HomeMy WebLinkAboutItem 42 - Ground and Tower Lease AgreementTENANT Site ID: Mustang Stadium WT / 5000383342
GROUND AND TOWER LEASE
AGREEMENT
THIS GROUND AND TOWER LEASE AGREEMENT ("Lease"), is entered into as of this 23rd day of
August, 2024, by and between Grapevine-Colleyville Independent School District ("GCISD"), the City of
Grapevine (“GRAPEVINE”), and Cellco Partnership, a Delaware general partnership d/b/a Verizon
Wireless, with its principal offices at One Verizon Way, Mail Stop 4AW100, Basking Ridge, New Jersey
07920 (telephone number 866-862-4404) ("TENANT"). In consideration of the promises and the mutual
obligations and agreements in this Lease, the parties agree as follows:
1. THE LEASED SITE
A. GCISD is the titleholder of certain real property located at 3050 Mustang Drive, City of Grapevine, County
of Tarrant, State of Texas (the "Property"). CITY holds an easement interest over a portion of the Property,
upon which the CITY has constructed a water tower (the “Water Tower” or “Tower”). Said Water Tower is
owned by the CITY.
B. TENANT hereby desires to enter into a Ground and Tower Lease Agreement (the "Lease") for the
purpose of operating and maintaining a communications facility, and installing, removing, replacing, and
maintaining utility cables, conduits, and pipes during the Initial Term of the Lease and any renewals thereof.
C. TENANT hereby desires to lease a portion of the Property and space on the Water Tower (together, the
"Leased Site"), together with obtaining a right of access and a right to install utilities on the Leased Site.
The Leased Site is approximately 700 square feet and is situated substantially as shown on the attached
Exhibit A. TENANT shall have the right to run cables, wires, conduits and pipes under, above and across
the property to connect TENANT's equipment on the Leased Site to surrounding utilities, subject to the
approval of GCISD AND GRAPEVINE as provided for in Paragraph 4.A. of this Lease. GCISD and
GRAPEVINE shall retain the right and ability to enter the Leased Site at any time, provided that, except in
cases of emergency posing an imminent threat to human life or property (an “Emergency”), GCISD and
GRAPEVINE shall provide TENANT with at least twenty-four (24) hours’ prior notice of any entry onto the
Leased Site. GCISD and GRAPEVINE shall provide TENANT with notice of any such Emergency access
as soon as reasonably practicable thereafter. In all cases, GCISD and GRAPEVINE shall not interfere with
the Leased Site or with any of TENANT’s equipment.
2. TERM AND RENT
A. The initial term of this Lease ('the Initial Term") shall be five (5) years and shall commence retroactively
on November 7, 2023 (the "Commencement Date"). During the Initial Term, TENANT shall pay GCISD
AND GRAPEVINE $40,000 annually (the "Rent"), which is to be split evenly between such entities, payable
in one annual installment of that amount (the "Annual Payment") each year during the Initial Term. The first
Annual Payment shall be payable within sixty (60) calendar days of the Commencement Date; subsequent
Annual Payments shall be made on or before the anniversary of the Commencement Date each year during
the Initial Term. All payments due under this Lease shall be sent to the respective addresses indicated for
GCISD AND GRAPEVINE under Paragraph 12 below.
B. Thereafter, this Lease shall automatically renew and extend for up to three (3) additional five (5) year
extension periods, each beginning upon the expiration of the term then in effect, unless (1) TENANT
advises GCISD AND GRAPEVINE 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 or (2) GCISD AND
GRAPEVINE advise TENANT in writing not less than eighteen (18) months prior to the expiration of the
Initial Term or any extension period that it does not desire additional extensions.
TENANT Site ID: Mustang Stadium WT / 5000383342
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 period, increased by fifteen percent (15%). During any Extension Period, this
Lease will continue on the same terms and conditions applicable during the Initial Term except that the
Rent for any Extension Period will be increased over the Rent due during the preceding five-year period
(whether that be the Initial Term or a previous Extension Period) by 15%.
D. In the event TENANT remains in possession of the Leased Premises after the expiration of the Removal
Period (as defined in Paragraph 10(A) below) without the Lease being extended pursuant to the preceding
paragraph or without the execution of a new lease, but with the consent of GCISD AND GRAPEVINE,
TENANT shall be deemed to be occupying the Leased Premises as a TENANT from month-to-month at a
rental equal to 150% of the Rent provided for during the year immediately preceding the expiration of this
Lease, but divided by 12 and payable each month during the month-to-month tenancy. TENANT will
otherwise be subject to all of the conditions, provisions and obligations of this Lease insofar as they are
applicable to a month-to-month tenancy.
3. USE OF THE LEASED SITE
A. TENANT may use the Leased Site to remove, replace, service, maintain, secure, and operate a
communications facility, including TENANT’s antenna array (as specifically shown on Exhibit B) and
antenna support structures, and for incidental uses thereto. The antenna array and antenna support
structure may be configured as requested by TENANT from time to time, provided TENANT obtains all
permits and approvals required by applicable jurisdictions for such requested configuration. GCISD and
GRAPEVINE shall have the right to approve plans for any improvements by TENANT, including but not
limited to any fence or antenna array installed by TENANT on the Leased Site, as outlined below; such
approval shall not be unreasonably withheld, conditioned, or delayed. GCISD and GRAPEVINE will attempt
in good faith to provide decisions approving or disapproving such improvements within sixty (60) days of
receipt of such plans (provided all submitted applications are fully complete at the time of submission)
except as otherwise provided below; however, in no event shall GCISD or City of Grapevine be deemed to
approve any of TENANT’s installations; any claims that said improvements are “deemed approved” shall
result in immediate disapproval of any requests.
