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Market: MI/IN
Cell Site Number: GRANMIS5602 CS )
Cell Site Name: Muskegon Marshall WT AOA f POC
Fixed Asset Number: 10124756
STRUCTURE LEASE AGREEMENT
THIS STRUCTURE AGREEMENT (“Agreement”), dated as of the latter of the signature dates
below (the “Execution Date”) and effective , 2024 (the “Effective Date”), is entered into by
City of Muskegon, a Michigan municipal corporation, having a mailing address of 933 Terrace Street,
Muskegon, MI 49443 (“Landlord”) and New Cingular Wireless PCS, LLC, a Delaware limited liability
company, having a mailing address of 1025 Lenox Park Blvd NE, 3 Floor, Atlanta, GA 30319 (“Tenant”).
BACKGROUND
Landlord owns or controls that certain plot, parcel or tract of land, as described on Exhibit 1,
improved with a water tower (the “Water Tower’), together with all rights and privileges arising in
connection therewith, located at 275 Marshall Street, in the County of Muskegon, State of Michigan
(collectively, the “Property”). Landlord desires to grant to Tenant the right to use a portion of the Property
in accordance with this Agreement.
Landlord and Tenant (or their predecessors-in-interest) entered into that certain Site Lease dated
October 1, 1998, as amended by that certain First Amendment to the Site Lease dated January 29, 2009, as
amended by that certain Second Amendment to the Site Lease dated August 17, 2012, as amended by that
certain Third Amendment to the Site Lease dated September 23, 2014, and as further amended by that certain
Fourth Amendment to the Site Lease dated November 10, 2014 (collectively, the “Prior Lease”), for the
Premises defined below and the term of the Prior Lease expired on September 30, 2018. Landlord and Tenant
agree that this Agreement shall be effective as of the Effective Date and as of the Effective Date, the Prior
Lease shall be terminated and of no further force and effect, and this Agreement replaces and supersedes the
Prior Lease.
The parties agree as follows:
1. LEASE OF PREMISES. Landlord hereby leases to Tenant a portion of the Property consisting of:
(a) approximately 100 square feet including the air space above such ground space, as described
on attached Exhibit 1, for the placement of Tenant’s Communication Facility;
(b) space for any structural steel or other improvements to support Tenant’s equipment
(collectively, the space referenced in (a) and (b) is the “Equipment Space”);
(c) that certain space on the Water Tower, as generally depicted on Exhibit 1, including the air
space above same, where Tenant shall have the right to install its antennas and other equipment (collectively,
the “Antenna Space”); and
(d) those certain areas where Tenant’s conduits, wires, cables, cable trays and other necessary
connections are located between the Equipment Space and the Antenna Space, and between the Equipment
Space and the electric power, telephone, and fuel sources for the Property (hereinafter collectively referred to
as the “Connection Space”). Landlord agrees that Tenant shall have the right to install connections between
Tenant’s equipment in the Equipment Space and Antenna Space; and between Tenant’s equipment in the
Equipment Space and the electric power, telephone, and fuel sources for the Property, and any other
improvements and will require written approval before installing a flammable fuel source such as natural gas or
propane, which consent may be withheld in Landlord’s sole discretion. Landlord further agrees that Tenant shall
have the right to install, replace and maintain utility lines, wires, poles, cables, conduits, pipes and other
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necessary connections over or along any right-of-way extending from the aforementioned public right-of-way
to the Premises. All new installations of equipment and services by Tenant at the Premises shall require prior
notice and approval by Landlord and Landlord’s inspections department, such approvals not to be
unreasonably withheld, conditioned or delayed. The Equipment Space, Antenna Space, and Connection
Space, are hereinafter collectively referred to as the “Premises.”
2. PERMITTED USE, Tenant, its personnel, invitees, contractors, agents, subtenants, or its authorized
sublessees, or assigns may use the Premises, at no additional cost or expense, for the transmission and
reception of any and all communications signals and, to modify, supplement, replace, upgrade, expand, or refurbish
the equipment, as provided herein, and/or the improvements thereon (collectively, the "Communications Facility") or
relocate the same within the Premises, at any time during the term of the Agreement, so long as these changes do
not exceed the structural capacity of the tower/structure at this height, or at Tenant's sole expense upgrade the
structural capacity, or in order to be in compliance with any current or future federal, state or local mandated
application, including but not limited to emergency 911 communication services or for any other reason.
Before Tenant commences any modification which increase the structural load on the tower/structure, Tenant
shall provide Landlord with a passing structural analysis. Tenant may operate the Communications Facility
at any frequency for which it has all requisite licenses and permits so long as these frequencies do not cause
an interference issue with an existing lawfully installed and properly operated tenant on the tower/structure.
Landlord shall reasonably cooperate in obtaining governmental and other use permits or approvals necessary
or desirable for the foregoing permitted use. As of the Effective Date of this Agreement, Tenant has the right to
install nine (9) antennas, as well as any antennae required for E911 purposes and/or for Tenant to keep its
Communications Facility in compliance with all applicable laws and regulations as required herein. Should Tenant
increase the quantity of antennas beyond nine (9), then Tenant shall increase its monthly rental payment to Landlord by
$325.00 for each additional antenna. Said rental increase shall commence on the Ist day of the month after Tenant
begins the equipment installation. This rental increase shall not apply to antennas added for E911 purposes or for Tenant
to keep the Communications Facility in compliance with any applicable law or regulations as required herein. If
Landlord does not comply with the terms of this section, in addition to any other rights it may have at law,
Tenant may terminate the Agreement and shall have no further liability to Landlord. If Landlord does not
comply with the terms of this section, Tenant will have the right to exercise any and all rights available to it
under law and equity, including the right to cure Landlord’s default and to deduct the costs of such cure from
any monies due to Landlord from Tenant. Landlord and Tenant agree that any portion of the Communication
Facility that may be conceptually described on Exhibit 1 will not be deemed to limit Tenant’s Permitted Use.
If Exhibit 1 includes drawings of the initial installation of the Communication Facility, Landlord’s execution
of this Agreement will signify Landlord’s approval of Exhibit 1. During the Term, Tenant cannot materially
interfere with or block Landlord's access with the main functions and day-to-day operations of the Water Tower or with
existing tenants as of the Effective Date. For a period of ninety (90) days following the start of construction,
Landlord grants Tenant, its subtenants, licensees and sublicensees, the right to use such portions of the
Landlord’s contiguous, adjoining or surrounding property (the “Surrounding Property”) as may reasonably
be required during construction and installation of the Communication Facility. Tenant has the right to install
and operate transmission cables from the equipment shelter or cabinet to the antennas, electric lines from the
main feed to the equipment shelter or cabinet and communication lines from the Property’s main entry point
to the equipment shelter or cabinet, install a generator and to make other improvements, alterations, upgrades
or additions appropriate for Tenant’s Permitted Use, including the right to construct a fence around the
Premises or equipment (so long as the fence does not unreasonably interfere with Landlord's existing use of the Water
Tower or the existing use of the Water Tower by tenants existing as of the Effective Date), install warning signs to
make individuals aware of risks, install protective barriers, install any other control measures reasonably
required by Tenant’s safety procedures or applicable law, and undertake any other appropriate means to secure
the Premises or equipment at Tenant’s expense. Tenant has the right, to install, modify, supplement, replace,
upgrade, expand the Communication Facility (including, for example, increasing the number of antennas or
adding microwave dishes) or relocate the Communication Facility within the Premises at any time during the
Term. Tenant will be allowed to make such alterations to the Property in order to ensure that the
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Communication Facility complies with all applicable federal, state or local laws, rules or regulations. In the
event Tenant desires to modify or upgrade the Communication Facility, in a manner that requires an additional
portion of the Property (the “Additional Premises”) for such modification or upgrade, Landlord agrees to
lease to Tenant the Additional Premises, upon the same terms and conditions set forth herein, except that the
Rent shall increase, in conjunction with the lease of the Additional Premises by the amount equivalent to the
then-current per square foot rental rate charged by Landlord to Tenant times the square footage of the
Additional Premises. Landlord agrees to take such actions and enter into and deliver to Tenant such
documents as Tenant reasonably requests in order to effect and memorialize the lease of the Additional
Premises to Tenant.
3. TERM.
(a) The initial lease term will be ten (10) years (the “Initial Term”), commencing on February
1, 2024. The Initial Term will terminate on the tenth (10th) anniversary of the Initial Term.
(b) This Agreement will automatically renew for five (5) additional five (5) year term(s) (each
additional five (5) year term shall be defined as an “Extension Term”), upon the same terms and conditions
set forth herein unless Tenant notifies Landlord in writing of Tenant’s intention not to renew this Agreement
at least sixty (60) days prior to the expiration of the Initial Term or the then-existing Extension Term.
