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Item 5DCity of Southlake, Texas MEMORANDUM March 18, 2003 TO: Billy Campbell, City Manager FROM: Pedram Farahnak, Public Works Director, x2308 SUBJECT: Authorize the Mayor to execute an amendment to the February 5, 1992 lease agreement with Dallas SMSA Limited Partnership (Cingular Wireless) for the placement of an antenna system on the Florence Water Tower. Action Requested: Authorize the Mayor to execute an amendment to the February 5, 1992 lease agreement with Dallas SMSA Limited Partnership (Cingular Wireless) for the placement of an antenna system on the Florence Water Tower. Background Information: Cingular has agreed to amend the February 5, 1992 lease for antennas on the Florence water tower. Two major changes are proposed: the lease rate would change from $11,040 to $24,000 per year and the City would agree to extend the contract term for 5 years (March 2003 to March 2008). To ensure Southlake is collecting competitive lease payments, staff conducted a rate study and found the average annual rate for wireless communication antenna leases to be $19,302. The results of the study are provided in this packet. Financial Considerations: Since the annual rate will be increased from $11,040 to $24,000, the additional revenue over the next five years will be $64,800. Citizen Input/ Board Review: Not applicable. Legal Review: The City Attorney has reviewed and approved the amendment. Alternatives: Approve or Deny. Supporting Documents: Amendment to Ground and Tower Lease Agreement Original Agreement dated Febraury 5, 1992 Rate Study of Comparative DFW Cities Location Map Staff Recommendation: Authorize the Mayor to execute an amendment to the February 5, 1992 lease agreement with Dallas SMSA Limited Partnership (Cingular Wireless) for the placement of an antenna system on the Florence Water Tower. Cc: Mike Patterson, Operations Manager Valerie Bradley, Assistant to the Public Works Director FIRST AMENDMENT TO TOWER/GROUND LEASE AGREEMENT This is the First Amendment ( "AMENDMENT ") to the Tower /Ground Lease Agreement by and between Gary Fickes, Mayor, LESSOR of Southlake, acting on behalf of the LESSOR of Southlake ( "LESSOR "), and Dallas SMSA Limited Partnership, A Delaware Limited Partnership ( "LESSEE ") dated February 5, 1992. WHEREAS, on or about February 5, 1992, the parties entered into a Tower /Ground Lease Agreement ( "AGREEMENT ") for the Lease Premises more particularly shown on Exhibit A of the AGREEMENT a part of real property, including a water tower located thereon, lying and being situated in the County of Tarrant, State of Texas, and being a 5.00 acre tract of land situated in the J.J. Freshour Survey, A -521, and being that same 5.00 acre tract of land as conveyed in that certain deed to the LESSOR of Southlake as recorded in Volume 9195, page 975 of the Deed Records of Tarrant County, Texas. WHEREAS, the parties wish to amend the AGREEMENT in certain respects as set forth below. NOW THEREFORE, in consideration of the premises contained in the AGREEMENT and the mutual covenants herein and other good and valuable consideration, the receipt and sufficiency of which hereby acknowledged, the parties agree as follows: I. That Section 3 of the Agreement is deleted in its entirety and replaced with the following: 3. This lease shall be for an initial term of five (5) years beginning on the March 1, 2003 ( "Commencement Date ") and ending on March 1, 2008 at an annual rent of Twenty Four Thousand and no /100 Dollars ($24,000.00) to be paid in equal monthly installments by the first day of each month to LESSOR or as LESSOR may otherwise direct from time to time in writing at least thirty (30) days before any rent payment date. H. That the Second paragraph of Section 4 of the AGREEMENT be amended to read as follows: 4. Provided LESSEE is not in default hereunder and shall have paid all rents and sums due and payable to LESSOR by LESSEE, LESSEE shall have the right to terminate the AGREEMENT upon one (1) year prior written notice to LESSOR. LESSOR shall have the right to terminate the AGREEMENT upon one (1) year prior written notice to LESSEE. Notwithstanding anything contained herein to the contrary, LESSOR shall have the right to terminate this Agreement at any time upon (30) days prior written notice to LESSEE should LESSOR, in its sole discretion, determine that the water tower upon which LESSEE's equipment is to be installed should be removed or dismantled. III That Section 11 of the Agreement is deleted in its entirety and replaced with the following: 11. Without limiting any of the other obligations or liabilities of the LEESSEE, during the term of the Agreement, the LEESSEE shall purchase and maintain the following minimum insurance coverages with companies duly approved to do business in the State of Texas and with an A.M. Best