With respect to the subsequent modification and replacement of TENANT’s equipment: (1) equipment on
the ground shall require prior notice to GCISD and GRAPEVINE; and (2) equipment on the Water Tower
shall be subject to approval (not to be unreasonably withheld, conditioned, or delayed) by both GCISD and
GRAPEVINE, as set out above, including but not limited to approval for appearance of the equipment and
the effect of the equipment on the structural integrity of the Tower and the effect of the use of such
equipment concerning possible radio interference with GCISD and GRAPEVINE’s operations. GCISD and
GRAPEVINE shall be notified in writing at least ten (10) business days in advance about any scheduled
construction or maintenance times and major repairs unless an emergency exists. Further, if TENANT’s
improvements will provide new or additional services or upgrades to TENANT’s customers in addition to or
outside the scope of previously installed equipment, including but not limited to replacing existing equipment
to upgrade or add services, TENANT shall provide GCISD and GRAPEVINE prior written notice and a
reasonable amount of time (not less than one hundred and twenty (120) days) to review and assess the
value of such upgrades and/or additional services. Based on GCISD’s and GRAPEVINE’s review and
assessed value of improvements to TENANT’s equipment, TENANT, GCISD, and GRAPEVINE shall
engage in good faith negotiations to determine a new Rent amount, if applicable.
For purposes of this Lease, “Like for Like Modifications” shall mean the removal of all or any portion of
TENANT’s equipment installed on the Water Tower and replacing the same with similar and comparable
equipment, provided that the modifications use the same location and do not increase the amount of square
feet used by Tenant. TENANT shall be permitted to make Like for Like Modifications to its equipment on
the Water Tower without any associated increase in the Rent. Before making any Like for Like
Modifications, TENANT shall submit a request for approval by using the form attached hereto as Exhibit C;
TENANT Site ID: Mustang Stadium WT / 5000383342
such request shall include an explanation of the purpose of the Like for Like Modifications. GCISD and
GRAPEVINE will attempt in good faith to provide decisions approving or disapproving such requests for
Like for Like Modifications within thirty (30) days of receipt, provided that such requests are clearly marked
as requiring expedited review (as indicated in the form attached hereto as Exhibit C).
B. TENANT covenants and agrees that TENANT's equipment, its installation, operation, and maintenance
will not interfere with the operation of existing radio or electronic equipment on the Property nor interfere
with the operation of elevated water storage facility. TENANT shall coordinate with GCISD and
GRAPEVINE and all existing operators of radio equipment at the Tower to ensure TENANT’s frequencies
and antenna location will be compatible with equipment existing at the Leased Site on the effective date of
this Lease.
(1) In the event there is harmful interference to any existing radio or electronic equipment on the
Property, TENANT shall promptly make all reasonable efforts to eliminate any harmful interference, if
caused by TENANT’s equipment within five (5) calendar days after notice from GCISD or GRAPEVINE or
such other operator to TENANT advising of the interference, unless said interference interrupts a public
health, safety, or welfare function, in which case TENANT will cause such interference to cease immediately
following written notice thereof.
(2) If said interference cannot be eliminated within thirty (30) days, TENANT shall suspend
operations (transmissions) of the interfering equipment at the site while the interference problems are
studied and a means is found to eliminate them.
(3) If said interference cannot be eliminated, then TENANT shall, without further penalty or liability,
terminate this Lease upon immediate notice to GCISD AND GRAPEVINE and shall remove its equipment
shelter, antenna concrete pads, cables, generators, fences, and any other TENANT owned equipment from
the Leased Site within the Removal Period. TENANT shall restore the Property to its original condition,
reasonable wear and tear excepted.
(4) If any interference occurs to any GCISD OR GRAPEVINE transmission, whether existing or
subsequent, and is caused by TENANT, TENANT will immediately cease all operations of the interfering
equipment until the interference is cured.
(5) From time-to-time GCISD and GRAPEVINE may grant to other entities the right to operate
communications facilities and/or the right to install antennas in connection with the operation of such
facilities, provided, however, that such other entities will be contractually prohibited from interfering with
TENANT’s equipment.
(6) TENANT agrees that it will comply with all applicable rules and regulations of the Federal
Communications Commission, all electrical, building, and other applicable codes of the City and/or State.
Under the Lease, GCISD and GRAPEVINE assume no responsibility for the licensing, operations, and/or
maintenance of TENANT’s equipment. TENANT’s right to use the Water Tower shall not interfere with
GCISD and GRAPEVINE’s superior right to use the same as part of its operations. GCISD AND
GRAPEVINE acknowledges that TENANT’s ability to use the Leased Site for its intended purposes is
contingent upon TENANT’s obtaining and maintaining, both before and after the Commencement Date, all
of the certificates, permits, licenses and other approvals (collectively, “Governmental Approvals”) that may
be required by any federal, state or local authority for the foregoing uses and improvements to the Leased
Site desired by TENANT. GCISD AND GRAPEVINE 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 GCISD OR GRAPEVINE be notified or
cited by any State or Federal regulatory agency that the Property is not in compliance with said agencies
regulations due to TENANT’s installation of improvements under this Lease, GCISD OR GRAPEVINE 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, GCISD AND GRAPEVINE may terminate
this Lease.
