EXHIBIT 10.20
MASTER TOWER LEASE AGREEMENT
This Agreement, made this 29th day of December 1995, between Cellco
Partnership, a Delaware General Partnership, d/b/a Xxxx Atlantic NYNEX Mobile,
Pittsburgh SMSA, L.P., and PA RSA 6 (II) referred to hereinafter by name or
individually and collectively as "BANM" with its principal offices at 000
Xxxxxxxxxx Xxxxxx Xxxx, Xxxxxxxxxx, Xxx Xxxxxx, 00000, hereinafter designated
"BANM", and Xxxxxx X. Crown, d/b/a CROWN COMMUNICATIONS, with its principal
mailing address of Penn Center Xxxx XXX, Xxxxxxxx #0, Xxxxx 000, Xxxxxxxxxx, XX
00000, hereinafter designated "CROWN".
WITNESSETH
WHEREAS, Cellco Partnership, a Delaware General Partnership, d/b/a Xxxx
Atlantic NYNEX Mobile, Pittsburgh SMSA, L.P., and PA RSA 6 (II) are related
entities, each of which operates in different areas to which this Master Tower
Lease Agreement may be applicable. They enter into this Master Tower Lease
Agreement in order to indicate their agreement to the terms and conditions
contained herein. It is the intention and understanding of BANM and CROWN that
individual Lease Supplements, as that term is defined hereinafter, shall be
entered into by only one of the following, Cellco Partnership, d/b/a Xxxx
Atlantic NYNEX Mobile, Pittsburgh SMSA, L.P., and PA RSA 6 (II), as determined
solely by the BANM.
WHEREAS, CROWN desires to lease space on certain towers owned by BANM; and
WHEREAS, BANM and CROWN are desirous of establishing terms and conditions
which will apply to multiple sites which are to be leased by BANM to CROWN,
In consideration of the mutual covenants contained herein, as well as the
mutual covenants contained in the companion "Master Tower Lease Agreement" in
which BANM herein is the Lessee therein and CROWN herein is the Lessor therein,
which is being executed contemporaneously with this Agreement, and intending to
be legally bound hereby, the Parties hereto agree as follows:
1. BANM hereby leases to CROWN that certain space on one or more of
BANM's towers if space is available and the proposed installation is
structurally and frequency compatible together with land for the installation of
CROWN's equipment building(s) or equipment cabinet(s) or temporarily, space
within BANM's equipment building for the installation of CROWN's equipment as
specified on Exhibit "A" to the Supplement attached hereto and made a part
hereof, and together with a non-exclusive right for ingress and egress, seven
(7) days a week, twenty-four (24) hours a day, on foot or motor vehicle,
including trucks and for the installation and maintenance of utility wires,
poles, cables, conduits and pipes over, under or along a right of way over
BANM's property from the nearest public right-of-way to the leased premises.
Said space on BANM's tower, parcel of land for equipment building and right-of-
way are collectively referred to hereinafter as the "Property". The specific
location, description and size of the Property for each particular site will be
described on one or more supplements to this Agreement which BANM and CROWN
shall prepare upon CROWN's decision to occupy a particular property and pursuant
to which the specific described property will be leased by BANM to CROWN, for
the purposes described herein. The form of such supplement is attached hereto as
Exhibit "A" to the Master. This Agreement and the supplements to it shall be
applicable to the areas covered by the following Federal Communications
Commission ("F.C.C.") Licenses: Pittsburgh, Pennsylvania MSA; Pennsylvania 2 -
McKean; Pennsylvania 6.2 - Xxxxxx: Pennsylvania 7 - Jefferson; Pennsylvania 9 -
Xxxxxx; Pennsylvania 11.2 - Huntington; West Virginia 1 - Xxxxx: West Xxxxxxxx
2 - Xxxxxx: and any new Pittsburgh Supersystem RSA covering portions of Western
Pennsylvania, Ohio, West Virginia and Kentucky and more specifically restricted
to those counties outlined in Exhibit "E" to the Master attached hereto and made
a part hereof acquired by BANM after the date of this Agreement. CROWN shall
indicate its interest in a particular
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property by completing a site application, sample of which is attached hereto as
Exhibit "C" to the Master. Upon submission of said application by CROWN to BANM,
BANM shall within ten (10) business days of such communication provide CROWN
with the latitudes and longitudes of the Property and all other information
necessary to complete the supplement in each instance. The supplement shall
become effective upon its execution by both BANM and CROWN. BANM shall have the
right to refuse to enter into any supplements in the event that such supplement
would negatively impact the business or network of BANM. The terms and
conditions of this Agreement shall apply to each said supplement, whether
executed simultaneously with this Agreement or subsequent to it.
In the event any public utility is unable to use the right-of-way
described in the supplement, BANM hereby agrees to grant, if available, an
additional right-of-way either to CROWN or to the public utility at no cost to
CROWN.
All future tenants of BANM's tower will be obligated to comply with all
interference requirements as outlined in Paragraph 9 herein.
CROWN will be responsible for supplying heating, air conditioning, air
conditioning distribution, cable trays, utilities, utility meter or sub-meter
and emergency power.
CROWN and BANM agree that CROWN shall have the right to replace the
equipment described in the supplement with similar and comparable equipment.
2. The term of this Agreement shall be twenty-five (25) years after which
term, the terms and conditions shall survive and govern any remaining
supplements until their termination.
3. Each property leased by BANM to CROWN pursuant to an applicable
supplement shall be leased with the commencement date as of the first (1st) day
of the month in which CROWN is granted a building permit by the governmental
agency charged with issuing such permits for the Property unless otherwise
indicated in the supplement. In the event that a building permit is not required
by the said governmental agency, then the commencement date of each applicable
supplement shall be defined as the date of execution by both Parties of the
applicable supplement. The initial term for each supplement shall be for five
(5) years and shall be subject to extension as provided in this Agreement.
4. The term of each particular supplement shall automatically be extended
for four (4) additional five (5) year terms unless CROWN terminates it at the
end of the then current term by giving BANM written notice of the intent to
terminate at least six (6) months prior to the end of the then current term.
Notwithstanding the foregoing, if BANM's rights in the Property are derived
from a prime lease with a third party and such prime lease has a shorter term or
extension terms than those provided for under this paragraph, then CROWN's
right to extend any particular supplement shall only be for as long as BANM has
the right to extend its interest in the same applicable property. CROWN shall
have the right to terminate any supplement within ninety (90) days following
written notice to BANM. Notwithstanding the extension provisions contained
herein, there shall be no option to extend the term of any supplement following
termination of this Agreement.
5. The annual rental shall be paid in equal monthly installments on the
first (1st) day of each month, in advance, to Xxxx Atlantic NYNEX Mobile, X.X.
Xxx 00000, Xxxxxxxxx, Xxxxxxxx 00000-0000 or such other person, firm or place as
BANM may, from time to time, designate in writing at least thirty (30) days in
advance of any rental payment date. CROWN will be obligated to include with
each monthly payment, the site identifier, # of antennas and size of equipment
space. The amount of the annual rental shall be that amount as defined on
Exhibit "F" to the Master attached hereto and made a part hereof.
The annual rental for the first (1st) five (5) year
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extension term and each and every extension thereafter, shall be adjusted by a
formula as follows:
[*]
The Parties agree that the properties presently leased to CROWN by BANM
as listed in Exhibit "B" to the Master attached hereto and made a part hereof,
shall be governed by the terms and conditions of this Agreement. Upon execution
of this Agreement, the amount of the annual rental payments including any back
rent that has not yet been paid as of the execution date of this Master
Agreement, shall be that amount as calculated in accordance with and as defined
on Exhibit "F" to the Master attached hereto and made a part hereof.
6. CROWN shall use the Property for the purpose of constructing,
maintaining and operating a Communications Facility and uses incidental thereto
together with all necessary connecting appurtenances. BANM shall provide a
security fence around the existing improvements at the Property. All
improvements to the Property resulting from CROWN's use shall be at CROWN's
expense. CROWN will maintain the Property in a reasonable condition. It is
understood and agreed that CROWN's ability to use the Property is contingent
upon its obtaining after the execution date of this Agreement all of the
certificates, permits, F.C.C. approvals for full power usage and other
approvals that may be required by any Federal, State or Local authorities which
will permit CROWN use of the Property as set forth above. All permits shall be
filed for and applied for in CROWN's name and a copy of the said authorized
permit must be provided to BANM prior to the commencement of construction by
CROWN. BANM shall cooperate with CROWN in its effort to obtain such approvals
and shall take no action which would adversely affect the status of the
Property with respect to the proposed use thereof by CROWN. In the event that
any of such applications should be finally rejected or any certificate, permit,
license or approval issued to CROWN is canceled, expires, lapses, or is
otherwise withdrawn or terminated by governmental authority so CROWN in its
sole discretion will be unable to use the Property for its intended purposes,
CROWN shall have the right to terminate the supplement concerning the affected
Property. Notice of CROWN's exercise of its right to terminate shall be given
to BANM in writing by certified mail, return receipt requested, and shall be
effective upon the mailing of such notice by CROWN. All rentals paid to said
termination date shall be retained by BANM. Upon such termination, such
supplement shall become null and void and the Parties shall have no further
obligations including the payment of money, to each other.