(c) Unless (i) Landlord or Tenant notifies the other in writing of its intention to terminate this
Agreement at least six (6) months prior to the expiration of the final Extension Term, or (ii) the Agreement is
terminated as otherwise permitted by this Agreement prior to the end of the final Extension Term, this
Agreement shall continue in force upon the same covenants, terms and conditions for a further term of one
(1) year, and for annual terms thereafter “Annual Term”) until terminated by either party hereto by giving
to the other party hereto written notice of its intention to so terminate at least six (6) months prior to the end
of any such Annual Term. Monthly Rent during such Annual Terms shall be equal to the Rent paid for the
last month of the final Extension Term. If Tenant remains in possession of the Premises after the termination
of this Agreement, then Tenant will be deemed to be occupying the Premises on a month-to-month basis (the
“Holdover Term”), subject to the terms and conditions of this Agreement.
(d) The Initial Term, any Extension Terms, any Annual Terms and any Holdover Term are
collectively referred to as the “Term.”
4. RENT.
(a) Commencing on February 1, 2024 (the “Rent Commencement Date”), Tenant will pay
Landlord on or before the fifth (5") day of each calendar month in advance, Four Thousand Eight Hundred
Fifty and No/100 Dollars ($4,850.00) (the “Rent”), at the address set forth above. The Rent shal! continue
during the Term, subject to adjustment as provided herein: on each anniversary of the Rent Commencement
Date, including throughout any Extension Term exercised, the Rent will increase by three percent (3%) over
the Rent paid during the previous year, and every year thereafter. In any partial month occurring after the
Rent Commencement Date, the Rent will be prorated. The initial Rent payment will be forwarded by Tenant
to Landlord within ninety (90) days after the Rent Commencement Date. In addition to Rent, Tenant shall
owe Landlord a one-time signing bonus of Seven Thousand Five Hundred and No/100 Dollars ($7,500.00) upon
the full execution of this Agreement.
(b) Modification of Tenant’s Obligation to Pay — Rent Guarantee. Notwithstanding Tenant’s
obligations to pay Rent set forth under the Agreement, for a sixty (60) month period commencing February
1, 2024, and ending January 31, 2029, Tenant’s obligation to pay the entire Rent is guaranteed in full for such
period and such obligation will not be subject to offset or cancellation by Tenant. Following such sixty (60)
month period, for a sixty (60) month period commencing February 1, 2029 and ending January 31, 2034,
Tenant’s obligation to pay Rent is guaranteed in an amount of no less than 50% of the Rent due for such
period and such obligation will not be subject to offset or cancellation by Tenant. For purposes of this
Agreement, such one hundred twenty (120) month period shall be referred to as the “Rent Guarantee
Period”. The Termination Fee (as hereinafter defined) shall not apply and shall not be payable by Tenant if Tenant
terminates as provided herein within the Rent Guarantee Period. Notwithstanding the foregoing, if Landlord
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exercises any of Landlord’s rights to terminate the Agreement, if any, other than the Landlord’s right to
terminate the Agreement due to the default of Tenant under the terms of the Agreement beyond any applicable
grace period, Tenant will be released from any and all of its obligations to pay Rent during the Rent Guarantee
Period as of the effective date of the termination. In addition, Tenant shall be released from any and all of its
obligations to pay Rent during the Rent Guarantee Period if the following shall occur: (i) Landlord is in breach
of the Agreement, including but not limited to any default under the terms of the Agreement beyond any
applicable grace and cure period; (ii) there is a foreclosure of the Agreement which results in a termination of
the Agreement; or (iii) the Landlord shall require Tenant to relocate Tenant’s equipment and facilities to a
location that is not acceptable to Tenant in its reasonable business judgment if allowed for in the Agreement.
If the Agreement is further modified in the future with an obligation for Tenant to pay additional Rent, the
payment of Rent guarantee established in this paragraph will not be diminished or limited, but such Rent
guarantee will not extend to that future additional Rent obligation.
(c) All charges payable under this Agreement such as utilities and taxes shall be billed by
Landlord within one (1) year from the end of the calendar year in which the charges were incurred; any
charges beyond such period shall not be billed by Landlord, and shall not be payable by Tenant. The foregoing
shall not apply to monthly Rent which is due and payable without a requirement that it be billed by Landlord.
The provisions of this subsection shall survive the termination or expiration of this Agreement.
5. APPROVALS.
(a) Landlord agrees that Tenant's ability to use the Premises is contingent upon the suitability of
the Premises and Property for Tenant's Permitted Use and Tenant's ability to obtain and maintain all
governmental licenses, permits, approvals or other relief required of or deemed necessary or appropriate by
Tenant for its use of the Premises, including without limitation applications for zoning variances, zoning
ordinances, amendments, special use permits, and construction permits (collectively, the "Government
Approvals"). Landlord authorizes Tenant to prepare, execute and file all required applications to obtain
Government Approvals for Tenant’s Permitted Use under this Agreement and agrees to reasonably assist
Tenant with such applications and with obtaining and maintaining the Government Approvals. In addition,
Tenant shall have the right to initiate the ordering and/or scheduling of necessary utilities.
(b) Tenant, at Tenant’s sole cost and expense, has the right to obtain a title report or commitment
for a leasehold title policy from a title insurance company of its choice and to have the Property surveyed by
a surveyor of its choice.
(c) Tenant may also perform and obtain, at Tenant’s sole cost and expense, soil borings,
percolation tests, engineering procedures, environmental investigation or other tests or reports on, over, and
under the Property, necessary to determine if Tenant’s use of the Premises will be compatible with Tenant’s
engineering specifications, system, design, operations or Government Approvals.
6. TERMINATION. This Agreement may be terminated, without penalty or further liability, as
follows:
(a) by either party on thirty (30) days prior written notice, if the other party remains in default
under Section 15 of this Agreement after the applicable cure periods;
(b) by Tenant upon written notice to Landlord, if Tenant is unable to obtain, or maintain, any
required approval(s) or the issuance of a license or permit by any agency, board, court or other governmental
authority necessary for the construction or operation of the Communication Facility as now or hereafter
intended by Tenant; or if Tenant determines, in its sole discretion that the cost of or delay in obtaining or
retaining the same is commercially unreasonable;
(c) by Tenant, upon written notice to Landlord, if Tenant determines, in its sole discretion, due
to the title report results or survey results, that the condition of the Premises is unsatisfactory for its intended
uses;
(d) by Tenant upon written notice to Landlord for any reason or no reason, at any time prior to
commencement of construction by Tenant;
Lease Agreement (Marshall 401247 Structure Lease-Ag Final 20230719
(e) by Tenant upon sixty (60) days’ prior written notice to Landlord for any reason or no reason,
so long as Tenant pays Landlord a termination fee equal to six (6) months’ Rent, at the then-current rate (the
"Termination Fee"), provided, however, that no such termination fee will be payable on account of the
termination of this Agreement by Tenant under any termination provision contained in any other Section of
this Agreement, including the following: Section 5 Approvals, Section 6(a) Termination, Section 6(b)
Termination, Section 6(c) Termination, Section 6(d) Termination, Section 8 Interference, Section 11(d)
Environmental, Section 18 Condemnation or Section 19 Casualty; or,
(f) by Landlord upon any of the following events: (i) upon two (2) years prior written notice if
Landlord determines that after the Initial Term of this Agreement, or upon two (2) years prior written notice
before to the conclusion of any renewals of this Agreement, that the Tenant’s Permitted Use of the Premises
under this Agreement is no longer in the Landlord’s best interest, in its sole discretion; (ii) if Landlord
determines that Tenant’s Permitted Use of the Premises under this Agreement (including Tenant’s operation
of its communications equipment) is interfering with the rights of Landlord or other tenants currently on the
Property and that the issue cannot be remediated by Tenant; or (iii) if Tenant is in default of the terms of this
Agreement and the default has not been cured under Section 15.
7. INSURANCE. During the Term, Tenant, at Tenant’s sole cost and expense, will carry and maintain
in effect a commercial general liability insurance per ISO form CG 00 01 or its equivalent, insuring against
bodily injury and property damage. Said policy of commercial general liability insurance will provide a
combined single limit of One Million and No/100 Dollars ($1,000,000.00) per occurrence and in aggregate.
Tenant shall provide Landlord with a certificate of insurance evidencing such coverage which states that the
carrier has insured Tenant for the required insurance policies liabilities under this Lease. Tenant will provide
at least 30 days written notice to Landlord, of cancellation or non-renewal of any required coverage that is
not replaced.. Landlord shall be included to the policy as an additional insured by endorsement as respects
to this Agreement.
8. INTERFERENCE.
(a) Prior to or concurrent with the execution of this Agreement, Landlord has provided or will
provide Tenant with a list of radio frequency user(s) on the Property as of the Effective Date; provided,
however, it shall be Tenant’s sole responsibility to determine the actual radio frequencies used by such user(s).
Tenant warrants that its use of the Premises will not interfere with those existing radio frequency uses on the
Property, as long as the existing radio frequency user(s) operate and continue to operate within their respective
frequencies and in accordance with all applicable laws and regulations.
(b) Landlord will not grant, after the Effective Date, a lease, license or any other right to any
third party, if the exercise of such grant may in any way adversely affect or interfere with the Communication
Facility, the operations of Tenant or the rights of Tenant under this Agreement.