Insurance Guide rating of A- VII. Coverages shall be of the following types and not less than the specified amounts: A. Workers' compensation as required by Texas law, with the policy endorsed to provide a waiver of subrogation as to the LESSOR; employer's liability insurance of not less than the minimum statutory amounts. B. Commercial general liability insurance, including premises - operations; independent LEESSEE's liability, completed operations and contractual liability covering, but not limited to, the liability assumed under the indemnification provisions of this Agreement, fully insuring LEESSEE's (or SubLEESSEE's) liability for injury to or death of LESSOR's employees and third parties, extended to include personal injury liability coverage with damage to property of third parties, broad form property damage, with minimum limits as set forth below: General Aggregate . .....................$2,000,000 Bodily Injury $1,000,000 Each Occurrence Property Damage $1,000,000 Each Occurrence Products — Components /Operations Aggregate Personal and Advertising Injury .......... (With Employment Exclusion Each Occurrence ...................... Contractual Liability: Bodily Injury $1,000,000 Property Damage $1,000,000 $1,000,000 $ 1,000,000 deleted) $ 1,000,000 Each occurrence Each occurrence The policy shall include coverage extended to apply to completed operations, asbestos hazards (if this project involves work with asbestos) and ECU (explosion, collapse and underground) hazards. The completed operations coverage must be maintained for a minimum of one year after final completion of this Agreement, with evidence of same filed with LESSOR. C. Comprehensive automobile and truck liability insurance, covering owned, hired and non -owned vehicles, with a combined bodily injury and property damage minimum limit of $1,000,000 per occurrence; or separate limits of $500,000 for bodily injury (per person), and $500,000 for property damage. Such insurance shall include coverage for loading and unloading hazards. D. Property Insurance (Builder's All Risk) (i) LEESSEE shall purchase and maintain, at all times during the term this Agreement property insurance written on a builder's risk "all- risk" or equivalent policy form in the amount of the initial contract price, plus value of subsequent contract modifications and cost of materials supplied or installed by others, comprising total value for the entire Project at the site on a replacement cost basis without optional deductibles. Such property insurance shall be maintained, unless otherwise in writing by all persons and entities who are beneficiaries of such insurance, until final payment has been made, or until no person or entity other than the LESSOR has an insurable interest in the property required by this paragraph to be covered, whichever is later. This insurance shall include interests of the LESSOR, the LEESSEE, SubLEESSEEs and Sub - SubLEESSEEs in the Project. (ii) Property insurance shall be on an "all- risk" or equivalent policy form and shall include, without limitation, insurance against the perils of fire (with extended coverage) and physical loss or damage including, without duplication of coverage, theft, vandalism, malicious mischief, collapse, earthquake, flood, windstorm, falsework, testing and startup, temporary buildings and debris removal including demolition occasioned by enforcement of any applicable legal requirements, and shall cover reasonable compensation for LEESSEE's services and expenses required as a result of such insured loss. (iii) If the insurance required by this paragraph requires deductibles, the LEESSEE shall pay costs not covered because of such deductibles. (iv) This property insurance shall cover portions of the Work stored off the site, and also portions of the Work in transit. E. Policy Endorsements (i) Each insurance policy to be furnished by LEESSEE shall include the following conditions by endorsement to the policy: (a) name the LESSOR as an additional insured as to all applicable policies; (b) each policy shall require that 30 days prior to cancellation, non - renewal or any material change in coverage, a notice thereof shall be given to LESSOR by certified mail. If the policy is canceled for nonpayment of premium, only 10 days written notice to LESSOR is required; (c) the term "LESSOR" shall include all authorities, boards, bureaus, commissions, divisions, departments and offices of the LESSOR and individual members, employees and agents thereof in their official capacities, and /or while acting on behalf of the LESSOR; (d) the policy phrase "other insurance" shall not apply to the LESSOR where the LESSOR is an additional insured on the policy. F. Special Conditions (i) Insurance furnished by the LEESSEE shall be in accordance with the following requirements: (a) any policy submitted shall not be subject to