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[*] Indicates where text has been omitted pursuant to a request for confidential
treatment. The omitted text has been filed with the Securities and Exchange
Commission separately.
7. BANM agrees CROWN shall have free access to BANM's tower at all times
for the purpose of installing and maintaining CROWN's equipment, and BANM
further agrees to give CROWN during temporary, installation as may be outlined
in a particular Lease Supplement, free ingress and egress to BANM's tower
equipment building during the continuation of this Lease and any renewals
thereof in circumstances in which CROWN's equipment is located within such tower
equipment building. CROWN must notify BANM whenever CROWN. CROWN's tenants or
subcontractors are entering the building, tower or generator room by calling
during normal business hours (000) 000-0000 and during non-normal business hours
0-000-000-0000. CROWN shall be required to provide to BANM a detailed
Intermodulation study with respect to the proposed installation prior to BANM
granting approval of said installation. CROWN, at CROWN's sole expense, shall
have the option of structurally upgrading or replacing BANM's communications
facility to accommodate the additional tenants of CROWN, however, BANM reserves
the right to approve any and all changes and shall retain ownership of the
structure including any, and all structural modifications and support structures
except for CROWN's antennas and cables, throughout the terms of any supplement
and this Agreement. At BANM's option, BANM may request CROWN to provide a
certified structural analysis from the tower manufacturer for BANM's review,
which review shall be completed within ten (10) days of receipt of said analysis
at which time BANM shall advise CROWN whether it approves or disapproves of any
proposed improvement to the tower. In the event CROWN, its tenants or sub-
contractors perform any work at BANM's communications facility, BANM will be
guaranteed by CROWN that BANM will not experience any down time in BANM's
operation and CROWN will indemnify and reimburse BANM for any and all claims of
liability or losses, including but not limited to loss of revenues, by BANM or
any third party resulting from any such down time in BANM's operation. BANM
shall furnish CROWN with necessary keys for the purpose of ingress and egress to
the said site and tower location. It is agreed, however, that only authorized
engineers, employees or properly authorized contractors of CROWN or persons
under their direct supervision will be permitted to enter said Property. CROWN
will retain ownership of all buildings, equipment and appurtenances CROWN
installs at any BANM site on behalf of CROWN or CROWN's tenants, provided
however that the removal of said equipment will not structurally affect the
integrity of the tower.
8. It is further understood and agreed BANM must approve of the
installation contractor or personnel chosen by CROWN to install, maintain and
operate the equipment. Said approval by BANM shall be made within ten (10)
business days of CROWNS's submission of said installation contractor or
personnel. Said installation, maintenance and operation will in no way damage or
interfere with BANM's use of the Tower, antennas and appurtenances. BANM's
approval of the installation contractor or personnel shall not be unreasonably
withheld or delayed. If damage or interference is caused by CROWN, and CROWN
fails to make such repairs immediately after notice by BANM, BANM may make the
repairs and the reasonable costs thereof shall be payable to BANM by CROWN on
demand. If CROWN does not make payment to BANM within thirty (30) days after
such demand, BANM shall have the right to declare this Agreement in default and
terminate the same without any further notice or demand to CROWN. BANM covenants
that it will keep the tower in good repair as required by federal law H.R.
6180/S. 2882, the Telecommunications Authorization Act of 1992 including
amendments to Sections 303(q) and 503(b) (5) of the Communications Act of 1934.
BANM shall also comply with all rules and regulations enforced by the F.C.C.
with regard to the lighting, marking and painting of towers. If BANM fails to
make such repairs immediately after notice by CROWN, CROWN may make the repairs
and the reasonable costs thereof shall be payable to CROWN by BANM on demand. If
BANM does not make payment to CROWN within thirty (30) days after such demand,
CROWN shall have the right to deduct the costs of the repairs from the
succeeding monthly rental amounts normally due from CROWN to BANM.
No materials may be used in the installation of the antennas or
transmission lines that will cause corrosion or rust or deterioration of the
tower structure or its appurtenances.
Each antenna must be identified by color coding or a metal tag fastened
securely to its bracket on the tower and each transmission line is to be tagged
at the conduit opening where it enters the equipment building.
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CROWN shall comply with all specifications with regard to construction,
radio frequency and installation on BANM's tower as outlined in Exhibit "D" to
the Master attached hereto and made a part hereof.
If CROWN causes damage to the tower, CROWN agrees to repair such damage
with reasonable promptness at its own cost and expense.
9. CROWN for itself and on behalf of all of its tenants, licensees and/or
users agree(s) to have installed transmitting and receiving equipment of the
type and frequency which will not cause measurable interference as defined by
the F.C.C. to BANM, other lessees of the premises or neighboring landowners. In
the event CROWN's equipment causes such interference, CROWN will take all steps
necessary to correct and eliminate the interference. BANM agrees that any of its
future tenants of the premises who take possession after the date of execution
of any supplement will have installed transmitting and receiving equipment of
the type and frequency which will not cause measurable interference as defined
by the F.C.C. In the event any equipment of future tenant of BANM causes
interference, BANM will see that said tenant takes all steps necessary to
correct and eliminate the interference and tenant ceases operation until said
interference is eliminated.
10. CROWN agrees to maintain the antennas, transmission lines and other
appurtenances, in proper operating condition and maintain same as to appearance
and safety.
11. All installations and operation in connection with this Agreement by
CROWN shall meet with all applicable rules and regulations of the Federal
Communications Commission, Federal Aviation Agency and all applicable codes and
regulations of the township, county and state concerned. Under this Agreement,
BANM assumes no responsibility for the licensing, operation, and/or maintenance
of CROWN's radio equipment.
12. CROWN shall indemnify and hold BANM and all subsidiary companies and
affiliates harmless against any claim of liability or loss from bodily injury
and/or property damage resulting from or arising out of CROWN's and/or any of
its subcontractors', tenants', servants', agent's or invitees' use or occupancy
of the Property excepting, however, such claims or damages as may be due to or
caused by the acts of BANM, or its servants, agents or invitees. CROWN, its
tenants and subcontractors shall provide BANM with a Certificate of Insurance
evidencing the required insurance coverage as indicated in Section 13 below and
as outlined on Exhibits "G-l" and "G-2" to the Master attached hereto. Said
insurance certificates shall show BANM and all subsidiary companies and
affiliates of BANM as additional insured.
13. CROWN shall maintain Commercial General Liability insurance in an
amount no less than $1,000,000 per occurrence Combined Single Limit for bodily
injury and/or property damage and $2,000,000 in the Aggregate. Umbrella
Liability in an amount no less than $10,000,000.00 per occurrence and
$10,000,000 in the aggregate. Coverage will include but not be limited to the
following extensions: contractual liability, independent contractors liability,
premises/operation and products/completed operations. CROWN shall maintain
automobile liability insurance in an amount no less than $1,000,000.00 Combined
Single Limit for bodily injury and/or property damage. Insurance will include
coverage for all automobiles including hired and non-owned.
CROWN shall maintain Statutory Worker's Compensation insurance and
Employer's Liability in an amount no less than $1,000,000.00 per occurrence.
CROWN will carry All-Risk Property Insurance on a Full Replacement Cost
basis to insure all of its personal property including equipment and tools.
At execution of this Agreement, CROWN will provide BANM with Certificates
of Insurance evidencing the above referenced coverages. The Certificate will
state that BANM and all subsidiary companies and affiliates are added as
additional insured on the General Liability, Umbrella Liability and Automobile
Liability policies.
5
CROWN shall require all of its tenants and subcontractors to maintain similar
coverage which shall also name the required entities as additional insured. All
policies shall be endorsed to be primary. BANM must be given thirty (30) days
notice of cancellation and/or material change to the policy. CROWN shall
assume responsibility for such notification being given to BANM.
All insurers will be Best Rated AA or better.
The Parties hereby waive any and all rights of action for negligence
against the other which may hereafter arise on account of damages to the
premises or Property, resulting from any fire, or other casualty of the kind
covered by standard fire insurance policies regardless of whether or not, or in
what amounts such insurance is now or hereafter carried by the Parties, or
either of them. CROWN shall obtain a Waiver of Subrogation from its insurance
company in which the insurance company also waives its rights to recover.