TENANT Site ID: Mustang Stadium WT / 5000383342
4. TERMINATION BY TENANT
A. In the event any application for certificates, permits, licenses or other approvals is rejected or any
certificate, permit, license, or approval issued to TENANT is canceled, expires or lapses or is otherwise
withdrawn or terminated by any governmental authority, TENANT shall have the right to terminate this
Lease, effective upon receipt of such notice by GCISD AND GRAPEVINE. Any Annual Rent paid to such
termination date shall be retained by GCISD AND GRAPEVINE.
B. In addition, and provided that TENANT is not then in default under this Lease, TENANT may, upon sixty
(60) days’ advance written notice to GCISD AND GRAPEVINE, terminate and cancel this Lease if TENANT
determines that the Leased Site has become unsuitable for TENANT’s operations, upon payment in cash
to GCISD AND GRAPEVINE on the date of termination a termination fee equal to one-half of an Annual
Payment of Rent at the rate then in effect.
5. ASSIGNMENT AND SUBLETTING
A. TENANT shall not assign this Lease, or allow it to be assigned, in whole or in part, by operation of law
or otherwise, or sublet the Leased Site, or any part thereof, without the prior written consent of GCISD AND
GRAPEVINE, which consent shall not be unreasonably withheld, conditioned, or delayed. It is further
agreed and understood that TENANT shall at no time be permitted to sublet any portion of the Leased Site
or the equipment located on the Leased Site or assign any portion of this Lease to another common carrier
for collocating purposes. The preceding language to the contrary notwithstanding, TENANT may, without
GCISD AND GRAPEVINE’s consent, but with reasonable, prior notice to GCISD AND GRAPEVINE,
sublease (or otherwise transfer or allow the use of) all or any portion of the Leased Site or assign its rights
under this Lease in whole or part to a "Contract Affiliate" (as defined below) or to any successor entity in a
merger or consolidation involving TENANT. For purposes of this Agreement, a "Contract Affiliate” is defined
as: (a) any entity controlling, controlled by or under common control with TENANT; (b) any entity acquiring
substantially all of the assets of TENANT; or (c) any entity that is authorized to sell telecommunications
products or services under the "Verizon" brand name or any successor brand name(s) or other brand
name(s) used or Licensed by TENANT's parent corporation.
If TENANT assigns this Lease to a third party that is not a Contract Affiliate, if such third party agrees in a
legal instrument to undertake all of TENANT's obligations under this Lease and has the legal ability to fulfill
all such obligations, then TENANT shall be released from its obligations to GCISD AND GRAPEVINE under
this Lease, and GCISD AND GRAPEVINE shall have the right to look to the third party for the full
performance of this Lease, provided that GCISD and GRAPEVINE (i) are provided with at least sixty (60)
days’ advance notice and (ii) consent in writing to the assignment.
B. No consent by GCISD AND GRAPEVINE to any sublease by TENANT shall relieve TENANT of any
obligation to be performed by TENANT under this Lease, whether arising before or after the sublease. The
consent by GCISD AND GRAPEVINE to any assignment or sublease required under this Lease shall not
relieve TENANT from the obligation to obtain GCISD AND GRAPEVINE's express written consent to any
other assignment or sublease required under this Lease.
6. EQUIPMENT AVAILABILITY
A. If GCISD AND GRAPEVINE need to temporarily remove any equipment or facilities belonging to
TENANT in order to maintain the Water Tower or the Leased Site, GCISD OR GRAPEVINE will give
TENANT 60 days’ prior written notice of the need to remove its equipment or facilities. If the need to
temporarily remove TENANT's facilities or equipment is due to an Emergency, GCISD AND GRAPEVINE
will so notify TENANT as soon as reasonably possible and TENANT will remove its equipment and facilities
as soon as reasonably possible, under the circumstances, but within no more than ten (10) calendar days.
Reattachment of TENANT'S facilities or equipment shall be by TENANT following notice from GCISD AND
TENANT Site ID: Mustang Stadium WT / 5000383342
GRAPEVINE or Grapevine that the maintenance or Emergency situation which necessitated the equipment
or facilities removal has been completed or resolved.
B. TENANT must notify GCISD AND GRAPEVINE prior to entering into the Leased Site by contacting the
GCISD Director of Facility Use at 817-251-5936 or the GCISD Department of Facility Services at 817-251-
5600 and 817-410-3134 Monday through Friday from 8 a.m. to 5 p.m., or Police Non-Emergency Dispatch
after hours at 817-410-8127. GCISD AND GRAPEVINE agree to maintain personnel on-call who can be
reached (or such other phone number as GCISD AND GRAPEVINE may provide TENANT from time to
time) on a 24 hours per day, seven days per week basis to ensure that TENANT will be able to access the
Leased Site. Notwithstanding anything contained herein to the contrary, in the event of an Emergency, if
TENANT is unable to reach GCISD AND GRAPEVINE at any of the foregoing numbers, TENANT shall be
permitted to access the Leased Site, provided that TENANT will provide GCISD AND GRAPEVINE with
notice of any such Emergency access as soon as reasonably practicable thereafter.
