HomeMy WebLinkAboutCrown Castle GT Company LLC; 1985-07-17;t I
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terminate this agreement by written notice given to' Lessor not less
than six months in advance of the effective cancellation date. From
and after the effective date, the parties shall have no further
rights hereunder) provided that Lessee shall remain liable to Lessor
for any rents or other payments due Lessor up to the effective
cancellation date of this agreement.
s. Lessee to Abide by Law. Lessee shall conduct its
operations on the site in conformance with all applicable Federal,
State and local laws, and secure any ana all necessary permits
(grading, building, etc.).
6. Rent. Lessee agnes to pay to Lessor for the rights
given to it hereunder, an annual rental of $4,000,00. Rent shall be
payable semiannually in advance in the amount of $2,000 on the first
day of June and December during the term of this agreement. Lessee
hereby agrees to pay all electrical charges as a result of the use
of the Leased Premises together with all possessory taxes, or other
taxes or cbarges which may arise as a result of Lessee's use and
occupation of the ueaaed Premises.
7. Ad:iustsent to Rent. The annual rent shall be a~justed
be9inning in the sixth year of the term for each succeeding five-
year peri~d (incl11ding options) on the anniversary of the
conuaencement date of each five-year period ("Anniversary Daten) by
an amount equal to the percentage increase (not to exceed six
percent per annum or thirty percent for the five-ye~r period), in
the Consumer Price Index t•cpt•), All urban C~nsumers Index for san
Diego, California, as published by the United States Department of
Labor's Bureau of Labor Statistics. 'l'he percentage increase shall
be determined by calculating the amount of increase (not to exceed
six percent annually) in said CPI for the twelve•month period from
July l through June 30. The rent adjustment shall be calculated
annually, but made in the sixth year of the initial term and every
sixth yeat thereafter.
lf the Index is changed so that the base year differs
from that used, the Index shall be converted in accordance with the
conversion factor published by the United States Department of
Labor, Bureau ·of Labor statistics. If the Index is discontinued or
revised during the term, such other government index or computation
with which it is replaced shall be used in oraer to obtain
substantially the sane results as would be obtained if the Index had
not been discontinued or revised.
8. Access. Lessor authorizes ·Lessee or any of its duly
authorized agents or servants to enter upon the Property, at all
times, subject to reasonable rules as may be imposed by Lessor from
time to time, for the purpose of gaining access to the Leased
Premises, provided however, Lessee shall erect a fence around the
Leased Premises which shall be approved by Lessor and which shall
provide access to the Leased Premises separate from the Property .
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9. Indemni~t" Lessee indemnifies Lessor against all loss, damage, or claim o any kind which may be suffered by or made
against Lessor, or its officers and employees, including payment of
all attorneys fees incurred in defense thereof, in connection with
Lessee's exercise of rights granted by this agreement and not due to
negligent or intentional acts or omissions by Lessor.
Lessee releases Lessor from any anc5 all liability to
Lessee on account of fire, theft, restorement, water damage,
vandalism, earthquake damage and any and all other casualties and
hazards during the term of this agreement not due to negligent or
intentional acts or omissions by Lessor.
10. Insurance. Lessee agrees to and shall, from the
co111111encement date of this Lease, secure and maintain during the
entire term of this Lease, the following primary insurance coverage
for the Leased Premises;
(a) Comprehensive public liability insurance in the
minimum amount of $5,000,000 for loss from an accident resulting in
boc1ily injury to or death of one or more persons, $1,000,000 for
loss from an accident result.ing in da111age to or destruction of
property or, in the alternative, a $5,000,000 combined single limit
policy.
(b) Fire and extended coverage insurance in an amount
not less than ninety percent (90\) of the value of the Leased
Premises, any improvements, and of Leasee' s fixtures and equipment
in or upon the Leased Prealses.
Lessee agrees that Lessor shall be named as an
additional insured on each of tbe aforementioned policies of
insurance and that upon securing the .foregoing col'erages, Lessee
shall provide Lessor with written certificates of insurance
evidencing such coverages.
11. Storage. Lessee agrees that it will not store or
maintain on Lessor's property any flammable, explosive or other
dangerous substances, and that if by reason of Lessee's use of said
property, Lassor 1s fire or otber insurance rates shall be increased,
Lessee will promptly reimburse Lessor for the excess premiums over
and above the premiums formerly paid by Lessor.
12. No Interference. Lessor will not use the property in a
manner that will cause electrical interference with Lessee's use
thereof.
13. Removal of Eguipment. Upon termination of this
a9reement for any reason, Lessee shall be ent-itled to assemble an~
remol'e from the property of Lessor, all of its property ana
equipment, including antenna supi'orts, and shall l~aye the pr:operty
and equipment of the Lessor 1n the same cond1t1on as 1t ~as
immediately prior to the commencement of·this agreement, normal wear
an~ tear excepted.