14. CROWN shall pay as additional rent any increase in real estate taxes
levied against the leased Property which are directly attributable to the
improvements constructed or installed by CROWN.
15. BANM and CROWN acknowledge that they will be entering into one other
"Master Tower Lease Agreement" in which BANM herein is Lessee therein and CROWN
herein is Lessor therein, which will be executed contemporaneously with this
Agreement. The Parties agree that any default or breach of anyother such
Agreement shall be considered a default or breach of this Agreement. In the
event of a material default or breach of this Agreement, the other Party may, in
addition to any other remedies available at law or in equity, declare both
"Master Tower Lease Agreements" null and void. However, neither Party shall
have the right to declare a default or breach on the part of the other Party or
to terminate or declare null and void the Master Tower Lease Agreements until
the alleged defaulting Party has had an opportunity to cure as hereinafter set
forth. The non-defaulting Party shall provide to the other Party notice setting
forth the nature and extent of the default. In the event of a monetary
default, the default must be cured within ten (10) days after notice of the
same. In the event of a non-monetary default, the defaulting Party shall have
thirty (30) days to cure the same, or such extended period as may be required to
cure such default provided the defaulting Party commences the cure within the
said thirty (30) days period and thereafter continuously and diligently pursues
the cure to completion.
16. CROWN, upon termination of the Agreement, or the applicable
supplement, shall, within a reasonable period, remove its equipment, personal
property and all fixtures and restore the Property to its original condition,
reasonable wear and tear excepted. If such time for removal causes CROWN to
remain on the Property after termination of this Agreement, CROWN shall pay rent
at the then existing monthly rate or on the then existing monthly pro-rata basis
if based upon a longer payment term, until such time as the removal of the
equipment, personal property and all fixtures are completed.
17. Should BANM at any time during the term of any supplement, decide to
sell all or any part of the Property to a purchaser other than CROWN, such sale
shall be under and subject to this Agreement and any such applicable supplement
and CROWN's rights hereunder, and any sale by BANM of the portion of this
Property underlying the right-of-way herein granted shall be under and subject
to the right of CROWN in and to such right-of-way.
Should BANM decide to vacate any property, BANM shall notify CROWN sixty
(60) days prior to such vacation. In the event BANM decides to sell any
property, CROWN shall have the right of first refusal to meet any bona fide
offer of sale on the same terms and conditions of such offer. If CROWN fails to
meet such bona fide offer within from forty five (45) days after notice thereof
from BANM, BANM may sell the property or portion thereof to such third person in
accordance with the terms and conditions of this offer.
6
18. BANM covenants that CROWN, on paying the rent and performing the
covenants shall peaceably and quietly have, hold and enjoy the leased Property.
19. BANM covenants that BANM is seized of good and sufficient interest to
the Property and has full authority to enter into and execute this Agreement.
BANM further covenants that there are no other liens, judgments or impediments
affecting its interest in the Property. BANM further covenants that there are no
easements, rights-of-ways or restrictions which encroach upon the Property
which is leased under this Agreement and which interfere with CROWN's use of the
Property as contemplated under this Agreement.
20. It is agreed and understood that this Agreement and all supplements to
it contain all the agreements, promises and understandings between BANM and
CROWN and that no verbal or oral agreements, promises or understandings shall be
binding upon either BANM or CROWN in any dispute, controversy or proceeding at
law, and any addition, variation or modification to this Agreement shall be void
and ineffective unless made in writing signed by the Parties.
21. This Agreement and the performance thereof shall be governed,
interpreted, construed and regulated by the laws of the state of the location of
the Property indicated in the supplement.
22. This Agreement may be sold, assigned or transferred by CROWN without
any prior approval or consent of BANM to CROWN's affiliates or subsidiaries. As
to other parties, this Agreement may not be sold, assigned or transferred
without the written consent of BANM which such consent will not be unreasonably
withheld.
Within the areas to which this Agreement is applicable as outlined in
Exhibit "E" to the Master, CROWN shall have the exclusive right to sublet all
or part of the Property subject to the approval of BANM which approval will not
be unreasonably withheld or delayed and subject to a different standard of
approval and limitation on subletting as set forth in the next paragraph.
However, notwithstanding the foregoing, BANM shall have the right to directly
sublet to AT&T Wireless, Horizon Cellular Telephone Company of Xxxxxxxx, X.X.,
emergency service providers as selected by BANM and to any entity owned,
controlled or managed by Xxxx Atlantic or NYNEX Corporations or any of their
affiliates or subsidiaries.
The Parties further agree and acknowledge that CROWN may not sublet
without BANM's prior written consent which consent shall be in the absolute
discretion of BANM, any or all of the Property to any competitor of BANM
providing cellular or communications carrier services or to any competitor of
BANM providing personal communications services. Further, CROWN may not sublet
to any entity, owned, controlled or managed by Xxxx Atlantic or NYNEX
Corporations or any of their affiliates or subsidiaries. Additionally, if BANM
has in place a master agreement dealing with non-monetary terms and conditions
with any third party, CROWN shall be obligated to use said master agreement in
subletting to any such third party.
For purposes of this Section, an affiliate or subsidiary of Xxxx Atlantic
or NYNEX Corporations shall be deemed to be entity in which either corporation
directly or indirectly has an ownership, equity or management position of at
least two and one-half percent (2-1/2%). With respect to CROWN, an affiliate or
subsidiary is an entity in which CROWN owns more than fifty percent (50%)
23. All notices hereunder must be in writing and shall be deemed validly
given if sent by certified mail, return receipt requested, addressed as follows
(or any other address that the Party to be notified may have designated to the
sender by like notice):
As to BANM: Xxxx Atlantic NYNEX Mobile
000 Xxxxxxxxxx Xxxxxx Xxxx
Xxxxxxxxxx, Xxx Xxxxxx 00000
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Attention: Staff Director - Real Estate
As to CROWN: Xxxxxx Crown
Crown Communications
Penn Center Xxxx XXX
Xxxxxxxx #0, Xxxxx 000
Xxxxxxxxxx, XX 00000
24. This Agreement shall extend to and bind the heirs, personal
representatives, successors and assignees of the Parties hereto. The Parties
further agree that all of the provisions in this Agreement shall affect and bind
any and all tenants or occupants of the Property who come upon the same through
or by agreement with either Party. Each Party shall be fully responsible to
ensure that any and all tenants or occupants of the Property who come upon the
same through or by agreement with that Party comply with all of the terms and
provisions of this Agreement and such Party shall be fully liable and
responsible for any breaches of this Agreement by its tenants or occupants.
25. The Parties acknowledge that BANM's rights in the Property may be
derived from a separate agreement with a third party hereinafter referred to as
a "Prime Lease Agreement" in which BANM herein is lessee, grantee or licensee
therein. If this is the case, the parties to such Prime Lease Agreement and the
date of such Prime Lease Agreement shall be designated in the particular
supplement, and a copy of said Prime Lease shall be attached as Exhibit " B" to
the Supplement, and the following provisions shall be applicable. In the event
approval of the prime lessor, grantor or licensor is required in the Prime Lease
Agreement, the effectiveness of any supplement concerning such property shall be
specifically subject to the obtaining of such approval. Further, all the terms,
conditions and covenants contained in this Agreement and any supplement shall be
specifically subject to and subordinate to the terms and conditions of any Prime
Lease Agreement affecting the Property which is the subject of the particular
supplement. In the event any of the provisions of the Prime Lease Agreement
supersede or contradict the terms of this Agreement, such terms of this
Agreement shall be deemed deleted or superseded to the extent of the
contradiction as applicable to the space utilized by CROWN. Further, CROWN
agrees to be bound by and agrees to perform all the acts and responsibilities
required of the lessee pursuant to the Prime Lease Agreement. Lastly, in the
event the Prime Lease Agreement terminates for any reason, the supplement
relating to the Property covered by said Prime Lease Agreement, shall be deemed
to have terminated effective the date of the termination of the Prime Lease
Agreement.
26. Notwithstanding anything to the contrary contained herein, BANM may
terminate any supplement upon three (3) months notice to CROWN in the event the
continuation of that supplement is prohibited by, interferes with or will
negatively impact BANM as a result of governmental regulation, approval or
legislation.
In the event any previously approved zoning or Governmental permit
affecting the use of the property as a communications facility is withdrawn or
terminated, the supplement relating to the property covered by said permit or
approval shall be deemed to have been terminated effective the date of the
termination of the permit or approval.
27. This Agreement revokes and supersedes any other oral or written
agreements between the Parties, whether or not in writing, that pertain to the
subject matter described herein.
28. The Parties agrees that without the express written consent of the
other Party, neither Party shall reveal, disclose or promulgate, except to such
third party's auditor, accountant or attorney or to a governmental agency if
required by regulation, subpoena or government order to do so.