limitations, conditions or restrictions deemed inconsistent with the intent of the insurance requirements to be fulfilled by LEESSEE; (b) all policies are to be written through companies duly licensed to transact that class of insurance in the State of Texas; and (c) all liability policies required herein shall be written with an "occurrence" basis coverage trigger. (ii) LEESSEE agrees to the following: (a) LEESSEE hereby waives subrogation rights for loss or damage to the extent same are covered by insurance. Insurers shall have no right of recovery or subrogation against the LESSOR, it being the intention that the insurance policies shall protect all parties to the contract and be primary coverage for all losses covered by the policies; (b) companies issuing the insurance polices and LEESSEE shall have no recourse against the LESSOR for payment of any premiums or assessments for any deductibles, as all such premiums and deductibles are the sole responsibility and risk of the LEESSEE; (c) approval, disapproval or failure to act by the LESSOR regarding any insurance supplied by the LEESSEE (or any SubLEESSEEs) shall not relieve the LEESSEE of full responsibility or liability for damages and accidents as set forth in the Contract Documents or this Agreement. Neither shall be bankruptcy, insolvency or denial of liability by the insurance company exonerate the LEESSEE from liability; (d) any of such insurance policies required under this paragraph may be written in combination with any of the others, where legally permitted, but none of the specified limits may be lowered thereby; (e) prior to commencement of operations pursuant to this Agreement, the LEESSEE shall furnish the LESSOR with satisfactory proof that he has provided adequate insurance coverage in amounts and by approved carriers as required by this Agreement; (f) LEESSEE shall provide notice of any actual or potential claim or litigation that would affect required insurance coverages to the LESSOR in a timely manner; (g) LEESSEE agrees to either require its SubLEESSEEs to maintain the same insurance coverage and limits as specified for the LEESSEE or coverage of SubLEESSEEs shall be provided by the Contract. Likewise, LESSOR shall provide notice of any actual or potential claim or litigation that would affect required insurance coverages to the LESSEE in a timely manner; and (h) Prior to the effective date of cancellation, LEES SEE shall deliver to the LESSOR a replacement certificate of insurance or proof of reinstatement. IV. That Section 17 of the AGREEMENT the LESSEE'S notice address is changed to: LESSEE: Dallas SMSA Limited Partnership d /b /a Cingular Wireless Attention: Real Estate Lease Administration, Site # 3398 6100 Atlantic Blvd. Norcross, GA 30071 Copy to: Dallas SMSA Limited Partnership d /b /a Cingular Wireless Attention: Legal Department, Site # 3398 17330 Preston Road, Suite 100A Dallas, Texas 75252 LY The terms of this AMENDMENT shall control in the event of conflict with the AGREEMENT. In all other respects, the AGREEMENT dated February 5, 1992 shall be in full force and effect. IN WITNESS WHEREOF, the parties have executed this AMENDMENT as of the dates shown below in their respective signatures. ATTEST: LESSOR OF SOUTHLAKE, TEXAS LESSOR Secretary LIM Rick Stacy Its: Mayor Date: DALLAS SMSA LIMITED PARTNERSHIP, by Southwestern Bell Wireless, LLC, general partner ma Kevin J. Haynes Its: Executive Director, North Texas Network Operations Date: OFFICIAL RECORD TOWER/GROUND LEASE AGREEMENT This Agreement, made this _ day of . lr z _ , 19L--by and between Gary Fickes, Mayor, City of Southlake, acting on behalf of th4tity of S outhlake, whose address is 667 North Carroll Avenue, Southlake, Texas 76092 hereinafter called LESSOR, and Dallas SMSA Limited Partnership, A Delaware Limited Partnership having its principal offices at 17330 Preston Road, Suite 100A, Dallas, Texas 75252 hereinafter called LESSEE. WHEREAS, LESSOR, is the owner of the following describedreal property, including a water tower located thereon, lying and being situated in the County of Tarrant, State of Texas, and being a 5.00 acre tract of land situated in the J. J. Freshour Survey, A -521, and being that same 5.00 acre tract of land as conveyed in that certain deed to the City of Southlake as recorded in Volume 9195, page 975 of the Deed Records of Tarrant County, Texas, also being more particularly described and illustrated on the pages of Exhibit "A" attached hereto and made a part hereof for all purposes. WHEREAS, LESSEE desires to lease antenna space on said tower and ground space for LESSEE'S equipment building and all appurtenances thereto, together with the right of way for ingress and egress, for the purpose of establishing a radio transmission facility. NOW THEREFORE, in and for the covenants, conditions, agreements, and rents hereinafter set