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02-128
Resolution No. 02-128 RESOLUTION AUTHORIZING EXECUTION OF A LICENSE AGREEMENT WITH LODESTAR TOWERS MID-ATLANTIC, INC. FOR A RADIO ANTENNA SITE BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS, that Olufemi Folarin, Interim City Manager, be and is hereby authorized and directed to execute a License Agreement on behalf of the City of Elgin with Lodestar Towers Mid-Atlantic, Inc . for the installation, operation and maintenance of wireless communications equipment and appurtenances at the SpectraSite Communications facility on Nestler Road, a copy of which is attached hereto and made a part hereof by reference . s/ Ed Schock Ed Schock, Mayor Presented: April 10, 2002 Adopted: April 10, 2002 Omnibus Vote : Yeas : 6 Nays : 0 Attest : s/ Dolonna Mecum Dolonna Mecum, City Clerk Prime Lease to the making of this License, it shall be a condition THIS TOWER ATTACHMENT LICENSE precedent to the effectiveness of this License that Licensee obtain AGREEMENT("License")is executed this , day of such consent,as Licensor deems necessary in its sole discretion. In 200_(which date is the date of last execution between Licensor and the event that the Prime Lease expires or is terminated,this License Licensee)by and between Lodestar Towers Mid-Atlantic,Inc.,a shall terminate as between Licensor and Licensee on the effective Delaware corporation,by SpectraSite Communications,Inc.as date of termination of the Prime Lease and Licensor shall have no its attorney-in-fact pursuant to Tower Management Agreement liability to Licensee as a result of the termination of this License. dated Jul 15,2000("Licensor")and City of Elgin("Licensee"). Licensor is under no obligation to extend the tern of the Prime Lease July ( ) y g ( or renew the Prime Lease. Licensor shall give Licensee written notice of such termination or expiration of the License as provided WHEREAS, Licensor desires to license unto Licensee herein as soon as practicable but no later than sixty(60)days prior to certain space on a tower operated by Licensor upon which Licensee the date of an anticipated termination or expiration. intends to mount certain of Licensee's antennas together with related and ancillary equipment,and certain ground space upon real property leased by Licensor upon which Licensee intends to install other 3. Initial Term. The Initial Term of this License shall be for a equipment and devices;and period of five(5)years commencing on the date Licensee commences the installation of the Equipment (as defined in paragraph 8(b) below)but no later than thirty(30)days after the date of this License WHEREAS, Licensee desires to license from Licensor ("Commencement Date") and expiring on the fifth (5th) year certain Space on a tower operated by Licensor upon which Licensee anniversary of the Commencement Date("Initial Term"). Licensee intends to mount certain of Licensee's antennas together with related agrees to provide immediate written notice to Licensor of Licensee's and ancillary equipment,and certain ground space upon real property commencement of the installation of the Equipment. Following the leased by Licensor upon which Licensee intends to install other Commencement Date,the parties may acknowledge in writing their equipment and devices. mutual understanding of the precise Commencement Date. NOW THEREFORE, for and in consideration of the 4. Renewal Terms. Licensee shall have the right to extend this terms and mutual promises herein contained and for other good and License for four(4)additional five(5)year terms(each a"Renewal valuable consideration the receipt and sufficiency of which are Term"). This License shall automatically renew for each successive hereby acknowledged,Licensor and Licensee agree as follows: Renewal Term unless Licensee notifies Licensor of Licensee's intention not to renew this License at least six(6)months prior to the 1. Premises. Licensor hereby grants to Licensee a License to install, end of the then existing term of this License. Each Renewal Term maintain and operate Licensee's wireless communications equipment shall be on the same terms and conditions as set forth in this License and appurtenances on a tower owned by Licensor ("Tower"), except that consideration for this License shall increase as provided in including antennas at a centerline height of 180'above ground level paragraph 5(b). on the Tower, which is located on certain real property leased by Licensor more particularly described in Exhibit"A"attached hereto 5. Consideration. (a) Initial Term. During the Initial Term, ("Property");and to install,maintain,operate and remove Licensee's Licensee shall pay annually to Licensor as consideration for this equipment cabinet or compound and related devices owned by License the sum of Eight Thousand Four Hundred and NO/100 Licensee on a 48 square foot portion of the Property at a location Dollars ($8,400.00) ("Fee"), subject to increase as provided in the depicted on Exhibit "A-1" attached hereto(the space occupied by following sentence. The Fee shall increase each year by an amount Licensee on the Property and the Tower hereinafter shall be referred equal to four percent(4%)over the Fee payable for the immediately to collectively as the"Premises"). Subject to limitations contained in preceding year. The Fee shall be paid each year in advance. The the Prime Lease (as defined below), Licensor also grants Licensee first annual payment shall be due on the Commencement Date. The rights of ingress,egress and utilities to the Premises twenty-four(24) Fee paid by Licensee to Licensor shall be due without set-off notice hours per day,seven(7)days per week during the Initial Term and or demand from Licensor to Licensee. Any Fee or other sum not any Renewal Term(as hereinafter defined in paragraphs 3 and 4)of received by Licensor within fifteen (15) days of the date when due this License over that real property described in Exhibit `B" shall be subject to a late penalty of four percent(4%)of the amount attached hereto("Easement"). which is overdue. (b) Renewal Term. In the event this License is renewed as provided for in paragraph 4, the Fee applicable to such 2. Use. Licensee may use the Premises for the receipt and Renewal Term shall be paid annually in advance beginning on the transmission of wireless communications signals. The use granted first day of the respective Renewal Term and shall be subject to the Licensee by this License shall be non-exclusive and limited in strict same four percent(4%)annual increase described in paragraph 5(a) accordance with the terms of this License. Licensor shall have the for the Initial Tenn.(c)If at any time during the primary term of this right to continue to occupy the Property and to enter into lease and License or any renewal or extension thereof a tax or excise on rents, license agreements with others for the Property and the Tower in the or other tax however described (except any franchise, estate, sole discretion of Licensor. Licensee shall have no property rights or inheritance,capital stock,income or excess profits tax imposed upon interest in the Premises or the Easement by virtue of this License. Licensor)is levied or assessed against Licensor by any lawful taxing This License shall also be subject to the terms and continued authority on account of Licensor's interest in this License or the rents existence of that certain Agreement of Purchase and Sale for the or other charges reserved hereunder, as a substitute in whole or in Premises entered into between Elgin Tower #1, Inc., being a part, or in addition to the general taxes described herein, Licensee corporation formed under the laws of the State of Illinois;and agrees to pay to Licensor upon demand,and in addition to the rentals Frederick W. Hiort, Jr., an Individual, Licensor and Lodestar and other charges prescribed in this License,the amount of such tax Towers Mid-Atlantic,Inc.,a corporation formed under the laws or excise. In the event such tax or excise is levied or assessed directly of the state of Delaware("Prime Landlord")which is dated the 31" against Licensee,then Licensee shall be responsible for and shall pay of July, 1998 a copy of which together with all amendments and the same at such times and in such manner as the taxing authority addenda thereto(but subject to the redaction of financial terms) is shall require.(d) Any fee or other payment made by Licensee shall attached hereto as Exhibit "C" ("Prime Lease"). Licensee contain a notation of the applicable Licensor site number applicable covenants that it shall not commit any act which would result in a to this License, which site number is IL-0151. (e) Site Cost default or nonconformance with the Prime Lease. In the event that Reimbursement: N/A the Prime Lease requires the consent of the Prime Landlord under the TALA no rein 08082001 Licensor's Name/# Elgin#1/1L-0151 ik Licensee's Name/it Nestler Site/#4 1 6. Conditions Precedent. Licensees obligation to perform under the Premises for the purpose of installing and maintaining the this License shall be subject to and conditioned upon Licensee Equipment and appurtenances. Licensee shall be responsible for all securing appropriate approvals for Licensee's intended use of the site work to be done on the Premises pursuant to this License. Premises from the Federal Communications Commission ("FCC"), Licensee shall provide all materials and shall pay for all labor for the the Federal Aviation Administration("FAA")and any other federal, construction, installation, operation, maintenance and repair of the state or local regulatory authority having jurisdiction over Licensee's Equipment. Licensee shall not construct or install any equipment or proposed use of the Premises. Licensee's inability (following all improvements on the Premises other than which are described in reasonable efforts) to successfully satisfy these conditions shall Exhibit "D" or alter the radio frequency or operation of the relieve Licensee from any obligation to perform under this License. Equipment without first obtaining the prior consent of Licensor Licensee shall act with due diligence to obtain and maintain all which consent may be withheld by Licensor in Licensor's reasonable governmental approvals necessary for Licensee to perform under this discretion. Licensee acknowledges that Licensor may charge License. additional fees for the installation of any equipment not listed on Exhibit "D". The Equipment shall remain Licensee's exclusive 7. Warranty of Title and Quiet Enjoyment; Subordination. personal property throughout the term and upon termination of the Licensor warrants that(i)Licensor leases the Property and operates License. Licensee shall have the right to remove all Equipment at the Tower;and(ii)Licensor has full right to make and perform this Licensee's sole expense on or before the expiration or earlier License subject to the terms, covenants and conditions of the Prime termination of the License;provided,Licensee repairs any damage to Lease. Upon Licensee's payment of the Fee and all other charges due the Property or the Tower caused by such removal. If Licensee does hereunder,and otherwise complying with the terms hereof,Licensor not remove the Equipment on or prior to the expiration or termination shall ensure that Licensee may have quiet use and enjoyment of the of this License, Licensee shall remove such Equipment within a Premises. This License shall be subordinate and inferior to any reasonable period thereafter provided Licensee pays to Licensor mortgage or lien which currently or hereafter encumbers the Property 150% of the Fee in effect during such holdover period. (c) or the Tower, Upon the request of Licensee, Licensor shall Compliance with Governmental Rules. All work shall be performed reasonably cooperate with Licensee, at Licensee's expense, in by Licensee or Licensee's employees,contractors or agents in a good Licensee's efforts to obtain a non-disturbance agreement from the and workmanlike manner. Licensor shall be entitled to require strict holder of any mortgage or deed of trust on the Property. compliance with the plans and specifications approved by Licensor pursuant to paragraph 8(a), including specifications for the 8. Improvements by Licensee.