EXHIBIT 10.10
MASTER ANTENNA SITE LEASE NO. ____
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LESSOR: Pinnacle Towers Inc. LESSEE: Teletouch Communications, Inc.
Third Floor ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
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This Master Tower Site Lease (the "Lease") is entered pursuant to a
Contract of Sale dated December 31, 1997, between Lessor and Lessee (the
"Purchase Agreement"). Capitalized terms used but not defined in this Lease
have the meanings ascribed to them in the Purchase Agreement. Lessee
acknowledges and agrees that Lessee's entering into and performing under this
Lease is a material inducement to Lessor's purchase of the Property under the
Purchase Agreement.
Lessor operates the antenna site(s) described in the Antenna Site Lease
Schedule(s) executed and delivered by Lessor and Lessee pursuant to this Lease
from time to time (each a "Schedule" and, collectively, the "Schedules").
Lessor desires to lease to Lessee and Lessee desires to lease from Lessor
certain space at the site for the continuing operation of Lessee's equipment
which is currently installed and equipment which may be installed in the future
on the terms set forth in the Schedule(s) and herein. If the terms of a
Schedule conflict with this Lease, the Schedule shall control.
1. LEASED PREMISES. Lessor hereby leases to Lessee space at the site as
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specified and described in a Schedule. If a Schedule provides that Lessee's
equipment will be connected to a multiplexer, Lessee shall be responsible for
all costs of multiplexer modules and other equipment required for the
connection.
2. TERM.
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(a) The initial term and, if applicable, renewal terms of this Lease for
any antenna system shall be for a period of ten (10) years beginning on the date
of execution of this Lease. Provided Lessee is not in default, the lease term
may, by mutual agreement, be renewed for one or more five-year terms, at a
rental rate to be mutually agreed upon.
(b) If Lessee holds over the leased premises after the final term of
this Lease, then this Lease shall revert to a month-to-month term, and rent
shall be 150% of the rent for the last month of the preceding term. Lessor shall
have the right during such month-to-month term to terminate this Lease without
cause upon thirty (30) days notice to Lessee.
3. RENT.
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(a) Lessee shall pay rent at the rate of $48,140.50 per month. Such
rental rate shall increase by 1.5% on each of the first four annual anniversary
dates of this Lease, and by 2.5% on each of the fifth through ninth anniversary
dates of this Lease. Rent for any fractional month at the beginning or end of a
term shall be prorated. Monthly rent as specified above applies to the
cumulative equipment currently in operation by Lessee at the twenty sites to be
acquired by Lessor pursuant to the Purchase Agreement.
(b) Lessee shall pay rent by electronic transfer or direct to Lessor's
lockbox account at Pinnacle Towers Inc., ▇.▇. ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
no later than the first day of each calendar month with respect to which it is
payable. If payment is not received by the 10th of any month, Lessor has the
option to charge a late fee equal to the greater of $25 or 1 1/2% per month of
the amount due.
(c) Any security deposit required by this Lease will be held in a non-
interest bearing account and shall be returned to Lessee thirty (30) days
following the conclusion of the lease term of the Schedule, provided Lessee is
not in default.
(d) Lessee shall pay all sales or use taxes applicable to rent payable
under this Lease or as a direct result of Lessee's equipment being located on
the leased premises.
4. INSTALLATION.
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(a) Lessor and Lessee acknowledge that Lessee currently has certain
equipment installed at the sites, which equipment is subject to the terms of
this Lease. Additionally, Lessor acknowledges that Lessee may wish to install
additional equipment at the sites in the future.
(b) Lessee shall install and operate only the equipment currently in
place on the leased premises and identified in the Schedules, and the cost of
Lessee's installation and licensing fees shall be borne solely by Lessee.
Lessee shall comply with all site rules and standards contained in Exhibit A to
this Lease with respect to any equipment that Lessor subsequently agrees may be
added to the
Schedules, but will not be required to so comply with respect to the equipment
currently in place on the leased premises and identified in the Schedules on the
date of this Lease unless the tower whereupon the equipment is located is
subsequently upgraded or replaced by Lessor.
(c) During installation of any later approved equipment, Lessee shall
not cause interference of any kind to the activities of Lessor or lessees on the
site. If such interference is caused by Lessee and cannot be reduced to levels
reasonably acceptable to Lessor, Lessee shall immediately halt all installation
work, and Lessor may elect to terminate this Lease by giving Lessee ten (10)
days written notice.