forth, the adequacy of which is hereby acknowledged, LESSOR and LESSEE agree as follows: 1. LESSOR hereby leases to LESSEE, and LESSEE takes from LESSOR, sufficient space on LESSOR'S tower to attach LESSEE'S antenna array, and approximately 2400 square feet of ground space adjacent to said tower for LESSEE'S equipment building and all appurtenances thereto, as illustrated in said Exhibit "A ", together with the right of way for ingress and egress to and from said tower and equipment building. Said right of way for ingress and egress to be by reasonable routes in common with LESSOR across the remainder of LESSOR'S property, together with the sharing in common with LESSOR, LESSOR'S rights of ingress and egress and use of the 30' access and 15' utility easements as described in the aforementioned deed, also more particularly described on said Exhibit "A ". The antenna equipment space and ground space described above are hereinafter referred to as the "Leased Premises" which together with the right of way for ingress and egress are more particularly shown on Exhibit "A ". LESSOR shall grant any and all easements as may be required by the appropriate electric and telephone companies for the purpose of servicing LESSEE'S equipment. In addition, LESSOR hereby grants to LESSEE the right to use additional property contiguous to the leased premises during construction of the radio transmission facility. Said additional construction easement is to be restored as near as reasonably possible to its condition prior to construction by LESSEE. LESSEE shall not use or permit the property to be used for any purpose other than a radio transmission facility without written consent of LESSOR, said consent not to be unreasonably withheld. LESSEE shall be allowed to install, operate, maintain, replace and remove its communications equipment, and related cables, wires, conduits, antennas, air conditioning equipment, and other appurtenances as it may from time to time require. Although such equipment and appurtenances may become fixtures, they shall be and shall remain property of LESSEE and LESSEE shall have the right to remove all of them at the expiration or termination of this Lease. It is understood and agreed that for security reasons, a fence and gate shall be maintained around the water tower at all times. LESSEE shall be provided with a key to the gate and shall have full twenty-four hour, seven days a week access to the Leased Premises." LESSEE covenants and agrees that it has inspected the water tower and Leased premises and that it is thoroughly familiar with the condition of such premises and tower based upon a personal inspection and does not rely on any representations by LESSOR as to the condition of the premises or water tower or their suitability for the purposes intended. LESSEE accepts the Leased Premises in their present condition, and finds them suitable, free from defects, and in good condition for the purposes intended. 2. LESSOR hereby grants to LESSEE the right to survey the Leased Premises. Said survey, if made, shall become Exhibit `B" to this Agreement. 3. The term of this Agreement shall be ten (10) years beginning on /V 1 2 Rent shall be paid in equal monthly installments on the fast of each month, in advance, to LESSOR at its address in Southlake, Texas or to such other person, firm or place as the LESSOR may from time to time, so designate in writing at least thirty (30) days in advance of any rental payment date. The first five (5) year period of this lease shall have an annual rental of $9,600.00 to be paid in equal monthly installments as aforesaid. The second five (5) year period of this lease shall have an annual rental of $11,040.00 to be paid in equal monthly installments as aforesaid. 4. If at the end of ten (10) years this Agreement has not been terminated by either party giving to the other written notice of an intention to so terminate it at least six (6) months prior to the end of such term, this Agreement shall continue in force upon the same covenants, terms and conditions, including rental payments, for a further term of one (1) year, and so on from year to year until terminated by either party giving to the other written notice of an intention to so terminate at least six (6) months prior to the end of such term. 2 Provided LESSEE is not in default hereunder and shall have paid all rents and sums due and payable to LESSOR by LESSEE, LESSEE shall have the right to terminate this Agreement at any time after five (5) years upon one (1) year prior written notice to LESSOR. LESSOR shall have the right to terminate this Agreement at any time after five (5) years upon one (1) year prior written notice to LESSEE. Notwithstanding anything contained herein to the contrary, LESSOR shall have the right to terminate this Agreement at any time upon thirty (30) days prior written notice to