greater. D.Should this Lease still be in effect at the conclusion of all of the extension periods provided for hmva\n, this Lease shall continue in effect on the sam e terms and conditions [other than Annual Rent w hich shall be an amount equal to the one twelfth (1/12) of the Annual Rent in effect for the preceding year, increased by fifty percent (5096)l for a further period of one (1) month, and for like monthly periods theromfter, until and unless terminated by either party by giving to the other written notice of its intention to so terminate at least thirty (30)days before the expiration of the term then in effect. E. TENANT hereby agrees to supply GRAPEVINE AND GCISD a security deposit in the amount of Five Thousand Dollars /$5.000.00\. for the sole purpose of assuring TENANT's payment of all sums that may become due to GRAPEVINE AND GCISD under this Lease (including without |)rnitaUon, any and all Ront), as well as the performance of all obligations under this Lease. In the event that TENANT fails either to pay GRAPEVINE AND GCISD any sum of money due under this Lease or to perform any obligation required of TENANT under this Lease, GRAPEVINE AND GCISD shall provide TENANT written notice of such failure, together with sufficient documentation of the amount that is due or the obligation that needs to be performed (the "Late Notice"). If TENANT has not paid the sum within ten (10) dnyo, or performed the obligation within thirty (30) dayn, after the date of the Late NoUon, GRAPEVINE AND GCISD may access the security deposit. GCISD and GRAPEVINE shall each hold one-half of the security deposit without ^- - obligation or liability for payment of interest and neither shall be required to keep the security deposit separate from their general funds. Any appropriation by GCISD or GRAPEVINE of the security deposit in accordance with this Section shall be without prejudice to any other remedy which GCISD or GRAPEVINE may have at |avv, in equity, or under this Lease. Within five (5) days after any appropriation of the security depooit. TENANT shall deposit cash with GCISD and GRAPEV|NE, as the case may be, in an amount sufficient to restore the security deposit to the sum required under this Section. Should TENANT faithfully perform all of its obligations under this Lnaoe, the security deposit, or any balance thereof remaining shall be returned to TENANT within thirty (30) days after the expiration or earlier termination of this Lease, or as otherwise prescribed by law. 4. USE OF THE LEASED SITE A.TENANT may use the Leased Site to construct, oparata, nannuve, rep|mne, eervioe, mointain, secure and operate a communications facility, including, without limitation, required TENANT antenna array (as shown on Exhibit "C") and antenna support structures, and for any other uses incidental thereto. TENANT shall construct a gated, wooden fence with associated landscaping around the Leased Site (as shown on Exhibit ^D^, subject to GRAPEVINE AND GCISD's mpprove|, said approval not to be unreasonably withheld. Each such antenna array or antenna support structure may be configured as requested by TENANT from time to time, provided TENANT obtoina, pursuant to sub-paragraph 8, all permits and approvals required by applicable jurisdictions for such requested configuration. GRAPEVINE AND GCISD shall have the right to approve plans for any improvennentm, including any fence or antennae arnay, installed by TENANT on the Leased Sito, such approval not to be unreasonably withheld; provided that GRAPEVINE AND GCISD must notify TENANT of its approval or disapproval of any such plans within thirty (30) days after the submission of such plans by TENANT to GRAPEVINE AND GC|GD, and in the event that GRAPEVINE AND GCISD fails to so notify TENANT, that party shall be deemed to have approved such plans. GRAPEVINE AND GCISD shall be notified in writing about any scheduled construction times and m jor repair times unless an emergency exists. NOW 2 Page of (1) TENANT covenants and agrees that Tenants equipment, its installation, operaUon, and maintenance will not interfere with the operation of existing radio or electronic equipment at the Leased 8he, nor the operation of the elevated water storage facility located on OWNERS' Property described in Exhibit ^A^ +-� herein. (2) TENANT shall coordinate with GRAPEVINE AND GCISD and all existing operators of radio equipment at the Tower to insure that TENANT's frequencies and antenna location will be compatible with equipment existing at the Leased Site on the effective date of this A greement. (3) In the event there is harmful interference to the existing radio or electronic equipment on Owner's Property TENANT shall promptly make all reasonable efforts to eliminate any harmful intarfononne, if caused by TENANT's equipment, within ten (10) days after notice from (3CO|O. GRAPEVINE or such other operator to TENANT advising of the interference. (4) If said interference to said existing operator cannot be eliminated within thirty (30) days, TENANT shall suspend operations (transmissions) at the site while the interference problems are studied arid a means is found to mitigate them. (5) If