(d) Lessee represents that: (I) Lessee's current and future equipment
and the operation and use thereof materially complies and will comply with all
applicable law, and (II) all equipment has received all approvals of
governmental authorities required in connection with ownership thereof and have
been operated and maintained in accordance with applicable law.
5. USES OF LEASED PREMISES.
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(a) Lessee shall use the leased premises and conduct its communications
operations in compliance with the terms of its FCC license and applicable
regulations imposed by any other governmental agency. Lessee shall, if
requested, provide Lessor with copies of such permits.
(b) Lessee shall have a non-exclusive right to access the leased
premises twenty-four (24) hours a day, 365 days a year for its employees,
agents, or representatives as designated. In accordance with procedures in
Exhibit A, Lessee will be issued a key, key card, and/ or access code to unlock
the gate and transmitter room for maintenance purposes. This key may not be
duplicated, loaned, or transferred to any other entity. If this key or keycard
is lost or the integrity of security is breached by Lessee, Lessee will bear the
expense for Lessor to re-tool the locks, reprogram the security system, and
provide new keys and/or keycards for all authorized persons. Lessee shall
provide Lessor the name of Lessee's custodian of the key or keycard; should the
custodian change, Lessee shall notify Lessor, in writing, of the new custodian's
identity within twenty-four (24) hours.
(c) Before performing any installation or maintenance work at a site
(other than emergency and routine maintenance work), Lessee shall notify Lessor
and obtain Lessor's approval of the work to be performed and the persons to
perform the work with such approval not to be unreasonably withheld or delayed.
All contractors and subcontractors of Lessee who perform any services on the
leased premises must be approved by Lessor in advance with said approval not to
be unreasonably withheld or delayed and must hold all licenses necessary for the
work being performed. Lessee shall maintain a log of the entry and exit of its
employees and agents and shall make the log available to Lessor upon request.
(d) Lessee shall not bring onto the site any Hazardous Materials in
violation of any environmental law.
(e) Lessee shall not cause interference of any kind to the operations
of the Lessor or other lessees of space at the towers on the leased premises in
excess of levels permitted by the FCC. However, to the extent that the Lessee
does not cause interference with current lessees, Lessee shall not be required
to make modifications with respect to those lessees. If Lessee is notified that
its operations are causing objectionable interference, Lessee shall promptly
undertake all necessary steps to determine the cause of and eliminate such
interference. If the interference continues for a period in excess of forty-
eight (48) hours following notification, Lessor shall have the right to cause
Lessee to cease operating the offending equipment or to reduce the power
sufficiently to remove the interference until the condition can be remedied.
Lessee shall continue to be obligated to pay rent, and Lessor shall not be held
liable for any damages or loss of revenues. If Lessee is required to
discontinue its operation under this section for a period of sixty (60) days,
and provided Lessee has diligently pursued all reasonable cures and is unable to
eliminate the interference, then Lessee shall have the right to terminate this
Lease. Provided Lessee's equipment is operating properly, if the operations of
any equipment installed after Lessee's equipment cause objectionable
interference to Lessee's operation, then Lessor shall require the interfering
lessee to remedy the interference and bear the costs thereof.
(f) Lessee understands that it is the intention of Lessor to accommodate
as many users as possible at its sites. Lessee shall cooperate, at no cost to
Lessee, with Lessor in rescheduling its transmitting activities, reducing power,
or interrupting its activities for limited periods of time in order to permit
the safe installation of new equipment or new facilities at the site or to
permit repairs to facilities of any user of the site or to the site or related
facilities.
(g) Lessor makes no guaranty or warranty, including any implied warranty
of merchantability or fitness for a particular use. Lessee has examined the
leased premises and determined that they are suitable for its purposes.
6. Utilities. In addition to all rental amounts required hereunder,
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Lessee shall pay to Landlord the sum of $2,936.00 per month for utility costs
incurred by Lessor, and shall not be responsible for utility costs incurred by
Lessor in excess of $2,936.00 per month. Lessee shall also pay all installation
costs for electrical power feeds, phone lines, and other utility installation
for Lessee's equipment.
7. INSURANCE. Requirements are set forth in Exhibit B.
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8. MAINTENANCE OF SITE.
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(a) Lessor shall maintain the site(s) in good repair, ordinary wear and
tear excepted, and in compliance with applicable sections of Part 17 of the
FCC's rules pertaining to lighting, marking, inspection, and maintenance. In
cases where such FCC regulations require the painting of Lessee's feedlines,
Lessee hereby consents to such painting at Lessor's expense.