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29. For those properties that BANM owns, BANM agrees to execute a
Memorandum of this Lease Agreement which CROWN may record with the appropriate
Recording Officer. The date set forth in the Memorandum of Lease is for
recording purposes only and bears no reference to commencement of either term or
rent payments of a particular supplement.
30. CROWN agrees that CROWN will use its best efforts to market BANM's
sites covered by this Agreement for the mutual benefit of CROWN and BANM.
31. Any obligations imposed on CROWN in this Agreement shall be equally
and fully applicable to any tenants, subcontractors or other third parties that
CROWN brings onto BANM's property or comes upon BANM's property through or
under the authority of CROWN.
Any breach by such tenants, subcontractors or other third parties shall be
deemed a breach by CROWN under this Agreement and CROWN shall be fully liable
and responsible to BANM pursuant to the terms of this Agreement for such
breach.
32. CROWN shall have the right to obtain from the prime lessor at its
own cost and expense, a non-disturbance agreement with respect to any
mortgages affecting the Property. However, BANM shall have no obligation to
obtain or assist in obtaining the non-disturbance in benefit of CROWN. In the
event CROWN obtains financing with respect to CROWN's equipment or personal
property at a site, BANM hereby waives any claim that it might have in such
equipment or personal property superior to the proposed lender or financing
institution. BANM agrees to execute any document reasonably necessary to
evidence such waiver.
IN WITNESS WHEREOF, the Parties hereto have set their hands and affixed
their respective seals the day and year first above written.
CELLCO PARTNERSHIP
by Xxxx Atlantic NYNEX Mobile, Inc.
its managing general partner
[SIGNATURE ILLEGIBLE] BY: /s/ Xxxxxxx X. Xxxxx
---------------------- ----------------------
WITNESS Xxxxxxx X. Xxxxx
Executive Vice President and
Chief Technical Officer
Pittsburgh SMSA, L.P.
by Cellco Partnership, its managing general partner
by Xxxx Atlantic NYNEX Mobile, Inc., its managing
general partner
[SIGNATURE ILLEGIBLE] BY: /s/ Xxxxxxx X. Xxxxx
---------------------- ----------------------
WITNESS Xxxxxxx X. Xxxxx
Executive Vice President and
Chief Technical Officer
SIGNATURES CONTINUED ON NEXT PAGE
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Pennsylvania RSA No. 6 (II), L.P.
by Cellco Partnership, its managing general partner.
,
by Xxxx Atlantic NYNEX Mobile, Inc., its managing
general partner
[SIGNATURE ILLEGIBLE] BY: /s/ Xxxxxxx X. Xxxxx
---------------------- ----------------------
WITNESS Xxxxxxx X. Xxxxx
Executive Vice President and
Chief Technical Officer
Xxxxxx X. Crown.
d/b/a CROWN COMMUNICATIONS
[SIGNATURE ILLEGIBLE] BY: /s/ Xxxxxx X. Crown
---------------------- ----------------------
WITNESS Xxxxxx X. Crown
10
Exhibit "A" to the Master
(1 of 2)
MASTER TOWER LEASE SUPPLEMENT
This Master Tower Lease Supplement ("Lease Supplement") is made and
entered into as of this _______________ day of _______________, 199_, by and
between ____________________________________ d/b/a Xxxx Atlantic NYNEX Mobile,
hereinafter designated as "BANM" and Xxxxxx X. Crown, d/b/a CROWN
COMMUNICATIONS, hereinafter designated as "CROWN", pursuant and subject to that
certain Master Tower Lease Agreement (the "Master Agreement") by and between the
Parties hereto, dated as of December __, 1995. All capitalized terms have the
meanings described to them in the Master Agreement.
1. The Parcel shall consist of that certain parcel of property, located
in the City of _____________, the County of ____________________, and the State
of _________________, more particularly described as a _________' by __________'
parcel containing approximately ___________ square feet situated at __________
_________________________________ (add legal description), together with the
non-exclusive right for ingress and egress, seven (7) days a week twenty-four
(24) hours a day, on foot or motor vehicle, including trucks, and for the
installation and maintenance of utility wires, poles, cables, conduits, and
pipes over, under, or along a __________ ( ') foot wide right-of-way
extending from the nearest public right-of-way, _____________________ to the
demised premises, said premises and right-of-way for access being substantially
as described herein in Exhibit "A" to the Supplement attached hereto and made a
part hereof.
2. CROWN's antenna(s) shall consist of _________ antennas, each
described in terms of type, size, frequency, effective radiated power, and
height on the tower outlined as follows:
Manufacturer and type-number: ______
______
______
Number of antennas: ______
Weight and dimension of antenna(s) (LxWxD): ______
Transmission line mfr. & type no.: ______
Diameter and length/transmission line: ______
Height of antenna(s) on tower: ______
Direction of radiation: ______
Equipment building/floor space dimensions: ______
3. The first (1st) annual rental payment due and payable by CROWN to
BANM is $___________ per year, payable in accordance with the Master Agreement.
Any future rent adjustments shall be calculated in accordance with Exhibit "F"
of the Master Agreement.
4. The Commencement Date of this Supplement shall be as outlined in
Paragraph 3 of the Master Agreement except if another commencement date applies,
in which event it is specified as _________________, 19 .
5. The Parties acknowledge that BANM's rights in the property derive
from a certain Lease Agreement dated ______________________ between BANM herein
and ________________________ hereinafter referred to as the "Prime Lease" and
attached hereto as Exhibit "B" to the Supplement. BANM shall not terminate the
Prime Lease prior to the expiration of its term or any subsequent extension
terms without the express written consent of CROWN. In the event BANM receives
any written notice of failure to pay or failure to perform any covenant,
agreement or obligation, BANM shall notify CROWN of such notice as soon as the
notice is received.
11
Exhibit "A"to the Master
(2 of 2)
by BANM pursuant to the terms of the Prime Lease and CROWN may take any such
actions to cure any such failure if
BANM fails to cure the same within sixty (60) days. CROWN shall be under no
obligation to take such action but may do so solely at its own discretion. In
the event CROWN pays any amount or performs any obligations on behalf of BANM
pursuant to the terms of the Prime Lease, CROWN may deduct such amounts paid or
the reasonable value of the performance from the amount that would otherwise be
due from CROWN to BANM pursuant to this Agreement.
IN WITNESS WHEREOF, the Parties hereto have set their hands and affixed
their respective seals the day and year first above written.
__________________________
CELLCO PARTNERSHIP
by Xxxx Atlantic NYNEX Mobile, Inc.
its managing general partner
__________________________ BY: __________________________
WITNESS Xxxxxxx X. Xxxxx
Executive Vice President and
Chief Technical Officer
Xxxxxx X. Crown,
d/b/a CROWN COMMUNICATIONS
__________________________ BY: __________________________
WITNESS Xxxxxx X. Crown
12
EXHIBIT "A" to the Supplement
Property Description
13
EXHIBIT "B" to the Supplement
PRIME LEASE AGREEMENT
14
Exhibit "B" to the Master
CURRENT PROPERTIES LEASED BY BANM TO CROWN
SITE SITE DESIGNATION TENANT
---- ---------------- ------
PIT BZZ (Mc Xxxxxx) 32 Pagenet
USA Mobile
PIT C (Xxxxx) 11 Pagenet
PIT JVV (Plum) 14 Pagenet
Winstar
PIT L (Hampton) 4 Pagenet
PIT L94A (West Deer) 85 Pagenet
PIT R (Aliquippa) 33 Pagenet
PIT V (Vandergrift) 92 Xxxxxxxxx County 9-1-1
PIT XY (New Xxxxxxx) 52 Pagenet
GRE D (Waynesburg) 80 American Paging
15
EXHIBIT "C" to the Master
Date Received: ________
Page 1 of 3
XXXX ATLANTIC NYNEX MOBILE
TOWER SITE LEASING
APPLICANT FORM
I. GENERAL INSTRUCTIONS
Please fill out the appropriate information and attach your check for the
non-recurring fee and return to:
Xxxx Xxxxxxxxx with a copy to: Xxxxx Xxxxxx-Mikes
Xxxx Atlantic NYNEX Mobile Xxxx Atlantic NYNEX Mobile
Pittsburgh, PA fax (000) 000-0000
fax (000) 000-0000
II. COMPANY INFORMATION
Company Name: _________________________________
Address: _________________________________
_________________________________
Contact Name: _________________________________
Contact Title: _________________________________
Contact Reach Number: _________________________________
Brief description of purpose of system: _________________________________
_________________________________
Contract to be executed by: _________________________________
III. BANM SITE OF INTEREST
Street Address: _________________________________
Town, State: _________________________________
Latitude: _________________________________
Longitude: _________________________________
================================================================================
(INTERNAL USE ONLY)
Site Designation: _____________________________
Tower Height/Type: _____________________________
Building Size: _____________________________
Tenants: _____________________________
Page 2 of 3
16
IV. NON-RECURRING FEES
One-Time Non-Recurring Fee:
Payable to: ______________________________
(ATTACH CHECK TO APPLICATION)
The above fee is a one-time non-recurring and non-refundable
processing fee. The payment of and the acceptance of this
processing fee do not constitute any express or implied
approval of this application. Whether the application is
approved or not, the processing fee shall not be
returned or refunded in whole or in part.