(a)Plans,Structural Analysis and grounding of Licensee's equipment and antennas. All construction, RF Analysis. (i) Prior to the commencement of any construction or installations and operations in connection with this License Licensee shall meet with all applicable Rules and Regulations of the installation on the Premises by Licensee,Licensee shall furnish,for FCC, FAA and all applicable codes and regulations of the city, review and approval by Licensor,which approval may be withheld in county,and state concerned. Licensor assumes no responsibility for Licensor's reasonable discretion, plans and specifications for such the licensing,operation and maintenance of the Equipment. Licensee construction or installation of the improvements and Licensee shall has the responsibility of carrying out the terms of Licensee's FCC not commence the construction or installation on the Premises until license with respect to tower light observation and notification to the such time as Licensee has received written approval of the plans and FAA if those requirements imposed on Licensee are in excess of those specifications from Licensor. Licensee shall be responsible for required of Licensor. Licensee covenants that the Equipment and the paying in advance to Licensor the cost of any structural construction,installation,maintenance and operation thereof shall not enhancements to be made to the Tower to accommodate the damage the Tower or improvements or interfere with the use of the Equipment. Such structural enhancements shall become part of Tower by Licensor or pre-existing users on the Tower. (d) Post- Licensor's Tower. (ii) Licensee shall conduct at Licensee's sole cost Construction Drawings. Following the installation of its Equipment, and expense a structural analysis and wind load analysis of the Licensee shall provide Licensor with post-construction field drawings Tower which includes any existing loads(as well as the loads that satisfactory to Licensor,highlighting any field changes made during third-party users have the right to place on the Tower)and the load of installation and verifying the RAD center. Licensee's antennas, cabling and appurtenances. (iii) Upon the written request of Licensor at any time during this License,Licensee shall conduct at Licensee's sole cost and expense a radio frequency 9. Utilities. All utility services installed on the Premises for the use interference analysis("RF Analysis")of the Equipment with all other or benefit of Licensee shall be made at the sole cost and expense of equipment which is on the Tower as of the Commencement Date. Licensee and shall be separately metered from Licensor's utilities. (iv) Licensee shall use the company of Licensor's choice for Licensee shall be solely responsible for extending utilities to the structural analysis, RF Analysis and the design and construction of Premises necessary to serve its needs and for the payment of utility platforms,antenna systems,cable runs and any other modification of charges including connection charges and security deposits incurred any type to the Premises and Licensee shall be solely responsible for by Licensee and shall indemnify Licensor from all costs and expenses associated with these materials and services. (v) Licensee shall be responsible 10. Taxes. Except as provided immediately below,Licensor shall for securing all building permits from any and all applicable pay all real property taxes Licensor is obligated to pay under the governmental authorities prior to the commencement of any Prime Lease. Licensee shall reimburse Licensor for any increases in construction or installation on the Premises. Copies of the real property taxes which are assessed as a direct result of Licensee's construction permit issued to Licensee shall be provided to Licensor. improvements to the Premises. As a condition of Licensee's (vi) Licensee shall use a construction firm approved by Licensor for obligation to pay such tax increases, Licensor shall provide to any construction activities to be conducted by Licensee on the Licensee the documentation from the taxing authority, reasonably Property and the Easement and the installation of Licensee's acceptable to Licensee, indicating the increase is due to Licensee's equipment on the Tower. (b) Equipment. Licensee's improvements. communications system, including antennas, radio equipment and operating frequency, cabling and conduits, shelter and/or cabinets, 11. Interference. Licensee agrees to install equipment of types and and other personal property owned or operated by Licensee, which radio frequencies which will not cause interference to Licensee anticipates shall be located by Licensee on the Premises, is communications operations being conducted from the Property or the more particularly described on Licensee's collocation application, a Tower by Licensor or other occupants of the Property or the Tower copy of which is attached hereto as Exhibit "D" ("Equipment-). which are in lace as of the Commencement Date Licensor hereby grants Licensee reasonable access to the Tower and p (including permitted modifications to the communications operations of third TALA no rein 08082001 Licensors Name/# Elein#1/IL-0151 it Licensee's Name/ft Nestle!'Site/#1 2 parties who,by the terms of pre-existing agreements have the right to 15. Indemnification. Licensor and Licensee each indemnifies the modify their communication operations). Licensee also covenants other against and holds the other harmless from any and all costs, that the equipment installed by Licensee shall comply with all demands, damages, suits, expenses, or causes of action (including applicable laws,ordinances and regulations including but not limited reasonable attorneys fees and court costs)which arise out of the use to those regulations promulgated by the FCC. In the event the and/or occupancy of the Premises by the indemnifying party. This Equipment causes such interference, Licensee will take the steps indemnity does not apply to any claims arising from the gross necessary to correct and eliminate the interference. If such negligence or intentional misconduct of the indemnified party. interference cannot be eliminated within forty-eight(48)hours after Except for its own acts of gross negligence or intentional misconduct, receipt by Licensee of notice from Licensor describing the existence Licensor will have no liability for personal injury or death, loss of of the interference,Licensee shall temporarily disconnect the electric revenue due to discontinuance of operations at the Premises, or power and shut down the Equipment (except for intermittent imperfect communications operations experienced by Licensee for operation for the purpose of testing, after performing maintenance, any reason. repair, modification, replacement, or other action taken for the purpose of correcting such interference) until such interference is 16. Financing Agreement. Licensee may,upon written notice to corrected. If such interference is not corrected within fifteen (15) Licensor,mortgage or grant a security interest in the Equipment to days after receipt by Licensee of such prior written notice from any such mortgagees or holders of security interests including their Licensor of the existence of interference, this License shall then successors and assigns (hereinafter collectively referred to as terminate without further obligation on either part except as may be "Secured Parties"). No such security interest shall extend in any way specifically enumerated herein and Licensee agrees to then remove to the interests or property of Licensor. the Equipment from the Premises. Licensor shall impose upon future licensees a duty to refrain from interfering with Licensee which is similar to that set forth herein. 17. Disclaimer of Warranties. LICENSOR HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF 12. Maintenance and Repairs. (a) Licensee shall perform all MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ASSOCIATED WITH THE PREMISES OR THE repairs necessary or appropriate to the Equipment on or about the TOWER. LICENSEE ACCEPTS THE PREMISES"AS IS". Premises or located on any appurtenant rights-of-way or access to the Premises in good and tenantable condition,reasonable wear and tear, damage by fire,the elements or other casualty excepted. Damage to 18. Environmental Indemnification. (a) Licensee, its heirs, the Equipment resulting from the acts or omissions of Licensor shall grantees,successors,and assigns shall indemnify, defend, reimburse be repaired by Licensor at Licensor's cost and expense, or at the and hold harmless Licensor from and against any and all option of Licensee,Licensor shall reimburse Licensee for the actual environmental damages, caused by activities conducted on the costs incurred as evidenced by adequate documentation by Licensee Premises by Licensee, and (i) arising from the presence of any in repairing such damage or replacing such Equipment. (b) substance, chemical or waste identified as hazardous, toxic or Licensor, at Licensor's sole cost and expense, shall maintain the dangerous in any applicable federal,state or local law or regulation Tower, and any other portions of the Property and improvements including petroleum or hydrocarbon based fuels such as diesel, thereto to the extent required to be maintained by Licensor pursuant propane or natural gas (collectively, "Hazardous Materials") upon, to the Prime Lease,in good order and repair,wear and tear,damage about or beneath the Premises or migrating to or from the Premises, by fire, the elements or other casualty excepted. Damage to the or (ii) arising in any manner whatsoever out of the violation of any Tower or the equipment or improvements of Licensor or others environmental requirements pertaining to the Premises and any located on the Property or the Tower,which results from the acts or activities thereon. Licensee covenants that it shall not nor shall omissions of Licensee shall be repaired by Licensee at Licensee's cost Licensee allow its employees, agents or independent contractors to and expense,or at the option of Licensor,Licensee shall reimburse use, treat, store or dispose of any Hazardous Materials on the Licensor for the actual costs incurred as evidenced by adequate Premises or the Property. (b) Licensor, its heirs, grantees, documentation by Licensor in repairing such damage or replacing successors,and assigns shall indemnify, defend,reimburse and hold such equipment or improvements. harmless Licensee from and against any and all environmental damages arising from (i) the presence of Hazardous Materials upon, 13. Tower Marking and Lighting Requirements. Licensor shall about or beneath the Premises or migrating to or from the Premises, be responsible for compliance with any applicable marking and or (ii) arising in any manner whatsoever out of the violation of any lighting requirements of the FAA and the FCC provided that if the environmental requirements pertaining to the Premises and any requirement for compliance results from the presence of the activities thereon, either of which conditions came into existence Equipment and the Tower,Licensee shall pay the costs and expenses prior to the execution of this License and are solely attributable to activities conducted on the Property by Licensor. therefor(including any lighting automated alarm system so required). 14. Mechanics'Liens. Licensee shall not permit any mechanics', 19. Liability Insurance. (a) Licensee shall carry during the term materialmen's, contractors'or subcontractors'liens arising from any of this License,at Licensee's own cost and expense,respectively,the following insurance: (i) "All Risk" property insurance which construction work,repair,restoration or removal or any other claims insures Licensee's property for such property's full replacement cost; or demands to be enforced against the Premises or any part thereof. and (ii) Commercial general liability insurance with a commercial Licensor shall have the right at any time to post and maintain upon general liability endorsement having a minimum limit of liability of the Premises such notices as may be necessary to protect Licensor $2,000,000,with a combined limit for bodily injury and/or property against liability for all such liens and encumbrances. Licensee shall damage for any one occurrence,and (iii) excess/umbrella,coverage give Licensor written notice prior to the commencement of any work of$3,000,000.