(b) Lessee shall maintain its equipment in accordance with standards of
good engineering practice to assure that it conforms with the site standards in
Exhibit A and shall at the conclusion of a Schedule surrender possession of the
leased premises to Lessor in the same condition they were at the commencement of
the Schedule, ordinary wear and tear excepted.
9. ALTERATION BY LESSEE.
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(a) Lessee may not make improvements or alterations to the tower(s),
building(s), or any portion of the leased premises without the expressed written
permission of Lessor. Any such improvements that are approved by Lessor and
made by Lessee shall become the property of Lessor upon termination or
expiration of this Lease.
(b) Notwithstanding Section 9(a) above, Lessee may make changes and
alterations in its equipment provided that (i) such changes or alterations
conform with standards of good engineering practice and the provisions of
Section 5, (ii) plans and specifications are first submitted to and approved in
writing by Lessor (such approval not to be unreasonably withheld or delayed
using customary commercial standards), and (iii) any proposed changes or
alterations do not materially increase the "wind loading" of the tower. Upon
Lessor's reasonable request, Lessee will provide an independent professional
analysis of "wind loading" and stress to determine any changes that equipment
replacements or alterations would cause.
10. SITE DAMAGE; DAMAGE TO LESSEE'S EQUIPMENT; SERVICE INTERRUPTION.
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(a) If a site is fully or partially destroyed or damaged, Lessor, at its
option, may elect to terminate a Schedule upon ten (10) days written notice to
the Lessee. In this event, Lessee shall owe rent only up to the date on which
Lessee was unable to conduct its normal operations solely due to the damage or
destruction of the site.
(b) Lessor, at its option, may elect to repair or rebuild the site, in
which case, the Schedules shall remain in force. Lessor will provide Lessee at
least thirty (30) days notice thereof, and any such project shall be completed
within one hundred eighty (180) days after the date of damage or destruction.
If reconstruction or repair cannot reasonably be undertaken without dismantling
Lessee's antenna, then Lessor may remove Lessee's antenna and interrupt Lessee's
operations, thereafter replacing the antenna as soon as reasonably possible.
Lessee shall be entitled to a pro rata abatement of rent for the time it is
unable to conduct its normal operations as a result of such total or partial
destruction or damage or need of repair. Lessee shall also be entitled to a pro
rata abatement of rent, if Lessor does not repair or rebuild the site in
accordance with the terms hereof, in an amount for the damaged location
calculated in accordance with the allocation set forth on the attached Exhibit
C.
(c) Under no circumstances whatsoever shall Lessor be responsible for
damage to or loss of Lessee's equipment, or for financial loss due to business
interruption, unless by Lessor's negligence or willful misconduct.
(d) Lessor shall incur no liability to Lessee for failure to furnish
space and/or electrical power if prevented by war, fires, accidents, acts of
God, or other causes beyond its reasonable control. During such period, Lessee
shall be entitled only to a pro rata abatement of rent for the time it is unable
to conduct substantially normal operations as a result of such circumstances,
except that Lessee shall not be entitled to any abatement for outages of less
than twenty-four (24) hours consecutive duration.
11. EMINENT DOMAIN. If the land or leased premises (or any material part
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thereof) upon which a tower, foundation, or building is located are acquired or
condemned under the power of eminent domain, whether by public authority, public
utility, or otherwise, then the applicable Schedule shall terminate as of the
date of the acquisition. Lessor shall be entitled to the entire amount of any
condemnation award, and Lessee shall be entitled to make claim for and retain a
condemnation award based on and attributable to the expense and damage of
removing its fixtures.
12. INDEMNIFICATION BY LESSEE. Lessee shall indemnify, hold harmless, and
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defend Lessor for and against any and all liabilities, claims, demands, suits,
damages, actions, recoveries, judgments, and expenses (including court costs,
reasonable attorneys' fees, and costs of investigation) resulting from: (a) a
breach by Lessee of any provision contained herein or any agreement executed
pursuant hereto; and (b) injuries to or death of any person or any damage to
property or loss of revenues due to discontinuance of operations at the leased
premises resulting from, or that is claimed to result from or arise out of any
act or omission of Lessee or its contractors, subcontractors, agents, or
representatives in or around the leased premises or any breach of this Lease by
Lessee, except to the extent such liabilities are directly caused by the willful
misconduct or gross negligence of Lessor.