(c) Landlord will not, nor will Landlord permit its employees, tenants, licensees, invitees, agents
or independent contractors to interfere in any way with the Communication Facility, the operations of Tenant
or the rights of Tenant under this Agreement. Landlord will cause such interference to cease within twenty-
four (24) hours after receipt of notice of interference from Tenant. In the event any such interference does
not cease within the aforementioned cure period, Landlord shall cease all operations which are suspected of
causing interference (except for intermittent testing to determine the cause of such interference) until the
interference has been corrected. Tenant will not, nor will Tenant permit its employees, tenants, licensee,
invitees, agents, or independent contractors to interfere in any way with the operations of Landlord or other
tenants of the Water Tower or Premises, as long as the existing radio frequency user(s) operate and continue
to operate within their respective frequencies and in accordance with all applicable laws and regulations.
(d) For the purposes of this Agreement, “interference” may include, but is not limited to, any use
on the Property that causes electronic or physical obstruction with, or degradation of, the communications
signals from the Communication Facility.
(e) Tenant's installation, operation, and maintenance of its Communication Facilities shall not
damage or interfere with Landlord's Water Tower and/or the Property's operations or related repair and
Lease Agreement (Marshall}$0324+756—St Lease-a\ Final 20230719
maintenance activities. Landlord, at all times during this Agreement, reserves the right to take any action it
deems necessary, in its sole discretion, to repair, maintain, alter or improve the Property in connection with
city operations as may be necessary, including leasing parts of the Water Tower and/or Property and
surrounding ground space to others.
(f) Tenant acknowledges and agrees that the primary purpose of the Water Tower is to provide water
storage for Landlord and its customers. Tenant understands that Landlord may have to interrupt Tenant’s use
of the Premises from time to time to service, maintain, or repair the Water Tower. Accordingly, Landlord
reserves the right at all times during this Agreement to take any action it deems necessary in its sole discretion
to repair, maintain, alter, or improve the Property and shall not be liable to Tenant for any temporary
interference with Tenant’s use as a result of actions necessary to carry out any such activities.
Notwithstanding the foregoing, Landlord agrees to provide Tenant with reasonable advance notice of any
planned activities, emergencies excepted, and to carry out such activities in a manner to minimize
interruptions with Tenant’s use.
9, Intentionally deleted.
10. WARRANTIES.
(a) Each of Tenant and Landlord (to the extent not a natural person) each acknowledge and
represent that it is duly organized, validly existing and in good standing and has the right, power, and authority
or capacity, as applicable, to enter into this Agreement and bind itself hereto through the party or individual
set forth as signatory for the party below.
(b) To the extent permitted by state or municipal law, and except as otherwise previously
disclosed by Landlord to Tenant prior to the date of this Agreement, Landlord represents, warrants and agrees
that: (i) Landlord solely owns the Property as a legal lot in fee simple, or controls the Property by lease or
license and solely owns the Water Tower; (ii) the Property is not and will not be encumbered by any liens,
restrictions, mortgages, covenants, conditions, easements, leases, or any other agreements of record or not of
record, which would adversely affect Tenant’s Permitted Use and enjoyment of the Premises under this
Agreement; (iii) Landlord grants to Tenant sole, actual, quiet and peaceful use, enjoyment and possession of
the Premises in accordance with the terms of this Agreement without hindrance or ejection by any persons
lawfully claiming under Landlord ; (iv) Landlord’s execution and performance of this Agreement will not
violate any laws, ordinances, covenants or the provisions of any mortgage, lease or other agreement binding
on Landlord; and (v) if the Property is or becomes encumbered by a deed to secure a debt, mortgage or other
security interest, then Landlord will provide promptly to Tenant a mutually agreeable subordination, non-
disturbance and attornment agreement executed by Landlord and the holder of such security interest in the
form attached hereto as Exhibit 10(b).
(c) Tenant currently leases a portion of the Property pursuant to the Prior Lease, and Tenant
acknowledges and agrees that Tenant is familiar with the condition of the Premises and agrees to accept the
physical condition of the Premises in “AS IS” condition. Tenant further acknowledges and agrees that Tenant
is relying solely on its own investigation of the Premises and not on any information provided to or to be
provided by Landlord. Tenant agrees to accept the Premises and waive all objections or claims against
Landlord arising from or related to the Premises, except for a breach of any representations, warranties, or
covenants set forth in this Lease.
11. ENVIRONMENTAL.
Notwithstanding the foregoing, Landlord represents that it has no knowledge of the presence of or
contamination by any hazardous substances on the Property in violation of any applicable federal, state, or
local law or regulation. Landlord and Tenant agree that each will be responsible for compliance with any and
all applicable governmental laws, rules, statutes, regulations, codes, ordinances, or principles of common law
regulating or imposing standards of liability or standards of conduct with regard to protection of the
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environment or worker health and safety, as may now or at any time hereafter be in effect, to the extent such
apply to that party’s activity conducted in or on the Property.
12. ACCESS. At all times throughout the Term of this Agreement, Tenant and its employees, agents,
and subcontractors, will require twenty-four (24) hour access, for pedestrian and vehicular access (“Access”)
to and over the Property, from an open and improved public road to the Premises, for the installation,
maintenance and operation of the Communication Facility and any utilities serving the Premises. There is a
sign at the access point that will need to be called to, to provide access to enter the Premises in the case of emergencies.
As may be described more fully in Exhibit 1, Landlord grants to Tenant an easement for such Access and
Landlord agrees to provide to Tenant such codes, keys and other instruments necessary for such Access.
Upon Tenant’s request, Landlord will execute a separate recordable easement evidencing this right. Landlord
shall execute a letter granting Tenant Access to the Property substantially in the form attached as Exhibit 12;
upon Tenant’s request, Landlord shall execute additional letters during the Term. If Tenant elects to utilize
an Unmanned Aircraft System (“UAS”) in connection with its installation, construction, monitoring, site
audits, inspections, maintenance, repair, modification, or alteration activities at the Property, Landlord hereby
grants Tenant, or any UAS operator acting on Tenant’s behalf, express permission to fly over the applicable
Property and Premises, and consents to the use of audio and video navigation and recording in connection
with the use of the UAS. Landlord acknowledges that in the event Tenant cannot obtain Access to the
Premises, Tenant shall incur significant damage. If Landlord fails to provide the Access granted by this
Section 12, such failure shall be a default under this Agreement.
13. REMOVAL/RESTORATION, All portions of the Communication Facility brought onto the
Property by Tenant will be and remain Tenant’s personal property and, at Tenant’s option, may be removed
by Tenant at any time during or after the Term. Landlord covenants and agrees that no part of the
Communication Facility constructed, erected or placed on the Premises by Tenant will become, or be
considered as being affixed to or a part of, the Property, it being the specific intention of Landlord that all
improvements of every kind and nature constructed, erected or placed by Tenant on the Premises will be and
remain the property of Tenant and may be removed by Tenant at any time during or after the Term. Tenant
will repair any damage to the Property resulting from Tenant’s removal activities. Any portions of the
Communication Facility that Tenant does not remove within one hundred twenty (120) days after the later of
the end of the Term and cessation of Tenant’s operations at the Premises shall be deemed abandoned and
owned by Landlord. Notwithstanding the foregoing, Tenant will not be responsible for the replacement of
any trees, shrubs or other vegetation.
14. MAINTENANCE/UTILITIES.
(a) Tenant will keep and maintain the Premises in good condition, reasonable wear and tear and
damage from the elements excepted. Landlord will maintain and repair the Property and access thereto, the
Water Tower, and all areas of the Premises where Tenant does not have exclusive control, in good and
tenantable condition, subject to reasonable wear and tear and damage from the elements. Landlord will be
responsible for maintenance of landscaping on the Property.
(b) Tenant will be responsible for paying on a monthly or quarterly basis all utilities charges for
electricity, telephone service or any other utility used or consumed by Tenant on the Premises. In the event
Tenant cannot secure its own metered electrical supply, Tenant will have the right, at its own cost and expense,
to sub-meter from Landlord. When sub-metering is required under this Agreement, Landlord will read the
meter and provide Tenant with an invoice and usage data on a monthly basis. Tenant shall reimburse Landlord
for such utility usage at the same rate charged to Landlord by the utility service provider. Landlord further
agrees to provide the usage data and invoice on forms provided by Tenant and to send such forms to such
address and/or agent designated by Tenant. Tenant will remit payment within sixty (60) days of receipt of
the usage data and required forms. Landlord shall maintain accurate and detailed records of all utility
expenses, invoices and payments applicable to Tenant’s reimbursement obligations hereunder. Within fifteen
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(15) days after a request from Tenant, Landlord shall provide copies of such utility billing records to the
Tenant in the form of copies of invoices, contracts and cancelled checks. If the utility billing records reflect
an overpayment by Tenant, Tenant shall have the right to deduct the amount of such overpayment from any
monies due to Landlord from Tenant.