(b)Licensee shall name the Licensor as an additional or the delivery of any materials connected with such work or insured under Licensee's liability policy, and require Licensee's construction, repair, restoration, or removal of materials on the insurance company to endeavor to give at least thirty (30) days' Premises. Licensor shall assume no liability for the payment of written notice of termination or cancellation of the policy to Licensor. materials or labor which accrue in the installation of Licensee's A certificate of such insurance,together with such endorsement as to improvements upon the Premises and no mechanics'or materialmen's prior written notice of termination or cancellation,shall be delivered lien for Licensee's improvements shall attach to the interest of to Licensor within thirty(30)days from the execution of this License Licensor in the Premises. and before the expiration of any term of such insurance from an insurance company authorized to do business in the state in which the TALA no relo U5082001 Licensor's Name/# Elgin#I/11,5151 ik Licensee's Name/# Nestler Site/#4 3 Property is located. (c) Licensor agrees to maintain commercial an assignment for such purposes for the benefit of creditors; (iv) this general liability insurance in amounts deemed reasonably satisfactory License or Licensee's interest herein or Licensee's interest in the to Licensor and which are in amounts consistent with industry Premises are executed upon or attached;or (v) the imposition of any practices for the business in which Licensor is engaged. Licensor lien on the Equipment except as may be expressly authorized by this shall have the right to self insure. "With respect to User's insurance License, or an attempt by Licensee or anyone claiming through obligations as stated above,SpectraSite acknowledges that User may Licensee to encumber Licensor's interest in the Tower or the Property self insure or carry a deductible in such amount as User may elect,so and the same shall not be dismissed or otherwise removed within ten long as User's total shareholders' equity as determined by generally (10)business days. accepted accounting principles exceeds$100,000,000. User shall be responsible for any defiency created by a deductible." 23. Remedies. In the event of a default by Licensee under the terms of paragraph 22 of this License and after the Licensee's failure to cure 20. Subrogation. (a) In General. All insurance policies required such default within the time allowed the Licensee to cure such under this License shall contain a waiver of subrogation provision default,then Licensor may,in addition to all other rights or remedies under the terms of which the insurance carrier waives all of such Licensor may have hereunder at law or in equity, terminate this carrier's rights to proceed against Licensor and Licensee (b) Mutual License by giving written notice to the Licensee stating the date upon Release. Licensor and Licensee each release the other and their which such termination shall be effective,accelerating and declaring respective representatives from any claims by them or any one to be immediately due and payable the then present value all Fees claiming through or under them by way of subrogation or otherwise which would have otherwise been due Licensor absent a breach of the for damage to any person or to the Premises and to the fixtures, License by Licensee discounted by an annual percentage rate equal to personal property, improvements and alterations in or on the ten percent(10%),terminate electrical power to the Equipment,and Premises that are caused by or result from risks insured against under remove the Equipment without being deemed liable for trespass or any insurance policy carried by them and required by this License, conversion and store the same at Licensee's sole cost and expense. provided that such releases shall be effective only if and to the extent that the same do not diminish or adversely affect the coverage under 24. Notices. All notices or demands by or from Licensor to such insurance policies. Licensor shall be named as an additional Licensee,or Licensee to Licensor,shall be in writing. Notices shall insured on any insurance policy procured by Licensee pursuant to be effective on the day they are sent. Such notices or demands shall this License. be mailed (U.S. mail, certified with retum receipt requested or by overnight courier service)to the other party at the following address: 21. Destruction or Condemnation. If the whole or any substantial part of the Premises shall be taken by any public authority under the Licensor: SpectraSite Communications,Inc. power of eminent domain,or if the whole or any substantial part of 100 Regency Forest Parkway,Suite 400 the Premises shall be destroyed by fire or other casualty, so as to Cary,NC 27511 interfere with Licensee's use and occupancy thereof,then this License Attention: Legal Department shall cease on the part so taken on the date of possession by such authority of that part or the destruction of that part,and any unearned Licensee: City of Elgin Fee paid in advance of such date shall be refunded by Licensor to 151 Douglas Licensee within thirty (30) days of such possession, and Licensee Elgin,IL 60120 shall have the right to terminate this License upon written notice to Licensor, which notice shall be delivered by Licensee within thirty User's Billing Address and Federal Tax ID Number: (30)days following the date notice is received by Licensee of such City of Elgin taking or possession. If Licensee chooses not to terminate this 151 Douglas License,the Fee shall be reduced or abated in proportion to the actual Elgin,IL 60120 reduction or abatement of Licensee's use of the Premises. Federal Tax ID No: 22. Default By Licensee. The occurrence of any of the following 25. Emissions. If antenna power output ("RF Emissions") are instances shall be considered to be a default or a breach of this presently or hereafter become subject to any restrictions imposed by License by Licensee: (i) any failure of Licensee to pay the Fee or the FCC or other governmental agency for RF Emissions standards any other charge for which Licensee has the responsibility of payment on Maximum Permissible Exposure("ME") limits,or if the Tower under this License within ten(10)business days of the date following otherwise become subject to federal,state or local rules,regulations, written notice to Licensee from Licensor of such delinquency; it restrictions or ordinances, Licensee shall comply with Licensor's being understood,however,that Licensor is obligated to provide such reasonable requests for modifications to Licensee's Equipment which notice only one (I) time in each calendar year, and the second are reasonably necessary for Licensor to comply with such limits, instance of the failure to pay the Fee or any other charge shall be an rules, regulations, restrictions or ordinances. The RF Emissions immediate default if not paid within ten(10)days of the date when requirements of Licensee shall be subordinate to any prior users of due; (ii) any failure of Licensee to perform or observe any term, the Tower. Similarly, the RF Emissions of users subsequent to covenant,provision or conditions of this License which failure is not Licensee shall become subordinate to any requirements of Licensee. corrected or cured by Licensee within thirty(30)days of receipt by If Licensor requires an engineering evaluation or other power density Licensee of written notice from Licensor of the existence of such a study be performed to evaluate RF Emissions compliance with ME default;except such thirty(30)day cure period shall be extended as limits,then all reasonable costs of such an evaluation or study shall reasonably necessary to permit Licensee to complete a cure so long as be shared equally between Licensor,Licensee,and any other users of Licensee commences the cure within such thirty(30)day cure period the Tower. If said study indicates that RF Emissions at the facility do and thereafter continuously and diligently pursues and completes not comply with ME limits,then Licensor,Licensee,and subsequent such cure; (iii) Licensee shall become bankrupt,insolvent or file a tenants shall immediately take any steps necessary to ensure that they voluntary petition in bankruptcy, have an involuntary petition in are individually in compliance with such limits or shall at the demand bankruptcy filed against Licensee which cannot be dismissed by of Licensor cease operation until a maintenance program or other Licensee within sixty (60) days of the date of the filing of the mitigating measures can be implemented to comply with ME. involuntary petition, file for reorganization or arrange for the appointment of a receiver or trustee in bankruptcy or reorganization 26. Relocation of Tower. Licensor may,at its election,relocate the of all or a substantial portion of Licensers assets,or Licensee makes Tower to an alternative location or property owned or leased by TALA no relo 0505215)1 Licenua's Namely Elgin 41/1L-0151 iA Licensee's Name/# Nestler Site/#4 4 Cary,NC 27511 guarantor that so demonstrates such a financial position). Any Attention: Legal Department purported assignment by Licensee in violation of the terms of this License shall be void. Licensee may not sublicense all or any part Licensee: City of Elgin of the Premises without Licensor's prior written consent. Licensor 151 Douglas may assign its rights hereunder to any party agreeing to be bound Elgin,IL 60120 and subject to the terms of this License. Users Billing Address and Federal Tax ID Number: 29. Limitation of Parties' Liability. Neither Licensor nor City of Elgin Licensee shall be responsible for any incidental or consequential 151 Douglas damages incurred resulting from (i) Licensee's use or Licensee's Elgin,IL 60120 inability to use the Premises, or from (ii) damage to the other's Federal Tax ID No: 3 , 6 OQ Sp to Z equipment. If Licensor shall fail to perform or observe any term, condition, covenant or obligation required to be performed or 25. Emissions. If antenna power output ("RF Emissions") are observed by it under this License or is charged with an indemnity presently or hereafter become subject to any restrictions imposed obligation hereunder, and if Licensee shall, as a consequence by the FCC or other governmental agency for RF Emissions thereof, recover a money judgment against Licensor (whether standards on Maximum Permissible Exposure("ME")limits,or if compensatory or punitive in nature), Licensee agrees that it shall the Tower otherwise become subject to federal,state or local rules, look solely to Licensor's right, title and interest in and to the regulations,restrictions or ordinances, Licensee shall comply with Property and the Tower for the collection of such judgment, and Licensor's reasonable requests for modifications to Licensee's Licensee further agrees that no other assets of Licensor shall be Equipment which are reasonably necessary for Licensor to comply subject to levy, execution or other process for the satisfaction of with such limits,rules,regulations,restrictions or ordinances. The Licensee's judgment, and that Licensor shall not be personally RF Emissions requirements of Licensee shall be subordinate to any liable for any deficiency. prior users of the Tower. Similarly, the RF Emissions of users subsequent to Licensee shall become subordinate to any 30. Rules. Licensor may,from time to time,establish reasonable requirements of Licensee. If Licensor requires an engineering rules relating to access to and from the Premises. Licensee agrees evaluation or other power density study be performed to evaluate to comply with such rules. Such rules shall not materially impede RF Emissions compliance with ME limits, then all reasonable Licensee's access rights described elsewhere in this License. costs of such an evaluation or study shall be shared equally between Licensor,Licensee,and any other users of the Tower. If 31. Miscellaneous. (a)This License is governed by the laws of said study indicates that RF Emissions at the facility do not the State in which the Property is located. (b)If any provision of comply with ME limits, then Licensor, Licensee,and subsequent this License is invalid or unenforceable with respect to any party, tenants shall immediately take any steps necessary to ensure that the remainder of this License will not be affected and each they are individually in compliance with such limits or shall at the provision of this License shall be valid and enforceable