13. INDEMNIFICATION BY LESSOR. Lessor shall indemnify, hold harmless,
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and defend Lessee for and against any and all liabilities, claims, demands,
suits, damages, actions, recoveries, judgments, and expenses (including court
costs, reasonable attorneys' fees, and costs of investigation) resulting from:
(a) a breach by Lessor of any provision contained herein or any agreement
executed pursuant hereto; and (b) injuries to or death of any person or any
damage to property or loss of revenues due to discontinuance of operations at
the leased premises resulting from, or that is claimed to result from or arise
out of any act or omission of Lessor or its contractors, subcontractors,
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agents, or representatives in or around the leased premises or any breach of
this Lease by Lessor, except to the extent such liabilities are directly caused
by the willful misconduct or gross negligence of Lessee.
14. ASSIGNMENT. Lessee shall not assign, mortgage, or encumber this Lease
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and shall not sublet or permit the leased premises or any part thereof to be
used by others without the express written approval of Lessor, which consent
shall not be unreasonably withheld or delayed. Notwithstanding the foregoing,
Lessor's consent shall not be required in the event Lessee assigns this Lease to
a purchaser of all or substantially all assets of Lessee. No sublease or
authorized use by others shall relieve Lessee of its obligations under this
Lease. Lessor may assign, mortgage, or encumber its rights under this Lease at
any time.
15. DEFAULT BY LESSEE. If Lessee fails to make payments within ten (10)
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days of date due and such failure continues for five (5) days after written
notice from Lessor, Lessee is adjudged bankrupt or insolvent, makes a transfer
in fraud of creditors, makes an arrangement for the benefit of creditors;
institutes voluntary bankruptcy or insolvency proceedings or consents to the
filing of a bankruptcy or insolvency proceeding or files a petition or answer or
consent seeking reorganization or liquidation under any bankruptcy or similar
laws; a receiver or trustee is appointed for substantially all of the assets of
Lessee or for Lessee's leasehold interest in this Lease, or; any representation,
warranty, or covenant of Lessee herein is untrue, false, or misleading at any
time; or Lessee fails to comply with any other term of this Lease after receipt
of written notice from Lessor, and does not cure such other failure within
thirty (30) days of such written notice, or does not commence to cure within
thirty (30) days and complete such cure within ninety (90) days of such written
notice (each an "Event of Default"); then Lessor shall have the option to
terminate this Lease or any or all Schedules, in which event Lessee shall
surrender possession of the leased premises within ten (10) days, or to pursue
any other remedy available to Lessor under this Lease or otherwise provided by
law or equity. Lessor may also apply any or all of the deposit or prepaid rent
to cure a default. Upon an Event of Default, Lessee shall pay Lessor the sum
of: (a) the unpaid rent and other amounts payable hereunder through the date of
such Event of Default; (b) the cost of repairing, altering, or otherwise putting
the leased premises into condition acceptable to a new lessee or lessees; (c)
all expenses incurred by Lessor in enforcing its remedies, including reasonable
attorneys' fees and court costs; (d) any other damages or relief Lessor may be
entitled to at law or in equity.
Lessee shall be liable for all expenses incurred by Lessor for recovery, and
repossession by Lessor, which actions shall not affect the obligations of Lessee
for the unexpired term of this Lease unless Lessor terminates this Lease.
16. DEFAULT BY LESSOR. Upon the occurrence of any act or omission by Lessor
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that would give Lessee the right to damages or the right to terminate a Schedule
or this Lease, Lessee shall not ▇▇▇ for damages or exercise any right to
terminate this Lease or a Schedule until it gives Lessor and any mortgagee (the
existence of which Lessor notifies Lessee in writing) of this Lease notice in
writing of the act or omission and a reasonable time (which shall not be less
than thirty [30] days) to remedy such act or omission.
17. REMOVAL OF LESSEE'S EQUIPMENT. At the termination of a Schedule,
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provided Lessee is not in default, Lessee shall have one hundred eighty (180)
days to remove its equipment in accordance with Lessor's designation of the
order of removal, but such removal shall be within thirty (30) days if Lessee
defaults in any rent payment. Lessee shall pay all costs in connection with the
removal.
18. SUBORDINATION. This Lease is and shall be subject and subordinate to
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all mortgages that may now or hereafter affect the leased premises and to all
renewals, modifications, consolidations, replacements, and extensions thereof;
provided, however, as a condition precedent to any such subordination, the party
secured by such instrument shall covenant for itself and any purchaser at
foreclosure not to disturb Lessee's quiet enjoyment so long as Lessee is not in
default hereunder. This subordination shall be self-operative and no further
instrument of subordination shall be required by any mortgagee. However, upon
written request from Lessor, Lessee shall execute a certificate confirming such
subordination.