(c) As noted in Section 4(c) above, any utility fee recovery by Landlord is limited to a twelve
(12) month period. If Tenant sub-meters electricity from Landlord, Landlord agrees to give Tenant at least
twenty-four (24) hours advance notice of any planned interruptions of said electricity. Landlord
acknowledges that Tenant provides a communication service which requires electrical power to operate and
must operate twenty-four (24) hours per day, seven (7) days per week. If the interruption is for an extended
period of time, in Tenant’s reasonable determination, Landlord agrees to allow Tenant the right to bring ina
temporary source of power for the duration of the interruption. Landlord will not be responsible for
interference with, interruption of or failure, beyond the reasonable control of Landlord, of such services to be
furnished or supplied by Landlord.
(d) Tenant will have the right to install utilities, at Tenant’s expense, and to improve present
utilities on the Property and the Premises. Landlord hereby grants to any service company providing utility
or similar services, including electric power and telecommunications, to Tenant an easement over the
Property, from an open and improved public road to the Premises, and upon the Premises, for the purpose of
constructing, operating and maintaining such lines, wires, circuits, and conduits, associated equipment
cabinets and such appurtenances thereto, as such service companies may from time to time require in order
to provide such services to the Premises. Upon Tenant’s or service company’s request, Landlord will execute
a separate recordable easement evidencing this grant, at no cost to Tenant or the service company.
15. DEFAULT AND RIGHT TO CURE.
(a) The following will be deemed a default by Tenant and a breach of this Agreement: (i) non-
payment of Rent if such Rent remains unpaid for more than thirty (30) days after written notice from Landlord
of such failure to pay; or (ii) Tenant’s failure to perform any other term or condition under this Agreement
within forty-five (45) days after written notice from Landlord specifying the failure. Delay in curing a default
will be excused if due to causes beyond the reasonable control of Tenant. If Tenant remains in default beyond
any applicable cure period, then Landlord will have the right to exercise any and all rights and remedies
available to it under law and equity.
(b) The following will be deemed a default by Landlord and a breach of this Agreement: (i)
Landlord’s failure to provide Access to the Premises as required by Section 12 within twenty-four (24) hours
after written notice of such failure; (ii) Landlord’s failure to cure an interference problem as required by
Section 8 within twenty-four (24) hours after written notice of such failure; or (iii) Landlord’s failure to
perform any term, condition or breach of any warranty or covenant under this Agreement within forty-five
(45) days after written notice from Tenant specifying the failure. Delay in curing a default will be excused if
due to causes beyond the reasonable control of Landlord. If Landlord remains in default beyond any
applicable cure period, Tenant will have: (i) the right to cure Landlord’s default and to deduct the reasonable
costs of such cure from any monies due to Landlord from Tenant, and (ii) any and all other rights available
to it under law and equity.
16. ASSIGNMENT/SUBLEASE. This Agreement may not be assigned or subleased without the prior
written consent of Landlord, which consent may be withheld for any reason or no reason in Landlord’s sole
discretion. Notwithstanding the foregoing, this Agreement may be assigned without Landlord consent to an
entity that controls, is controlled by, or is under the common control of Tenant, or to any entity resulting from
any merger or consolidation with Tenant, or to any partner of Tenant, or to any person or entity that acquires
all of the assets of Tenant as a going concern, provided that Tenant shall indemnify and hold Landlord
harmless. Notwithstanding anything contained herein to the contrary, Tenant acknowledges and agrees that
any permitted assignee or subtenant shall be required to comply with all applicable laws including all licensing
and/or permitting requirements imposed by all governmental entities having jurisdiction over the Premises.
Lease Agreement (Marshall H0124756—S) Lease-Aus Final 202309
17. NOTICES. All notices, requests and demands hereunder will be given by first class certified or
registered mail, return receipt requested, or by a nationally recognized overnight courier, postage prepaid, to
be effective when properly sent and received, refused or returned undelivered. Notices will be addressed to
the parties hereto as follows:
If to Tenant: New Cingular Wireless PCS, LLC
Attn: Tower Asset Group - Lease Administration
Re: Cell Site #: GRANMI5602; Cell Site Name: Muskegon Marshall WT (MD)
Fixed Asset #: 10124756
1025 Lenox Park Blvd NE
34 Floor
Atlanta, GA 30319
With a copy to: New Cingular Wireless PCS, LLC
Attn.: Legal Dept — Network Operations
Re: Cell Site #: GRANMI5602; Cell Site Name: Muskegon Marshall WT (MI
Fixed Asset #: 10124756
208 S. Akard Street
Dallas, TX 75202-4206
The copy sent to the Legal Department is an administrative step which alone does not constitute legal notice.
If to Landlord: City of Muskegon
933 Terrace Street
Muskegon, MI 49443
Attn: Dave Baker
Either party hereto may change the place for the giving of notice to it by thirty (30) days’ prior written notice
to the other party hereto as provided herein.
18. CONDEMNATION. In the event Landlord receives notification of any condemnation proceedings
affecting the Property, Landlord will provide notice of the proceeding to Tenant within twenty-four (24)
hours. If a condemning authority takes all of the Property, or a portion sufficient, in Tenant’s sole
determination, to render the Premises unsuitable for Tenant, this Agreement will terminate as of the date the
title vests in the condemning authority. The parties will each be entitled to pursue their own separate awards
in the condemnation proceeds, which for Tenant will include, where applicable, the value of its
Communication Facility, moving expenses, prepaid Rent, and business dislocation expenses. Tenant will be
entitled to reimbursement for any prepaid Rent on a pro rata basis.
19. CASUALTY. Landlord will provide notice to Tenant of any casualty or other harm affecting the
Property within twenty-four (24) hours of the casualty or other harm. If any part of the Communication
Facility or the Property is damaged by casualty or other harm as to render the Premises unsuitable, in Tenant’s
sole determination, then Tenant may terminate this Agreement by providing written notice to Landlord, which
termination will be effective as of the date of such casualty or other harm. Upon such termination, Tenant
will be entitled to collect all insurance proceeds payable to Tenant on account thereof and to be reimbursed
for any prepaid Rent on a pro rata basis. Landlord agrees to permit Tenant to place temporary transmission
and reception facilities on the Property, but only until such time as Tenant is able to activate a replacement
transmission facility at another location; notwithstanding the termination of this Agreement, such temporary
facilities will be governed by all of the terms and conditions of this Agreement, including Rent. If Landlord
Lease Avreement (MarshallH024756—Strueiure-Lease\ureement
Final 2023009
or Tenant undertakes to rebuild or restore the Premises and/or the Communication Facility, as applicable,
Landlord agrees to permit Tenant to place temporary transmission and reception facilities on the Property
until the reconstruction of the Premises and/or the Communication Facility is completed. If Landlord
determines not to rebuild or restore the Property, Landlord will notify Tenant of such determination within
thirty (30) days after the casualty or other harm. If Landlord does not so notify Tenant and Tenant decides
not to terminate under this Section 19, then Landlord will promptly rebuild or restore any portion of the
Property interfering with or required for Tenant’s Permitted Use of the Premises to substantially the same
condition as existed before the casualty or other harm. Landlord agrees that the Rent shall be abated until the
Property and/or the Premises are rebuilt or restored, unless Tenant places temporary transmission and
reception facilities on the Property.
20. WAIVER OF LANDLORD’S LIENS. Landlord waives any and all lien rights it may have, statutory
or otherwise, concerning the Communication Facility or any portion thereof. The Communication Facility shall
be deemed personal property for purposes of this Agreement, regardless of whether any portion is deemed real
or personal property under applicable law; Landlord consents to Tenant’s right to remove all or any portion of
the Communication Facility from time to time in Tenant’s sole discretion and without Landlord’s consent.
21. TAXES.
(a) Landlord shall be responsible for (i) all taxes and assessments levied upon the lands,
improvements and other property of Landlord including any such taxes that may be calculated by a taxing
authority using any method, including the income method, (ii) all sales, use, license, value added,
documentary, stamp, gross receipts, registration, real estate transfer, conveyance, excise, recording, and other
similar taxes and fees imposed in connection with this Agreement, and (iii) all sales, use, license, value added,
documentary, stamp, gross receipts, registration, real estate transfer, conveyance, excise, recording, and other
similar taxes and fees imposed in connection with a sale of the Property or assignment of Rent payments by
Landlord. Tenant shall be responsible for (x) all property taxes, real or personal, directly attributable to its
occupancy and use of the Property, (y) any taxes and assessments attributable to and levied upon Tenant’s
leasehold improvements on the Premises if and as set forth in this Section 21 and (z) all sales, use, license,
value added, documentary, stamp, gross receipts, registration, real estate transfer, conveyance, excise,
recording, and other similar taxes and fees imposed in connection with an assignment of this Agreement or
sublease by Tenant. Nothing herein shall require Tenant to pay any inheritance, franchise, income, payroll,
excise, privilege, rent, capital stock, stamp, documentary, estate or profit tax, or any tax of similar nature, that
is or may be imposed upon Landlord.