V. ANTENNA INFORMATION
Manufacturer and Type: ________________________________
Number of Antennas: ________________________________
Weight and Height of Antenna(s): ________________________________
Transmission Line Mfr. and Type No. ________________________________
" "
Diameter and Length of Transmission Line: ________ X ________
Height of Antenna(s) on Tower: ________________________________
Tower Leg: ________________________________
Direction of Radiation: ________________________________
Rated Power ________ Xxxxx ERP
Transmit Frequency: ________ MHz
Receive Frequency: ________ MHz
VI. BASE STATION EQUIPMENT
Manufacturer: ________________________________
Model Number: ________________________________
Power Outputs (XXXXX): _________________________________
17
Page 3 of 3
VII. TRANSMITTER INTERMOD PROTECTION
Ferrite Isolator Mfr: Model:
_____________ _____________
Isolation (db): _____________ _____________
_____________ _____________
Duplexor Mfr: Model:
Frequencies (MHz): _____________ _____________
_____________ _____________
_____________ _____________
Multi Channel Combiner Mfr: Model:
_____________ _____________
_____________ _____________
_____________ _____________
Model:
Band Pass Cavity Mfr: _____________ _____________
Number of Cavities: _____________ _____________
Frequency (MHz): _____________ _____________
_____________ _____________
Band Pass Filter Mfr: Model:
Frequency Range (MHz): _____________ _____________
_____________ _____________
_____________ _____________
Notch Filters Mfg.: Model:
_____________ _____________
Number of Notches: Frequency Range (MHz):
___________ ___________
VIII. LAND/BUILDING/POWER REQUIREMENTS
Building/Shelter Size: ________________________
Building/Shelter Type: ________________________
Required AC Power ________________________
IX. ATTACH MANUFACTURER'S SPECIFICATIONS OF ANTENNAS, EQUIPMENT AND SHELTER.
THIS APPLICATION IS SUBJECT TO XXXX ATLANTIC NYNEX MOBILE
ENGINEERING APPROVAL AND MAY ALSO
BE SUBJECT TO LOCAL ZONING OR CONSTRUCTION
APPROVAL WHICH MAY REQUIRE LANDOWNER CONSENT
18
Exhibit "D" to the Master
Revision: 4/6/95
SITE STANDARDS
--------------
1. GENERAL
A. PURPOSE
The purpose of these Site Standards is to create a quality site installation.
These standards are to be in effect for each site at which CROWN has equipment
in, on or at the site and at which CROWN has a right to occupy pursuant to the
lease to which this document is an attachment.
B. STATE AND NATIONAL STANDARDS
1. All installations must conform with all state and national regulations and
the following state and national codes or any supplements, amendments or
provisions which supersede them:
a. American National Standards Institute:
ANSI/EAI-222E Structural Standards for Steel Antenna Towers and
Antenna Supporting Structures
b. Federal Aviation Administration Regulations:
Vol. XI, Part 77 Objects Affecting Navigable Airspace
Advisory Circular Obstruction Marking and Lighting AC 70/7460
Advisory Circular High Intensity Obstruction Lighting Systems AC
150/5345-43,
FAA/DOD Specifications L-856
c. Federal Communications Commission Rules and Regulations:
Code of Federal Construction, Marking and Lighting of Antenna
Regulations Title 47 Structures Chapter 1, Part 17
d. National Electrical Code
e. Building Officials and Code Administrators International, Inc.
Basic National Building Code
Basic National Mechanical Code
State Building Code
f. National Fire Protection Association
Code 101 - Life Safety
Code 90A - Air Conditioning and Ventilating Systems
Code 110 - Emergency and Standby Power Systems
g. State Fire Safety Code
h. Occupational Safety and Health Administration
Safety and Health Standards (29 CFR 1910) General Industry
Subpart R Special Industries
1910.268 Telecommunications
1926.510Subpart M Fall Prevention
i. Motorola Grounding Guideline for Cellular Radio Installations,
Document No. 68P81150E62,7/23/92 OR AT&T
AUTOPLEX (R) Cellular Telecommunications Systems, Lightning
Protection and Grounding, Customer Information Bulletin
148B, August 1990, or latest revision.
C. GENERAL/APPROVAL
1. All users shall furnish the following to BANM prior to installation of any
equipment:
a. Completed Application. (CROWN must make new Application to BANM for
change in Antenna position or type.)
b. Fully executed supplement.
c. Copies of FCC Licenses and construction/building permits.
d. Final site plan outlining property boundaries, improvements, easements
and access.
e. Accurate block diagrams showing operating frequencies, all system
components (active or passive) with gains and losses in dB, along
with power levels.
2. The following will not be permitted at the facility without the prior
written consent of BANM.
a. Any equipment without FCC type acceptance or equipment which does not
conform to FCC rules and regulations.
b. Add-on power amplifiers.
19
c. "Hybrid" equipment with different manufacturers' RF strips.
d. Open rack mounted receivers and transmitters.
e. Equipment with crystal oscillator modules which have not been
temperature compensated.
f. Digital/analog hybriding in exciters, unless type-accepted.
g. Non-continuous duty rated transmitters used in continuous duty
applications.
h. Transmitter outputs without a harmonic filter and antenna
matching circuitry.
i. Change in operating frequency(ies).
j. Ferrite devices looking directly at an antenna.
k. Nickel plated connectors.
l. Cascaded receiver multicouplers/preamps.
3. All emergencies are to be reported immediately to 0-000-000-0000.
D. LIABILITY
It shall be the responsibility of CROWN to comply with all of the site standards
set forth herein. CROWN specifically agrees to indemnify and hold harmless BANM
against any claim of liability, loss, damage or costs including reasonable
attorney's fees, arising out of or resulting from CROWN's non-compliance with
the standards set forth herein.
E. INSPECTION
BANM reserves the right to inspect CROWN's area without prior notice at any time
during the term of the Lease Agreement in order to ensure compliance with the
standards set forth herein. Any such inspection shall be solely for the benefit
and use of BANM and does not constitute any approval of or acquiescence to the
conditions that might be revealed during the course of the inspection.
BANM reserves the right to inspect BANM's area without prior notice.
F. DISCLAIMER OF RESPONSIBILITY
It is the intention of BANM and CROWN that the standards set forth herein are
part of the Agreement between them. It is specifically agreed that they are not
intended to be relied upon or to benefit any third party. Further, BANM shall
have no liability or responsibility to any third party as a result of the
establishment of the standards set forth herein, any inspection by BANM of
CROWN's area in order to determine compliance with the standards, the
sufficiency or lack of sufficiency of the standards, or CROWN's compliance or
non-compliance with the standards, and CROWN agrees to indemnify and hold
harmless BANM against any claim by a third party resulting from such theories.
G. NOTICES
All contacts or notices required or permitted by the CROWN pursuant to these
Site Standards shall be provided in writing to BANM's Director - Operations or
his or her designee and any approval or consent by the BANM shall only be
effective if executed in writing by the BANM's Director - Operations or his or
her designee.
II. RADIO FREQUENCY INTERFERENCE PROTECTIVE DEVICES
A. If due to CROWN's use or proposed use, there exists any change to the RF
environment it will be at BANM's sole discretion to require any or all of
the following:
1. IM protection panels can be installed in lieu of separate cavity and
isolator configurations. BANM approval required.
2. 30-76 Mhz
- Isolators required
- TX output cavity - minimum of 20 Db rejection @ plus or minus 5 Mhz
3. 130-174 Mhz
- Isolators - minimum of 30 Db with bandpass cavity
4. 406-512 Mhz
- Isolators - minimum of 60 Db with bandpass cavity
5. 806-866 Mhz
- Isolators - minimum of 60 Db with bandpass cavity
6. 866 Mhz and above - as determined by BANM.