19. LIENS. Lessee shall not suffer or permit any liens to stand against the
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leased premises or any part thereof by reason of any work, labor, service, or
materials done for, or supplied for, or supplied to or claimed to have been done
for, or supplied to, Lessee or anyone holding Lessee's property or any part
thereof through or under Lessee ("Mechanics' Liens"). If any Mechanics' Lien
shall at any time be filed against the leased premises, Lessee shall cause it to
be discharged of record within thirty (30) days after the date of filing by
either payment, deposit, or bond. If Lessee fails to discharge any such
Mechanics' Lien within such period, then, in addition to any other right or
remedy of Lessor, Lessor may, but shall not be obligated to, procure the
discharge of the Mechanics' Lien. All amounts incurred by Lessor, including
reasonable attorneys' fees, in procuring the discharge of such Mechanics' Lien,
together with interest thereon at 12% per annum from the date of incurrence,
shall become due and payable immediately by Lessee to Lessor.
20. ESTOPPEL CERTIFICATES. At any time, but not with less than ten (10)
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days prior written notice, Lessee shall execute, acknowledge, and deliver to
Lessor a statement in writing certifying, if true, that this Lease and
applicable Schedule(s) are unmodified and in full force and effect (or, if there
have been any modifications, that the Lease is in full force and effect as
modified and stating the modifications), and the dates to which rent and other
charges, if any, have been paid in advance.
21. SITE RELOCATION. If Lessor reasonably determines that it is not able
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to continue to lease any site to Lessee due to any title defect or condition
that existed or arose before the date hereof, then if Lessor locates another
site within a 5 mile radius of the subject site, Lessee shall be obligated to
relocate to such replacement site, at its cost and expense. Notwithstanding the
foregoing sentence, Lessee shall
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be obligated to pay all rent allocable to the Mexia Site and Temple Site (as
hereinafter defined) whether or not Lessor locates a replacement site for the
Lessee upon the occurrence of the following: (1) Lessor reasonably determines
that it is not able to lease to the Lessee the Mexia Site identified as Site No.
4170 in the Purchase Agreement (the "Mexia Site") due to tax suits and or
judgments which are currently outstanding against the Mexia Site, or (2) Lessor
reasonably determines it is not able to lease to the Lessee the Temple Site
identified as Site No. 4120 in the Purchase Agreement (the "Temple Site") due to
the fact that there is no building permit or variance for the Temple Site for
the improvements as they currently exist. For the preceding sentence, Lessor
agrees to use reasonable efforts to locate a replacement site within a five (5)
mile radius of the subject site, but Lessor shall determine in its sole
discretion if it is economically feasible for Lessor to obtain a replacement
site.
22. MISCELLANEOUS.
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(a) The remedies provided herein shall be cumulative and shall not
preclude the assertion by any party hereto of any other rights or the seeking of
any other remedies against the other parties hereto.
(b) Should Lessor permit a continuing default by Lessee under this
Lease, the obligations of Lessee hereunder shall continue, and such permissive
default shall not be construed as a renewal of the term hereof nor as a waiver
of any of the rights of Lessor or obligations of Lessee hereunder.
(c) In addition to the other remedies in this Lease, and anything
contained herein to the contrary notwithstanding, Lessor shall be entitled to
specific performance or injunctive relief of any violation or attempted or
threatened violation of this Lease by Lessee without the necessity to post a
bond.
(d) This Lease may be executed in counterparts, and any number of
counterparts signed in the aggregate by the parties will constitute a single,
original instrument.
(e) This Lease, including the exhibits, schedules, lists and other
documents referred to herein, contain the entire understanding of the parties
with respect to its subject matter. There are no restrictions, agreements,
promises, warranties, covenants, or understandings other than expressly set
forth herein or therein. This Lease supersedes all prior agreements and
understandings between the parties with respect to its subject matter. No
modification of this Lease shall be effective unless contained in a writing
signed, dated and fully witnessed by the authorized representative of both
parties.
(f) All notices, requests, claims, demands, and other communications
hereunder shall be in writing and shall be deemed to have been duly given if
delivered personally by FAX, by courier or mailed (certified mail, postage
prepaid, return receipt requested) to Lessor at the address shown herein and to
Lessee at the address shown on a Schedule or to such other address as any party
may have furnished to the other in writing in accordance with this provision.