(b) In the event Landlord receives a notice of assessment with respect to which taxes or assessments
are imposed on Tenant’s leasehold improvements on the Premises, Landlord shall provide Tenant with copies
of each such notice immediately upon receipt, but in no event later than thirty (30) days after the date of such
notice of assessment. If Landlord does not provide such notice or notices to Tenant in a timely manner and
Tenant’s rights with respect to such taxes are prejudiced by the delay, Landlord shall reimburse Tenant for
any increased costs directly resulting from the delay and Landlord shall be responsible for payment of the tax
or assessment set forth in the notice, and Landlord shall not have the right to reimbursement of such amount
from Tenant. If Landlord provides a notice of assessment to Tenant within such time period and requests
reimbursement from Tenant as set forth below, then Tenant shall reimburse Landlord for the tax or
assessments identified on the notice of assessment on Tenant’s leasehold improvements, which has been paid
by Landlord. If Landlord seeks reimbursement from Tenant, Landlord shall, no later than thirty (30) days
after Landlord’s payment of the taxes or assessments for the assessed tax year, provide Tenant with written
notice including evidence that Landlord has timely paid same, and Landlord shall provide to Tenant any other
documentation reasonably requested by Tenant to allow Tenant to evaluate the payment and to reimburse
Landlord.
(c) For any tax amount for which Tenant is responsible under this Agreement, Tenant shall have the
right to contest, in good faith, the validity or the amount thereof using such administrative, appellate or other
10
Lease Agreement (Marshall }0424756—Struetur Nee Final 20230719
t
Gy
proceedings as may be appropriate in the jurisdiction, and may defer payment of such obligations, pay same
under protest, or take such other steps as permitted by law. This right shall include the ability to institute any
legal, regulatory or informal action in the name of Landlord, Tenant, or both, with respect to the valuation of
the Premises. Landlord shall cooperate with respect to the commencement and prosecution of any such
proceedings and will execute any documents required therefor. The expense of any such proceedings shall
be borne by Tenant and any refunds or rebates secured as a result of Tenant’s action shall belong to Tenant,
to the extent the amounts were originally paid by Tenant. In the event Tenant notifies Landlord by the due
date for assessment of Tenant’s intent to contest the assessment, Landlord shall not pay the assessment
pending conclusion of the contest, unless required by applicable law.
(d) Landlord shall not split or cause the tax parcel on which the Premises are located to be split,
bifurcated, separated or divided without the prior written consent of Tenant, which consent shall not be
unreasonably withheld.
(e) Tenant shall have the right but not the obligation to pay any taxes due by Landlord hereunder if
Landlord fails to timely do so, in addition to any other rights or remedies of Tenant. In the event that Tenant
exercises its rights under this Section 21(e) due to such Landlord default, Tenant shall have the right to deduct
such tax amounts paid from any monies due to Landlord from Tenant as provided in Section 15(b), provided
that Tenant may exercise such right without having provided to Landlord notice and the opportunity to cure
per Section 15(b).
(f) Any tax-related notices shall be sent to Tenant in the manner set forth in Section 17. Promptly
after the Effective Date, Landlord shall provide the following address to the taxing authority for the
authority’s use in the event the authority needs to communicate with Tenant. In the event that Tenant’s tax
address changes by notice to Landlord, Landlord shall be required to provide Tenant’s new tax address to the
taxing authority or authorities.
(g) Notwithstanding anything to the contrary contained in this Section 21, Tenant shall have no
obligation to reimburse any tax or assessment for which the Landlord is reimbursed or rebated by a third
party.
22. SALE OF PROPERTY.
(a) Landlord may sell the Property or a portion thereof to a third party, provided: (i) the sale is
made subject to the terms of this Agreement; and (ii) if the sale does not include the assignment of Landlord’s
full interest in this Agreement, the purchaser must agree to perform, without requiring compensation from
Tenant or any subtenant, any obligation of Landlord under this Agreement, including Landlord’s obligation
to cooperate with Tenant as provided hereunder.
(b) If Landlord, at any time during the Term of this Agreement, decides to rezone or sell,
subdivide or otherwise transfer all or any part of the Premises, or all or any part of the Property, to a purchaser
other than Tenant, Landlord shall promptly notify Tenant in writing, and such rezoning, sale, subdivision or
transfer shall be subject to this Agreement and Tenant’s rights hereunder. In the event of a change in
ownership, transfer or sale of the Property, within ten (10) days of such transfer, Landlord or its successor
shall send the documents listed below in this Section 22(b) to Tenant. Until Tenant receives all such
documents, Tenant’s failure to make payments under this Agreement shall not be an event of default and
Tenant reserves the right to hold payments due under this Agreement.
i. Old deed to Property
ii. New deed to Property
iii. Bill of Sale or Transfer
iv. Copy of current Tax Bill
Vv. New IRS Form W-9
Vi. Completed and Signed Tenant Payment Direction Form
Vil. Full contact information for new Landlord including phone number(s)
11
Lease Avreement (Marshall H0424756—Strueture Lease “+ Final 20230749
(c) Landlord agrees not to sell, lease or use any areas of the Property for the installation,
operation or maintenance of other wireless communication facilities if such installation, operation or
maintenance would interfere with Tenant’s Permitted Use or communications equipment as determined by
radio propagation tests performed by Tenant in its sole discretion. If the radio frequency propagation tests
demonstrate levels of interference unacceptable to Tenant, Landlord shall be prohibited from selling, leasing
or using any areas of the Property for purposes of any installation, operation or maintenance of any other
wireless communication facility or equipment.
(d) The provisions of this Section 22 shall in no way limit or impair the obligations of Landlord
under this Agreement, including interference and access obligations.
23. RIGHT OF FIRST REFUSAL. Notwithstanding the provisions contained in Section 22, if at any
time after the Effective Date, Landlord receives a bona fide written offer from a third party seeking any sale,
conveyance, assignment or transfer, whether in whole or in part, of any property interest in or related to the
Premises, including without limitation any offer seeking an assignment or transfer of the Rent payments
associated with this Agreement or an offer to purchase an easement with respect to the Premises (“Offer”),
Landlord shall immediately furnish Tenant with a copy of the Offer. Tenant shall have the right within thirty
(30) days after it receives such copy to match the financial terms of the Offer and agree in writing to match
such terms of the Offer. Such writing shall be in the form of a contract substantially similar to the Offer but
Tenant may assign its rights to a third party. If Tenant chooses not to exercise this right or fails to provide
written notice to Landlord within the thirty (30) day period, Landlord may sell, convey, assign or transfer
such property interest in or related to the Premises pursuant to the Offer, subject to the terms of this
Agreement. If Landlord attempts to sell, convey, assign or transfer such property interest in or related to the
Premises without complying with this Section 23, the sale, conveyance, assignment or transfer shall be void.
Tenant shall not be responsible for any failure to make payments under this Agreement and reserves the right
to hold payments due under this Agreement until Landlord complies with this Section 23. Tenant’s failure to
exercise the right of first refusal shall not be deemed a waiver of the rights contained in this Section 23 with
respect to any future proposed conveyances as described herein.
24. MISCELLANEOUS.
(a) Amendment/Waiver. This Agreement cannot be amended, modified or revised unless done
in writing and signed by Landlord and Tenant. No provision may be waived except in a writing signed by
both parties. The failure by a party to enforce any provision of this Agreement or to require performance by
the other party will not be construed to be a waiver, or in any way affect the right of either party to enforce
such provision thereafter.
(b) Memorandum/Short Form Lease. Contemporaneously with the execution of this
Agreement, the parties will execute a recordable Memorandum of Lease substantially in the form attached as
Exhibit 24(b). Either party may record this Memorandum of Lease at any time during the Term, in its
absolute discretion. Thereafter during the Term, either party will, at any time upon fifteen (15) business days’
prior written notice from the other, execute, acknowledge and deliver to the other a recordable Memorandum
of Lease.
(c) Limitation of Liability. Except for the indemnity obligations set forth in this Agreement,
and otherwise notwithstanding anything to the contrary in this Agreement, Tenant and Landlord each waives
any claims that each may have against the other with respect to consequential, incidental or special damages,
however caused, based on any theory of liability.
(d) Compliance with Law. Tenant agrees to comply with all federal, state and local laws, orders,
rules and regulations (“Laws”) applicable to Tenant’s use of the Communication Facility on the Property.
Landlord agrees to comply with all Laws relating to Landlord’s ownership and use of the Property and any
improvements on the Property.
(e) Bind and Benefit. The terms and conditions contained in this Agreement will run with the
Property and bind and inure to the benefit of the parties, their respective heirs, executors, administrators,
successors and assigns.
Lease Avreement (Marshall HO124756—S' Lease-Aureement—Final 2623079
(f) Entire Agreement. This Agreement and the exhibits attached hereto, all being a part hereof,
constitute the entire agreement of the parties hereto and will supersede all prior offers, negotiations and
agreements with respect to the subject matter of this Agreement. Exhibits are numbered to correspond to the
Section wherein they are first referenced. Except as otherwise stated in this Agreement, each party shall bear
its own fees and expenses (including the fees and expenses of its agents, brokers, representatives, attorneys,
and accountants) incurred in connection with the negotiation, drafting, execution and performance of this
Agreement and the transactions it contemplates.