LESSEE should LESSOR, in its sole discretion, determine that the water tower upon which LESSEE's equipment is to be installed should be removed or dismantled. S. LESSEE'S equipment building shall be installed on a slab foundation at LESSEE'S expense. Said equipment building shall be owned by LESSEE and the building and slab shall be removed from the site by LESSEE within a reasonable period following termination of this Lease Agreement. The building shall be used to house LESSEE'S communications equipment and all associated or related equipment of any type as deemed necessary or desirable by LESSEE. The building will be placed adjacent to the tower in a location satisfactory to all parties to this Agreement. Failure of the parties to agree upon a location satisfactory to LESSEE and LESSOR within a reasonable period of time after this Agreement is signed by all parties hereto will serve, upon written notice from LESSEE to LESSOR, to nullify and terminate this Agreement. 6. It is, understood and agreed that LESSEE'S ability to use the leased premises is contingent upon its obtaining, either before or after the effective date of this Lease Agreement, all of the certificates, permits, and other approvals that may be required by any federal, state or local authorities. LESSEE shall make due and timely application for all such necessary certificates, permits and other approvals. LESSOR shall cooperate with LESSEE in its effort to obtain such approvals and shall take no action which would adversely affect the status of the leased premises with respect to the proposed use thereof by LESSEE. In the event that any of such applications is finally rejected or any certificate, permit, license or approval issued to LESSEE is cancelled or otherwise withdrawn or terminated by governmen- tal authority so that LESSEE in its sole discretion will be unable to use the leased premises for its specified purposes, the LESSEE shall have the right to terminate this Agreement. Notice of said termination shall be given to the LESSOR in writing by certified mail. All rental paid for lease of the property to said termination date shall be retained by the LESSOR. Upon such termination, this Agreement shall become null and void, and the parties shall have no further obligations, including the payment of money, to each other. 7. Only qualified and adequately insured agents, contractors or persons under LESSEE'S direct supervision will be permitted to climb the tower structure or to install or remove LESSEE'S antennas and/or transmission lines from the tower. LESSOR retains the right to permit its own employees and agents and employees and agents of subsequent users of the tower structure, to climb the tower structure for the purpose of repair and maintenance or for any other purposes that do not interfere with the LESSEE'S use of the tower, and so long as such subsequent users comply with the provisions of Paragraph 8.A. of this Lease Agreement. 8. LESSEE covenants and agrees that LESSEE'S equipment, its installation, operation and maintenance will: A. Not interfere with the operation of existing radio equipment at the tower site, if any. In addition, in the event LESSOR desires to install additional radio equipment at the tower site in the future, LESSEE agrees to take all reasonable measures to eliminate any interference with said radio equipment, including relocating its equipment on the tower site if necessary. In the event there is harmful interference to said electronic equipment, LESSEE will promptly take all steps necessary to identify the problem, and, if caused by LESSEE'S equipment, to take all reasonable steps to eliminate said harmful inter- ference within ten (10) days after notice from LESSOR to LESSEE advising of the interference. If said interference cannot be eliminated within thirty (30) days of notice thereof, LESSEE agrees to suspend operations (transmissions) at the site while the interference problems are studied and a means found to mitigate them. If said interfer ence cannot be eliminated, then LESSEE shall remove its building and equipment from LESSOR'S property and this Agreement shall hereupon be terminated. During the term of this Agreement or any extension thereof, LESSOR shall not permit other cellular telephone operators, to place or operate any equipment which would interfere with LESSEE's equipment or operations on the property or premises. LESSOR shall cause that all subsequent users of the tower structure to first coordinate with LESSEE to ensure that their frequencies and antenna locations will be compatible with LESSEE'S and to agree to a clause similar to this Paragraph &A., herein, promising to immediately eliminate harmful interference if said user's radio equipment should interfere with that of the LESSEE herein. B. Comply with all applicable rules and regulations of the Federal Communications Commission, and electrical codes of City and/or State. Under this lease the LESSOR assumes no responsibility for the licensing, operation and/or maintenance of LESSEE'S radio equipment, antennas, transmission lines or attachments. 