to the full demand of Licensor cease operation until a maintenance program extent permitted by law. (c) The prevailing party in any action or or other mitigating measures can be implemented to comply with proceeding to enforce the terms of this License is entitled to ME. receive its reasonable attorneys' fees and other reasonable expenses from the non-prevailing party. (d) Failure or delay on 26. Relocation of Tower. Licensor may,at its election,relocate the part of either party to exercise any right, power or privilege the Tower to an alternative location or property owned or leased by hereunder will not operate as a waiver thereof and waiver of a Licensor. Such location will(i)be at Licensor's sole cost,(ii)not breach of any provision hereof under any circumstances will not result in an interruption of Licensee's communications services. constitute a waiver of any subsequent breach. (e) Each party Upon such relocation, the Premises covered herein shall be the executing this License acknowledges that it has full power and new Tower and the new ground area on which the new Tower sits. authority to do so and that the person executing on its behalf has At the request of either party, Licensor and Licensee shall enter the authority to bind the party. (I) Binding Agreement: This into an amendment of this License,to clarify the rights of Licensee License shall become valid and binding only upon the to the new Tower. execution hereof by both parties hereto. In the event this License is not fully executed within 90 days of the date of 27. Entire Agreement. This License contains the entire execution by the first party to execute hereinbelow it shall be agreement between the parties hereto and supersedes all previous of no force or effect. (g) SpectraSite reserves the right to survey negotiations leading thereto. This License may be modified only the Property or portion thereof, and the legal description of the by an agreement in writing executed by Licensor and Licensee. Property on the survey obtained by SpectraSite shall then become Exhibit"E",which shall be attached hereto and made a part hereof, 28. Successors and Assigns. This License shall be binding upon and shall control in the event of discrepancies between it and Exhibit and inure to the benefit of the legal representatives, heirs, p' successors, and assigns of Licensor and Licensee. Licensee may 32. Other Provisions. "Choice of Law. This License shall be assign all or a portion of its rights,title or interests hereunder only upon Licensor's prior written consent,which consent shall not be subject to and governed by the laws of the State of Illinois. Venue withheld or delayed if Licensee's proposed assignee agrees in for the resolution of any disputed or the enforcement of any rights Kane Pursuant to this license shall be in the Circuit Court o writing to be bound hereby and maintains at the time of such assignment, as demonstrated by current financial statements County,Illinois." provided to Licensor, a financial position reasonably demonstrating the ability of such assignee to meet and perform the obligations of Licensee hereunder through the unexpired balance of the current Initial Term or Renewal Term, as the case may be (or delivers to Licensor a full guaranty of such obligations by a TALA no relo 08082001 Licensor's Name'. Elgin 01 IL-0151 ik Licensees Name. Nestler Site=4 5 IN WITNESS WHEREOF,the Licensor and Licensee have executed this Tower Attachment License Agreement as of the date and year first above written. LICENSOR: LODESTAR TOWERS MID-ATLANTIC,INC.,a Delaware corporation by SpectraSite Communications,Inc.,a Delaware corporation as its attorney-in-fact By: e4— Name: Glen F. Spivak Title: i t (r Vice-President �7 Date: -0 2, LICENSEE: CITe0.0 ELGIN J � � Name: k7-\ Title: 9--t-V∎It J\tZ:k� Date: " \1— ©d_ TALA no relo 08082001 Licensor's NameJ# Elgin#Il1Lr0151 ik Licensee's Name/# Nestler Site!#4 6 IN WITNESS WHEREOF,the Licensor and Licensee have executed this Tower Attachment License Agreement as of the date and year first above written. LICENSOR: LODESTAR TOWERS MID-ATLANTIC,INC.,a Delaware corporation by SpectraSite Communications,Inc.,a Delaware corporation as its attorney-in-fact By: Name: Title: Date: LICENSEE: CITY OF ELGIN By: Name: Title: Date: TALA no relo 0808200/ Licensor's Name/#Elgin#I/IL-0151 is Licensee's Name/#Nestler Site!#4 6 EXHIBIT"A" AREA LEASED BY LICENSOR FROM PRIME LANDLORD THAT PART OF THE EAST 1/2 OF SECTION 24,TOWNSHIP 41 NORTH, RANGE 7, EAST OF THE THIRD PRINCIPAL MERIDIAN, DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHWEST CORNER OF SOUTHEAST 1/4 OF SAID SECTION 24; THENCE NORTH 01 DEGRFF.S 20 MINUTES 24 SECONDS EAST ALONG THE WEST LINE OF SAID SOUTHEAST 1/4, 313.5 FEET; THENCE NORTH 41 DEGREES 00 MINUTES 0 SECONDS EAST ALONG A LINE WHICH IF EXTENDED WOULD INTERSECT THE NORTH LINE OF SAID SOUTHEAST 1/4 AT A POINT 618.75 FEET WEST OF THE NORTHEAST CORNER OF SAID SOUTHEAST 1/4, 2,838.88 FEET TO THE CENTER LINE OF WATER ROAD; THENCE SOUTH 41 DEGREES 00 MINUTES 0b SECONDS WEST ALONG THE LAST DESCRIBED LINE, 950.0 FEET FOR THE POINT OF BEGINNING; THENCE NORTH 52 DEGREES 18 MINUTES 07 SECONDS WEST, 530.35 FEET; THENCE NORTH 41 DEGREES 00 MINUTES 00 SECONDS EAST 756.31 FEET TO SAID CENTER LINE OF WATER ROAD;AND NORTH 71 DEGREES 57 MINUTES 10 SECONDS WEST ALONG SAID CENTER LINE 459.57 FEET TO THE CENTER LINE OF NESTLER ROAD; THENCE SOUTH 43 DEGREES 00 MINUTES 00 SECONDS WEST ALONG SAID CENTER LINE, 793A9 FEET; THENCE SOUTH 52 DEGREES 18 MINUTES 07 SECONDS EAST, 981.98 FEET TO A LINE DRAWN SOUTH 41 DEGREES 00 MINUTES 00 SECONDS WEST FROM THE POINT OF BEGINNING; THENCE NORTH 41 DEGREES 00 MINUTES 00 SECONDS EAST ALONG SAID LINE, 189.90 FEET TO THE POINT OF BEGINNING,IN PLATO TOWNSHIP,KANE COUNTY,ILLINOIS. SpectraSite reserves the right to survey the Property or portion thereof,and the legal description of the Property on the survey obtained by SpectraSite shall then become Exhibit "E", which shall be attached hereto and made a part hereof, and shall control in the event of discrepancies between it and Exhibit "A". TALA no reb 08082001 Licensor's Name/11 Elgin#0IL-0151 ik Licensee's Name/# Nestler Site/#4 7 EXHIBIT"A-I" SITE PLAN LICENSED GROUND SPACE AND TOWER SPACE SEE ATTACHED TALA no relo 08082001 Licensor's Name/#Elgin#1/IL-0151 1k Licensee's Name/# Nestler Site/#4 8 82 �_ 887, PROPOSED TRN CITY OF ELGIN O 4 0 lir ' X 12' LEASE AREA w. IN EXISTING SHELTER M M _ 880 ^ EXISTING 20.x40. EQUIPMENT NT SHELTER 879 1 878 876 875 874 873 PLAN VIEW SCI LEASE AREA IS 11 ACRES LEGEND: M METER TD TELCO DEMARK GRAPHIC SCALE TRN TRANSFORMER IB ICE BRIDGE 20 0 10 20 ( IN FEET ) 1 Inch = 20 Feet JOB No. 011815007 - - / DATE: 9/18/00 I(`SPECTRA SITE SITE LAYOUT PLAN REV 0 \` COMMUNICATIONS ELGIN-1 3 RSR REVISION CITY OF ELGIN COLL002/15/07 SHEET 1 OF 3 8000 RECENCY PARKWAY. SUITE 570 DRAWN 0A/OC 2 CGGREVISION CITY OF ELGIN COLL010/16/0 IL-0151 MCA JGA 1 SPB ADD CITY OF ELGIN COLLOID/2/0 CARY, NC 27511 NO OS PEVSISP ATE, CARRIER UNKNOWN TOP OF UNKNOWN ANTENNA. 489' SCHEDULE (CARRIER) (SECTOR 1) TOP OF STEEL 471 ANTENNA/MOUNT TYPE/CABLE SCHEDULE TOP OF UNKNOWN ANTENNA: 486 TOP OF UNKNOWN ANTENNA 486' (CARRIER) (SECTOR 3) (CARRIER) (SECTOR 4) SECTOR 1 2 } TOP OF UNKNOWN ANTENNA: 480' TOP OF UNKNOWN_ANTENNA: _4$8__ AZIMUTH 60' 120' 0' (CARRIER) (SECTOR 647)1 1/4 TOP OF LIGHTNING ROD: _82 _ _� (CARRIER) (SECTOR 2) CABLE SIZE 2' 7/8- " TOP OF UNKNOWN_ANTENNA: 483' NO.OF CARDS/TONER FACE 1/2 1/2 1/2 '1 / (CARRIER) (SECTOR 5) ANTENNA TYPE OOGNER DIPOLE OMNI BOTTOM OF UNKNOWN ANTENNA 471' MOUNT TYPE BOOM BOOM BOOM (CARRIER) (SECTOR 1) BOTTOM OF UNKNOWN ANTENNA 471' _ TOP OF UNKNOWN ANTENNA: 474' ANTENNA MFG. UNKNOWN UNKNOWN UNKNOWN ) (SECTOR 3) ilL! I 13 (CARRIER) (SECTOR 8) (CARRIER) _ BOTTOM OF UNKNOWN ANTENNA' 471' ANTENNA MODEL UNKNOWN UNKNOWN UNKNOWN LIGHTING LOCATION 4ZL'_ �" M �i (CARRIER) (SECTOR 5) NUMBER OF ANTENNAS 1 1 1 BOTTOM OF UNKNOWN ANTENNA: 468' `_�;.:. (CARRIER) (SECTOR 647) BOTTOM OF UNKNOWN ANTENNA: 468' 1 (CARRIER) (SECTOR 8) TOP OF UNKNOWN ANTENNA: 467' / BOTTOM OF UNKNOWN ANTENNA: 468' CARRIER UNKNOWN (CARRIER) (SECTOR 9) 1 (CARRIER) (SECTOR 2) ;♦:, BOTTOM OF UNKNOWN ANTENNA: 468' ANTENNA/MOUNT TYPE/CABLE SCHEDULE TOP OF UNKNOWN ANTENNA 466' (CARRIER) (SECTOR 4) SECTOR 4 5 6 (CARRIER) (SECTOR 10) AZIMUTH 240' 300' 180' _.�� BOTTOM OF UNKNOWN ANTENNA: 462' CABLE SIZE 7/8" 2" 2" ) .-� NO Of CARTS/TONER FACE 1/2 1/2 1/2 (CARRIER) (SECTOR 10 ,♦. ANTENNA TYPE OMNI OMNI OMNI / MOUNT TYPE BOOM BOOM BOOM BOTTOM OF UNKNOWN ANTENNA: 447' ANTENNA MFG. UNKNOWN UNKNOWN UNKNOWN (CARRIER) (SECTOR 9) \ I TOP OF UNKNOWN ANTENNA: 446' ANTENNA MODEL UNKNOWN UNKNOWN UNKNOWN ;♦:, (CARRIER) (SECTOR 12) T NUMBER OF ANTENNAS 1 1 1 TOP OF UNKNOWN ANTENNA: 4}}' (CARRIER) (SECTOR 13) TOP OF UNKNOWN ANTENNA: 426' ►♦♦, (CARRIER) (SECTOR 15416) TOP OF UNKNOWN ANTENNA: 431' 1 (CARRIER) (SECTOR 14) CARRIER UNKNOWN BOTTOM OF UNKNOWN ANTENNA: 426' TOP OF UNKNOWN ANTENNA: 421' I (CARRIER) (SECTOR 12) ANTENNA/MOUNT TYPE/CABLE SCHEDULE (CARRIER) (SECTOR 17418) __I n_�_ 1_I_I_I SECTOR 7 8 9 BOTTOM OF UNKNOWN ANTENNA: 411' III '•� 1 BOTTOM OF UNKNOWN ANTENNA: 411' AZIMUTH 180' 0' 300' (CARRIER) (SECTOR 13) -. (CARRIER) 14) BOTTOM OF UNKNOWN ;♦:, (SECTOR 14 CABLE SIZE 7/8" 1 5/8" 7/8 ANTENNA: 411' / NO Cf CABLES/TONER FACE 1/2 1/2 1/2 (CARRIER) (SECTOR 15476) ANTENNA TYPE OMNI OMNI PANEL BOTTOM OF UNKNOWN ANTENNA: 411' ♦. MOUNT TYPE BOOM BOOM BOOM (CARRIER) (SECTOR 17618) / ANTENNA MFG UNKNOWN UNKNOWN UNKNOWN 1 ANTENNA MODEL UNKNOWN UNKNOWN UNKNOWN NUMBER OF ANTENNAS I 1 1 / • TOP OF UNKNOWN ANTENNA: 387' ; 4 (CARRIER) (SECTOR 19) / CARRIER UNKNOWN 1♦/ ANTENNA/MOUNT TYPE/CABLE SCHEDULE BOTTOM OF UNKNOWN ANTENNA: 383' 11 ►♦♦. SECTOR 10 11 12 (CARRIER) (SECTOR 19) 1 380' GUY POINTS AZIMUTH 180' 300' 60" AZIMUTHS 55', 175', 295'(TYP CABLE SIZE 7/8' 7/8- 7/8" 1 ) NO Q CABLES/LONER FACE 1/2 1/2 1/2 /♦. ANTENNA TYPE PANEL PANEL DIPOLE TOP OF UNKNOWN ANTENNA: 368 MOUNT TYPE BOOM BOOM BOOM (CARRIER) (SECTOR 20) r ANTENNA MEG CELL WAVE UNKNOWN UNKNOWN ANTENNA MODEL UNKNOWN UNKNOWN UNKNOWN .Im NUMBER OF ANTENNAS 1 1 1 TOP OF UNKNOWN ANTENNA: 350' BOTTOM OF UNKNOWN ANTENNA: 348' I • (CARRIER) (SECTOR 21422) (CARRIER) (SECTOR 20) IM♦ i_ld CARRIER UNKNOWN ♦ BOTTOM OF UNKNOWN ANTENNA 342' ANTENNA/MOUNT TYPE/CABLE SCHEDULE ♦, (CARRIER) (SECTOR 21422) SEC TOR 13 14 15 ;♦:. AZIMUTH 120' 240' 0' CABLE SIZE 7/8 7/8' 7/8 TOP OF UNKNOWN ANTENNA: }}4' 7. TOP OF UNKNOWN ANTENNA' 328' NO Q CARES/TONER FACE 1/2 1/2 1/2 (CARRIER) (SECTOR 23) ANTENNA TYPE OMNI DIPOLE OMNI 4(CARRIER) (SECTOR 24) MOUNT TYPE BOOM BOOM BOOM 1 __ . UNKNOWN UNKNOWN UNKNOWN BOTTOM OF UNKNOWN ANTENNA. 318' ANTENNA MFG ANTENNA MODEL UNKNOWN UNKNOWN UNKNOWN BOTTOM OF UNKNOWN ANTENNA, 312' _ r (CARRIER) (SECTOR 23) (CARRIER) (SECTOR 24) NUMBER OF ANTENNAS I 1 1 ►♦♦. 300' GUY POINTS CARRIER UNKNOWN TOP OF UNKNOWN ANTENNA: 254' (CARRIER) (SECTOR 25) 8. ♦. ANTENNA/MOUNT TYPE/CABLE SCHEDULE pU ;♦♦4 SECTOR 16 18 AZIMUTH 300' 60' 180' CABLE SIZE 7/8" 7/8' 7/8 I /. NO.OF CABLES/TONER FACE 1/2 1/2 1/2 BOTTOM OF UNKNOWN ANTENNA' 246' 1 F 1 246' GUY POINTS ANTENNA TYPE OMNI OMNI OMNI (CARRIER) (SECTOR 25) ,... MOUNT TYPE BOOM BOOM BOOM r ANTENNA MFG. UNKNOWN UNKNOWN UNKNOWN ANTENNA MODEL UNKNOWN UNKNOWN UNKNOWN NUMBER OF ANTENNAS 1 1 I TOP OF UNKNOWN ANTENNA: _ZW_ ,♦♦, (CARRIER) (SECTOR 26) . 235' GUY POINTS CARRIER UNKNOWN 1 ANTENNA/MOUNT TYPE/CABLE SCHEDULE BOTTOM OF UNKNOWN ANTENNA: 228 r (CARRIER) (SECTOR 26) SECTOR 19 20 21 1 CABLE S 120' 0' 12- ►♦ . CABLE SIZE 1 1/4" 7/8- 2- 1 NO Q CABLES/1010 FAQ I/2 1/2 I/2 A ,; ANTENNA TYPE OMNI OMNI OMNI MOUNT TYPE BOOM BOOM BOOM ANTENNA MFG UNKNOWN UNKNOWN UNKNOWN , ANTENNA MODEL UNKNOWN UNKNOWN UNKNOWN GROUND ELEVATIO (REF 0.0) NUMBER OF ANTENNAS I 1 1 2 GUY TOWER ELEVATION NOT TO SCALE GUY TOWER NOT TO SCALE JOB No 011815007 DATE: 9/18/00 •SPECTRA SITE TOWER ELEVATION REV. 0 COMMUNICATIONS ELGIN-1 SHEET 2 OF 3 SUITE 570 DRAWN GA/OC 2 CGGREVISION CITY OF ELGIN COLL040/16/O 8000 RECENCY PARKWAY, IL-0151 MCA JGA 1 SPA ADD CITY OF ELGIN COLLO 0/2/0 CARE,, NC 27511 ENO BY RENSION SATE, CARRIER UNKNOWN ANTENNA/MOUNT TYPE/CABLE SCHEDULE TOP OF UNKNOWN ANTENNA: _2,Oj_5' ♦/ (CARRIER) (SECTOR 27) Ir , SECTOR 22 23 24 BOTTOM OF UNKNOWN ANTENNA: 201' AZIMUTH 240' 120' 180'_ (CARRIER) (SECTOR 27) CABLE SIZE 1 5/8 7/8 7/8 TOP C.O.E ANTENNA: 1�Q�_ NO a CABLEZ/TONER FACE 1/z 1/z 1/2 (CARRIER) ►.