(g) This Lease shall be governed by, construed and enforced in
accordance with the laws of the State of Texas without regard to its conflict of
laws rules.
(h) Each party hereby waives any right of recovery against the other for
injury or loss due to hazards covered by insurance or required to be covered, to
the extent of the injury or loss covered thereby. Any policy of insurance to be
provided by Lessee or Lessor pursuant to this Lease shall contain a clause
denying the applicable insurer any right of subrogation against the other party.
IN WITNESS THEREOF, this Lease has been duly executed and delivered by
Lessor and Lessee on the date indicated below.
LESSOR:
PINNACLE TOWERS INC.,
a Delaware corporation
WITNESS: ________________________________ By:_________________________
Name:____________________
Title:___________________
WITNESS: _________________________________ DATE: January 26, 1998
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LESSEE:
TELETOUCH COMMUNICATIONS, INC.,
a Delaware corporation
WITNESS: ________________________________ By:____________________________
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Chairman and Chief
Executive Officer
WITNESS: _________________________________ DATE: January 26, 1998
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EXHIBIT A
TO
PINNACLE TOWERS INC. MASTER ANTENNA SITE LEASE #
ANTENNA SITE STANDARDS APPLICABLE TO ANTENNA ADDED OR RELOCATED AFTER THE
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INITIAL LEASE DATE
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1. PURPOSE: In order to minimize interference to every Lessee's operations
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and equipment, and to maintain good engineering practice, the following
installation and maintenance standards are being established and may be amended
by Lessor when deemed necessary.
2. PRE-INSTALLATION STANDARDS: Prior to any installation, Lessee must
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provide Lessor with complete plans for approval, including list of proposed
equipment and subcontractors, and no work may be performed until approval has
been given and all criteria has been met, which approval shall not be
unreasonably withheld or delayed. All equipment must be placed in approved
locations only, and any changes must be approved by Lessor before the
installation begins. The Lessor or its representative shall be on-site during
major work on the tower. Lessee must notify the Lessor at least five (5) days
in advance of any installation work. Following initial installation, routine
maintenance work to Lessee's equipment may be performed without prior notice.
3. INSTALLATION:
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(a) The following minimum protective devices must be properly installed:
(1) Lightning arrestor in feedline at wall feedthru plate for all non-
broadcast antennas.
(2) Surge protectors in any AC & phone line circuit.
(3) Transmitter RF shielding kit if applicable.
(4) Isolator and harmonic filter.
(5) Duplexer or cavity bandpass filter.
(b) All transmitters, duplexers, isolators, multicouplers, etc. must be
housed in a metal cabinet or rack-mounted.
(c) All transmission lines entering the building must be 1/2"
Heliax/Wellflex or better via a wall feedthru plate, terminating in a
properly installed lightning arrestor with an ID tag on both ends of
the line.
(d) Solid outer shield cable such as Superflex or Heliax/Wellflex must be
used for all intercabling outside the cabinet. The use of braided RF
cable (eg; RG8) will NOT be permitted outside the cabinet to minimize
RF leakage which could cause interference.
(e) All antenna, power and phone cables shall be routed to the base station
in a neat manner using routes provided for that purpose. All phone
lines shall use shielded cable properly grounded.
(f) All stations are to obtain power from the power panel and/or AC
receptacle provided for their specific use.
(g) All RF equipment cabinets must be grounded to the site ground system
using copper strap or ribbon cable with cadweld or silver solder
connections.
(h) All antenna lines shall be electrically bonded to the tower at the
antenna and at the bottom of the tower using grounding kits installed
per manufacturer's specifications, and all antenna brackets must be
pre-approved.
(i) All equipment cabinets shall be identified with a typed label under
plastic on which the Lessee's name, address and 24-hour phone number
must be listed, in addition to a copy of Lessee's FCC license.
(j) Monitor speakers shall be disabled except when maintenance is being
performed.
(k) All antenna lines will be tagged within twelve (12) inches of the
antenna, at the entrance to the building, at the repeater or base
station cabinet, and/or at the multicoupler/combiner ports.
(l) No drilling, welding or alteration of the tower is permitted for any
reason.
(m) All ferrous metals located outside of the building or on the tower
shall be either stainless steel or hot-dipped galvanized, not plated.
(n) Painted towers will require the painting of feedline by the Lessee
prior to or before completion of the install.