9. If all or any part of the Leased Premises, or if all or any part of the LESSOR'S land underlying the radio transmission facility or roadway to the Leased Premises is taken by eminent domain or other action by jurisdictions having the legal right to take said lands, and if said taking in the sole discretion of LESSEE renders the Leased Premises unusable for its intended purpose, then at LESSEE'S option this Agreement may be declared null and void and of no further force and affect and there shall be no further payment of rents except that which may have been due and payable at the time of said taking. 10. LESSEE shall indemnify LESSOR and hold LESSOR harmless against any claim of liability or loss from personal injury or property damage not due to the negligence or willful misconduct of LESSOR or LESSOR'S agents and servants which may arise out of LESSEE'S lease of the property and its operations thereon. 4 11. LESSEE will carry during the term of this Lease the following liability insurance with customary coverage and exclusions: Bodily Injury $500,000.00 for injury to any one person and $1,000,000.00 for all injuries sustained by more than one person in any one occurrence. Property Damage $100,000.00 for damage as a result of any one accident. All insurance policies furnished under this provision shall name LESSOR as an additional insured. LESSEE agrees to furnish LESSOR with certificates of insurance certifying that LESSEE has in force and effect the above specked insurance. 12. LESSEE shall have a separate power meter installed for its electric service and LESSEE shall pay all costs related to said electric service. 13. LESSOR shall be responsible for all ad valorem taxes and taxes attributable to LESSOR'S personal property that may from time to time be levied on the property described in this Agreement. LESSEE shall be responsible for any and all taxes levied directly upon its personal property and equipment, including LESSEE'S equipment building. 14. Any sale by the LESSOR of all or part of the Leased Premises, shall be under and subject to this Lease Agreement and LESSEE'S rights hereunder. 15. LESSOR covenants that LESSEE, on paying the rent and performing the covenants by it herein made, shall and may peaceably and quietly have, hold and enjoy the Leased Premises under the terms and conditions specified in this Agreement. 16. This Lease Agreement and the performance thereof shall be governed, interpreted, construed and regulated by the laws of the State of Texas. Any litigation concerning this Lease shall be conducted in Tarrant County, Texas and the parties hereby agree to the venue and personal jurisdiction of these courts. 5 17. All notices hereunder must be in writing and shall be deemed validly given if sent by certified mail, postage prepaid, addressed as shown below (or to any other address that the party to be notified may have designed to the sender by like notice): LESSEE: Southwestern Bell Mobile Systems, Inc. Attention: Real Estate Manager 17330 Preston Road, Suite 100A Dallas, Texas 75252 LESSOR: City of Southlake Gary Fickes, Mayor 667 North Carroll Avenue Southlake, Texas 76042 18. At LESSOR'S option, this Agreement shall be subordinate to any mortgage by LESSOR which from time to time may encumber all or part of the leased premises of right of way provided, however, every such mortgage shall recognize the validity of this Agreement in the event of a foreclosure of LESSOR'S interest and also LESSEE'S right to remain in occupancy of and have access to the leased premises as long as LESSEE is not in default of this Agreement. LESSEE shall execute whatever instruments may reasonably be required to evidence this subordinate clause. In the event the leased property is encumbered by a mortgage, LESSOR immediately after this Lease Agreement is exercised, will obtain and furnish to LESSEE, a non - disturbance instrument for each such mortgage in recordable form. 19. Upon written notification from LESSEE to LESSOR, this Agreement may be sold, assigned, or transferred by LESSEE at any time without the consent of LESSOR, to a subsidiary, partner or affiliate of the LESSEE, or to a successor to the primary business of LESSEE. Any other assignment shall require written approval of LESSOR, such consent not to be unreasonably withheld. 20. This Agreement shall extend to and bind the heirs, executors, administrators, successors and assigns of the parties hereto. 21. For the purpose of providing constructive notice hereof, LESSOR and LESSEE hereby agree to execute a Memorandum of "Lease Agreement, in recordable form and LESSEE shall have the same recorded in the land records of the aforesaid county and state. 