�, PROPOSED CITY OF ELGIN ANTENNA TYPE OMNI OMNI OMNI A . ANTENNA ARRAY MOUNT TYPE BOOM BOOM BOOM RAD. CENTER OF ANTENNA: 180' I ANTENNA MFG. UNKNOWN UNKNOWN UNKNOWN ■ ANTENNA MODEL UNKNOWN UNKNOWN UNKNOWN NUMBER Of ANTENNAS 1 1 1 BOTTOM OF C 0 ANTENNA: 179.4' ,'., (CARRIER) 170' GUY POINTS TOP OF C 0 E ANTENNA: 1612 ._ ��:♦; PROPOSED CITY OF ELGIN (CARRIER) (CARRIER CITY OF ELGIN I RAD CENTER OF ANTENNA. 160 • ANTENNA/MOUNT TYPE/CABLE SCHEDULE 4 BOTTOM OF co.E ANTENNA. 159 a' SECTOR 1 2 3 (CARRIER) 41- (CARRIER)AZIMUTH 120 720' TOP OF UNKNOWN ANTENNA:CABLE SIZE 7/8" 7/E NUMBER OF CABLES 1 (CARRIER) (SECTOCTO R 28) ANTENNA TYPE PANEL PANEL MOUNT TYPE PER SO PER SCI BOTTOM OF UNKNOWN ANTENNA: 135' ANTENNA MFG CELWA UE (SECTOR 28) 13p' CUY POINTS ANTENNA MODEL AP881211-1470 TOP OF UNKNOWN ANTENNA: 128' NUMBER OF ANTENNAS 1 1 (CARRIER) (SECTOR 29) BOTTOM OF UNKNOWN ANTENNA- 126' 126' GUY POINTS CARRIER UNKNOWN (CARRIER) (SECTOR 29) ANTENNA/MOUNT TYPE/CABLE SCHEDULE TOP of UNKNOWN ANTENNA: iza5' (CARRIER) (SECTOR 30) I I ,♦ SEC TOR 25 26 27 BOTTOM OF UNKNOWN ANTENNA: 123' 4 AZIMUTH 60' 300' 60' CARRIER UNKNOWN • CABLE SIZE 7/8' 7/B" 7/8• (CARRIER) (SECTOR 30) ►♦♦, NO OF CABLES/TONER FACE 1/2 1/2 1/2 TOP OF UNKNOWN ANTENNA: 122' ANTENNA/MOUNT TYPE/CABLE SCHEDULE ANTENNA TYPE DIPOLE OMNI PANEL (CARRIER) (SECTOR 31) ,♦ SECTOR 34 35 36 MOUNT TYPE BOOM BOOM BOOM 4 AZIMUTH 120' 180' 180' BOTTOM OF UNKNOWN ANTENNA: 120' ANTENNA MFG. UNKNOWN UNKNOWN UNKNOWN (SECTOR F CABLE SIZE 1 2 7 4" 1 4 (CARRIER) ( ECTOR 31) / / / ANTENNA MODEL UNKNOWN UNKNOWN UNKNOWN , NO.CF CABLES/TONER FACE 1/2 1/2 1/2 NUMBER OF ANTENNAS 1 1 1 TOP OF UNKNOWN ANTENNA: 117' ♦, ANTENNA TYPE DISH DISH DISH (CARRIER) (SECTOR 32) i n li f A MOUNT TYPE BOOM BOOM BOOM IIIIII ►♦♦4 ANTENNA MFG. UNKNOWN UNKNOWN UNKNOWN CARRIER UNKNOWN ANTENNA MODEL UNKNOWN UNKNOWN UNKNOWN BOTTOM OF UNKNOWN ANTENNA' Ill' - ,.♦, NUMBER O<ANTENNAS 1 1 1 ANTENNA/MOUNT TYPE/CABLE SCHEDULE (CARRIER) (SECTOR 32) TOP OF UNKNOWN ANTENNA: 105 SECTOR 28 29 30 (CARRIER) (SECTOR 33) AZIMUTH 240' 120' 120' (I I I ♦, CARRIER UNKNOWN CABLE SIZE 1/2" /B N/A IIIIII • ANTENNA/MOUNT TYPE/CABLE SCHEDULE NO a CABLES/TONER FACE 1/2 1/2 0 BOTTOM OF UNKNOWN ANTENNA' 99' ANTENNA TYPE YAGI PANEL PANEL (CARRIER) (SECTOR 33) SECTOR 37 38 39 MOUNT TYPE BOOM BOOM BOOM AZIMUTH 300' 180' TOP OF UNKNOWN ANTENNA: 83' ANTENNA MFG. UNKNOWN UNKNOWN UNKNOWN CABLE SIZE 1/4' 1/4" ANTENNA MODEL UNKNOWN UNKNOWN UNKNOWN (CARRIER) (SECTOR 34) . N0.OF CABLES/1010 FACE 1/2 1/2 NUMBER OF ANTENNAS 1 1 1 BOTTOM OF UNKNOWN ANTENNA: .. : 81 ANTENNA TYPE DISH DISH (CARRIER) (SECTOR 34) MOUNT TYPE BOOM BOOM ,♦ ANTENNA MEG UNKNOWN UNKNOWN CARRIER UNKNOWN ' ANTENNA MODEL UNKNOWN UNNKNOWN NUMBER OF ANTENNAS 7 1 ANTENNA/MOUNT TYPE/CABLE SCHEDULE 11 ' SECTOR 31 23 33 ' 70' GUY POINTS AZIMUTH 10' 120' 120' TOP OF UNKNOWN ANTENNA: 17' , A CABLE SIZE 1/2" 1/2' 1/2' (CARRIER) (SECTOR 35) . NO OF CABLES/TONTR FACE 1/2 1/2 1/2 BOTTOM OF UNKNOWN ANTENNA: 15' ANTENNA TYPE OMNI YAGI YAGI (CARRIER) (SECTOR 35) MOUNT TYPE BOOM BOOM BOOM ,TOP OF UNKNOWN ANTENNA: _I2___ ANTENNA MFG. UNKNOWN UNKNOWN UNKNOWN TOP OF UNKNOWN ANTENNA: 13' (CARRIER) (SECTOR 37) ANTENNA MODEL UNKNOWN UNKNOWN UNKNOWN (CARRIER) (SECTOR 36) ' / NUMBER OF ANTENNAS 1 1 1 , .. , BOTTOM OF UNKNOWN ANTENNA: 10' _ TOP OF UNKNOWN_ANTENNA: 11' (CARRIER) (SECTOR 36) .�, (CARRIER) (SECTOR 38) , BOTTOM OF UNKNOWN ANTENNA: 8' 0 (CARRIER) (SECTOR 37) BOTTOM OF UNKNOWN ANTENNA, 7' 4 (CARRIER) (SECTOR 38) 1 ■ 2 GUY TOWER GROUND ELEVATION (REF 0.0) NOT TO SCALE GUY TOWER ELEVATION NOT TO SCALE JOB No. 011815007 DATE: 9/18/00 �(�SPECTRA SITE TOWER ELEVATION REV 0 •COMMUNICATIONS ELGIN-1 DRAWN OAIOC 2 CGGR 8000 RECENCY PARKWAY, SUITE 570 EVISION CITY OF ELGIN COLLOFO/16/0 IL-0151 SHEET 3 OF 3 MCA JGA I SPB ADO CITY OF ELGIN COLL010/2/0 CARY. NC 27511, 'NO_BY REVISION ,JA TI, EXHIBIT"B" DESCRIPTION OF EASEMENTS Over,under,through and around the below described parcel to a public right of way. THAT PART OF THE EAST 1/2 OF SECTION 24,TOWNSHIP 41 NORTH, RANGE 7, EAST OF THE THIRD PRINCIPAL MERIDIAN, DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHWEST CORNER OF SOUTHEAST 1/4 OF SAID SECTION 24; THENCE NORTH 01 DEGREES 20 MINUTES 24 SECONDS EAST ALONG THE WEST LINE OF SAID SOUTHEAST 1/4, 313.5 FEET; THENCE NORTH 41 DEGREES 00 MINUTES 0 SECONDS EAST ALONG A LINE WHICH LF EXTENDED WOULD INTERSECT THE NORTH LINE OF SAID SOUTHEAST 1/4 AT A POINT 618.75 FEET WEST OF THE NORTHEAST CORNER OF SAID SOUTHEAST 1/4, 2,838.88 FFFT TO THE CENTER LINE OF WATER ROAD; THENCE SOUTH 41 DEGREES 00 MINUTES Ob SECONDS WEST ALONG THE LAST DESCRIBED LINE, 950.0 FEET FOR THE POINT OF BEGINNING, THENCE NORTH 52 DEGREES 18 MINUTES 07 SECONDS WEST, 530.35 FEET; THENCE NORTH 41 DEGREES 00 MINUTES 00 SECONDS EAST 756.31 FEET TO SAID CENTER LINE OF WATER ROAD;AND NORTH 71 DEGREES 57 MINUTES 10 SECONDS WEST ALONG SAID CENTER LINE 459.57 FEET TO THE CENTER LINE OF NESTLER ROAD; THENCE SOUTH 43 DEGREES 00 MINUTES 00 SECONDS WEST ALONG SAID CENTER LINE, 793.49 FEET; THENCE SOUTH 52 DEGREES 18 MINUTES 07 SECONDS EAST, 981.98 FEET TO A LINE DRAWN SOUTH 41 DEGREES 00 MINUTES 00 SECONDS WEST FROM THE POINT OF BEGINNING; THENCE NORTH 41 DEGREES 00 MINUTES 00 SECONDS EAST ALONG SAID LINE, 189.90 FEET TO THE POINT OF BEGINNING,IN PLATO TOWNSHIP,KANE COUNTY,ILLINOIS_ SpectraSite reserves the right to survey the Property or portion thereof,and the legal description of the Property on the survey obtained by SpectraSite shall then become Exhibit"E", which shall be attached hereto and made a part hereof,and shall control in the event of discrepancies between it and Exhibit"A". TALA no relo 05082001 k Licensor's Name/# Elgin#1/IL-0151 (� 7 Licensee's Namel# Nestler Site/#4 • O TOWER MANAGEMENT AGREEMENT THIS TOWER MANAGEMENT AGREEMENT ("Agreement") is made as of the ,5r4 day of , 2000, by and among SpectraSite Communications, Inc., a Delaware corporation ("Manager") and Lodestar Towers California, Inc., a Delaware corporation, Lodestar Towers Central, Inc., a Delaware corporation, Lodestar Towers Mid-Atlantic, Inc., a Delaware corporation, Lodestar Towers Northeast, Inc., a Delaware corporation, and Spurs of Missouri, Inc., a Missouri corporation (collectively,"Lodestar Wireless Entities"). RECITALS Lodestar Wireless Entities are wholly-owned indirect subsidiaries of Manager and own certain wireless telecommunications towers (the "Towers"). The Towers shall only be deemed to be such owned or managed wireless telecommunications towers,and shall not include any broadcast towers owned or managed by Lodestar Wireless Entities. Lodestar Wireless Entities and Manager have agreed to enter into this Agreement, pursuant to which Manager, from and after the date hereof, shall manage the marketing, leasing and operation of the Towers. AGREEMENTS For and in consideration of the foregoing recitals and the mutual covenants and agreements contained herein and the mutual benefits to be derived therefrom, Lodestar Wireless Entities and Manager hereby agree as follows: 1. Appointment of Manager. Lodestar Wireless Entities hereby designate Manager, and Manager hereby accepts such designation, as exclusive manager and leasing agent for the Towers, upon the conditions and for the terms set forth herein. 2. Term. The appointment of Manager shall become effective as of the date hereof and shall continue until terminated by either party upon sixty (60) days prior written notice to the other party. 3. Duties of Manager. The authority of Manager to carry out the duties specified in this Section 3 shall be subject to the right of Lodestar Wireless Entities, after consultation with Manager, to perform certain functions itself and to direct Manager to take or omit to take actions specified by Lodestar Wireless Entities and to otherwise supervise the conduct of the business of the Towers by Manager. Subject to the foregoing, and in each case where the actions of Manager hereunder would not violate any license, contract, law or regulation applicable to the Towers, Manager shall have the following authority and responsibilities: 3.1 Supervision. Manager shall supervise and conduct the day-to-day operations of the Towers in the ordinary course of business. 3.2 Maintenance of Towers. Manager shall supervise the maintenance of the Towers and provide for normal repairs, replacements and maintenance and for such capital improvements as are necessary or appropriate to maintain the Towers. 3.3 Employees, etc. Manager shall be responsible for employing or contracting for all labor, material, supplies and equipment necessary for the operation of the Towers. Tower Management Agreement 1 07/07/00 lodestar/SpectraSite Communications 111 • 3.4 Negotiation of Contracts. Manager shall negotiate all contracts and perform all tasks necessary for the operation, maintenance, budgeting, servicing, repair, protection, improvement, expansion, upkeep, leasing and other management of the Towers. Lodestar Wireless Entities hereby appoint Manager as attorney-in-fact, which appointment is coupled with an interest, and authorizes, directs and empowers Manager, as its attorney-in-fact, and in Manager's discretion, to negotiate,enter into and execute any such agreements. 3.5 Filings. Manager shall supervise the preparation and filing of all federal, state and local reports, returns and statements with respect to the Towers as may be required by ordinances, FCC and FAA regulations, or as otherwise required by applicable law. 3.6 Records. Manager shall keep or cause to be kept all necessary books and records of all affairs relating to the Towers in conformity with generally accepted accounting principles consistently applied and other record keeping practices customary in the industry. Originals or copies of such books and records shall be maintained at the principal office of Manager and shall be open to inspection and examination by Lodestar Wireless Entities or its representatives at any reasonable time during the term of this Agreement. 3.7 Representation. To the extent appropriate, Manager shall represent Lodestar Wireless Entities and the Towers before all governmental authorities with respect to any matter necessary or desirable to the efficient management thereof. 3.8 Collection of Revenues; Payment of Expenses. Manager shall supervise the collection of all fees, charges and other revenue and compensation due with respect to the Towers for the benefit of Lodestar Wireless Entities, and shall supervise the payment of the expenses and obligations with respect to the Towers. Manager shall be entitled to reimbursement for all costs and expenses it incurs in connection with the performance of its obligations hereunder. Manager shall not be required to use any of its own funds in connection with such performance. 3.9 Compliance. Manager shall take all necessary action to operate and manage the Towers in compliance, in all material respects, with all applicable governmental permits relating to the Towers and all applicable laws, rules, regulations and orders of any federal, state, county or municipal authority having jurisdiction over the"Powers. 3.10 Marketing, Etc. Manager shall supervise all marketing, sales promotion and advertising for the Towers. 3.11 Insurance. Manager will obtain and maintain liability and other insurance covering and insuring the Towers in such amounts as is usual and customary in similar businesses and such insurance shall name Manager as an additional insured with respect to such insurance coverage. 4. Cooperation. Lodestar Wireless Entities and Manager shall fully cooperate with each other in fulfilling the provisions of this Agreement and shall act in good faith in performing their respective obligations under this Agreement. 5. Compensation of Manager. As compensation for its services hereunder, Manager shall be entitled to receive a fee of + per month from each of the Lodestar Wireless Entities. Tower Management Agreement 2 07/14/00 Lodestar/SpectraSite Communications • . 