B. During any period of GCISD AND GRAPEVINE's maintenance or an Emergency situation that requires
the removal of TENANT'S equipment or facilities from the Leased Site, GCISD AND GRAPEVINE shall
allow TENANT to place a portable mounted antenna, a.k.a. "Cell On Wheels" (COW), on the Property in
order for TENANT to provide continuous wireless telecommunications service. There shall be no additional
fee or rental due GCISD AND GRAPEVINE for this temporary placement. A Special Use Permit will be
required to place this temporary equipment on this site. All associated expenses will be paid by TENANT.
C. Only qualified and adequately insured agents, contractors or other persons under TENANT'S direct
supervision will be permitted to climb or scale the Water Tower or to install or remove TENANT'S equipment
or facilities from same. GCISD AND GRAPEVINE retains the right to permit its own employees and agents
and employees and agents of subsequent users of the Water Tower, to climb or scale same for all purposes
that do not interfere with TENANT'S use of the Water Tower.
7. ACCESS TO SITE & CRIMINAL HISTORY
A. TENANT recognizes that GCISD students walking to and from GCISD’s campuses in proximity to the
Leased Site will walk by the Leased Site and may have direct contact with TENANT employees and/or
TENANT’S subcontractors who will be on and around the Leased Site as they make the modifications
described in Exhibits A and B and, from time to time, as they maintain TENANT’S improvements on the
Leased Site. TENANT further recognizes that Section 22.0834 of the Texas Education Code requires
GCISD contractors to obtain state and national criminal history record information on these employees
and subcontractors of TENANT through the criminal history clearinghouse as provided by Section
411.0845, Texas Government Code (Department of Public Safety’s criminal history clearing house). To
the extent allowed by Texas and federal laws, TENANT will obtain all criminal record information on any
of its employees or subcontractors who will be on or around the Leased Site at any time during the Lease
term through the criminal history clearing house and supply to GCISD the certification required by
Section 22.0834(d), Subchapter C, Chapter 22, Texas Education Code, prior to TENANT’S employees
or subcontractors working on or around the Leased Site. TENANT acknowledges that Section
22.0834(e) of the Texas Education Code allows the GCISD to obtain a copy of Tenant’s employees’ and
subcontractors’ criminal history record information through the criminal history clearing house. If
TENANT is unable to perform the criminal history check that complies with Texas Education Code
Section 22.0834, TENANT will require its employees and subcontractors to provide GCISD an executed
consent form from each employee and subcontractor who will be on or around the Leased Site so GCISD
can perform the criminal history check. GCISD will provide TENANT a form to be completed by Tenant’s
employees and subcontractors and Tenant will provide GCISD’s Human Resources Department with
the completed form(s) so GCISD can subscribe to the criminal history and receive a satisfactory report,
all prior to TENANT’S employees and subcontractors being on or around the Leased Site. TENANT
shall reimburse GCISD for GCISD’s costs incurred in obtaining this criminal history information.
TENANT Site ID: Mustang Stadium WT / 5000383342
B. In this connection with 7.A. and throughout the Lease term, Tenant will coordinate with GCISD’s Director
of Facility Use or Director of Facility Services prior to any of Tenant’s employees or subcontractors
coming on or around the Leased Site.
8. INDEMNIFICATION AND INSURANCE
A. TENANT hereby agrees to indemnify and hold GCISD AND GRAPEVINE, its officials, employees, and
agents harmless from and against any and all claims of liability for death, personal injury, bodily injury, or
property damage to the extent that they result from or arise out of: (i) the acts or omissions of TENANT, its
agents or employees in, on or about the Leased Site, except to the extent that such claims or damages
may be due to or caused solely by the negligence or willful misconduct of GCISD AND GRAPEVINE, its
employees or agents; and (ii) TENANT's breach of any term or condition of this Lease on TENANT's part
to be observed or performed.
B. TENANT shall provide GCISD and GRAPEVINE with a certificate of insurance issued by an insurance
company licensed, authorized or permitted to do business in Texas indicating that TENANT carries
commercial general liability/ insurance with limits of liability of $5,000,000.00 per occurrence for bodily injury
(including death) and property damage and $5,000,000 general aggregate including personal and
advertising injury, and contractual liability, including GCISD and GRAPEVINE as additional named insureds
as their interest may appear under this Lease with respect to the Leased Site. TENANT will provide GCISD
and GRAPEVINE with a renewal certificate within ten (10) business days of GCISD and GRAPEVINE'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.
C. TENANT shall also carry commercial automobile liability insurance in an amount of $2,000,000 combined
single limit each accident for bodily injury and property damage covering all owned, non-owned and hired
vehicles.
9. UTILITIES
TENANT shall be responsible directly to the serving entities for all utilities required by TENANT's use of the
Leased Site, however, GCISD and GRAPEVINE agrees to cooperate with TENANT in its efforts to obtain
utilities from any location provided by the GCISD and 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
A. Subject to GCISD AND GRAPEVINE's statutory lien for failure to pay Rent and except for the Water
Tower, TENANT's antennas and equipment shall remain personal to and the property of TENANT.