22. LESSOR covenants that LESSOR is seized of good and sufficient title and interest to the property and has full authority to enter into and execute this Agreement. 0 23. It is hereby mutually agreed and understood that this Agreement contains all agreements, promises and understandings between the LESSOR and LESSEE and that no verbal or oral agreements, promises or understandings shall or will be binding upon either the LESSOR or LESSEE in any dispute, controversy of proceeding at law, and any addition to, variation or modification of this Agreement shall be void and ineffective unless in writing signed by the parties hereto. 24. LESSEE represents that it is a Delaware Limited Partnership in good standing in the State of Delaware and qualified to do business as a Foreign Limited Partnership in the State of Texas, that Southwestern Bell Mobile Systems, Inc., is the sole general partner of LESSEE responsible for the operation and control of all of the business of LESSEE. IN WITNESS WHEREOF, the parties hereto have set their hand and affixed their respective seals the days and year just above written. LESSOR: CITY OF SOUTHLAKE BY: "'� a, — )) ary Fic es Mayor, City of Southlake LESSEE: DALLAS SMSA LIMITED PARTNERSHIP BY ITS GENERAL PARTNER SOUTHWESTERN BELL MOB SYSTEMS, INC. BY: Robert W. Shane' EXECUTIVE PRESIDENT 7 ACKNOWLEDGEMENT THE STATE OF TEXAS COUNTY OF TARRANT Before me. the undersigned, a Notary Public in and for the State of Texas, on this day personally appeared Gary Fickes, Mayor of the Citv of Southlake (Texas) known to me to be the person and officer whose name is subscribed to the foregoing instrument and acknowledged to me that the same was the act of the said City of Southlake (Texas) =d that he executed the same as the act of such C i tv for the purposes and consideration :herein exoressed. and in the capacity therein stated. Given under my hand and seal of office on this the day of SANDRA L Notary Public in and for the State of Texas'• ' ;) MattR // �j my Cnmm, ' Commission Expires ' THE STATE OF TEXAS COUNTY OF DALLAS BEFORE ME, the undersigned authority, on this day personally appeared Robert W. Shaner, Executive Vice President, of Southwestern Bell Mobile Systems, Inc., a corporation, known to me to be the person, and officer whose name is subscribed to the foregoing instrument and acknowledged to me that the same was the act of the said Southwestern Bell Mobile Systems, Inc., a corporation, and that he executed the same as the act of such corporation for the purposes and consideration therein expressed, and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE, This °Z day of A.D. 19 z4&dd"z- Notary Public, in and for thg State of Texas My Commission Expires W r B. R. PEDIGO MY COMMISSION EXPIns f o F;E:t' January 6, 1996 EXEDn "A" Attached to and made a part of that certain Lease Agreement dated � � . 199k- by and between the City of Southlake, Lessor, and Dallas SMSA Limited ership, Lessee. PROPERTY DESCRIPTION 5.0 ACRE TRACr DESCRIPTION BEING a 5.00 acre tract situated in the J. J. FREsHOLIR SLQm, ABsmAcr No, 521, Tarrant County, Texas, and being more particularly described by metes and bounds as follows: C{ MCING at a railroad spike found in the center line of Florence Road, said spike also being the northeast corner of a tract of land conveyed to James Virgil as recorded in V. 5955, P. 21, Dl=, said spike also being the northwest corner of a tract of land; conveyed to C.J. Brewer as recorded in V. 6167, P. 974, DRTCT; THENCE East along the center line of Florence Road for a distance of 416.00 feet to a 1/2 int:h'iron pipe found for corner, said pipe being the northeast borner of said Brewer tract, said pipe also being the northwest corner of a tract of land conveyed to Everett H. Davis as recorded in V. 7090, P. 187, DRTCT. THENCE South for a distance of 865.20 feet to a 318 inch iron rod set, said iron being in the west line of said Davis tract, said iron also being the POINT OF BEGINNING of the tract of land herein described; THENCE South for a distance of 526.26 feet to a 1/2 inch iron rod found for corner, said iron being the southwest corner of said Davis tract, said iron also teing in the north line of a tract of land conveyed to Wm. W. Johnson as recorded in V. - .244, P. 339, DRTCT; THENCE West for a distance of 412.50 feet to a 1/2 inch iron rod found for corner, said iron being in the northerly line of a tract of land conveyed to Royal E. Smith as recorded in V, 4077, P. 427, DUCT, said iron also being the southeast corner of a tract or land conveyed to Steve Bell et ux !Cathryn as recorded in V. 6752, P. 431, DRTCT; THENCE N 00 07' 27" W for a distance of 5Z6.26 feet to a 3/8 inch iron rod set, said iron bein¢ in the east line of a tract of land conveyed to Willis Lester Dewil et ux Dell as recorded in V. 5955, P. 