6. Indemnification of Manager. Lodestar Wireless Entities shall indemnify and hold harmless Manager and its affiliates and their respective directors, officers and employees (collectively, the "Manager Indemnitees") from and against any and all losses, claims, costs, damages, liabilities, expenses (including reasonable attorneys' fees and the costs incurred by Manager in enforcing its rights hereunder), whether or not arising out of third-party claims (collectively, "Losses") resulting from or arising out of (i) any breach by Lodestar Wireless Entities of its obligations under this Agreement, (ii) the operation of the Towers, or (iii) the performance by Manager of its obligations hereunder: provided, however, that no Manager Indemnitee shall be entitled to indemnification pursuant hereto to the extent the Loss suffered by it arose from its gross negligence or willful misconduct. Expenses incurred by Manager Indemnitees in defending any third-party legal action subject to this Section 6 shall, from time to time, be advanced by Manager prior to the final disposition of such legal action. 7, Miscellaneous. 7.1 Notices. Any notice, demand or request required or permitted to be given under the provisions of this Agreement shall be in writing, shall be addressed to the parties at the following addresses (or to such other address as any party may request in a notice delivered in accordance with this Section 7.1 to the other parties hereto)and shall be effective upon receipt: To Lodestar Wireless Entities: Lodestar Towers, Inc. 218 U.S. Highway One, Suite 300 Tequesta, FL 33469 Telephone: (561) 748-9300 To Manager: SpectraSite Communications 100 Regency Forest Drive, Suite 400 Cary, North Carolina 27511 Attn: Legal Department Telephone: (919)468-0112 7.2 Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns. No party hereto shall have the right to assign this Agreement without the written consent of the other party, nor shall this Agreement or any of the rights or obligations of the parties hereunder be transferable by operation of law or otherwise. 7.3 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NORTH CAROLINA (BUT NOT THE LAWS PERTAINING TO CHOICE OF LAW) AS TO ALL MATTERS, INCLUDING BUT NOT LIMITED TO MATTERS OF VALIDITY, CONSTRUCTION, EFFECT,PERFORMANCE AND REMEDIES. 7.4 Amendment. This Agreement may not be modified, altered, or amended in any manner except by agreement in writing duly executed by the parties hereto. 7.5 Counterparts. This Agreement may be signed in one or more counterparts,each of which shall be deemed an original. (Remainder of Page Intentionally Left Blank) Tower Management Agreement 3 07/07/00 Lodestar/SpectraSite Communications • II • IN WITNESS WHEREOF,the parties have executed this Agreement as of the day and year first above written. LODESTAR WIRELESS ENTITIES: Lodestar Towers California,Inc., a Delaware corporation By: Name: en Scott Title: Vice President State of Florida ) � ss: County of TO-1'!h &e,10/111 ) Before me, O .)\ 66,A- the undersigned, a Notary Public for the State, personally appeared Paul Scott, as Vice President of the corporation, personally known to me (or proved to me on the basis of satisfactory evidence)to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument,the entity upon behalf of which the person acted,executed the instrument. cc R✓G4, -- " i;, :c -;- ii ., • ;'al this day o July, 2000. _�• MY COMMISSION t CC 753884 4��c:7 EXPIRES:June 23,2002 sr.:.-Ql+- Bondod TMu Notify Public UndI i1 otary Public (Notary Seal) My Commission expires: Lodestar Towers Central,Inc., a Delaware corporation _.-7 By. Name: ul Scott Title: Vice President State of Florida ) 94-3- (� ) ss: County of W 1� ) Before me, 4i1\ -J O the undersigned, a Notary Public for the State, personally appeared Paul Scott, as Vice President of the corporation, personally known to me (or proved to me on the basis of satisfactory evidence)to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument,the entity upon behalf of which the person acted, executed the instrument. '„`,',t/ 4V v�-�r f r► is .. 1 11 . 1 1 . i 1 'al seal this. day of Jety, 2000. :#s ;: NICOLE N I WAGNER ;.: 4•. :,� MY COMMISSION�CC 753884 V+�-%�'� EXPIRES:June 23,2002 N ary Public l "�Pfi Sr: , Bonded Thru Notary Pubic UndenwiNrs tater .• .1 . My Commission expires: Tower Management Agreement 4 07/07/00 Lodestar/SpectraSite Communications , , 410 • • Lodestar Towers Mid-Atlantic,Inc., a Delaware corporation By: Name:Sul Scott Title: Vice President State of Florida ) ss: County ofc/LI,VVt &601 ) Before me, VOA 'DO- the undersigned, a Notary Public for the State, personally appeared Paul Scott, as Vice President of the corporation, personally known to me (or proved to me on the basis of satisfactory evidence)to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument,the entity upon behalf of which the erson acted, executed the instrument. -_ M,_ ___.. c,. : ..i..__._.. • .eal this '�r ay of 3erly, 2000. �� r+. NICOLE WAGNER�. ,., ';. MY COMM►SSION i CC 753884 N..ia EXPIRES:June 23 2002 ditia lg•'�PI;;: Brndealnru;lWery PubNcU�+ibro ry Public •otary ea My Commission expires: Lodestar Towers Northeast,Inc., a Delaware corporation / By: / Name:'-Paul Scott Title: Vice President State of Florida ) � ss: County of a`'M tad ) Before me, @a�� 3 the undersigned, a Notary Public for the State, personally appeared Paul Scott, as Vice President of the corporation, personally known to me (or proved to me on the basis of satisfactory evidence)to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument,the entity upon behalf of which the person acted, executed the instrument. VU1TAIFlCC my b*ncl and nffiriaj seal this`5 day of 34y, 2000. �'�,.•_,,,.. NICOLE WAGNER J4� iy� 'I'�.Z s, MY COMMISSION f CC 753884 EXPIRES'June 23,axe 44,0 eoneeemn,troimyRime u N ry Public itt-7 o ary ea My Commission expires: Tower Management Agreement 5 07/07/00 Lodestar/SpectraSite Communications • Spurs of Missouri,Inc., a Missouri corporation By- Name:.' ul Scott Title: Vice President State of Florida County Vt�wl!1 ) ss: Coun of yaly„, Before me, Qcp,ki 6A- the undersigned, a Notary Public for the State, personally appeared Paul Scott, as Vice President of the corporation, personally known to me (or proved to me on the basis of satisfactory evidence)to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument,the entity upon behalf of which theiperson acted,executed the instrument. ty'7J Av(rat r maThjFCC ,r,�,h, �,,,t^47-;..meal this day of ,2000. •, """iiy' NICOLE WAGNER ■ 1._5, ,• : MY COMMISSION t CC 753884 `■1/ IL nf, Banded EXPIRES:Er y Li mgrs N. .ry Public oary ea My Commission expires: (Manager Signature on Following Page) Tower Management Agreement 6 07/07/00 Lodestar/SpectraSite Communications • • MANAGER: SpectraSite Communications, Inc., a Delaware corporation By: �- Name: Title:FA ( ,t State of North Carolina ) ) ss: County of 1,Na,(C.2. _ ) Before me, f i(O1 i a (p - tOc k rvithe undersigned, a Notary Public for the State, personally appeared' ?-C c t rk S. v r v 2 , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the( w the entity upon behalf of which the person acted, executed the instrument. �t �. D0 '!'/i ititicas WITNESS andeal this �1 day of July,2000. ct-r \10TAR 's • i _ L I *** s - S. t _ - Notary 'li•lic (Notary *OA. PUBUCi i U C OU N�o%•� My Commission''l1ilt il. q 4'(0 3 Tower Management Agreement 7 07/07/00 Lodestar/SpectraSite Communications • BILL OF SALE Sellers, Frederick W. Hiort, Jr., individually, and Elgin Tower #1, Inc., an Illinois Corporation (Hiort and DeKalb Tower collectively referred to as "Seller"), of 2235 Gateway Dr., Sycamore, IL, 60178, in consideration of Ten and no/100 dollars ($10.00), receipt of which is hereby acknowledged,do hereby sell,assign,transfer and set over to Buyer, Lodestar Towers Mid- Atlantic,Inc_,a Delaware Corporation,the following described personal property: ALL ASSETS OF SELLER USED EXCLUSIVELY IN THE BUSINESS HERETOFORE CARRIED ON BY THE SELLER AT THE SITE LEGALLY DESCRIBED ON THE EXHIBIT "A" HERETO, INCLUDING BUT NOT LIMITED TO, ALL TOWERS, TOWER EQUIPMENT, TOWER SHELTERS, BUILDING EQUIPMENT AND FIXTURES, GENERATORS, LAND USE PERMITS, EXISTING AND TARGET CUSTOMER LISTS; AND, SPECIFICALLY, THOSE ITEMS IDENTIFIED ON THE EXHIBIT"B"HERETO. Sellers represent and warrant to Buyer that Sellers are the absolute owners of said property, that said property is free and clear of all liens,charges and encumbrances,and that Sellers have full right,power and authority to sell said personal property and to make this bill of sale. SELLERS EXCLUDE ALL WARRANTIES, EXPRESS OR IMPLIED, AS TO ITS (THEIR) CONDITION, DESCRIPTION, QUALITY, PRODUCTIVE- NESS, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR ANY OTHER MATTER. If this bill of sale is signed by more than one person,all persons signing shall be jointly and severally bound hereby. IN WITNESS WHEREOF, Sellers have signed and sealed this bill of sale at Sycamore, Illinois,this I oh'L _ , 1998. Freder ick W.Hiort,ic-4krvA. ly Elgin Tower#1,Inc_ By: �/s''/■ 40 Frederick W.Hiort,its '.Pi.-nt duly authorized S 1M1L • • STATE OF ILLINOIS ) COUNTY OF DEKALB ) SS I,Marc J. Strauss, a notary, in and for said County,in the State aforesaid, do hereby certify that Frederick W.Hiort, Jr.,personally known to me to be the President of Elgin Tower#1,Inc.,an Illinois corporation,whose name is subscribed to the foregoing instrument,appeared before me this day in person and acknowledged that individually and as such President he signed and delivered the said instrument as his and its free and voluntary act,for the uses and purposes therein set forth. Given under my hand and notarial seal,this l%lday of 0 cho‘).er , 1998. Notary Pub ' OFFICIAL SEAL MARC J STRAUSS NOTARY PUBLIC,STATE OF 1L1IUO1S MY COMMISSION EXPIRES=05109/02 wnrwwwnnn� • wink 11111 • EXHIBIT A THAT PART OF THE EAST 1/2 OF SECTION 24,TOWNSHIP 41 NORTH, RANGE 7, EAST OF THE THIRD PRINCIPAL MERIDIAN, DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHWEST CORNER OF SOUTHEAST 1/4 OF SAID SECTION 24; THENCE NORTH 01 DEGREES 20 MINUTES 24 SECONDS EAST ALONG THE WEST LINE OF SAID SOUTHEAST 1/4, 313.5 FEkiT; THENCE NORTH 41 DEGREES 00 MINUTES 0 SECONDS EAST ALONG A LINE WHICH IF EXTENDED WOULD INTERSECT THE NORTH LINE OF SAID SOUTHEAST 1/4 AT A POINT 618.75 FEET WEST OF THE NORTHEAST CORNER OF SAID SOUTHEAST 1/4, 2,838.88 FEET TO THE CENTER LINE OF WATER ROAD; THENCE SOUTH 41 DEGREES 00 MINUTES 00 SECONDS WEST ALONG THE LAST DESCRIBED LINE, 950.0 FEET FOR THE POINT OF BEGINNING; THENCE NORTH 52 DEGREES 18 MINUTES 07 SECONDS WEST, 530.35 FEET; THENCE NORTH 41 DEGREES 00 MINUTES 00 SECONDS EAST 756.31 FEET TO SAID CENTER LINE OF WATER ROAD; AND NORTH 71 DEGREES 57 MINUTES 10 SECONDS WEST ALONG SAID CENTER LINE 459.57 FEET TO THE CENTER LINE OF NESTLED ROAD; THENCE SOUTH 43 DEGREES 00 .MINUTES 00 SECONDS WEST ALONG SAID CENTER LINE, 793.49 FEET; THENCE SOUTH 52 DEGREES 18 MINUTES 07 SECONDS EAST, 981.98 FEET TO A LINE DRAWN SOUTH 41 DEGREES 00 MINUTES 00 SECONDS WEST FROM THE POINT OF BEGINNING; THENCE NORTH 41 DEGREES 00 MINUTES 00 SECONDS EAST ALONG SAID LINE, 189,90 FEET TO THE POINT OF BEGINNING, IN PLATO TOWNSHIP,KANE COUNTY, ILLINOIS. S S\SMITHSTR4USS01SeSS0ocuments\C4entsSBdB Towers\Bigin 1 Legal doc 1011/93 3:30 PM • • EXHIBIT B • 470'Tower 20' x 40'Equipment Shelter Fence 1 1S MITHSTRAUSS011E$1Documents'Ctfsnts\B&B TowerslEigin 1 Bill of Sale,doc 9/25/98 • S f . b ` i.• lry r! `N I r r • THIS AGREEMENT OF PURCHASE AND SALE(Agreement) is made as of the 31st day of July, 1998 BETWEEN ELGIN TOWER #1, INC., being a corporation formed under the laws of the State of Illinois;and FREDERICK W. HIORT,JR.,an Individual, Hereinafter referred to individually as a Seller and collectively as the Seller, -AND- LODESTAR TOWERS MID-ATLANTIC, INC., a corporation formed under the laws of the State of Delaware, Hereinafter referred to as the Buyer, recites as [allows: A. Seller is the owner of the communications tower sites(lands) and improvements thereupon located as follows: • (a) Lands situated in Kane County, Illinois and more particularly described in Annex A attached hereto(the Elgin#1 Site), such lands being hereinafter referred to collectively as the Freehold Real Property. B. Seller is the owner of Personal Property situated: (a) on the Elgin#1 Site as listed in Annex A such property being hereinafter referred to collectively as the Personal Property. C. Seller holds the interest of Lessor/Licensor relating to the use and operation of communications towers, transmitter buildings and chattels and equipment situated: (a) on the Elgin #1 Site as listed in Annex A, such interest being hereinafter referred to collectively as Landlord's Leasehold Property. • NOW THEREFORE, with reference to the foregoing recitals and in reliance thereon and in consideration of the purchase price hereinbelow set forth, and the other terms, covenants and conditions further set forth below, and other good and valuable consideration, the receipt and sufficiency of which arc hereby acknowledged, it is mutually covenanted and agreed by Seller and Buyer as follows: Definitions As used in this Agreement, the following terms shall have the following meanings: (a) Purchased Property "Purchased Property" shall mean all assets of the Seller (and each individual Seller) used exclusively in the business heretofore carried on by the Seller at the Elgin#1 Site,including but not limited to,all towers, • tower equipment, tower shelters, building equipment and fixtures, generators, land use permits existing and target customer lists, the entire interest of the Seller in the Freehold Real Property, the Personal Property and the Landlord's Leasehold Property listed in Annex A attached hereto,and all title documents existing with respect to the assets hereinbefore described, and all other equipment or assets used or useful • in the operation of the subject tower site. (b) Closing "Closing" shall mean the consummation of the purchase and sale of the Purchased Property contemplated by this Agreement, all as more particularly set forth below. (c) Date of Closing "Date of Closing"shall mean date Buyer and Seller may hereafter agree upon in writing,but in no event later than October 15, 1998,or such later extension date as contemplated in paragraph 1.