said interference cannot be eliminated, then TENANT sho||, without further penalty or |iabi|ity, terminate this Lease upon immediate notice to GRAPEVINE AND GCISD and within thirty days remove its equipment sho|ter, antenna facilities, concrete pada, cab|ao, generators, fences, and any other TENANT-owned equipment from the Leased Site. (6) If any interference occurs to GRAPEV|NE'a. GC|8D'n, or any public safety tranamiooiona, whether existing or subsequent as long as GRAPEVINE and GCISD are operating in compliance with applicable |mvva, and is caused by TENANT. TENANT will immediately cease all operations until the ~ interference is cured. �— (7) From time to time GRAPEVINE AND GCISD may grant to other entities the right to operate communications facilities at the Tower and/or the right to install antennas in connection with the operation of such facilities or other communications facilities; pvovided, however that the operation of such facilities and antennas by other occupants shall be required to comply with all of the requirements contained herein relative to TENANT'S equipment. TENANT further agrees that it will comply with all applicable rules and regulations of the Federal Communications Commisnion, and electrical codes of the City and/or State. Under this Lease, GCISD and GRAPEVINE assume no responsibility for the ||oens|ng, operations and/or maintenance of Tenant's equipment. TENANT'S right to use the Tower shall not interfere with GRAPEVINE's superior right to use the same as an integral part of the City's water system. (8) GRAPEVINE AND GCISD acknowledges that TENANT's ability to use the Leased Site for its intended purposes is contingent upon TENANT's obtaining and nneintaining, both before and after the Commencement Dete, all of the certificates, permits, licenses and other approvals (collectively, "Governmental Approvals") that may be required by any fedens|, state or local authority for the foregoing uses and improvements to the Leased Site desired by TENANT. GRAPEVINE and GCSID shall cooperate with TENANT in TENANT's efforts to obtain such Governmental Approvals and shall take no action that would adversely affect TENANT's obtaining or maintaining such Governmental Approvals. Should GRAPEVINE AND GCISD be notified or cited by any State or Federal regulatory agency that OWNERS' Property is not in compliance with said agencies regulations due to TENANT's installation of improvements under this Lease, GRAPEVINE AND GCISD will immediately notify TENANT of said non-compliance and if TENANT does not cure the conditions of non-compliance within the time frame allowed by the citing agency, GRAPEVINE AND GCISD may terminate this Lease. 3 Page Pt of 18 5. TERMINATION A. In the event any application for certificate, permits, licenses or other approvals will be too oosUy, time consuming or there is a reasonable likelihood that said application will be rejected in the opinion of TENANT or any certificate, permit, license, or approval issued to TENANT is oonoe|ed, expires or lapses or is otherwise withdrawn or terminated by governmental authority or soil boring tests and/or environmental studies are found to be unsatisfactory so that TENANT, in its sole discretion determines that it will be unable to use the Leased Site for the purposes set forth hen*in. TENANT shall have the right to terminate this Lease. Prior written notification to GRAPEVINE AND GCISD of TENANT'S intent to exercise its right to terminate this Lease shall be by certified nnei/, return receipt raquested, and shall be effective upon receipt of such notice by GRAPEVINE AND GCISD as evidenced by the return receipt. Any Annual Rent paid to such termination date shall be retained by GRAPEVINE AND GCISD. B. In addition, and provided that TENANT is not then in default under this Lenoe. TENANT may, during the Initial Term or any extension periVd, upon ninety (90) days written notice to GRAPEVINE AND GCISD, terminate and cancel this Lease if TENANT determines that the Leased Site has become unsuitable for TENANT's operations, upon payment in cash to GRAPEVINE AND GCISD of a termination fee equal to six (6) months' rent at the rate then in effect. This Lease may be terminated by any party upon forty-five (45) days' prior written notice to the other party upon a default of any material covenant or term hereof by the other party which is not cured within forty-five (45) days of receipt of written notice of default; or, if such default is not curable within forty-five (45) dayn, if the defaulting party fails to commence such cure within forty-five (45) days or fails thereafter diligently to prosecute such cure to completion; provided that the grace period for any monetary default shall be ten (10) days from receipt of notice. G. ASSIGNMENT AND SUBLETTING A. Except to a "Partner Company", "Affiliate" or "Subsidiary" of TENANT or an "Affiliate" or "Subsidiary" ~-^ of a "Partner Company" of TENANT (as defined be\ovv), and other than a mortgage or pledge of TENANT's interest in this Lease to its lender as security for a loan. TENANT shall not assign this Lease, or allow it to ~�^ be ooeigned, in whole or in port, by operation of law or