25, DRTCT; THENCE N 89 E9' 59" E for a distance of 413.64' to the POINT OF BEGU1NING and containing 5.00 acres (217,804 square feet) of land more or less. CELL SITE NAME: EAST KELLER CENTER NUMBER: 3398 EXHIBIT "A" Page 1 of 4 DALLAS SMSA LIMITED PARTNERSHIP EXXFIIBTT "A" Attached to and made a part of that certain Lease Agreement dated Allullu 19912-- by and between the City of SouWake, Lessor, and Dallas SMSA Limited Partn hip, Lessee, PROPERTY DESCRIPTION 30' ACCESS EASMW DESCRIPTION BEING a tract of land situated in the J.J. FRESFDUR SURVEY, ABSTRACT No. 521, Tarrant County, Texas and being more particularly described by metes and bounds as follcws: CO MENCING at a railroad spike found in the center line of Florence Road, said spike also being the northeast corner of a tract of land conveyed to James Virgil as recorded in V. 5955, P. 21, DUCT; said spike also being the northwest corner of a tract of land conveyed to C.J. Brewer as recorded in V. 6167, P. 974, DRTCf; 11L -IiE East along the center line of Florence Road for a distance of 178.00 feet to a point for the northwest corner of the herein described easement for the ?OI.T CF BEGINNING: :SCE East along the centerline of Florence Road a distance of 30.00 feet to a mint :r a corner; 7"ENCE 3 00° 04' 41" E for a distance of 865.20 feet to a point for corner; .7 -°ENCE 89 59' 59 ". W for a distance of 30.00 feet to a point for corner; ME 00 °'04' 41" W for a distance of 865.20 feet to the POINT OF BEGINNING =a t_r wining 0.596 acres (25956.9 square feet) of land more or less. 15' UTILITY EASE-MT 'DESCRIPTION _NG tract of land situated in the J.J. FRESHDUR SURVEY, ABSTRACT N0. 521, 'arrant County, Texas and being more particularly described by metes and bounds as cii:ws: _C�•b+��iC_`;G at a railroad spike found in the center line of Florence Road. said spike a:so being the northeast corner of a tract of land conveyed to James Virgil as reccrced in V. 5955, P. 21, DRTCT; said spike also being the northwest corner :i tract of land conveyed to C.J. Brewer as recorded in 16167, P.974, DRTCT NCZ =ast along the center line of Florence Road for a distance of 178.0n feet to a coint for the northeast corner of the herein. described egsement for the -OI;.T CF BEGINNING: '.zNCE 5 00° 04' 41" E for a distance of 865.20 feet to a ooZt for corner; "FENCE S 89 59' 59" W for a distance of 15.00 feet for comgF; :n'E`iCE `I 00 04' 41" W for a distance of 865.20 feet to a poZt fF corner in the center line of Florence Road; _ 7HEVCE East along the center line of Florence Road for a distance of 15.00 feet to the :DINT OF BEGINNING and containing 0.298 acres (1278.4 square feet ) of lane yore cr Less.' CELL SITE NAME: EAST KELLER EXHIBIT "A" CENTER NUMBER: 3398 Page of 4 DALLAS SMSA LIMITED PARTNERSHIP EXHIBIT "A" Attached to and made a part of that certain Lease Agreement dated "I 199 VII by and between the City of Souddake, Lessor, and Dallas SMSA Limited P p, Lessee. ILLUSTRATION � l�urlD r..... I u ' 1 .g! N f1��� �s7.u —•r—r - .. &AWr . ��M!lVEdMeL �. t4o w" � :t. T....... ?ROPEDTY---------- -- - --> 1 "LASE ?? II .. 11 X10! Y 74 LA4 . _ ,. Z C _ _ _ C 3 [ _ � i ' •.. I i � it �� K.vweif .OUR SUR. A -321 4nr'.i::T TEXAS �19: li ncp_cr}} •F S I r . --- rd►iM tlb �� ^M E � � � /'' KE!"IRe MSONf•Qtfi N71QN 9 I �i ",r�waiw[ r CELL SITE NAME: EAST KELLER EXHIBIT "A" CENTER NUMBER: 3398 Page 3 of 4 DALLAS SMSA LIMITED PARTNERSHIP ] X U "A" Attached to and made a part of that certain Lease Agreement dated A JIULL4 ,� , 199k 2- by and between the City of Southlake, Lessor, and Dallas SMSA Limited P hip, Lessee. ILLUSTRATION Antenna Installation On Water Tank O NE p) q "lam' t► C17hNSM17') v K 33' — 49 WE ^ 'rD li I '� ce ION CELL SITE NAME: EAST KELLER CENTER NUMBER: 3398 DALLAS SMSA LIMITED PARTNERSHIP EXHIBIT "A" Page 4 of 4 Rate Study of Comparative DFW Cities for Communication Antennas rates from the most recent contracts in each city City Bedford Yearly Rate $ 30,000 I Rate Increase 15% /5yrs or CPI, whichever is greater Date of Contract Aug -02 Company Name AT &T Colle ville $ 16,680 5 %/ r Sep-01 Web Link Wireless Co ell $ 24,000 12 %/5 rs Jan -02 Sprint Euless $ 18,000 12 %/5 rs Flower Mound $ 14,400 CPI/ r Frisco $ 27,000 15 %/3 rs Apr-02 AT &T Grapevine $ 18,000 15% /5yrs or CPI, whichever is greater Aug -01 NEXTEL Hurst $ 18,000 15 %/5 rs May-01 Cin ular SWB Keller $ 18,000 0 Mar -01 VoiceStream North Richland Hills $ 21,000 3 %/ r Jan -02 Verizon Plano $ 20,400 3 %/ r Jan -02 AT &T Wireless Richardson $ 14,400 4 %/ r Tro h Club $ 11,040 15 %/3 rs Jul -02 AT &T Wireless Westlake N/A $ 250,920 13 Average annual rate= $19,302 Southlake Water Towers v . V -_ Florence i Water Tow er Dove Tower located at 100 West Dove Road Bicentennial Park Tower located at 200 N: White Chapel Blvd Miron Tower located at 320 Mixon Dr. Florence Tower located at 535 brewer St.