(g) Governing Law. This Agreement will be governed by the laws of the state in which the
Premises are located, without regard to conflicts of law.
(h) Interpretation. Unless otherwise specified, the following rules of construction and
interpretation apply: (i) captions are for convenience and reference only and in no way define or limit the
construction of the terms and conditions hereof; (ii) use of the term “including” will be interpreted to mean
“including but not limited to”; (iii) whenever a party’s consent is required under this Agreement, except as
otherwise stated in the Agreement or as same may be duplicative, such consent will not be unreasonably
withheld, conditioned or delayed; (iv) exhibits are an integral part of this Agreement and are incorporated by
reference into this Agreement; (v) use of the terms “termination” or “expiration” are interchangeable;
(vi) reference to a default will take into consideration any applicable notice, grace and cure periods; (vii) to
the extent there is any issue with respect to any alleged, perceived or actual ambiguity in this Agreement, the
ambiguity shall not be resolved on the basis of who drafted the Agreement; (viii) the singular use of words
includes the plural where appropriate; and (ix) if any provision of this Agreement is held invalid, illegal or
unenforceable, the remaining provisions of this Agreement shall remain in full force if the overall purpose of
the Agreement is not rendered impossible and the original purpose, intent or consideration is not materially
impaired.
(i) Affiliates. All references to “Tenant” shall be deemed to include any Affiliate of New
Cingular Wireless PCS, LLC using the Premises for any Permitted Use or otherwise exercising the rights of
Tenant pursuant to this Agreement. “Affiliate” means with respect to a party to this Agreement, any person
or entity that (directly or indirectly) controls, is controlled by, or under common control with, that party.
“Control” of a person or entity means the power (directly or indirectly) to direct the management or policies
of that person or entity, whether through the ownership of voting securities, by contract, by agency or
otherwise.
(j) Survival. Any provisions of this Agreement relating to indemnification shall survive the
termination or expiration hereof. In addition, any terms and conditions contained in this Agreement that by
their sense and context are intended to survive the termination or expiration of this Agreement shall so survive.
(kj W-9. As a condition precedent to payment, Landlord agrees to provide Tenant with a
completed IRS Form W-9, or its equivalent, upon execution of this Agreement and at such other times as may
be reasonably requested by Tenant, including any change in Landlord’s name or address. A copy of the IRS
Form 1-9 in its current form is attached hereto as Exhibit 24(k).
(1) Execution/No Option. The submission of this Agreement to any party for examination or
consideration does not constitute an offer, reservation of or option for the Premises based on the terms set
forth herein. This Agreement will become effective as a binding Agreement only upon the handwritten legal
execution, acknowledgment and delivery hereof by Landlord and Tenant. This Agreement may be executed
in two (2) or more counterparts, all of which shall be considered one and the same agreement and shall become
effective when one or more counterparts have been signed by each of the parties. All parties need not sign the
same counterpart.
(m) Attorneys’ Fees. In the event that any dispute between the parties related to this Agreement
should result in litigation, the prevailing party in such litigation shall be entitled to recover from the other
party all reasonable fees and expenses of enforcing any right of the prevailing party, including reasonable
attorneys’ fees and expenses. Prevailing party means the party determined by the court to have most nearly
prevailed even if such party did not prevail in all matters. This provision will not be construed to entitle any
party other than Landlord, Tenant and their respective Affiliates to recover their fees and expenses.
13
Lease Avreement (Marshall}0.124756—S) Lease Aureement—Final 20230719
(n) WAIVER OF JURY TRIAL. EACH PARTY, TO THE EXTENT PERMITTED BY LAW,
KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ITS RIGHT TO A TRIAL BY JURY
IN ANY ACTION OR PROCEEDING UNDER ANY THEORY OF LIABILITY ARISING OUT OF OR
IN ANY WAY CONNECTED WITH THIS AGREEMENT OR THE TRANSACTIONS IT
CONTEMPLATES.
(0) No Additional Fees/Incidental Fees. Unless otherwise specified in this Agreement, all
rights and obligations set forth in the Agreement shall be provided by Landlord and/or Tenant, as the case
may be, at no additional cost. No unilateral fees or additional costs or expenses are to be applied by either
party to the other party, for any task or service including, but not limited to, review of plans, structural
analyses, consents, provision of documents or other communications between the parties.
(p) Further Acts. Upon request, Landlord will cause to be promptly and duly taken, executed,
acknowledged and delivered all such further acts, documents, and assurances as Tenant may request from
time to time in order to effectuate, carry out and perform all of the terms, provisions and conditions of this
Agreement and all transactions and Permitted Use contemplated by this Agreement.
(0) Estoppel. Landlord acknowledges that there are not any owed or outstanding rental
payments or fees due on the part of Tenant.
[SIGNATURES APPEAR ON NEXT PAGE]
14
Lease Agreement (Marshall}10124756—Strueturet Aureement—Final 20230719
Docusign Envelope ID: A4D195C9-2764-4EA2-9B52-4BCD3B40D4B2
IN WITNESS WHEREOF, the parties have caused this Agreement to be effective as of the Effective
Date.
“LANDLORD”
City of Muskegon
a Michigan municipal corporation
By: | NorKenrdroo—
Johnson
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Print Name:
Its; Mayor
Date: G 7 Lb -A@ Y
Kos. .
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Print Name: Ann Meisch
Its: City Clerk
Date: ug ES
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“TENANT”
New Cingular Wireless PCS, LLC,
a Delaware limited liability company
By: AT&T Mobility Corporation
Its: Manager ,
Signed by:
PrintName: ‘FerPaneesstmndquist
Its: Lead Real Estate & Construction Manag
Date: 10/10/2024
[ACKNOWLEDGMENTS APPEAR ON NEXT TWO PAGES]
15 10124756 - Structure Lease Agreement
“
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LANDLORD ACKNOWLEDGMENT
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(a) is the LZ asYor [title] of City of Muskegon, a Michigan municipal corporation,
the corporation namedin‘the attached instrument;
(b) was authorized to execute this instrument on behalf of the corporation; and
(c) executed the instrument as the act of the corporation.
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Structure Lease Agreement 51.2020
LANDLORD ACKNOWLEDGMENT
STATE OF )
COUNTY OF )
I CERTIFY that on ,» 202, {name of
representative] personally came before me and acknowledged under oath that he or she:
(a) is the [title] of City of Muskegon, a Michigan municipal corporation,
the corporation named in the attached instrument;
(b) was authorized to execute this instrument on behalf of the corporation; and
(c) executed the instrument as the act of the corporation.
Notary Public:
My Commission Expires:
Structure Lease Agreement 5.1.2020
EXHIBIT 1
DESCRIPTION OF PROPERTY AND PREMISES
Page of ___
to the Structure Lease Agreement dated ,202___, by and between City of Muskegon,
a Michigan municipal corporation, as Landlord, and New Cingular Wireless PCS, LLC, a Delaware limited
liability company, as Tenant.
The Property is legally described as follows:
Marshall Tank ~
East 198 feet of west 660 feet of south 100 feet of Block 5.
The Premises are described and/or depicted as follows:
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Structure Lease Agreement 5.1.2020
Notes:
L THIS EXHIBIT MAY BE REPLACED BY A LAND SURVEY AND/OR CONSTRUCTION DRAWINGS OF THE PREMISES ONCE
RECEIVED BY TENANT.
2. ANY SETBACK OF THE PREMISES FROM THE PROPERTY’S BOUNDARIES SHALL BE THE DISTANCE REQUIRED BY THE
APPLICABLE GOVERNMENT AUTHORITIES.
3. WIDTH OF ACCESS ROAD SHALL BE THE WIDTH REQUIRED BY THE APPLICABLE GOVERNMENT AUTHORITIES
INCLUDING POLICE AND FIRE DEPARTMENTS.
4. THE TYPE, NUMBER AND MOUNTING POSITIONS AND LOCATIONS OF ANTENNAS AND TRANSMISSION LINES ARE
ILLUSTRATIVE ONLY. ACTUAL TYPES, NUMBERS AND MOUNTING POSITIONS MAY VARY FROM WHAT IS SHOWN ABOVE.
Structure Lease Agreement 5. 1.2020
EXHIBIT 10(b)
SUBORDINATION, NON-DISTURBANCE
AND ATTORNMENT AGREEMENT
[FOLLOWS ON NEXT PAGE]
Structure Lease Agreement 5.1.2020
Recording Requested By
& When Recorded Return To:
Prepared by, and
after recording return to:
MD7, LLC
(469) 965-9850
950 W. Bethany Drive, Suite 700
Allen, TX 75013
APN:
(Space Above This Line For Recorder’s Use Only)
Cell Site No.: GRANMIS602
Cell Site Name: Muskegon Marshall WT (MI)
Fixed Asset No.: 10124756
State: Michigan
County: Muskegon
SUBORDINATION, NON-DISTURBANCE
AND ATTORNMENT AGREEMENT
THIS SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT
(“Agreement”), dated as of the last of the signature dates below (the “Effective Date”), is entered into by and
among City of Muskegon, a Michigan municipal corporation, having a mailing address of 933 Terrace Street,
Muskegon, MI 49443 ("Lender"), , a , having a mailing address of
("Landlord"), and New Cingular Wireless PCS, LLC, a Delaware limited liability company,
having a mailing address of 1025 Lenox Park Blvd NE, 3 Floor, Atlanta, GA 30319 ("Tenant").