othenmine, or sublet the Leased Site or any part thereof without the prior written consent of GRAPEVINE AND GCISD. In the event of an omoignnnent, oub|et, mortgage or pledge thet, pursuant to the preceding oentence, does not require TENANT to first secure the consent of GRAPEVEINE AND GC|SD. TENENAT WILL nevertheless give written notice of such aunignment, sub|et, mortgage or pledge within ten (10) days after its effective date. GRAPEVINE AND GCISD's consent to an assignment or sublease shall be deemed given if GRAPEVINE AND GCISD do not respond to TENANT's request within thirty (30) days after GRAPEVINE AND GCISD's receipt of such request. It is specifically agreed and underotood, however, that TENANT shall at no time be permitted to sublet any portion of the Leased Site or assign any portion of this Lease to another common carrier for collocating purposes. B. Each of the partners of TENANT is a Partner Company. An Affiliate of an entity is any entity fifty-one percent (51%) or more of the ownership of which is owned, directly or indirectly, by such entity or under common ownership with such entity. A Subsidiary of an entity is any entity eighty percent (8096) or more of the ownership of which is owned by such entity. C. No consent by GRAPEVINE AND GCISD to any assignment or sublease by TENANT shall relieve TENANT of any obligation to be performed by TENANT under this Loaoe, whether arising before or after the assignment or sublease. The consent by GRAPEVINE AND GCISD to any assignment or sublease shall not relieve TENANT from the obligation to obtain GRAPEVINE AND GCISD's express written consent to any other assignment or sublease. Any assignee or sublessee must agree in writing to be bound by the terms of this Lease. ~~~ D. Any sale or other transfer, including by conoo|idaUon, merger or naorgan|zotion, of a majority of the voting stock of TENANT, if TENANT is a corpnnation, or any sale or other transfer of a majority in interest ��� ���� d_ ���k��� � eels.-2-(36�,,,^^"�", ~~~~~-� ` �� ' �� K� Page .� �� .= � (whether of profits, /oon*o, capital or voting power) or a majority of the persons comprising the managers of the partnership, if TENANT is a partnership, shall be an assignm ent for purposes of this Paragraph 6. ~~� 7. EQUIPMENT AVAILABILITY GRAPEVINE AND GCISD need the ability to temporarily remove any equipment or facilities in order to maintain the Tower on the Leased Site. Cost to remove any TENANT equipment or facilities would be borne by TENANT. TENANT shall perform removal of TENANT'S equipment on ninety- (90) day's prior written notice from GRAPEVINE or GCISD. Reattachment of TENANT'S facilities or equipment shall be by TENANT on notice from GRAPEVINE or GCISD that the maintanance, which necessitated the equipment or facilities removal, has been completed. TENANT must notify GRAPEVINE and GCISD prior to entering the Tower or climbing or scaling the Tower. TENANT will not be provided unattended access to the leased site. GRAPEVINE and GCISD will provide TENANT with a contact person to ensure that TENANT has twenty-four hours, seven days a week, access to the Leased Site. During any period of GRAPEVINE's and GCISD's maintenance that requires the removal of TENANT'S equipment or facilities, GRAPEVINE AND GCISD shall allow TENANT to place a portable mounted antenna, a.k.a. "Cell On Wheels" (COW), on OWNERS' Property in order for TENANT to provide continuous wireless telecommunications service. There shall be no additional fee or rental due GRAPEVINE AND GCISD for this temporary placement. A Special Use Permit may be required to place this temporary equipment on this site. Only officials with the F.C.C. and qualified and adequately insured ogmnte, contractors or persons under TENANT'S direct supervision will be permitted to climb or scale the Tower or to install or remove TENANT'S equipment or facilities from the Tower. GRAPEVINE AND GCISD retain the right to permit their own employees and agents and employees and agents of subsequent users of the Tovvmr, to climb or scale the Tower for all purposes that do not interfere with TENANT'S use of the Tovver, and so long as such subsequent user complies with the terms of this Lease. �� 8. INDEMNIFICATION AND INSURANCE A. TENANT hereby agrees to indemnifv, dehand, and hold GRAPEVINE AND GC|SD, its uffioia|s, emp|oyeee, and agents harmless from and against any and all claims of liability for personal injury, bodily injury, death or property damage, including attorney's faea, to the extent that they result from or arise out of (i) the acts or omissions of TENANT, its agents and employees in, on or about the Tower and/or the Leased 3iba, excepting hovvever, such claims or damages to the extent due to or caused by the acts or omissions of GRAPEVINE AND GC|8D, its employees or agents, (ii) TENANT's breach of any term or condition of this Lease on TENANT's part to be observed or performed and/or (iii) TENANT'S action or inaction relative to this Lease. B. TENANT shall provide GRAPEVINE AND GCISD with a certificate of insurance issued by an insurance company licensed to do business in Texas indicating that TENANT carries commercial general liability