4. GENERAL: Lessee must comply with any applicable instructions regarding
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any site security system.
(a) Gates shall remain closed at all times unless entering or exiting the
premises. When leaving the building, ensure that all doors are locked
and the security system is armed.
(b) Any tower elevator may be used only after receiving proper instruction
on its use, signing a waiver and receiving authorization from the Lessor.
(c) This lease does not guarantee parking space. If space is available,
park only in the designated areas. Do not park so as to block any ingress or
egress except as may be necessary to load or unload equipment. Parking is for
temporary use while working at the site.
(d) Do not adjust or tamper with the thermostats or HVAC systems.
Access to the building roof is restricted to authorized maintenance
personnel.
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EXHIBIT B
TO
PINNACLE TOWERS INC. MASTER ANTENNA SITE LEASE #
INSURANCE FOR LESSEE AND LESSEE'S CONTRACTORS AND SUBCONTRACTORS
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Lessee, its contractors and subcontractors, will provide certificates of
insurance with Lessor named as "additionally insured" on policies except workers
compensation showing the insurance in force with a thirty (30) days day notice
of cancellation, non-renewal or material change. Certificate must be site
specific. In addition, it is the Lessee's responsibility to communicate to
Lessor, forty eight (48) hours in advance, when any work (other than routine and
emergency work) will be taking place at tower site. Coverage for contractors
and subcontractors are as follows:
Lessee will require contractors working on the leased site in the capacity of
General Site Maintenance limited to:
(a) Grounds and vegetation maintenance and installation not requiring
heavy equipment.
(b) Minor repairs and installations to existing facilities (locks,
plumbing, fencing, air conditioning, etc.) will carry an umbrella/
excess liability in excess of the business automobile, commercial
general liability and workers compensation of a minimum of:
Each occurrence limit $1,000,000.00
General aggregate limit $1,000,000.00
Lessee will for itself, and will require contractors working at the tower site
only but not on the tower itself, excluding the above functions to, carry an
umbrella / excess liability in excess of the business automobile, commercial
general liability and workers compensation with minimum limits of:
Each occurrence limit $3,000,000.00
General aggregate limit $3,000,000.00
Lessee will for itself, and will require contractors working at the tower site
in ANY capacity which requires climbing the tower itself to, carry an
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umbrella/excess liability in excess of the business automobile, commercial
general liability and workers compensation of a minimum of:
Each occurrence limit $5,000,000.00
General aggregate limit $5,000,000.00
The Lessee and Lessee's representatives, contractors and independent
contractors, are not related to the Lessor other than by this lease of space at
the site.
INSURANCE: Before commencement of any lease term under the schedule, Lessee,
its contractors and subcontractors operations shall procure and maintain
insurance coverage covering all of Lessee's, its contractors and subcontractors
operations and activities in, upon or in conjunction with the leased premise.
The insurance shall be provided in companies legally qualified to transact
business in the State where the site is located in companies with an AM Best
Rating of A-: VIII or greater with the following minimum limits.
PROPERTY: Lessee is responsible for insuring for all loss or damage to their
property or the property of others for which they are responsible including loss
of use or business interruption. Lessor assumes no responsibility for damage
occurring to Lessee's, Lessee's contractors and/or subcontractors real,
personal property and/or business interruption regardless of location.
BUSINESS AUTOMOBILE LIABILITY: Bodily Injury and Property Damage Liability or
owned, hired and non-owned vehicles:
Combined Single Limit $1,000,000.00
8
EXHIBIT B (CONT.)
TO
PINNACLE TOWERS INC. MASTER ANTENNA SITE LEASE #
INSURANCE FOR LESSEE LESSEE'S CONTRACTORS AND SUBCONTRACTORS
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COMMERCIAL GENERAL LIABILITY: Including but not limited to bodily injury
liability, property damage liability, products and completed operations
liability, broad form property damage liability and personal injury liability:
Policy Form Occurrence
General Aggregate Limit $1,000,000.00
Products & Completed Operations Limit $1,000,000.00
Personal Injury & Advertising Injury Limit $1,000,000.00
Each Occurrence Limit $1,000,000.00
Fire Damage Limit $ 50,000.00
Medical Expense Limit $ 5,000.00
WORKERS COMPENSATION:
Requirements for the State of the site location Statutory
Employers Liability
Limit each accident $ 100,000.00
Limit disease aggregate $ 500,000.00
Limit disease each employee $ 100,000.00
Lessor shall be added as an additional insured on Lessee's policies except
workers compensation. A certificate of insurance naming the Lessor as an
additional insured and showing the insurance in force shall be delivered to
the Lessor with a thirty (30) day notice of cancellation, non-renewal or
material change. Lessee agrees that the insurance coverage's outlined
above may be maintained pursuant to master policies of insurance covering
the specific site locations but requires that limits shall not be reduced
at the Lessor's site by activities at the Lessee's other sites or
operations. Limits of coverage are named site specific.