RECITALS:
A. Tenant has entered into a certain Structure Lease Agreement dated , 202__, (the “Lease”)
with Landlord, covering property more fully described in Exhibit 1 attached hereto and made a part hereof
(the “Premises”); and
B. Lender has made a loan to Landlord in the original principal sum of
Dollars ($ ), which loan has been secured by a certain dated ,
and recorded on , as Document Number in the Official Records of the
County Recorder of County, California (the “Deed of Trust”), upon that certain real
property located at , in the City of , County of , State of California
[APN: | ("Property"), a part of which Property contains the Premises; and
C. Tenant desires to be assured of continued occupancy of the Premises under the terms of the Lease and subject
to the terms of this Agreement.
AGREEMENT
Lease Agreement (Marshall }0124756—Strieture Lease-Agreement—Final 20230019
NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements herein
contained, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally
bound hereby, agree as follows:
1. Lender hereby consents to the Lease to the extent that Lender’s consent is required, if at all,
pursuant to the Deed of Trust or any other agreement(s) pertaining to the Property.
2. So long as this Agreement will remain in full force and effect, the Lease is and will be subject
and subordinate to the lien and effect of the Deed of Trust insofar as it affects the real property and fixtures of
which the Premises forms a part (but not Tenant’s trade fixtures and other personal property), and to all renewals,
modifications, consolidations, replacements and extensions thereof, to the full extent of the principal sum secured
thereby and interest thereon, with the same force and effect as if the Deed of Trust had been executed, delivered,
and duly recorded among the above-mentioned public records, prior to the execution and delivery of the Lease.
3. In the event Lender takes possession of the Premises as mortgagee-in-possession or lender-in-
possession or its substantive equivalent, including but not limited to, by deed in lieu of foreclosure or foreclosure
of the Deed of Trust, Lender agrees not to affect or disturb Tenant’s right to possession of the Premises and any
of Tenant’s other rights under the Lease in the exercise of Lender's rights so long as Tenant is not then in default,
after applicable notice and/or grace periods, under any of the terms, covenants, or conditions of the Lease.
4. In the event that Lender succeeds to the interest of Landlord or other landlord under the Lease
and/or to title to the Premises, Lender and Tenant hereby agree to be bound to one another under all of the terms,
covenants and conditions of the Lease; accordingly, from and after such event, Lender and Tenant will have the
same remedies against one another for the breach of an agreement contained in the Lease as Tenant and Landlord
had before Lender succeeded to the interest of Landlord; provided, however, that Lender will not be:
(a) personally liable for any act or omission of any prior landlord (including
Landlord); or
(b) bound by any rent or additional rent which Tenant might have paid for
more than the payment period as set forth under the Lease (one month,
year etc.) in advance to any prior landlord (including Landlord).
5. In the event that Lender or anyone else acquires title to or the right to possession of the Premises
upon the foreclosure of the Deed of Trust, or upon the sale of the Premises by Lender or its successors or assigns
after foreclosure or acquisition of title in lieu thereof or otherwise, Tenant agrees not to seek to terminate the Lease
by reason thereof, but will remain bound unto the new owner so long as the new owner is bound to Tenant (subject
to paragraph 4 above) under all of the terms, covenants and conditions of the Lease.
6. Lender understands, acknowledges and agrees that notwithstanding anything to the contrary
contained in the Deed of Trust and/or any related financing documents, including, without limitation, any UCC-1
financing statements, Lender will acquire no interest in any furniture, equipment, trade fixtures and/or other
property installed by Tenant on the Property. Lender hereby expressly waives any interest which Lender may
have or acquire with respect to such furniture, equipment, trade fixtures and/or other property of Tenant now, or
hereafter, located on or affixed to the Property or any portion thereof and Lender hereby agrees that same do not
constitute realty regardless of the manner in which same are attached or affixed to the Property.
Lease Agreement (Marshall}+0124756—Strreture
Lease greement—Final 26230719
7. This Agreement will be binding upon and will extend to and benefit the successors and assigns
of the parties hereto and to any assignees or subtenants of Tenant which are permitted under the Lease. The term
"Lender", when used in this Agreement will be deemed to include any person or entity which acquires title to or
the right to possession of the Premises by, through or under Lender and/or the Deed of Trust, whether directly or
indirectly.
8. This Agreement may be executed in two (2) or more counterpart originals, and when the original
counterpart signatures are assembled together, shall constitute one integrated instrument. All parties need not sign
the same counterpart.
9. This Agreement will be governed by the laws of the state in which the Premises are located
without regard to conflicts of law.
IN WITNESS WHEREOF, the undersigned has caused this Agreement to be executed as of the last signature
date below.
"LANDLORD" "TENANT"
City of Muskegon, New Cingular Wireless PCS, LLC,
a Michigan municipal corporation a Delaware limited liability company
By: AT&T Mobility Corporation
Its: Manager
By: By:
Name: Name:
Its: Its:
Date: ,20 Date: , 20
"LENDER"
By:
Name:
Its:
Date: »20
[ACKNOWLEDGMENTS APPEAR ON THE FOLLOWING THREE (3) PAGES]
A Final-20230719
Lease Agreement (Marshall HO12456—S
t
LANDLORD ACKNOWLEDGMENT
STATE OF )
)
COUNTY OF )
I CERTIFY that on ,202_, [name
of representative] personally came before me and acknowledged under oath that he or she:
(a) is the [title] of City of Muskegon, a Michigan municipal
corporation, the corporation named in the attached instrument;
(b) was authorized to execute this instrument on behalf of the corporation; and
(c) executed the instrument as the act of the corporation.
Notary Public:
My Commission Expires:
Structure Lease Agreement 5.1.2020
TENANT ACKNOWLEDGMENT
STATE OF )
) ss.
COUNTY OF )
I certify that I know or have satisfactory evidence that
is the person who appeared before me, and said person acknowledged that he/she signed this instrument,
on oath stated that he/she was authorized to execute the instrument and acknowledged it as the
of AT&T Mobility Corporation, the Manager of New Cingular
Wireless PCS, LLC, a Delaware limited liability company, to be the free and voluntary act of such party
for the uses and purposes mentioned in the instrument.
DATED:
Notary Seal
(Signature of Notary)
(Legibly Print or Stamp Name of Notary)
Notary Public in and for the State of
My appointment expires:
Structure Lease Agreement 5.1.2020
LENDER ACKNOWLEDGMENT
STATE OF )
) SS.
COUNTY OF )
I certify that I know or have satisfactory evidence that is
the person who appeared before me, and said person acknowledged that said person signed this instrument,
on oath stated that said person was authorized to execute the instrument and acknowledged it as the
of , to be the free and
voluntary act of such party for the uses and purposes mentioned in the instrument.
DATED:
Notary Seal
(Signature of Notary)
(Legibly Print or Stamp Name of Notary)
Notary Public in and for the State of
My appointment expires:
Structure Lease Agreement 51,2020
EXHIBIT 1
DESCRIPTION OF PROPERTY AND PREMISES
The Property is legally described as follows:
The Premises is legally described as follows:
[One (1) Page Depiction of the Premises Suitable for Recording in County
Appears on Following Page
Structure Lease Agreement 5.1.2020
EXHIBIT 11
ENVIRONMENTAL DISCLOSURE
Landlord represents and warrants that the Property, as of the Effective Date, is free of hazardous substances
except as follows:
[INSERT
AS APPLICABLE]
Structure Lease Agreement 5.1.2020
EXHIBIT 12
STANDARD ACCESS LETTER
[FOLLOWS ON NEXT PAGE]
Structure Lease Agreement 5.1.2020
{This Letter Goes On Landlord's Letterhead}
[Insert Date]
Building Staff / Security Staff
[Landlord, Lessee, Licensee]
[Street Address]
[City, State, Zip]
Re: Authorized Access granted to [ ]
Dear Building and Security Staff,
Please be advised that we have signed a lease with [ ] permitting [ ] to install, operate
and maintain telecommunications equipment at the property. The terms of the lease grant [
and its representatives, employees, agents and subcontractors (“representatives”) 24 hour per day, 7 day per
week access to the leased area.
To avoid impact on telephone service during the day, [ ] representatives may be seeking access
to the property outside of normal business hours. [ ] representatives have been instructed to
keep noise levels at a minimum during their visit.
Please grant the bearer of a copy of this letter access to the property and to leased area. Thank you for your
assistance.