TENANT shall remove its antennas and/or equipment within sixty (60) calendar days of the expiration or
any earlier termination of this Lease (the “Removal Period”). TENANT (1) shall repair any damage caused
by such removal, and (ii) 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 as nearly as is
reasonably possible to the surrounding condition at the time of termination, ordinary wear and tear
excepted. At the end of this Lease, TENANT may, but is not obligated to, offer to sell its antennas and/or
equipment to GCISD AND GRAPEVINE, provided, however, GCISD AND GRAPEVINE shall not have an
obligation to purchase TENANT’S antennas and/or equipment.
11. TENANT DEFAULTS
A. The occurrence of any one or more of the following events shall constitute an "Event of Default"
hereunder:
TENANT Site ID: Mustang Stadium WT / 5000383342
(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 10 days after written
notice thereof is received by TENANT from GCISD AND GRAPEVINE; provided, however, that if during
the Initial Term or any Extension Period, GCISD AND GRAPEVINE has already given TENANT three
written notices of TENANT's failure to timely make payments hereunder, no further notice will be required
for the remaining portion of the Initial Term, or that Extension Period, as the case may be.
(2) The failure of TENANT to maintain the insurance in at least the required minimums and and/or to provide
GCISD AND GRAPEVINE with the certificates required by Paragraph 8(B) above shall be considered an
Event of Default that is immediately effective without any notice requirement.
(3) 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 30 days after written notice thereof is received by TENANT from GCISD AND
GRAPEVINE; provided, however, that it shall not be deemed an Event of Default by TENANT if such failure
cannot be cured within 30 days and TENANT shall commence to cure such failure within said 30 day period
and thereafter diligently prosecutes such cure to completion.
(4) The failure by GCISD AND/OR GRAPEVINE to observe or perform any of the covenants or provisions
of this Lease to be observed or performed by GCISD AND GRAPEVINE, where such failure shall continue
for a period of 30 days after written notice thereof is received from TENANT; provided, however, that it shall
not be deemed an Event of Default by GCISD AND GRAPEVINE if such failure cannot be cured within 30
days and GCISD AND GRAPEVINE shall commence to cure such failure within said 30 day period and
thereafter diligently prosecutes such cure to completion.
B. If there occurs an Event of Default by any party to this Lease, and the Event of Default cannot be cured
within the time periods described in Subparagraph 11(A) above, then in addition to any other remedies
available to the non-defaulting party at law or in equity, the non-defaulting party shall have the option to
terminate this Lease and all rights of the defaulting party hereunder.
C. If there occurs an Event of Default by TENANT, GCISD and GRAPEVINE shall have the right, following
the expiration of the Removal Period, to remove persons or property from the Leased Site of the Tower,
provided that GCISD and GRAPEVINE comply with applicable judicial process. Additionally, if TENANT is
in Default, any monetary default must be cured before TENANT may access the site to remove its
equipment.
12. NOTICES
All notices hereunder must be in writing and, unless otherwise provided herein, shall be deemed validly
given if sent by certified mail, return receipt requested, addressed as follows (or to any other mailing address
which the party to be notified may designate to the other party by such notice). Notice by any other method
(whether by hand-delivery, overnight delivery service, or otherwise) shall only be deemed effective upon
receipt by the intended recipient. Should GCISD AND GRAPEVINE or TENANT have a change of address,
the other party shall immediately-be notified as provided in this Paragraph of such change. Unless GCISD
AND GRAPEVINE otherwise specifies in writing, rent checks from TENANT shall be sent to the person
listed below to whom notices are sent.
TENANT:
Cellco Partnership
d/b/a Verizon Wireless
180 Washington Valley Road
Bedminster, New Jersey 07921
Attention: Network Real Estate
TENANT Site ID: Mustang Stadium WT / 5000383342
With a copy to:
Basking Ridge Mail Hub
Attn: Legal Intake
One Verizon Way
Basking Ridge, NJ 07920
GCISD:
Grapevine-Colleyville Independent School District
Attn: Superintendent
Address: 3051 Ira E. Woods Ave.
Grapevine, Texas 76051-3897
Telephone Number: (817) 251-5501
AND
Grapevine-Colleyville Independent School District
Attn: Chief Operations Officer
Address: 3051 Ira E. Woods Ave.
Grapevine, Texas 76051-3897
Telephone Number: (817) 251-5501
With a copy to:
Leasor Crass P.C.
302 W Broad St
Mansfield, TX 76063
CITY OF GRAPEVINE
City Manager’s Office
P.O. Box 95140
Grapevine, Texas 76099
With a copy to:
Boyle & Lowery
4201 Wingren, Suite 108
Irving, Texas 75062
13. SALE OR TRANSFER BY GCISD OR GRAPEVINE
Should GCISD or GRAPEVINE, at any time during the term of this Lease, sell, lease, transfer, or otherwise
convey all or the leased part of the Property to any transferee other than TENANT, then such transfer shall
be under and subject to this Lease and all of TENANT’s right hereunder to the extent possible. In the event
of any such transfer, TENANT’s remedies are limited to termination of this Lease.