insurance with limits of liability thereunder of not less than $5 million combined single limit for personal injury, bodily in]ury, or property damage together with an endorsement for contractual liability. Such shall name GRAPEVINE AND GCISD as an additional insured with respect to the Leased Site. TENANT will provide GRAPEVINE AND GCISD with a renewal certificate within ten (10) business days of GRAPEVINE AND GCISD's written request for such certificate. Any insurance required to be provided by TENANT under this Paragraph 8 may be provided by a blanket insurance policy covering the Leased Site and other locations of TENANT, provided such blanket insurance policy complies with all of the other requirements of this Lease with respect to the type and amount of insurance required. ~-~ u�1 � ���� 061 Page of� �^ ~�. ^ ' �� C. TENANT shall carry comprehensive auto insurance covering Tenant and the additional insured against all claims for injuries to members of the public and damage to property of others arising from the ~�~ use of motor vehin|en, and shall cover operation on and off the Leased Site of all motor vehicles licensed for highway uoo, whether they are ownod, non-owned, or hired. The liability coverage shall not be less than $1 million combined single limit for bodily injury and property damage. S. UTILITIES TENANT shall be responsible directly to the serving entities for all utilities required by TENANT's use of the Leased Site, however, GRAPEVINE AND GCISD agree to cooperate with TENANT in its efforts to obtain utilities from any location provided by GRAPEVINE or the servicing utility. TENANT will install an electric meter for its utility services and TENANT shall pay all costs related to said electric service. 10. RIGHTS TO EQUIPMENT; CONDITION ON SURRENDER Subject to the statutory lien of GCISD and GRAPEVINE for TENANT's failure to pay rnnt. TENANT's antennas and equipment shall remain personal to and the property of TENANT. Provided TENANT is not in default at the Unne, at the termination or expiration of this Loaue. TENANT shall remove its antennas and/or equipment. TENANT U\ shall repair any damage caused by such nynnovo|. (ii) with respect to any land leased shall remove all of its equipment, and (iii) shall otherwise surrender the Leased Site at the expiration of the term (as the same may have been extended or the earlier termination thereof) in good condition and at a minimum, as nearly as is reasonably possible to its condition at the time of the execution of this Leane, ordinary wear and tear excepted. At the end of this Leoaa. TENANT may offer to sell its antennas and/or equipment to GRAPEVINE AND GCISD. 11. TENANT DEFAULTS A. The occurrence of any one or more of the following events shall constitute an ''Event of Default" hereunder by TENANT: (1) The failure by TENANT to make any payment of rent or any other payment required to be made by TENANT hereunder, as and when due, where such failure shall continue for a period of ten (10) days after written notice thereof is received by TENANT from GRAPEVINE AND GCISD. (2) The failure by TENANT to observe or perform any of the covenants or provisions of this Lease to be observed or performed by TENANT, other than as specified in Paragraph 11.A. (1), where such failure shall continue for a period of thirty (30) days after written notice thereof is received by TENANT from GRAPEVINE AND GCISD; provided, however, that it shall not be deemed an Event of Default by TENANT if TENANT shall commence to cure such failure within said thirty (30) day period and thereafter diligently prosecutes such cure to completion. B. If there occurs an Event of Default by TEN/\NT, in addition to any other remedies available to GRAPEVINE AND GCISD at law or in equity, GRAPEVINE AND GCISD shall have option to terminate this Lease and all rights of TENANT hereunder. C. If there occurs an Event of Default by TENANT, GRAPEVINE AND GCISD shall not have the right, prior to the termination of this Leaue, to re-enter the Leased Site and/or remove persons or property from the Leased Site or the Tower. D. In an Event of Oehau|t, which is not cured under Paragraph 11 herein, TENANT shall have an additional thirty (30) days from the effective date of termination to remove all of TENANT's equipment from the Leased Site. 6 T�� 6 = 2»m�t m Page of 12. NOTICES All notices hereunder must be in writing and, unless otherwise provided hanain, shall be deemed validly given if sent by certified moi|, return receipt naquentod, addressed as follows (or to any other mailing address which the party to be notified may designate to the other party by such notice) or as otherwise provided under applicable state law. Notice by any other method (whether by hand-delivery, overnight delivery aervioa, or otherwise) shall only be deemed effective upon receipt by the intended recipient. Should GRAPEVINE AND GCISD or TENANT have a change of address, the other party shall immediately be notified as provided in this Paragraph of such change. Unless GRAPEVINE AND GCISD otherwise specifies in writing, rent checks from TENANT shall be sent to the person listed be/ovvtovvhonn notices are sent. TENANT: medmPCG Texas Attn: Property Manager 8144 Walnut Hill Lane, Suite 800 Dallas, Texas 75231 Telephone Number: 214.265.2550 Facsimile Number: 214.265.2570 With Copy to: metroPCS Texas 6501 Windcrest Plano, Texas 75O24 OWNERS: The City of GRAPEVINE, Texas, a municipal corporation Attn: Office of the City Manager Address: P.O. Box 95104 GRAPEVINE, Texas 76099 Telephone Number: 817.410.3105 Facsimile Number: 817.410.3002 GRAPEVINE COLLEYVILLE INDEPENDENT SCHOOL DISTRICT Attn: Chief Operations Officer Address: 3051 Ira E. Woods Ave. Grapevine, Texas 76051-3897 Telephone Number: (817) 251.5560 Facsimile Number: (817) 481.4162 With a copy to: Boyle & Lmwry, L.L.P. Jim Whitton Attn: L. Stanton Lowry Brackett& Ellis PC 4201 VVingnen, 8uite 108 100 Main Street Irving, Texas 75062 Fort Worth, Texas 76102 Telephone Number:972.650.7100 017.338.1700 Facsimile Number: 872.050.7105 817.870.2205 �.� 7 EXH1131T 12473712--. Page 13. SALE OR TRANSFER BY GRAPEVINE Should GRAPEVINE or GCISD, at any time during the term of this Lease, sell, lease, transfer or otherwise convey all or any part of OWNERS' Property to any transferee other than TENANT, then such transfer shall be under and subject to this Lease and all of TENANT's rights hereunder. 14. HAZARDOUS SUBSTANCES A. GRAPEVINE AND GCISD warrant and agree that to their knowledge, neither GRAPEVINE AND GCISD nor any third party has used, generated, stored or disposed of, or permitted the use, generation, storage or disposal of, any Hazardous Material (as defined in Paragraph 14.B.) on, under, about or within OWNERS' Property in violation of any law or regulation. GRAPEVINE AND GCISD and TENANT each agree that they will not use, generate, store or dispose of any Hazardous Material (as defined in Paragraph 14.B.) on, under, about or within OWNERS' Property in violation of any applicable law or regulation. TENANT agrees that it will conduct all of its operations and activities on the Leased Site in compliance with all applicable environmental laws. B. TENANT agrees to defend and indemnify, to the extent allowed by law, GRAPEVINE and GCISD'S elected officials, officers, partners, affiliates, agents and employees against any and all losses, liabilities, claims and/or costs (including reasonable attorneys' fees and costs) arising from any breach of any warranty or agreement by TENANT contained in Paragraph 14.A. As used in Paragraph 14.A., "Hazardous Material" shall mean any substance, chemical or waste identified as hazardous, toxic or dangerous in any applicable federal, state or local law or regulation (including petroleum and asbestos). 15. CONDEMNATION A. In the event the whole of OWNERS' Property, including without limitation the Leased Site and the Tower, shall be taken or condemned, either temporarily or permanently, for public purposes, or sold to a condemning authority under threat of condemnation to prevent taking, then this Lease shall forthwith automatically cease and terminate. B. GRAPEVINE AND GCISD shall receive the entire condemnation award for land, the Tower and such other improvements as are paid for by GRAPEVINE AND GCISD, and TENANT hereby expressly assigns to GRAPEVINE AND GCISD any and all right, title and interest of TENANT now or hereafter arising in and to any such award. TENANT shall have the right to recover from such authority, but not from GRAPEVINE AND GCISD, any compensation as may be awarded to TENANT on account of the leasehold interest, moving and relocation expenses, and depreciation to and removal of the personal property and fixtures of TENANT. 16. TAXES A. TENANT shall be liable for and shall pay to the applicable taxing authority if billed directly to TENANT, or to GRAPEVINE AND GCISD if billed to GRAPEVINE AND GCISD, upon thirty (30) days prior written notice from GRAPEVINE AND GCISD, any and all taxes and assessments levied against any personal property or trade or other fixtures placed by TENANT in or about the Leased Site. B. TENANT shall pay as additional rent any increases in real property taxes levied against GRAPEVINE AND GCISD's Property, including the Tower, as a result of the improvements constructed by TENANT on the Leased Site. TENANT will not be responsible for any increases in real property taxes that are a result of reassessment of OWNERS' Property due to any sale or transfer of ownership thereof. As a condition of TENANT's obligation to pay such tax increases, GRAPEVINE AND GCISD shall provide TENANT with documentation from the taxing authority representing the amount owed. 8 EXHIBIT IL_ Te:t Page , of 17. QUIET ENJOYMENT AND NON-INTERFERENCE GRAPEVINE AND GCISD warrants and agrees that TENANT, upon paying the rent and performing the covenants herein provided, shall peaceably and quietly have and enjoy the Leased Site 18. COORDINATION OF OPERATION As a consequence of the proposed twenty-four (24) hour daily basis of operation by TENANT, GRAPEVINE AND GCISD acknowledge that any action undertaken or permitted by GRAPEVINE AND GCISD in making repairs, alterations, additions or improvements to the Leased S ite or the Tower that might interfere with, suspend, cut-off or terminate access to or use by TENANT of the