B. Additional protective devices may be required based upon BANM's evaluation
of the following information:
1. Theoretical Transmitter (TX) mixes.
2. Antenna location and type
3. Combiner/multicoupler configurations
20
4. Transmitter specifications
5. Receiver specifications
6. Historical problems
7. Transmitter to transmitter isolation
8. Transmitter to antenna isolation
9. Transmitter to receiver isolation
10. Calculated and measured level of Intermodulative (IM) products
11. Transmitter output power
12. Transmitter Effective Radiated Power (ERP)
13. Spectrum analyzer measurements
14. Voltage Standing Wave Radio (VSWR) measurements
15. Existing cavity selectivity
C. CROWN will be required to immediately correct excessive cabinet leakage
which causes interference to other tenants.
III. ANTENNAS AND ANTENNA MOUNTS
A. All mounting hardware to be utilized by CROWN to be as specified by tower
manufacturer and approved by BANM.
B. Connections to be taped with stretch vinyl tape (Scotch #33-T or
equivalent) and Scotchkoted or equivalent (including booted pigtails).
C. Must meet manufacturer's VSWR specifications.
D. Any corroded elements must be repaired or replaced.
E. Must be DC grounded type, or have the appropriate lightning protection as
determined by BANM.
F. No welding or drilling on mounts will be permitted.
G. All antennas must be encased in fiberglass radomes and be painted or
impregnated with a color designated by BANM as the standard antenna color
for aesthetic uniformity.
IV. CABLE
A. All antenna lines to be approved by BANM.
B. All transmission line(s) will be installed and maintained to avoid kinking
and/or cracking.
C. Tagged with weatherproof labels showing manufacturer, model, and owner's
name at both ends of cable run.
D. Any cable fasteners exposed to weather must be stainless steel.
E. All interconnecting cables/jumpers must have shielded outer conductor and
approved by BANM.
F. Internally, all cable must be run in troughs or on cable trays and on cable
or waveguide bridges at intervals of no less than 3'. Externally, all cable
must be attached with stainless steel hangers and non-corrosive hardware.
G. All unused lines must be tagged at both ends showing termination points
with the appropriate impedance termination at each end.
H. All AC line cords must be 3 conductor with grounding plugs.
I. All antenna transmission lines shall be grounded at both the antenna and
equipment ends and at building entry point, with
the appropriate grounding kits.
J. All cables running to and from the exterior of the cabinet must be 100%
ground shielded. Preferred cables are: Heliax, Superflex or braided grounds
with foil wrap.
V. CONNECTORS
A. Must be Teflon filled, UHF or N type, including chassis/bulkhead
connectors.
B. Must be properly fabricated (soldered if applicable) if field installed.
C. Must be taped and Scotchkoted or equivalent at least 4" onto jacket if
exposed to weather.
D. Male pins must be of proper length according to manufacturer's
specifications.
E. Female contacts may not be spread.
F. Connectors must be pliers tight as opposed to hand tight.
G. Must be silver plated or brass.
H. Must be electrically and mechanically equivalent to Original Equipment
Manufacturers (OEM) connectors.
VI. RECEIVERS
A. No RF preamps permitted in front end unless authorized by BANM.
B. All RF shielding must be in place.
C. VHF frequencies and higher must use helical resonator front ends.
21
D. Must meet manufacturer's specifications, particularly with regard to
bandwidth, discriminator, swing and symmetry, and spurious responses.
E. Crystal filters/pre-selectors/cavities must be installed in RX legs
where appropriate.
F. All repeater tone squelch circuitry must use "AND" logic.
VII. TRANSMITTERS
A. Must meet original manufacturer's specifications.
B. All RF shielding must be in place.
C. Must have a visual indicator of transmitter operation.
D. Must be tagged with CROWN's name, equipment model number, serial number,
and operating frequency(ies).
E. All low-level, pre-driver and driver stages in exciter must be shielded.
F. All power amplifiers must be shielded.
G. Output power may not exceed that specified on CROWN's FCC License.
VIII. COMBINERS/MULTICOUPLERS
A. Shall at all times meet manufacturer's specifications.
B. Must be tuned using manufacturer approval procedures.
C. Must provide a minimum of 60 Db transmitter to transmitter isolation.
IX. CABINETS
A. All cabinets must be bonded together and to the equipment building ground
system.
B. All doors must be secured.
C. All non-original holes larger than 1" must be covered with copper screen
or solid metal plates.
D. Current license for all operating frequencies should be mounted on the
cabinet exterior for display at all times.
X. INSTALLATION PROCEDURES
A. Any tower work must be scheduled with BANM using only BANM approved
contractors at least 48 hours in advance of site work. CROWN will be
responsible for any and all fees associated with said work.
B. Installation may take place only after BANM has been notified of the date
and time in writing, and only during normal working hours unless otherwise
authorized beforehand.
C. Equipment may not be operated until final inspection of installation by
BANM, which shall not be unreasonably withheld.
D. Any testing periods are to be approved in advance by BANM and within the
parameters as defined by BANM.
XI. MAINTENANCE/TUNING PROCEDURES
A. All external indicator lamps/LED's must be working.
B. Equipment parameters must meet manufacturer's specifications.
C. All cover, shield and rack fasteners must be in place and securely
tightened.
D. Local speakers and/or orderwire systems must be turned off except during
service, testing or other maintenance operations.
XII. INTERFERENCE DIAGNOSTIC PROCEDURES
The CROWN must cooperate immediately with BANM when called upon to
investigate a source of interference, whether or not it can be
conclusively proven that CROWN's equipment is involved.
XIII. TOWER
This section deals with items which are to be mounted on, attached to
or affixed to the tower.
A. ICE XXXXXXX
At BANM's sole discretion, protective ice xxxxxxx may be required and
manufacturer of ice shield will be determined by BANM.
B. CLIMBING BOLTS AND LADDERS
All attachments made to the tower shall be made in such a manner as not to
cause any safety hazard to other users or cause any restriction of
movement on, or to any climbing ladders, leg step bolts or safety cables
provided.
C. BRIDGE
1. Installation of a cable bridge shall be at BANM's sole discretion and
with BANM's approval.
22
2. If required, and in accordance with the manufacturer's recommendations
for the spacing of supports on horizontal runs for the particular type
of cable or waveguide, the cable or waveguide shall be secured to the
brackets on the bridge using clamps and hardware specifically
manufactured for that purpose.
3. No cable or waveguide run shall be clamped, tied or in any way affixed to
a run belonging to BANM or any other licensee/lessee.
D. CABLE LADDER AND WAVEGUIDE
1. CROWN shall install a ladder for the vertical routing of cable and
waveguide. From the horizontal to vertical transition at the point where
the bridge meets the tower to the point at which the cable or waveguide
must leave the bridge to route to the antenna, all cable and waveguide is
to be attached to the ladder in accordance with the recommendations of the
manufacturer of the cable or waveguide.
2. No cable or waveguide run shall be clamped, tied or any way affixed to a
run belonging to BANM or any other licensee/lessee.
E. DISTRIBUTION RUNS
1. Cable or waveguide runs from the cable ladder to the point at which they
connect to the antenna shall be routed alone tower members in a manner
producing a neat and professional site appearance.
2. Cable and/or waveguide runs shall be specifically routed so as not to
impede the safe use of the tower leg or climbing bolts, or to restrict the
access of BANM or any other licensee/lessee.
3. Distribution runs shall be clamped to the tower in accordance with the
recommendations of the manufacturer of the cable or waveguide.
4. No cable or waveguide run shall be clamped, tied or in any way affixed
to a run belonging to BANM or any other licensee/lessee.
F. LENGTHS
1. Cable and/or waveguide runs shall not be longer than necessary to
provide a proper connection and normal maintenance and operation.
2. No coiled lengths shall be permitted on the tower, bridge or on the
ground.
G. ENTRY
1. Entry of the cable or waveguide to the interior of the shelter shall be
via ports provided in the shelter wall.
2. Cable and/or waveguide entering a port shall be provided with a boot to
seal the port; the boot shall be a Microflect or equivalent commercial
product made specifically for the type of cable or waveguide and for
diameter of the entry port, and approved by BANM before installation. It
shall be installed in accordance with the instructions of the manufacturer
and the port shall be sealed against the intrusion of moisture.
XIV. EQUIPMENT LOCATED WITHIN BANM'S EQUIPMENT BUILDING
A. EQUIPMENT INSTALLATION REQUIREMENTS
1. Any mounting to walls either outside or inside BANM's building must be
pre-approved by BANM.
2. All racks and equipment are to be plumb and true with the walls and floor
of the shelter and reflect an installation consistent with the
electrical and operational requirements of the equipment and
appearance standards of a professional installation.
3. Racks are to be bolted to the floor and aligned on the center line as
in the site drawing provided to the BANM.
4. Racks are not to be attached to the cable trays.
B. TRANSMISSION LINES AND/OR WAVEGUIDE ROUTING
1. Cable trays and/or troughs are required within the shelter for the
routing of cable and waveguide to the equipment racks and termination
points.