14. HAZARDOUS SUBSTANCES
A. To the best of GCISD AND GRAPEVINE's knowledge, neither GCISD AND GRAPEVINE 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 the Leased Site in
violation of any law or regulation. TENANT, acknowledging that it has been in possession of the Leased
Site for the past twenty-five years, hereby states that, to the best of TENANT's knowledge, neither TENANT
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 the Leased
Site in violation of any law or regulation. GCISD AND GRAPEVINE 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,
TENANT Site ID: Mustang Stadium WT / 5000383342
about or within the Property and the Leased Site 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 GCISD AND GRAPEVINE, its trustees, 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 of 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).
C. The Parties recognize that TENANT is only leasing a small portion of the Property and that TENANT
shall not be responsible for any environmental condition or issue except to the extent resulting from
TENANT’s specific activities and responsibilities. GCISD AND GRAPEVINE will be responsible for
addressing any environmental condition except to the extent the condition is caused by TENANT.
15. CONDEMNATION/CASUALTY
A. In the event the whole of the Property, including without limitation the Leased Site and the Water 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. GCISD AND GRAPEVINE shall receive the entire condemnation award for the Property, the Water
Tower and for improvements as are paid for by GCISD AND GRAPEVINE, and TENANT hereby expressly
assigns to GCISD AND GRAPEVINE 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 GCISD
AND GRAPEVINE, 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.
C. In the event that all of the Property, including without limitation, the Leased Site and the Water Tower,
shall be totally destroyed or damaged beyond repair by casualty, this Lease shall automatically cease and
terminate effective on the date of the casualty. In the event that only a portion of the Property including the
Leased Site and the Water Tower shall be partially condemned or taken permanently or temporarily, or sold
to a condemning authority in lieu of condemnation, or shall be partially destroyed or damaged and neither
party elects to terminate this Lease as permitted pursuant to this paragraph, this Lease shall continue but
rental payments shall abate proportionately as to the portion of the Leased Site or the Water Tower not
then usable by TENANT, and GCISD AND GRAPEVINE shall make all necessary repairs and alterations
to restore the Leased Site and/or the Water Tower to as near their former condition as circumstances will
permit (at a cost not to exceed GCISD AND GRAPEVINE's proceeds from any condemnation or insurance
covering said casualty loss). If the Leased Site or the Water Tower is partially damaged by casualty in the
last year of the Initial Term or the last year of an Extension Period, either party may elect to terminate this
lease by delivery of a written notice of termination within thirty (30) days after the date of such partial
damage, provided, however, that TENANT shall be permitted to place a portable mounted antenna, a.k.a.
"Cell On Wheels" (COW), on the Property (in a location reasonably approved by GCISD AND GRAPEVINE)
for a period of up to two (2) years in order for TENANT to provide continuous wireless telecommunications
service while it identifies and relocates to a replacement site. During such time, TENANT shall continue to
pay the Annual Rent.
16. LIENS
At GCISD and GRAPEVINE's option, this Lease shall be subordinate to any mortgage by GCISD AND
GRAPEVINE which from time to time may encumber all or part of the Leased Site or attached right of way;
TENANT Site ID: Mustang Stadium WT / 5000383342
provided however, every such mortgage shall recognize the validity of this Lease in the event of a
foreclosure of GCISD AND GRAPEVINE's interest and also TENANT'S right to remain in occupancy of 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 subordinate clause. In the event the
Leased Site is encumbered by a mortgage, GCISD AND GRAPEVINE will obtain and furnish to TENANT
a non-disturbance instrument for each such mortgage in recordable form.
17. TAXES
A. TENANT shall be liable for and shall pay to the applicable taxing authority, if billed directly to TENANT,
or to GCISD AND GRAPEVINE if billed to GCISD AND GRAPEVINE, upon thirty (30) days prior written
notice from GCISD AND GRAPEVINE, any and all taxes and assessments levied against any personal
property placed by TENANT in the Leased Site.
B. TENANT shall pay separate from the rent any increases in real property taxes levied against GCISD
AND GRAPEVINE's Property, including the Water Tower, as a result of the improvements constructed or
made by TENANT on the Leased Site or this Lease. TENANT will not be responsible for any increases in
real property taxes which are a result of reassessment of the Property due to any sale or transfer of
ownership thereof. As a condition of TENANT's obligation to pay such tax increases, GCISD AND
GRAPEVINE shall provide TENANT documentation from the taxing authority representing the amount
owed.
C. To the extent required by law, GCISD AND GRAPEVINE shall be solely responsible for paying, at its
expense and except as set forth herein, all real estate taxes, if any, levied upon or assessed against GCISD
AND GRAPEVINE’S portion of the Property and for payment of any business or personal property taxes
on GCISD AND GRAPEVINE’S equipment or facilities at the Property.
18. QUIET ENJOYMENT AND NON-INTERFERENCE
GCISD AND GRAPEVINE 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.
19. BROKERS
GCISD AND GRAPEVINE and TENANT represent to each other that they have not negotiated with any
real estate broker in connection with this Lease. GCISD AND GRAPEVINE 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 indemnify, to the extent
allowed by law, 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 GCISD AND GRAPEVINE, shall provide GCISD AND GRAPEVINE 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 GCISD AND GRAPEVINE 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.