Landlord Signature
Structure Lease Agreement 5.1.2020
EXHIBIT 24(b)
MEMORANDUM OF LEASE
[FOLLOWS ON NEXT PAGE]
Structure Lease Agreement 5.1.2020
PARCEL #: 61-24-205-007-0003-00, 61-24-205-005-00001-10
Prepared by, and
after recording return to:
MD7, LLC
(469) 965-9850
950 W. Bethany Drive, Suite 700
Allen, TX 75013
Cell Site No.: GRANMI5602
Cell Site Name: Muskegon Marshall WT (MI)
Fixed Asset No.: 10124756
State: Michigan
County: Muskegon
MEMORANDUM
OF
LEASE
This Memorandum of Lease is entered into on this day of ,202_., by
and between City of Muskegon, a Michigan municipal corporation, having its principal office/residing at 933
Terrace Street, Muskegon, MI 49443 (hereinafter called “Landlord”), and New Cingular Wireless PCS, LLC, a
Delaware limited liability company, having a mailing address of 1025 Lenox Park Blvd NE, 3" Floor, Atlanta,
GA 30319 (“Tenant”).
1. Landlord and Tenant entered into a certain Structure Lease Agreement (“Agreement”) on the
day of ,202__, for the purpose of installing, operating and maintaining a
communication facility and other improvements. All of the foregoing is set forth in the Agreement.
2. The initial lease term will be ten (10) years commencing on February 1, 2024, with five (5) successive
automatic five (5) year options to renew.
3. The portion of the land being leased to Tenant and associated easements are described in Exhibit 1
annexed hereto.
4. The Agreement gives Tenant a right of first refusal in the event Landlord receives a bona fide written
offer from a third party seeking any sale, conveyance, assignment or transfer, whether in whole or in
part, of any property interest in or related to the Premises, including without limitation any offer
seeking an assignment or transfer of the Rent payments associated with the Agreement or an offer to
purchase an easement with respect to the Premises.
Structure Lease Agreement 5, 1.2020
5. This Memorandum of Lease is not intended to amend or modify, and shall not be deemed or construed
as amending or modifying, any of the terms, conditions or provisions of the Agreement, all of which
are hereby ratified and affirmed. In the event of a conflict between the provisions of this
Memorandum of Lease and the provisions of the Agreement, the provisions of the Agreement shall
control. The Agreement shall be binding upon and inure to the benefit of the parties and their
respective heirs, successors, and assigns, subject to the provisions of the Agreement.
IN WITNESS WHEREOEF, the parties have executed this Memorandum of Lease as of the day and year first
above written.
LANDLORD: TENANT:
City of Muskegon, New Cingular Wireless PCS, LLC,
a Michigan municipal corporation a Delaware limited liability company
By: By: AT&T Mobility Corporation
Print Name: Its: Manager
Its:
Date: By:
Print Name:
Its:
Date:
[ACKNOWLEDGMENTS APPEAR ON TWO NEXT PAGES]
10 Structure Lease Agreement 5.1.2020
LANDLORD ACKNOWLEDGMENT
STATE OF )
COUNTY OF )
I CERTIFY that on , 202, [name of
representative] personally came before me and acknowledged under oath that he or she:
(a) is the [title] of City of Muskegon, a Michigan municipal corporation,
the corporation named in the attached instrument;
(b) was authorized to execute this instrument on behalf of the corporation; and
(c) executed the instrument as the act of the corporation.
Notary Public:
My Commission Expires:
11
Structure Lease Agreement 5.1.2020
TENANT ACKNOWLEDGMENT
STATE OF )
) SS.
COUNTY OF )
I certify that I know or have satisfactory evidence that is the
person who appeared before me, and said person acknowledged that he/she signed this instrument, on oath stated
that he/she was authorized to execute the instrument and acknowledged it as _ the
of AT&T Mobility Corporation, the Manager of New Cingular Wireless
PCS, LLC, a Delaware limited liability company, to be the free and voluntary act of such party for the uses and
purposes mentioned in the instrument.
DATED:
Notary Seal
(Signature of Notary)
(Legibly Print or Stamp Name of Notary)
Notary Public in and for the State of
My appointment expires:
12
Structure Lease Agreement 5.1.2020
EXHIBIT 1 TO MEMORANDUM OF LEASE
DESCRIPTION OF PROPERTY AND PREMISES
Page of _
to the Memorandum of Lease dated , 20___, by and between City of Muskegon, a
Michigan municipal corporation, as Landlord, and New Cingular Wireless PCS, LLC, a Delaware limited liability
company, as Tenant.
The Property is legally described as follows:
Marshall Tank —
East 198 feet of west 660 feet of south 100 feet of Block 5.
The Premises are described and/or depicted as follows:
a
[aes
13
Structure Lease Agreement 5. 1.2020
EXHIBIT 24(k)
IRS FORM W-9
Page | of 1
[IRS FORM W-9 (REVISED OCTOBER 2018)
APPEAR ON FOLLOWING PAGE]
14
Structure Lease Agreement 5.1.2020
Form W-9
(Rev. October 2018)
Request for Taxpayer
Identification Number and Certification
Give Form to the
requester, Do not
Department of the Treasury . ; ; ; . send to the IRS.
Intemal Revenue Service » Go to www.irs.gov/FornnW9 for instructions and the latest information.
1 Name (as shown
on your income tax return). Name is required on this line; do not leave this line blank.
2 Business name/disregarded entity name, if different from above
is)
3 Check appropriate box for federal tax classification of the person whose name is entered on line 1. Check only one of the | 4 Exemptions (codes apply only to
a following seven boxes. certain entities, not individuals; see
& instructions on page 3):
5 L) tndividual/sole proprietor or Cie Corporation C S Corporation C Partnership O TrusVestate
32 single-member LLC Exempt payee code (if any)
a0
es Limited fiability company. Enter the tax classification (C=C corporation, S=S corporation, P=Partnership) »
oO
oe Note: Check the appropriate box in the line above for the tax classification of the single-member owner. Do not check | Exemption from FATCA reporting
= @ LLC if the LLC is classified as a single-member LLC that is disregarded from the owner unless the owner of the LLC is code (if any)
-— another LLC that is not disregarded from the owner for U.S. federal tax purposes. Otherwise, a single-member LLC that ¥
a. R=] is disregarded from the owner should check the appropriate box for the tax classification of its owner.
3 oO Other (see instructions) >
Apptss to secounts maintained outside 02 U.S.)
w | & Address (number, street, and apt. or suite no.) See instructions. Requester’s name and address (optional)
3
6 City, state, and ZIP code
7 List account number(s) here (optional)
ea Taxpayer Identification Number (TIN)
Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid Social security number
backup withholding. For individuals, this is generally your social security number (SSN), However, for a
resident alien, sole proprietor, or disregarded entity, see the instructions for Part |, later. For other - -
entities, it is your employer identification number (EIN). If you do not have a number, see How to get a
TIN, later. or
Note: If the account is in more than one name, see the instructions for line 1. Also see What Name and _ [ Employer identification number
Number To Give the Requester for guidelines on whose number to enter.
Certification
Under penalties of perjury, | certify that:
1, The number shown on this form is my correct taxpayer identification number (or | am waiting for a number to be issued to me); and
2. 1am not subject to backup withholding because: (a) | am exempt from backup withholding, or (b) | have not been notified by the Internal Revenue
Service (IRS} that | am subject to backup withholding as a result of a failure to report alf interest or dividends, or (c) the IRS has notified me that 1 am
no longer subject to backup withholding; and
3.lamaU-S. citizen or other U.S. person (defined below); and
4, The FATCA code(s) entered on this form (if any) indicating that | am exempt from FATCA reporting is correct.
Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because
you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid,
acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments
other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions for Part Il, later.
Sign Signature of
Here U.S. person > Date >
General Instru ctions june) 1099-DIV (dividends, including those from stocks or mutual
Section references are to the Internal Revenue Code unless otherwise * Form 1099-MISG (various types of income, prizes, awards, or gross
noted. proceeds)
Future developments. For the latest information about developments * Form 1099-B (stock or mutual fund sales and certain other
related to Form W-9 and its instructions, such as legislation enacted transactions by brokers)
after th ere published, go to www.irs.gov/FormW9. .
SP ANOY WETS PUDSNER, Go fo We g i * Form 1099-S (proceeds from real estate transactions)
Purpose of Form * Form 1099-K (merchant card and third party network transactions)
An individual or entity (Form W-9 requester) who is required to fife an * Form 1098 (home mortgage interest), 1098-E (student loan interest),
information return with the IRS must obtain your correct taxpayer 1098-T (tuition)
identification number (TIN) which may be your social security number * Form 1099-C (canceled debt)
(SSN), individual taxpayer identification number (ITIN), adoption
taxpayer identification number (ATIN), or employer identification number * Form 1099-A {acquisition or abandonment of secured property)
(EIN), to report on an information return the amount paid to you, or other Use Form W-9 only if you are a U.S. person {including a resident
amount reportable on an information return. Examples of information alien), to provide your correct TIN.
retums include, but are not limited to, the following. if you do not return Form W-9 to the requester with a TIN, you might
* Form 1099-INT (interest earned or paid) be subject to backup withholding. See What is backup withholding,
later.
Cat. No. 10231X Form W~9 (Rev, 10-2018)
15
Structure Lease Agreement 5. 1.2020
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