Leased Site or TENANT's antennas or equipment, including without limitation, air-conditioning and utilities thereto, could cause inconvenience, expense and economic loss to TENANT. Therefore, GRAPEVINE AND GCISD agree (i)to use its best efforts to minimize such inconvenience, possible loss or expense to TENANT by using its best efforts not to cause or permit any interruption or interfere with the operations of TENANT's antennas or equipment, particularly during the hours of 7:00a.m. to 10:00a.m. and 4:00 p.m. to 7:00 p.m. on any weekday, and (ii) to use its best efforts to give TENANT advance notice of any repairs, alterations, additions or improvements to be made with respect to the maintenance and operation of the Tower and the Leased Site or of any planned shut downs associated with the Tower for scheduled or routine maintenance that might adversely affect the operation of TENANT'S communications facility, antennas or equipment. 19. BROKERS GRAPEVINE AND GCISD and TENANT represent to each other that they have not negotiated with any real estate broker in connection with this Lease. GRAPEVINE AND GCISD and TENANT agree that should any claim be made against the other for a real estate broker's commission, finder's fee or the like by reason of the acts of such party, the party upon whose acts such claim is predicated shall, to the extent permitted by law, indemnify and hold the other party free and harmless from all losses, costs, damages, claims, liabilities and expenses in connection therewith (including, but not limited to, reasonable attorneys' fees) and shall defend such action by legal counsel reasonably acceptable to the indemnified other party. 20. ESTOPPEL CERTIFICATES A. TENANT, at the request of GRAPEVINE AND GCISD, shall provide GRAPEVINE AND GCISD with a certificate stating: (i) that this Lease is unmodified and in full force and effect (or, if there has been any modification, that the same is in full force and effect as modified and stating the modification); (ii) whether or not, to TENANT's knowledge, there are then existing any set-offs, or defenses against the enforcement by GRAPEVINE AND GCISD of any of TENANT's agreements, terms, covenants or conditions hereof (and, if so specifying the same); and (iii)the dates, if any, to which the rent has been paid in advance. B. GRAPEVINE AND GCISD, at the request of TENANT, shall provide TENANT with a certificate stating whether GRAPEVINE AND GCISD has any claim against TENANT and if so, stating the nature of such claim. 21. MISCELLANEOUS PROVISIONS A. GRAPEVINE AND GCISD warrant and agree that GRAPEVINE AND GCISD are seized of good and sufficient title to and interest in the Leased Site and have full authority to enter into and execute this Lease and that there are no undisclosed liens, judgments or impediments of title on OWNERS' Property that would affect this Lease. B. This Lease, including attached exhibits which are hereby incorporated by reference, incorporates all agreements and understandings between GRAPEVINE AND GCISD and TENANT, and no verbal 9 EXHIBIT...$a.._ ToeK&.26 "1Q ID Page agreements or understandings shall be binding upon either GRAPEVINE AND GCISD or TENANT, and any addition, variation or modification to this Lease shall be ineffective unless made in writing and signed by the parties. C. GRAPEVINE AND GCISD agree that OWNERS' Property (including, without limitation, the Tower), and all improvements, comply and during the term of this Lease shall continue to comply with all building, life/safety, disability and other laws, codes and regulations of any applicable governmental or quasi- governmental authority. All such compliance shall be accomplished at GRAPEVINE AND GCISD's sole cost and expense. D. This Lease and the performance hereof shall be governed, interpreted, construed and regulated by the laws of the State of Texas. E. This Lease, and each and every covenant and condition herein, is intended to benefit the Leased Site and shall extend to and bind the heirs, personal representatives, successors and assigns of the parties. F. The parties agree that all of the provisions hereof shall be construed as both covenants and conditions, the same as if the words importing such covenants and conditions had been used in each separate paragraph. G. The parties acknowledge that each has had an opportunity to review and negotiate this Lease and have executed this Lease only after such review and negotiation. The language of each part of this Lease shall be construed simply and according to its fair meaning, and this Lease shall not be construed more strictly in favor or against either party. H. At GRAPEVINE AND GCISD's option, this Lease shall be subordinate to any mortgage by GRAPEVINE AND GCISD which from time to time may encumber all or any part of the Leased Site, provided that every such mortgagee shall recognize (in writing and in a form acceptable to TENANT) the validity of this Lease in the event of a foreclosure of GRAPEVINE AND GCISD's interest and also TENANT's right to remain in occupancy and have access to the Leased Site as long as TENANT is not in default of this Lease. TENANT shall execute whatever instruments