(e)hereinbelow. (d) Effective Date "Effective Date"shall mean the Closing Date. (e) Bill of Sale "Bill of Sale" shall mean the Bill of Sale, which shall be delivered from the Seller to the Buyer at the Closing to convey clear and unencumbered title, except for "Permitted Exceptions," to Buyer of all that Personal Property described in Annex A hereinabove,and all other assets, property and fixtures of whatsoever type which might be effectively transferred to the Buyer by such document and that are • contemplated to be conveyed pursuant to the terms of this Agreement of 2 • • Purchase and Sale. If Buyer provides proper notice of objection to the title, or that any representations, warranties or covenants of Seller are untrue, prior to Closing, then Seller shall have twenty-one (21) days to remedy such defect, the Closing Date being extended for such period, if necessary. In the event that Seller shall fail to remedy any such defect • within said twenty-one (21) days, then, at Buyer's option, this Agreement shall be null and void, without default or breach by Seller, and the earnest money and interest shall be returned as Buyer's sole and exclusive remedy. Otherwise, Buyer shall proceed to close without adjustment and said objections shall thereafter be deemed a permitted exception. "Permitted Exception" shall also mean any lien or encumbrance shown on a commitment for title insurance with respect to the Freehold Real Property, or as shown on a Uniform Commercial Code Search, with respect to the Personal Property, which is not objected to by Buyer within five (5) business days of the presentation of the respective title insurance commitment or Uniform Commercial Code • search; provided, however, that liens of an ascertainable amount to be satisfied w proe Cloin and ral shall bmed permitted exceptions ce for all purposes sg if they e taxes paid at Closing deemed and further provided that Buyer shall have, at minimet um, regardless e of the provisions hereinabove ds stateat d, five (5) business days froth the date of execution of this Agreement of Purchase and Sale to object to any lien or encumbrance shown on the respective title insurance commitment or Uniform Commercial Code search, the Closing Date being extended for such period, if necessary. 2. Purchase and Sale Subject to the terms and conditions of this Agreement and for the consideration herein set forth, the Seller shall transfer and convey to the Buyer, free and clear of all liens, claims or encumbrances, and the Buyer shall purchase from the Seller, all of the Seller's right,title and interest in and to all the Purchased Property; 3. Purchase Price and Payment The purchase price (the Purchase Price) for the Purchased Property shall be Dollars to be paid or satisfied as follows: (a) — paid from Buyer to Richard Connor Riley & Associates, L.L.C., Attorneys and Agents for the Buyer, upon execution of this Agreement, to be held in escrow in an interest-bearing account, for the mutual benefit of the parties, pending completion of this transaction and to be applied to said • Purchase Price at the Closing; interest on this sum shall be payable to 3 • Seller if the transaction closes or there is a default by Buyer, and to Buyer if there is a termination of this Agreement without the fault of Buyer, (b) The balance of by immediately available funds, at Closing. The parties shall cooperate with one another and execute and deliver such escrow instructions and other documents and instruments and take such other actions as may reasonably be necessary to convey and transfer to and vest in the Buyer clear and unencumbered title, except for"Permitted Exceptions,"to the Purchased Property and to place the Buyer in possession and control thereof and to otherwise effectuate and consummate this Agreement of Purchase and Sale. 4. Representations,Warranties and Covenants of Seller • The Seller represents,warrants and covenants to Buyer that: (a) The Seller has, and shall transfer to the Buyer, good, valid and marketable title, subject to the "Permitted Exceptions," to all of the Purchased Property and that no part thereof is subject to any lien, • pledge, claim,mortgage, encumbrance or charge of any kind, except for the"Permitted Exceptions,"which shall not be paid off at Closing. (b) No individual, corporation or legal entity of any kind, other than the Seller, and tenants and licensees in possession, has any ownership interest in the Purchased Property and no consent, authorization or approval of any kind (other than required consents from Landlord/Licensors, Tenants/Licensees, and/or Mortgagees under instruments securing notes which will be paid at Closing) is required to be obtained from any third party in connection with the execution, delivery or performance of this Agreement by the Seller. (c) The Seller has obtained all applicable licenses and authorizations required from the Federal Communications Commission and the Federal Aviation Administration and is in compliance with all rules and regulations of said agencies and that there are no violations thereof outstanding. (d) The Seller's use and ownership of the Purchased Property does not and will not violate any applicable federal, state, county or local laws, ordinances,rules or regulations and that, without limitation,the Seller's use of the Freehold Real Property is in compliance with all applicable • land use controls and zoning and building regulations. 4 • (e) The Seller has full legal power and authority to enter into and perform this Agreement in accordance with its terms, and that this Agreement constitutes the valid and binding obligation of the Seller and each Seller,enforceable in accordance with its terms. (f) Other than Nations Media Partners (the Seller's broker/agent), the fees and expenses of which shall be paid by the Seller, no broker, finder, agent or similar intermediary has acted for or on behalf of the Seller in connection with this Agreement or the transactions contemplated hereby, and save as aforesaid, no broker, finder, agent or similar intermediary is entitled to any broker's, finder's or similar fee or other commission in connection therewith based on any agreement, arrangement or understanding with the Seller. (g) Toxic, caustic or other hazardous substances of any kind, including petroleum or petroleum by-products, are not now, and have never been, present on the Freehold Real Property or any part or portion thereof. (h) There is no pending litigation which affects the Purchased Property and, without limitation, there is no action, suit, claim, investigation or proceeding pending against, or threatened in writing against, or • otherwise affecting the Purchased Property before any court, arbitrator or other tribunal or any governmental or quasi-governmental body, agency or official. (i) From and after the date of this Agreement, until the consummation or termination thereof, the Seller agrees not to sell, convey, license, lease or do any other act to diminish or encumber or materially change the current status of title to the Purchased Property and specifically the Seller further agrees not to enter into, renew, extend, revise or modify any lease, rental agreement, license or tenancy affecting the Purchased Property, without first obtaining the express written consent of the Buyer. (j) All of the representations, guarantees, warranties and promises of the Seller made herein in Sections 4(a),(b),(e),(f),and(j) shall survive the Closing of this Agreement of Purchase and Sale for a period of two (2) years only and shall thereafter expire. All other representations, guarantees, warranties and promises of the Seller made herein shall be extinguished at Closing. Buyer acknowledges and agrees that it has not relied on, nor are there any representations, guarantees, warranties or promises made by Seller that are not contained in this Agreement. (k) Seller shall cooperate in Buyer's efforts to obtain estoppel certificates with respect to the Licenses/ eases to be assigned to Buyer. In the 5 . • • event Buyer shall receive information on such estoppel certificates prior to Closing to which it objects and within that period provides notice to Seller, then this Agreement shall be null and void, and the earnest money and interest thereon shall thereafter be returned to Buyer. 5. Representations,Warranties and Covenants of Buyer The Buyer hereby represents,warrants and covenants to the Seller that: (a) The Buyer has full legal power and authority to enter into and perform this Agreement in accordance with its terms, and that this Agreement constitutes the valid and binding obligation of the Buyer, enforceable in accordance with its terms. (b) No broker, finder, agent or similar intermediary has acted for or on behalf of the Buyer in connection with this Agreement or the transactions contemplated hereby, and no broker, finder, agent or similar intermediary is entitled to any broker's, finder's or similar fee or other commission in connection therewith based on any agreement, arrangement or understanding with the Buyer. (c) All of the representations, guarantees,.warranties and promises of the • Buyer made herein shall survive the Closing of this Agreement of Purchase and Sale. 6. Conditions Precedent to Buyer's Obligation to Close The obligation of the Buyer to consummate the transactions contemplated herein is subject to the following conditions. Said conditions are inserted for the Buyer's sole benefit and may be waived only in writing and only by the Buyer at its sole option. All of the stated conditions must be completed prior to or at Closing: (a) Title Commitments/Policies The Seller shall obtain, at its expense, for delivery at Closing an extended coverage Title Policy issued by Chicago Title Insurance Company in a form satisfactory to the Buyer, stipulating liability of the insurer with respect to the Freehold Real Property in an amount equal to the Purchase Price hereinabove stated. The Buyer acknowledges and agrees that it shall obtain at its sole cost any required surveys of the subject Freehold Real Property. The Buyer further acknowledges and agrees that it shall accept said title policy without extended coverage as to unrecorded easements,unless Buyer presents documentation, obtained at its sole cost and expense, sufficient to induce the insurer to waive the title exceptions relating to any such unrecorded easements. • 6 (b) Hazardous Substance and Environmental Audit Buyer shall have been satisfied as to all environmental issues relating to the Purchased Property including, without limitation, satisfaction that hazardous substances of any kind, do not now exist and have not previously existed on the Freehold Real Property. (c) Waiver of Right of First Refusal The Seller shall obtain written release or waiver of any rights of first refusal affecting any of the items of Purchased Property from any and all entities enjoying or possessing any such rights. (d) Representations and Warranties True at Closing The representations and warranties