2. All cable and waveguide shall be placed and secured to the cable tray.
C. LENGTHS
1. Cable and/or waveguide runs in the equipment shelter shall not be longer
than necessary in order to provide a proper connection.
2. While adequate slack for purposes of maintenance and operation is
permitted, no coiled lengths on the tray or elsewhere in the shelter are
permitted for normal maintenance and operation.
XV. GROUNDING
23
1. CROWN must adhere to other the Motorola or AT&T grounding specification
outlined above based on BANM's equipment at facility.
2. All exterior grounding shall be C.A.D. welding.
3. All antennas shall be bonded to the tower.
4. Cable and waveguide shall be grounded as a minimum at three specific
points, and for vertical runs in excess of 200 feet at intermediate
points.
5. All cable and waveguide shall be grounded to the tower at the point where
the run effectively breaks from the tower for its connection to the
antenna, using clamps and hardware specifically manufactured for that
purpose.
6. On the vertical portion of the cable or waveguide run, just above where
it starts to make its transition from a vertical tower to a horizontal
bridge run, all cable and waveguide shall be grounded to the tower using
clamps and hardware specifically manufactured for that purpose.
7. On the exterior of each shelter, at a point near the entry ports, a
grounding plate must be provided for terminating ground leads brought
from the cable and waveguide. Each cable and waveguide run shall be
grounded at this point using clamps and hardware specifically
manufactured for that purpose.
8. On cable and waveguide installations where the vertical tower length
exceeds 200 feet, the run shall be grounded at equally spaced
intermediate points along the length of the run so as not to have a
distance between grounding points longer than 100 feet.
9. Cable and waveguide grounding leads shall connect to a separate point for
each run to the common ground point.
10. Grounding straps shall be kept to a minimum length and as near as
possible to vertical down lead and shall be consistent with the
restraints of protective dress and access.
11. Grounding plates must be provided for single point access to the site
grounding system. Each rack shall have a proper sized, insulated ground
lead from the rack safety and signal grounds to one of the grounding
points on the ground plate.
12. The insulated ground lead shall follow the route of and be placed in the
cable tray.
13. Each rack shall be separately grounded.
14. All modifications to grounding system must meet BANM's impedance
specification.
XVI. ELECTRICAL
1. Power requirements must be approved, in advance by BANM.
2. Polarized electrical outlets should be installed for all transmitters
when possible.
3. Surge protection is required for all base stations.
XVII. ELECTRICAL DISTRIBUTION
All electrical wiring from the distribution breaker panel shall be via
rigid metal conduit, thin wall, routed along the underside of the cable
tray to a point directly above the equipment rack. From this point, CROWN
may select how to distribute to its equipment or rack.
XVIII. TEMPORARY LOADS
I. Test equipment, soldering irons or other equipment serving a test or
repair function may be used only if the total load connected to any
single dual receptacle does not exceed 15 amps.
2. Test equipment to be in place for more than seven (7) days will require
prior approval of the BANM.
XIX. HEATING, VENTILATING, AND AIR CONDITIONING
Any additional equipment or equipment upgrade having a greater heat
dissipation requirement than the existing system will be the
responsibility of CROWN and if different than specified in the
Application cannot be installed without the prior approval of the BANM.
XX. DOORS
Equipment building doors shall be kept closed at all times unless when
actually moving equipment in or out.
XXI. SITE APPEARANCE
1. Services to maintain the appearance and integrity of the site will be
provided by the BANM and will include scheduled cleaning of the shelter
interiors.
2. Each licensee/lessee is expected and required to remove from the site all
trash, dirt and other materials brought into the shelter, or onto the
site during their installation and maintenance efforts.
3. No food or drink is allowed within the equipment shelter.
4. No smoking is allowed on the tower site.
XXII. STORAGE
24
No parts or material may be stored on site by CROWN.
XXIII. DAMAGE
CROWN shall report to BANM any damage to any item of the facility,
structure, component or equipment, whether or not caused by CROWN.
XXIV. REPORTING ON SITE
1. Personnel on site shall be required to communicate with the Network
Operating Center by calling 0-000-000-0000 and report their arrival on
site, identify, purpose, expected and actual departure times.
2. Emergency 24 hour contact number(s) must be displayed on outside of
equipment cabinet/building.
25
Exhibit "E" to the Master
RESTRICTED COUNTIES WITHIN PITTSBURGH SUPERSYSTEM
PITTSBURGH MSA STEUBENVILLE MSA WEST VIRGINIA 6 PENNSYLVANIA 2
-------------- ---------------- --------------- --------------
Allegheny Xxxxxxx Xxxxx Xxxxxxx
Xxxxxx Xxxxxxxxx Xxxxxxx Elk
Washington Xxxxxx Xxxxx Mc Xxxx
Xxxxxxxxxxxx Xxxxxxx Mc Xxxxxx
Xxxxx
Wyoming
OHIO 7 WEST VIRGINIA 7 PENNSYLVANIA 6.2 OHIO 10
------ --------------- ---------------- -------
Guernsey Xxxxxxx Xxxxxxxxx Athens
Xxxxxxxx Greenbrier Xxxxxx Meigs
Xxxxxx Xxxxxx Xxxxxx
Xxxxx Xxxxxx Xxxxxx
Tuscarawas Xxxxxxx
Xxxxxxx
PENNSYLVANIA 7 ALTOONA MSA PENNSYLVANIA 9 JOHNSTOWN MSA
-------------- ----------- -------------- -------------
Clearfield Xxxxx Xxxxxxx Cambria
Indiana Xxxxxx Somerset
Jefferson
PENNSYLVANIA 11.2 CHARLESTON MSA XXXX XXXXXXXX 0 XXXXXXXXXX XXX
----------------- -------------- --------------- --------------
Huntingdon Kanawha Xxxxxxx Xxxx
Mifflin Xxxxxx Xxxxxxx Xxxxxx
Xxxxx Xxxxxxx
Xxxxx Xxxxxxxx
Xxxxxx
Wayne
WEST VIRGINIA 2 WHEELING MSA
--------------- ------------
Doddridge Belmont
Gilmer Xxxxxxxx
Xxxxx Ohio
Xxxxxxx
Xxxxx
Xxxxxx
26
EXHIBIT "F" to the Master
MASTER LEASE PRICING MATRIX
A. Antennas
--------
[*] (Tower mounted with one (1) associated coaxial cable per antenna).
[*] (To be mounted 50'or lower on tower or along ice bridge.)
Plastic satellite receive dish (4' diameter or less).
Mounted @ 50'or lower: [*]
Mounted @ 50'or above: Rate schedule below applies. May be permanently mounted
on CROWN's equipment shelter roof at no charge.
B. Microwave/Satellite Dish
------------------------
Size Monthly Rental Annual Rental
---- -------------- -------------
2' (incl. .75 meter) [*] [*]
4' [*] [*]
6' [*] [*]
8' [*] [*]
10' [*] [*]
Ground Mounted [*] [*]
C. Buildings/Equipment Shelters
----------------------------
Size Monthly Rental Annual Rental
---- -------------- -------------
Up to 360 sq. ft. [*] [*]
361 to 420 sq. ft. [*] [*]
421 to 560 sq. ft. [*] [*]
BANM must approve placement on site plan before installation by CROWN.
D. Internal Building/Shelter Space
-------------------------------
[*]/annually. BANM has the sole right to determine if space is available.
E. Temporary Installations (e.g. Generator Room)
--------------------------------------------
During the period of time when CROWN is acquiring local governmental approvals,
CROWN shall be allowed, with prior written consent from BANM, to install one (1)
radio base station cabinet (not to exceed 2' x 3' x 6') in BANM's generator room
(if available) for a period not to exceed six (6) months. CROWN may extend for
one (1) additional six (6) month period in the event that CROWN's local
governmental approvals have not been granted and provided CROWN obtains written
approval in advance from BANM. However, CROWN will remove its radio base
station cabinet immediately upon the completion of the CROWN equipment building.
The monthly rental under this temporary occupancy provision shall be equal to
the monthly rental of the completed facility as set forth in item "C" above.
CROWN will pay for electrical services as outlined below.
Utilities
---------
In all cases except temporary installations in generator rooms, electrical
service is the responsibility of CROWN. When temporary installation is permitted
inside the generator room, CROWN shall pay BANM [*] per month for
electrical service in addition to the monthly rental as outlined earlier.
Emergency Generators
--------------------
???? emergency generators must be fully contained inside CROWN's equipment
building. Permanent outside installations are not permitted. With written
approval from BANM, CROWN may connect to BANM's generator on those limited sites
where CROWN is required to provide an alternate power source. All installation
costs are the responsibility of CROWN. Installation must be performed to BANM
standards. Approval is contingent upon BANM having excess capacity on its
generator. Monthly fee of [*] applies.