may reasonably be required to evidence this subordination. If, as of the date of execution of this Lease, there is any deed of trust, ground lease or other similar encumbrance affecting GRAPEVINE AND GCISD's Property, GRAPEVINE AND GCISD agrees to use its best efforts in cooperating with TENANT to obtain from the holder of such encumbrance an agreement that TENANT shall not be disturbed in its possession, use and enjoyment of the Leased Site. I. If GRAPEVINE AND GCISD breach this Lease in any manner or substantially breach any material term contained in any mortgage or deed of trust superior to TENANT's estate under this Lease (other than any mortgage or deed of trust for which TENANT has obtained a non-disturbance agreement in accordance with Paragraph 21.H.) or contained in any lease under which GRAPEVINE AND GCISD holds title to any portion of OWNERS' Property, and if GRAPEVINE AND GCISD fail to commence to cure such breach within thirty (30) days after receiving a written notice from TENANT exactly specifying the violation (or if GRAPEVINE AND GCISD fails thereafter to diligently prosecute the cure to completion), then TENANT may enforce each of its rights and remedies under this Lease or provided by law or it may (although it shall not be obligated to do so) cure GRAPEVINE AND GCISD's breach or perform GRAPEVINE AND GCISD's obligations (on GRAPEVINE AND GCISD's behalf and at GRAPEVINE AND GCISD's respective expense) and require the GRAPEVINE AND GCISD to reimburse (or offset against rent) all reasonable expenses incurred in doing so plus interest (from the date such expenses are incurred until reimbursement) at ten percent (10%) per annum. J. In the event that (i) the Leased Site is encumbered by or subject to any debts and liens, and (ii) GRAPEVINE AND GCISD default in the payment and/or performance of said debts and liens, TENANT may, at its option and without obligation, cure or correct GRAPEVINE AND GCISD's defaults, and upon 10 EXHIBIT._ TO •of Page doing so, TENANT shall be subrogated to any and all rights, superior titles, liens, and equities owned or claimed by the holders of such debts and liens, and TENANT shall be entitled to deduct and set-off against all rents that next may be or may become due under this Lease until all sums so paid by TENANT to cure or correct GRAPEVINE AND GCISD's defaults have been deducted and set-off in full against such rents. K. If any portion of this Lease is declared by a court of competent jurisdiction to be invalid or unenforceable, then such portion shall be deemed modified to the extent necessary in such court's opinion to render such portion enforceable and, as so modified, such portion and the balance of this Lease shall continue in full force and effect. L. If a dispute arises between the parties relating to this Lease, the parties agree to meet to try to resolve the dispute. Such meeting shall be attended by individuals with decision-making authority to attempt, in good faith, to negotiate a resolution of the dispute prior to pursuing other available remedies. If, within thirty (30) days after such meeting, the parties have not succeeded in negotiating a resolution of the dispute, either party may request that such dispute be resolved through non-binding mediation. The mediator shall be an individual or firm with expertise in wireless telecommunications, as well as in the subject matter of the dispute. If either party institutes any action or proceeding in court to enforce any provision hereof, or any action for damages for any alleged breach of any provision hereof, then the prevailing party in such action or proceeding shall be entitled to receive from the non-prevailing party such amount as the court may adjudge to be reasonable attorneys' fees for the services rendered to the prevailing party, together with its other reasonable litigation expenses. M. In addition to the other remedies provided for in this Lease, GRAPEVINE AND GCISD and TENANT shall be entitled to immediate restraint by injunction of any violation of any of the covenants, conditions or provisions of this Lease. N. The captions of the paragraphs of this Lease are for convenience of reference only and shall not affect the interpretation of this Lease. O. Concurrently with the execution of this Lease, GRAPEVINE AND GCISD shall execute before a notary and deliver to TENANT for recording a "Memorandum of Lease Agreement" in the form of the attached hereto as Exhibit "D". Such Memorandum shall not disclose any financial terms, unless required to do so by the laws of such jurisdiction. IN WITNESS WHEREOF, GRAPEVINE AND GCISD and TENANT have duly executed this Lease as of the date first above written. TENANT: metroPCS Texas By: Name: Title: 11 m� Page �~ ~_~�~��� =. TENANT NOTARY: STATE OF TEXAS COUNTY OF TARRANT The foregoing instrument was acknowledged before me this day of , 2 006, by of the metroPCS the Tenant. (AFFIX NOTARIAL SEAL) Official Notary Signature Commission Ends ~-- 12 EXHIBIT A' TOJES . Page 1 of OWNER: The CITY OF GRAPEVINE, Texas, a home-rule municipal corporation. S.IA, 0.4 By .4.... 