TENANT Site ID: Mustang Stadium WT / 5000383342
B. GCISD AND GRAPEVINE, at the request of TENANT, shall provide TENANT with a certificate stating:
(i) whether GCISD AND GRAPEVINE has any claim against TENANT and if so, stating the nature of such
claim; (ii) that subject to the terms of this Lease, GCISD AND GRAPEVINE recognizes TENANT's right to
TENANT's antennas, equipment and other property; (iii) that subject to the terms of this Lease, TENANT
has the right to remove TENANT's equipment and other property from the Leased Site notwithstanding that
same may be considered a fixture under local law; and (iv) that GCISD AND GRAPEVINE has no interest
in and disclaims any interest to TENANT's equipment and other property.
21. MISCELLANEOUS PROVISIONS
A. GCISD AND GRAPEVINE warrant that GCISD AND GRAPEVINE is seized of good and sufficient title
to and interest in the Leased Site and has full authority to enter into and execute this Lease and that there
are no undisclosed liens, judgments or impediments of title on the Property that would affect this Lease.
B. This Lease, including the attached Exhibits which are hereby incorporated by reference, incorporates all
agreements and understandings between GCISD AND GRAPEVINE and TENANT, and no verbal
agreements or understandings shall be binding upon either GCISD AND GRAPEVINE or TENANT, and
any addition, variation or modification to this Lease shall be ineffective unless made in writing and signed
by the parties.
C. TENANT agrees that any improvements constructed by TENANT will at all times during this Lease
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 TENANT'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 successors and permitted 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. TENANT at its sole expense, and as directed and approved by GCISD AND GRAPEVINE will continue
to maintain the improvements constructed by TENANT pursuant to the previous lease between GCISD,
GRAPEVINE and TENANT.
I. If GCISD and GRAPEVINE substantially breaches this Lease in any manner and if GCISD and
GRAPEVINE fails to commence to cure such breach within thirty (30) business days after receiving a written
notice from TENANT specifying the violation (or GCISD and GRAPEVINE fails thereafter to diligently
prosecute the cure to completion), then TENANT may terminate this Lease or pursue any other remedy
available to it at law or in equity.
J. In the event that: (i) the Leased Site is encumbered by or subject to any debts and liens; and (ii) GCISD
AND GRAPEVINE defaults in the payment and/or performance of said debts and liens, TENANT may, at
its option and without obligation, cure or correct GCISD AND GRAPEVINE's defaults, and upon doing so,
TENANT Site ID: Mustang Stadium WT / 5000383342
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 require GCISD AND GRAPEVINE to
reimburse TENANT for its reasonable expenses incurred curing GCISD AND GRAPEVINE's defaults.
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, provided, however, that should a court invalidate (1) the compensation to be paid to
GRAPEVINE and GCISD, (2) the indemnity provision of this Lease, or (3) the insurance requirements ,
then the parties hereto shall immediately terminate the Lease or at the sole option of GRAPEVINE and
GCISD jointly, the parties may work together in good faith to amend the Lease to update such provisions
as necessary.
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. Venue for any
dispute arising out of this Lease shall be in Tarrant County, Texas. 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, each party shall bear their respective attorneys’ fees, court costs, and other
reasonable litigation expenses incurred as a result of such action or proceeding.
M. In addition to the other remedies provided for in this Lease, GCISD AND GRAPEVINE 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. TENANT shall not file this Lease, or any instrument asserting any property rights to the Property in the
Tarrant County deed records or any other deed records. Any attempt to record ownership rights to the
Property shall result in the immediate termination of this Lease.
P. TENANT hereby represents that it has full right, power and authority to make this Lease for the term
aforesaid without the consent or joinder of any other party, and the person signing on behalf of TENANT
hereby represents that he/she is authorized to bind TENANT to the terms of this Lease.
Q. GCISD AND GRAPEVINE and TENANT agree that this Lease replaces (1) that certain Ground and
Lease Tower Agreement dated November 8, 1998, and referenced by TENANT as Contract #25483 and
(2) that certain Ground and Lease Tower Agreement dated November 19, 1998, and referenced by
TENANT as Contract #25482, by and between GCISD AND GRAPEVINE and TENANT (together, and as
each may have been amended or otherwise modified as of the date hereof, the “Terminated Agreements”).
GCISD AND GRAPEVINE and TENANT acknowledge that notwithstanding the termination of the
Terminated Agreements and the commencement of this Lease, TENANT may continue to make, and
GCISD AND GRAPEVINE may continue to receive, rental and other payments pursuant to the Terminated
Agreements. In such event, any rental or other payments made pursuant to the Terminated Agreements
after its termination shall be applied and credited against any rentals or other payments due under this
Lease.
22. CIVIL ORDER 5281
A. GCISD AND GRAPEVINE and TENANT further agree that the following restrictions shall in all things be
observed, followed, and complied with:
TENANT Site ID: Mustang Stadium WT / 5000383342
(1) The Leased Site, or any part thereof, shall not be used in the operation of, or in conjunction with, any
school or other institution of learning, study or instruction which discriminates against any person because
of his race, color, or national origin, regardless of whether such discrimination be effected by design or
otherwise.
(2) The Leased Site, or any part thereof, shall not be used in the operation of, or in conjunction with, any
school nor other institution of learning, study or instruction which creates, maintains, reinforces, renews, or
encourages, or which tends to create, maintain, reinforce, renew or
encourage a dual school system.
(3) These restrictions and conditions shall be binding upon TENANT, its successors and assigns, for the
entire period of time this Lease is in effect.