____________________________
/1/ All dishes heights will be at the minimum height requirement per
Comsearch frequency coordination to insure quality service and reliability
and reduce tower loading.
All microwave dishes larger than 2' must contain a radome cover.
All grid dishes must contain operational de-icers.
[*] Indicates where text has been omitted pursuant to a request for confidential
treatment. The omitted text has been filed with the Securities and Exchange
Commission separately.
[LOGO] CERTIFICATE OF INSURANCE ISSUE DATE (MM/DD/YY)
12-19-95
PRODUCER --------------------------------------------------------------------
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND
CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE
DOES NOT AMEND. EXTEND OR ALTER THE COVERAGE AFFORDED BY THE
POLICIES BELOW.
--------------------------------------------------------------------
COMPANIES AFFORDING COVERAGE
COMPANY
LETTER A Insurance Carrier
COMPANY
LETTER B
INSURED
COMPANY
LETTER C
"Tenant and/or Subcontractor"
COMPANY
LETTER D
COMPANY
LETTER E
------------------------------------------------------------------------------------------------------------------------------------
COVERAGES
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY
PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH
THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IN SUBJECT TO ALL THE
TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
CO POLICY EFFECTIVE POLICY EXPIRATION
LTR TYPE OF INSURANCE POLICY NUMBER DATE (MM/DD/YY) DATE (MM/DD/YY) LIMITS
------------------------------------------------------------------------------------------------------------------------------------
GENERAL LIABILITY GENERAL AGGREGATE $ 2,000,000
A ----------------------------------------
X COMMERCIAL GENERAL LIABILITY PRODUCTS-COMP/OP AGG. $ 2,000,000
CLAIMS MADE X OCCUR. 01/01/96 01/01/97 ----------------------------------------
PERSONAL & ADV. INJURY $ 1,000,000
OWNER'S & CONTRACTOR'S PROT. ----------------------------------------
X Independent Contr. EACH OCCURRENCE $ 1,000,000
----------------------------------------
FIRE DAMAGE (Any one fire) $ 50,000
----------------------------------------
MED. EXPENSE(Any one person) $ 5,000
-----------------------------------------------------------------------------------------------------------------------------------
AUTOMOBILE LIABILITY COMBINED SINGLE $
A X ANY AUTO 01/01/96 01/01/97 LIMIT $ 1,000,000
ALL OWNED AUTOS
SCHEDULED AUTOS BODILY INJURY
HIRED AUTOS (Per person) $
NON-OWNED AUTOS
GARAGE LIABILITY PROPERTY DAMAGE $
------------------------------------------------------------------------------------------------------------------------------------
EXCESS LIABILITY EACH OCCURRENCE $ 5,000,000
A X UMBRELLA FORM 01/01/96 01/01/97 AGGREGATE $ 5,000,000
OTHER THAN UMBRELLA FORM
------------------------------------------------------------------------------------------------------------------------------------
A WORKER'S COMPENSATION X STATUTORY LIMITS
AND 01/01/96 01/01/97 EACH ACCIDENT $ 1,000,000
EMPLOYERS' LIABILITY ----------------------------------------
DISEASE-POLICY LIMIT $ 1,000,000
----------------------------------------
DISEASE-EACH EMPLOYEE $ 1,000,000
------------------------------------------------------------------------------------------------------------------------------------
OTHER
A All Risk Property Ins.
(Equipment & Tools) 01/01/96 01/01/97 Full Replacement Value
Auto Physical Damage
------------------------------------------------------------------------------------------------------------------------------------
DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/SPECIAL ITEMS
Xxxx Atlantic NYNEX Mobile,. Pittsburgh SMSA L.P. & PA RSA 6 (II), CellCo Partnership and all subsidiary companies and any
applicable landlord & affiliates are added as Additional Insured on the General Liability, Auto Liability & Excess Liability
policies indicated above as respects any and all work performed at any location.
------------------------------------------------------------------------------------------------------------------------------------
CERTIFICATE HOLDER CANCELLATION
Cellco Partnership SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
D/B/A/ Xxxx Atlantic Mobile NYNEX Mobile THE EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL
000 Xxxxxx Xxxxx ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE
Xxxxxxxxxxx, XX 00000 HOLDER NAMED TO THE LEFT, BUT FAILURE TO MAIL SUCH NOTICE
SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON
Attn: Xxxx Xxxxxxxxx THE COMPANY, ITS AGENTS OR REPRESENTATIVES.
--------------------------------------------------------------------
AUTHORIZED REPRRESENTATIVE
Certificate #:[ 1063]
XXXXX 25-S (7/90) (C) XXXXX CORPORATE
-------------------------------------------------------- 28 ---------------------------------------------------------------------
ISSUE DATE (MM/DD/YY)
XXXXX. CERTIFICATE OF INSURANCE
12-19-95
-------------------------------------------------------
PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.
THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE
COVERAGE AFFORDED BY THE POLICIES BELOW.
-------------------------------------------------------
COMPANIES AFFORDING COVERAGE
COMPANY A Insurance Carrier
LETTER
COMPANY B
LETTER
INSURED
Crown Communications COMPANY X
Xxxx Xxxxxx Xxxx XXX XXXXXX
Xxxxx 000
Xxxxxxxxxx, XX COMPANY D
LETTER
COMPANY E
LETTER
-----------------------------------------------------------------------------------------------------------------------------
COVERAGES
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED
TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY
REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT
TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED
BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND
CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
co TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION LIMITS
LTR DATE (MM/DD/YY) DATE (MM/DD/YY)
-----------------------------------------------------------------------------------------------------------------------------
GENERAL LIABILITY GENERAL AGGREGATE - $ 2,000,000
A
X COMMERCIAL GENERAL LIABILITY PRODUCTS-COMP/OP AGG. $ 2,000,O00
01/01/96 01/01/97
CLAIMS MADE x OCCUR PERSONAL & ADV. INJURY $ 1,000,000
OWNER'S & CONTRACTOR'S PROT. EACH OCCURRENCE $ 1,000,000
x Independent Contr. FIRE DAMAGE (Any one fire) $ 50,000
MED. EXPENSE (Any -one person 5,000
-----------------------------------------------------------------------------------------------------------------------------
AUTOMOBILE LIABILITY
A COMBINED SINGLE $ 1,000,000
X ANY AUTO 01/01/96 01/01/97 LIMIT
ALL OWNED AUTOS BODILY INJURY
SCHEDULED AUTOS (Per person) $
HIRED AUTOS BODILY INJURY
(Per accident) $
NON-OWNED AUTOS
GARAGE LIABILITY PROPERTY DAMAGE $
-----------------------------------------------------------------------------------------------------------------------------
EXCESS LIABILITY EACH OCCURRENCE $ 10,000,000
A
x UMBRELLA FORM 01/01/96 01/0/97 AGGREGATE $ 10,000,000
OTHER THAN UMBRELLA FORM
-----------------------------------------------------------------------------------------------------------------------------
A WORKER'S COMPENSATION 01/01/96 01/01/97 X STATUTORY LIMITS
AND EACH ACCIDENT $ 1,000,000
EMPLOYERS' LIABILITY DISEASE-POLICY LIMIT $ 1,000,000
DISEASE-EACH EMPLOYEE $ 1,000,000
-----------------------------------------------------------------------------------------------------------------------------
OTHER
Full Replacement Value
A All Risk Property Ins. 01/01/96 01/01/97
(Equipment & Tools)
Auto Physical Damage
-----------------------------------------------------------------------------------------------------------------------------
DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/SPECIAL ITEMS
Xxxx Atlantic NYNEX Mobile, Pittsburgh SMSA L.P. & PA RSA 6 (II), CellCo
Partnership and all subsidiary companies and any applicable landlord &
affiliates are added as Additional Insured on the General Liability, Auto
Liability & Excess Liability policies indicated above as respects any and
all work performed at any location.
-----------------------------------------------------------------------------------------------------------------------------
CERTIFICATE HOLDER CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE
Cellco Partnership EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO
D/B/A Xxxx Atlantic Mobile NYNEX Mobile MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE
000 Xxxxxx Xxxxx LEFT, BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR
Bridgeville, PA '-5017 LIABILITY OF ANY KIND UPON THE COMPANY. ITS AGENTS OR REPRESENTATIVES.
--------------------------------------------------------------------------------
Attn:Herb Huncerman AUTHORIZED REPRESENTATIVE
Certificate #:[????63]
XXXXX 25-S (7/90) CACORD CORPORATION 1990
------------------------------------------------- 29 ----------------------------------------------------------------