1. >°'D Name: William D. Tate /4./ p\ 1111 Title: Mayor de ve Attest: City Secretary iriV74ff ['ad as to form: City Attorney APPROVED BY COUNCIL (du 13 eM118l1J T • 6 - Page _ of .. OWNER: GRAPE 1 E OLLEY ILLE INDEPENDENT SCHOOL DISTRICT (GCISD) By: oft f/ a Name: ___C/ /E5. k• tvAti tle t? Title: 'ZiYTZD /`" fDi 0.0,4 14 EXHIBIt ,T9g6S.Use 16 Page of EXHIBIT "A" Legal Description The Property is legally described as follows: Lot 1, Block 1, Education Center Addition No.3, City of Grapevine, Tarrant County, Texas 15 EXHIBIT-I TIES-620-12 page of a I u 4. m I < . o5 n1 41.4 r ,:. piaa R,.tgl '9 (AI II 111111E111 UNDO iiiiF©0 X 11111::1 5I i E I E gl 1 Ii 61 '4 E 1 11119 111111311C11 l ip Ilk CI)v) U I— \\floi4p4.1) \.,, ct. CL W Y R % 1,01/4 ; \ Illit.4...i.,,,,..,..x...\ I d a 1. i it 11111 11 NI 1111 gt i1tpL 1111i —2C—M. i�i uli 000k1 j 16 EXHIBIT... TO ' Page of c I u ♦ m 1 < J �1 6 r i- it �. v f 2 . tf .5 IIIi '1! li g � Ct- "I .i : In i$ !!I! 2 ! '\1 l? 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O e -if, ♦ i. !, tt 'iAel!!1�r Qrxi x i !■■!° %��.��!' .rrrr 24 a EXHIBIT Page TQ t tit Of a 1 a 4 . 1 i WM. 115 o � . ill 1�2 Xi8 II 90 t1 1 CO i irt W .• i'-:1 l:. iii id 111 11 111 1113� a iii 1 111111r110 : 1R IItG iii ' 1.n N Ili- Za5g1 n • U. 0 lii i I Pli 0 -, §8 lll( a � r L 111 i ga" t it X ls h 1 6 .. E . 1 91E W il f at 3a IN ie IRS° le Pre �� 1 113 Wa- i5 Mg 1 itl g. xlq ig a IN 1111119 iirkra ilk 1 y II t ili 1 �� EXHIBI T 0� . Page o' v� of -���� ' EXHIBIT "E" MEMORANDUM OF LEASE AGREEMENT THIS MEMORANDUM OF LEASE AGREE[NENT, made and entered into as of this day of , 2006. by and between The City of GRAPEVINE, Texas (^(SRAPEV|NE^), a municipal corporation and GRAPEVINE COLLEYV|LLE INDEPENDENT SCHOOL DISTRICT rGC/GD''>, and metroPCS Texas, Operating Company, LLC and being a Limited Liability Company organized and existing under the laws of the Delaware, and authorized to do business in Texas. ("TENANT"). 1. GRAPEV|NE, GC|SO, AND TENANT, on the terms and conditions set forth in an unrecorded document dated , 2006. and entitled "Ground and Tovve, Lease Agreement." which terms and conditions are incorporated herein by nafenance, and in consideration of the rent and covenants therein providmd, does hereby lease to TENANT, and TENANT hereby rents and accepts from GRAPEVINE , certain property ("Leased Site")which is described in Exhibit "B" attached hereto and incorporated herein by this reference and which is located at 3050 Mustang Dr)ve, in the City of GR\PEV/NE, in the County of Tarnant, in the State of Texas, within the property of GRAPEVINE which is described in Exhibit "A" attached hereto and incorporated herein by this reference ("OWNERS' Pnopedy''), for an initial term commencing on . 2008. and expiring on the fifth anniversary of the commencement of the initial term, which term may be extended by TENANT for up to four (4) additional five (5) year period(s) subject to the conditions of Paragraph 3.B. of the Ground and Tower Lease Agreement. ~ 2. Pursuant to the Ground and Tower Lease Agnaernont, among other things. GRAPEVINE AND GCISD shall not cause or permit any use of the OWNERS' Property, which interferes with or impairs the quality of the communications services being rendered by TENANT from the Leased Site. IN WITNESS VVHEREOF, GRAPEVINE AND GCISD and TENANT have duly executed this Memorandum of Lease Agreement as of the date first above written. TENANT: metr PCSTexaa By: Name: 27 EXH{BIT T. # .2061k:442. � Page �. • of u MEMORANDUM OF LEASE AGREEMENT moo Notary Attachment TENANT NOTARY BLOCK: STATE OF TEXAS COUNTY OF TARRANT The foregoing instrument was acknowledged before me this day of_ 2006, by of metroPCS, the Lessee. (AFFIX NOTARIAL SEAL) Official Notary Signature Notary Public State of (Printed, Typed or stamped name of Notary) 28 EXHIBIT-a... TA QZG.S, y�,00 b-1 Page idol _ of 30 OWNER: The Grapevine-Colleyville Independent School Distr' /� WO--------- By: 0a - Name: 0'192( U.) • /0A'$ — MEMORANDUM OF LEASE AGREEMENT Notary Attachment GRAPEVINE-COLLEYVILLE ISD NOTARY BLOCK: STATE OF TEXAS COUNTY OF TARRANT The foregoing instrument was acknowledged before me this 27f4day of IA.D , 2006, by�Jrjof the Grapevine-Colleyville ISD, the Lessor. (AFFIX NOTARIAL SEAL) 0:e` VALERIE J.SEE _" -7,4 c r*° MY COMMISSION EXPIRES %:%.k:47 January 28,2008 i_ _Official Notary Signature Notar P •lic Sta=of K. (Alma- S. (Printed, Typed or stamped name of Notary) 29 EXHIBIT-13... T9 ii.5 2.DO4 - Page "6 of OWNER: The CITY OF GRAPEVINE, Texas, a municipal corporation The City of GRAPEVINE, Texas *WO 0<Oa PANI, By: ky Name: William D. Tate fai kuu • IN ir Title: Mayor ve \ Attest: ef:546. City e retary Lrok .p,r2d as to form: City Attorney K APPROVED BY COUNCIL 6 0 1 -0 lo MEMORANDUM OF LEASE AGREEMENT Notary Attachment CITY OF GRAPEVINE NOTARY BLOCK: STATE OF TEXAS COUNTY OF TARRANT The foregoing instrument was acknowledged before me this day of 14tikdrN- 2006, by \41 1..)..-1-0-te 0)( of the City of Grapevine, the Lessor. " (AFFIX NOTARIAL SEAL) -dis • Official Notary Signature Notary Public State of I eiy_cts .0YP6o, JODI C. BROWN — 4 • Ire * Notary Public - State at Texas— (Printed, Typed or stamped name of Notary) -freGot* My Comm Expires 05-36-13-8 30