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14. Assignment and Sublett!n~. Without Lessor's consent,
which shall not be unreasonably with eld, Lessee shall not sublet,
assign, mortgage, or hypothecate this Lease, or any interest in this
Lease, or permit the use of the premises by person or persons other
than Lessee. However, in the event of Lessor's consent, Lessee
shall remain liable for t.he rentals herein provided, and for the
performance of all of Lessee' s covenants and obligations hereunder
for the entire remaining term of this Lease and any extension of
this Lease or occupancy hereunder.
Notwithstanding the foregoing, Lessee may assign this Lease
or sublet the premises or any portion thereof, without Lessor's
consent, to any corporation which controls, is controlled by or is
under the common control with Lesseer to any corporation which
acquires Lessee under an order of court or to any corporation
resulting from a merger or consolidation with LesseeJ or to any
person or entity which acquirea all of the assets of Lessee's
business as a going concern provided that (i) the assignee or
sublessee assumes, in full, the obligations of Lessee under this
Lease and (ii) the use of the premises remains unchanged.
15. Me1110ranc1u111 of Lease. Upon the request of either party
the parties shall execute and have recorded a memorandum of lease in
the form as Exhibit •c• attached hereto.
16. Notices. Any notices required to be given hexeunder
shall be deemed to have been delivered when placed in the United
States mail and addressed to: Costa Real Municipal Water District,
5950 El Camino Real, carlsbad, California 92008~ Gencom
Incorporated, 5101 Convoy Street, San Diego, California 92111,
Attention: Bill simpson with a copy toa Gencom Incorporated, Three
Forest Plaza, 12221 Merit Drive, SUite 800, Dallas, Texas 75251,
Attention~ Legal Department.
17, Attorney's fees. In the event that either party hereto
shall coMence any legal action or proceeding, including an action
for declaratory relief, against the other by reason of the alleged
failure of the other to perform or keep any term, covenant or
condition of this Lease, the party prevailing in said action or
proceeding shall be entitled to recover, in addition to its court
costs, expert witness fees and a reasonable attorney's fee to be
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()05286
Assignor hereby acknowledges that the Tower Structure located on the premises demised
under the Site Lease, and which comprise a portion of the Thrasher Contributed Assets, has been
granted, sold, conveyed, assigned, transferred, set over and delivered to Assignee pursuant to and
under the Formation Agreement and Global Assignment~ and
Assignee hereby acknowledges that, as of the date hereof, Assignor has located on such
Tower Structure certain equipment which is more particularly described on Exhibit D attached
hereto and made a part hereof (the "Assigno~s Equipment"), which Assignor's Equipment
comprises a portion of the Thrasher Excluded Assets. Assignee further ·acknowledges that
notwithstanding anything contained herein to the contrary, no right, title or interest in the
Thrasher Excluded Assets, including the Assignor's Equipment, is hereby transferred or assigned
to Assignee and all right, title and interest in and to the same is hereby reserved by and unto
Assignor.
Notwithstanding anything herein to the contrary, the Thrasher Retained Liabilities are
specifically excluded from the Thrasher Assumed Liabilities and shall be retained by Thrasher at ·
and following the execution and delivery of this instrument and the Global Assignment.
Neither the making nor the acceptance of this Assignment shall (i) constitute a waiver or
release by any party of any liabilities, duties or obligations imposed upon a party by the terms,
conditions and provisions of the Formation Agreement, including, without limitation, the
representations and warranties and other provisions which the Formation Agreement provides
shall survive the date hereof as limited by the survival _periods stated therein or (ii) enlarge,
extend, restrict, limit or otherwise modify the terms, conditions and provisions of the Formation
Agreement, including, without limitation, the period of survival of the representations and
warranties provided for therein.
Copies of the Formation Agreement, the Global Assignment and the Site Lease are on
file in the offices of Assignor and Assignee.
IN WITNESS WHEREOF, the parties· hereto have executed this Assignment as of the
day and year first written above.
[remainder of page intentionally left blank; signature pages
for both Assignor and Asstgnee follow]
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ATI.Ol/10673S98vl
California Assignment and Assumption (Corporation)
Encinitas, CA09S9
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005289
EXHIBIT A
Site Lease Description
Lease Instrument dated 7/17/1985 by Costa Real Municipal Water District, as Lessor and
Gencom Incorporated, as Lessee (as the same may have been heretofore amended or assigned).
ATLOI/10673S98vl
California Assignment 1111d Assumption (Corporation)
Encinitas, CA09S9
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EXHIBIT A-1
Assessor's ID Number:
metes and bounds description attached to following page
ATL01/I0673S98vl
v05290
California Assignment and Assumption (Corpontion)
Encinitas, CA09S9
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fJOS292
EXHIBITB
Recording Information of Site Lease
Document dated 6/11/1986; recorded at Deed Book 86233222, Page , San Diego County,
California Records.
ATI..Ol/10673S98vl
California Assigmncnt and Assumption (Corporation)
Encinitas, CA09S9