9
EXHIBIT C
PER SITE RENT ALLOCATION
ANTENNA TOWER SITE LEASE SCHEDULE NO.:
MASTER SITE LEASE NO.:
LEASE REFERENCE:
PAGE (1) OF (2)
This Antenna Site Lease Schedule is an integral part of the Master Antenna Site
Lease referred to above, the terms of which are hereby incorporated herein. If
there is a conflict between the terms of this Schedule and the Lease, this
Schedule shall prevail.
LESSOR: Name: Pinnacle Towers Inc.
Address: ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇/▇▇▇▇▇/▇▇▇: ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Phone: 941/▇▇▇-▇▇▇▇ Fax: 941/▇▇▇-▇▇▇▇
LESSEE: Name: Teletouch Communications, Inc.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Phone:
Contact(s):
Fax:
Entity Type: Business Type:
SITE: Name:
Address:
City/State:
Coordinates:
LESSEE SHALL BE SOLELY LIABLE FOR ALL UTILITY COSTS RELATING TO THE INSTALLATION
AND OPERATION OF ITS EQUIPMENT.
THIS AGREEMENT WILL SUPERSEDE ANY AND ALL PREVIOUS AGREEMENTS MADE BETWEEN
LESSOR AND LESSEE FOR THIS SITE.
Lessee's FCC License/Callsign: ________________ Expiration Date: _______________
_______Lessee owned antenna(s) OR ______Multiplexer port of Lessor's antenna
A) TO BE MOUNTED ON THE TOWER: No. of Antennas: No. of Feedlines:
Ant #1: Mounting Height: _______feet Tower leg: ___________
Antenna Mfg/Model:_________________ Length: _______________
Antenna Mount:___________________________________________
Feedline Mfg/Type: ________________ Diameter: _________
Ant #2: Mounting Height: _______feet Tower leg: ____________
Antenna Mfg/Model:_________________ Length: _______________
Antenna Mount:____________________________________________
Feedline Mfg/Type: ________________ Diameter:__________
B) TO BE INSTALLED IN BUILDING:
Equipment Mfg/Model #:____________________ Type (Terminal, Transmitter,
Repeater, etc.): _____________ Number of Channels: _______________ Power:_____
__W
Number of Cabinets:_______________________ Floorspace required:_________
Transmit Frequencies:_______________, _____________, _____________,
____________, _____________, ______________, _______________ Receive
Frequencies: _______________. _____________, ______________, _____________,
______________, _____________, ________________
Filters/Duplexers: ______________________________________________________
2
C) SPACE FOR SATELLITE ANTENNAS & OTHER ANCILLARY SYSTEMS:
Description:__________________________________________Size: ______________
Pole-Mounted (Preferred): _____ Tower Mounting Hgt (if ground space
unavail):__________
Mfg/Model :________________________________________________________________
NOTES: ___________________________________________________________________
___________________________________________________________________
LESSOR:
PINNACLE TOWERS INC.
a Delaware corporation
WITNESS: __________________________________ By:____________________________
Name:_______________________
Title:______________________
WITNESS: __________________________________
Date:__________________________
LESSEE:
TELETOUCH COMMUNICATIONS, INC.,
a ____________ corporation
WITNESS: __________________________________ By:_____________________________
Name:________________________
Title:_______________________
WITNESS: __________________________________
Date:___________________________
3
If the outstanding shares of the Company's common stock are changed into a
different number of shares due to (i) a reclassification, split-up, combination
or exchange of shares, or (ii) any dividend payable in stock or other securities
being declared on such shares, or if, at the time the Consultant exercises
options he received under this Agreement, the bid price for the Company's common
stock as quoted on the OTC Bulletin Board or such other national market system
or exchange on which the Company's common stock is quoted or traded at the time
is less than $.40 per share, then the number of shares subject to options as
described in this paragraph shall adjusted to provide the Consultant with the
same economic effect as contemplated by this Agreement before the occurence of
any of the events described in this sentence.