B. The foregoing restrictions and other covenants hereafter set out are covenants running with the land,
and each and every parcel thereof, and shall be fully binding upon any person, firm, partnership,
corporation, trust, church, club, governmental body, or other organization or entity whatever (whether
private or governmental in nature), without limitation, hereafter acquiring any estate, title, interest or
property in the Leased Site, whether by descent, devise, purchase or otherwise; and no act or omission
upon the part of GCISD AND GRAPEVINE, its successors and assigns, shall be a waiver of the operation
or enforcement of such restrictions; but neither restriction shall be construed to be a condition subsequent
or special limitation on the estate thereby conveyed.
C. It is further covenanted, that third party beneficiaries of the restrictions set forth above shall be as follows:
(1) As to the restrictions set out in A (1) above, any person prejudiced by its violation;
(2) As to the restriction set out in A (2) above, any public school district or any person prejudiced
by its violation; and
(3) As to either or both of the restrictions set out in A (1) and A (2) above, the United States of America, as
plaintiff, and the American G.I. Forum, the League of United Latin American Citizens (LULAC), and the
National Association for the Advancement of Colored People (NAACP), as intervenors, in U.S. v. Texas,
Civil Action No. 5281, Tyler Division, U.S. District Court, Eastern District of Texas; reported in U.S. v. Texas,
321 F.Supp. 1043 (E.D. Tex. 1970); U.S. v. Texas, 330 F.Supp. 235 (E.D. Tex. 1971); aff'd with
modifications sub nom, U.S. v. State of Texas and J.W. Edgar, et al., 447 F.2d 441 (5th Cir. 1971); stay
den, sub nom, Edgar v. U.S., 404 U.S. 1206 (1971); cert den. 404 U.S. 1016 (1972).
D. It is further covenanted, that in case of a violation of either or both of the above restrictions, any of the
third-party beneficiaries above alluded to is authorized and empowered to prosecute proceedings at law or
in equity against any person, firm, partnership, corporation, trust, church, club, governmental body or other
organization or entity whatever (whether private or governmental in nature), without limitation:
(1) To enforce either or both of such restrictions relating to the use of the above-described property;
(2) To abate or prevent violations of either or both of such restrictions; and
(3) To recover damages for a breach of either or both of such restrictions.
E. It is further covenanted, that if any third-party beneficiary referred to above shall prosecute proceedings
at law or in equity for the aforesaid purposes, such third-party beneficiary may recover reasonable attorney's
fees from the violator or violators of either or both of such restrictions, if the Court finds that the proceedings
were necessary to bring about compliance therewith.
TENANT Site ID: Mustang Stadium WT / 5000383342
[Signatures appear on the following page.]
TENANT Site ID: Mustang Stadium WT / 5000383342
IN WITNESS WHEREOF, GCISD AND GRAPEVINE and TENANT have duly executed this Lease as of
the date first above written.
CELLCO PARTNERSHIP d/b/a Verizon Wireless
By:_________________________________
Name: ______________________________
Title:________________________________
Date: _______________________________
GRAPEVINE COLLEYVILLE INDEPENDENT SCHOOL DISTRICT
By:_________________________________
Name: _______Shannon Braun_______________________
Title:_______________President, GCISD Board of Trustees_________________
Date: _______August 26, 2024________________________
CITY OF GRAPEVINE
By:_________________________________
Name: ______________________________
Title:________________________________
Date: _______________________________
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EXHIBIT B
TENANT Site ID: Mustang Stadium WT / 5000383342
EXHIBIT “C”
Request Form for Like for Like Modifications
*********************THIS REQUEST IS BEING SUBMITTED FOR EXPEDITED REVIEW*******************
Date: ______________________
RE: That certain Ground and Tower Lease Agreement dated ___________________, 2024 (the
“Agreement”), by and between Grapevine-Colleyville Independent School District ("GCISD"), the City of
Grapevine (“GRAPEVINE”), and Cellco Partnership, a Delaware general partnership d/b/a Verizon
Wireless ("TENANT")
Pursuant to Paragraph 3(A) of the Agreement, TENANT is submitting this request for expedited review of
the following Like for Like Modifications:
(1) Removal of the following equipment:
[Insert the quantity, make/model, dimensions, and weight of each piece of equipment to be removed]
(2) Installation of the following equipment:
[Insert the quantity, make/model, dimensions, and weight of each piece of equipment to be installed]
(3) Purpose of the Like for Like Modifications:
[Insert brief summary of purpose]
GRAPEVINE and GCISD acknowledges that they have received and reviewed TENANT’s construction
drawings for the Like for Like Modifications detailed above (a copy of such drawings is enclosed with this
request). Accordingly, as evidenced by their respective signatures below, GRAPEVINE and GCISD
hereby approve of said Like for Like Modifications in accordance with the Agreement.
CELLCO PARTNERSHIP d/b/a Verizon Wireless
By: ______________________
Name: ___________________
Its: ______________________
Date: ____________________
AGREED TO AND ACCEPTED BY:
GRAPEVINE COLLEYVILLE INDEPENDENT
SCHOOL DISTRICT
By: ______________________
Name: ___________________
Its: ______________________
Date: ____________________
CITY OF GRAPEVINE
By: ______________________
Name: ___________________
Its: ______________________
Date: ____________________