of the Seller contained in Section 5 of this Agreement shall be true on the Date of Closing, in all material respects, as though such representations and warranties were made on, and as of,such date. (e) Compliance with this Agreement The Seller shall perform and comply with all agreements, promises and conditions required by this Agreement to be performed or complied with by it at or prior to Closing. • (f) UCC Search Returns The Seller shall have received returns of Uniform Commercial Code searches confirming the absence of liens, encumbrances or security interests in any way affecting the Purchased Property, except for "Permitted Exceptions." (g) Due Diligence Prior to Closing, the Seller shall make available to the Buyer, Buyer's counsel, engineers, architects, consultants, accountants and other agents and representatives, full access to the Freehold Real Property and the books, contracts and records relating to the Purchased Property. To facilitate completion of the transaction, the Seller may agree;but will not be required, to provide access to the Seller's suppliers, representatives and employees during such period for the provision of information relating to operations involving the Purchased Property. The Seller shall make reasonable accommodations for the Buyer or its representatives to determine the structural integrity and satisfactory condition of all lands, structures or buildings; including but not limited to towers, equipment shelters or other buildings or structures, contemplated to be conveyed hereunder to Buyer and to conduct all other customary and necessary acts of"due diligence"to determine the accuracy of all the Seller's representations, warranties and covenants made herein and to • 7 determine the adequacy,safety and usefulness of all items of Purchased Property for their intended purpose and use- 7. Conditions Precedent to Seller's Obligation to Close The obligation of the Seller to consummate the transactions contemplated herein is subject to the following conditions, inserted for the Seller's sole benefit and which may bel waived solely by the Seller only in writing at its sole option: (a) B&B Beepers License Agreement Prior to Closing, the Buyer, a5 Licensor, shall have entered into a Master License Agreement with the Seller, or permitted nominee, as Licensee, substantially in the form set out in Annex B, attached hereto, with respect to the existing paging equipment installations and • attachments operated by B&B Beepers, all fora term not to exceed three(3)years. (b) Representation and Warranties True at Closing The representations and warranties of the Buyer contained in this Agreement, or in any certificate or document signed by the Buyer pursuant to the provisions hereof, shall be true on, and as of Closing, in all material respects as though such representations and warranties were made on, and as of, such date, (c) Compliance with this Agreement The Buyer shall have performed and complied with all agreements and conditions required by this Agreement to be performed or complied with by it on or prior to Closing. 8. The Closing Closing shall occur on or before October 15, 1998,or to such extension date as stated in paragraph l.(e) hereinabove, and at such time and place as the parties may mutually - agree,and shall be closed through a deed and money escrow,the cost of which shall be shared equally by the parties. A. At Closing, the Seller shall deliver or cause to be delivered to the Buyer the following documents: (a) Executed Warranty Deeds conveying title to the Freehold Real Property from the Seller to the Buyer, or its nominee, free and clear of all liens and encumbrances, pledges, restrictions and hypothecations of any kind,except for the"Permitted Exceptions;" • 8 • (b) An executed Bill of Sale for the Personal Property to Buyer, or its nominee, which provides for the assignment of any warranties on such Personal Property which may still be in effect, in form and substance as described hereinabove; (c) The original, filly-executed Leases and Licenses, or summary of oral leases or licenses, affecting the Purchased Property, with all existing riders, amendments, extensions, revisions and guarantees thereto, together with the Seller's certification that such Leases and Licenses are the only lease and license agreements affecting the Purchased Property; (d) Executed assignments of the Seller's interest in all Leases and Licenses affecting the Purchased Property to Buyer or its nominee; (e) An executed notice of lease assignment addressed to the Tenant; (f) Original surveys, blueprints, building plans, site plans, and specifications, operations manuals, or drawings of the structures and • improvements located upon the Purchased Property or pertaining to the Personal Property,if any, in the possession of the Seller; (g) Current searches covering Uniform Commercial Code filings against the • Seller in the relevant local County Offices of the Recorder of Deeds and in the Office of the Illinois Secretary of State covering a date no earlier than fifteen (15) days prior to the Date of Closing revealing that there are no security interests,other than"Permitted Exceptions,"affecting the Purchased Property; (h) Certified corporate resolutions of the Seller or Sellers (in duplicate) authorizing the execution and delivery of this Agreement, the performance by the Seller of all obligations on the part of the Seller to be performed hereunder, and the consummation of this transaction in a form reasonably satisfactory to the Buyer's counsel and sufficient to induce the Title Insurer to issue its current ALTA form Owner's Title Insurance Policy with extended coverage; (i) State, county and municipal (if required) transfer tax declarations executed by the Seller; (j) ALTA statements executed by the Seller; (k) "ALTA Form"Owner's Title Policy, as to the Freehold Property to be conveyed hereunder, with extended coverage, issued by the Chicago Title Insurance Company, insuring the interests to be insured in the • Buyer or the Buyer's nominee in the amount of the purchase price with 9 extended coverage over the general exceptions contained in the commitments, containing only "Permitted Exceptions" otherwise permitted by this Agreement or such other title exceptions as the Buyer play elect to take subject to at Closing; (1) "I�IRPTA"certification; ( ) A . of all construction warranties, if any, within the Seller's possession, or contractual claims, if any, against contractors and subcontractors who worked on the improvements located upon the Purchased Property; (n) Certificates stating that such representations and warranties that survive Closing as contained herein are true and correct on the Date of Closing (said certificate may be added to the affidavit of title to be delivered at Closing); (o) Environmental Disclosure Document for Transfer of Real Estate if the Illinois Responsible Property Transfer Act applies, or if not, a letter of non-applicability; (p) The Seller's Affidavit regarding brokers' commission; • (q) Such other documents reasonably required by the title insurer in order to consummate the transaction contemplated by this Agreement; (r) Closing statement disclosing all customary charges, credits and prorations, including but not limited to prorations for rents/license payments and general taxes, title charges,transfer taxes, etc.; (s) An Affidavit of Title from the Seller to the Buyer regarding the Freehold Real Property to be conveyed; (t) The Seller shall pay the amount of any stamp tax imposed by State law on the transfer of the title, and shall furnish a completed Real Estate Transfer Declaration signed by the Seller in the form required pursuant to the Real Estate Transfer Tax Act of the State of Illinois and shall furnish any declaration signed by the Seller or meet other requirements as established by any local ordinance with regard to a transfer or transaction tax;any such tax required by local ordinance shall be paid by the party upon whom such ordinance places responsibility therefor; (u) General taxes for 1998 shall be prorated based upon 105% of the most current assessment. The parties shall reprorate said general taxes upon receipt of the actual bills;and to (v) An Indemnification Agreement, in a form reasonably satisfactory to the Buyer, which shall indemnify and hold the Buyer harmless from any and all bona fide claims, actions, suits, proceedings, costs, expenses, damages and liabilities, including reasonable attorney's fees arising out of any breach of a Seller's covenant or failure of any of such of the Seller's warranties as survive Closing contained in this Agreement or wherein the Buyer, its legal assigns or properties are named in any lawsuit, claim or action arising out of Seller's ownership or operation of the subject Purchased Property. 13. At Closing, the Buyer shall deliver or cause to be delivered to the Seller the following documents: (a) Acceptance of the Seller's Assignment of Leases; (b) Executed ALTA statement; (c) Certified corporate resolutions of the Buyer (in duplicate) authorizing the execution and delivery of this Agreement, the performance by the Buyer of all obligations on the part of the Buyer to be performed hereunder, and the consummation of this transaction in a form reasonably satisfactory to the Seller's counsel and sufficient to induce the Title Insurer to issue its current ALTA form Owner's Title Insurance Policy with extended coverage; (d) State, county and municipal (if required) transfer tax declarations executed by the Buyer; (e) Certificates stating that such Buyer representations and warranties as survive Closing as contained herein are true and correct on the date of Closing; (f) The Buyer's affidavit regarding broker's commission; (g) Such other documents reasonably reuircd by the title insurer in order to consummate the transaction contemplated by this Agreement; (h) Closing statement disclosing all customary charges, credits and prorations, including but not limited to prorations for rents/license payments and general taxes, title charges,transfer taxes,etc.;and (i) An Indemnification Agreement, in a form reasonably satisfactory to the Seller, which shall indemnify and hold the Seller harmless from any and all bona fide claims, actions, suits, proceedings, costs, expenses, It 0 damages and liabilities, including reasonable attorney's fees arising out of any breach of a Buyer's covenant or failure of any of such of the Buyer's warranties as survive Closing contained in this Agreement or wherein the Seller, its legal assigns or properties are named in any lawsuit, claim or action arising out of Buyer's ownership or operation of the subject Purchased Property. 9. General Covenants and Agreements of Buyer and Seller (a) Delivery of Possession Possession of the Purchased Property, subject to the rights of tenants/licensees,shall be delivered to Buyer at Closing. (b) Damage to or Destruction of Purchased Property Prior to Closing; Risk of Loss The provisions of the Uniform Vendor and Purchaser Risk Act of the ' State of Illinois shall not apply to this Agreement and, in lieu thereof, the parties agree as follows: (1) Until Closing, the Seller,at the Seller's expense or its Tenant or Tenants, shall keep the Purchased Property insured for its full insurable value against fire, extended coverage risks and other risks including vandalism and malicious mischief; (2) If,prior to Closing, any casualty damage to the Purchased Property occurs, • Buyer may elect to terminate this Agreement if the damage exceeds $1 00,000 or, regardless of the extent of the damage may elect to require the Seller to assign the insurance proceeds to Buyer. If Buyer elects to require the Seller to assign insurance proceeds, Buyer shall be entitled to settle the loss with the insurance carriers and the Seller agrees to furnish all necessary proofs of loss, assignments of claims and similar items. (c) Condemnation or Eminent Domain Proceedings Prior to Closing In the event between the date of this Agreement and the Closing, any condemnation or eminent domain proceedings are instituted which might result in the taking of all or any portion of the Purchased Property, the Seller shall immediately notify Buyer in writing of such occurrence, and thereupon Buyer may elect to: (1) Terminate this Agreement, in which event the initial moneys deposited (pursuant to paragraph 3.(a) hereinabove) and all interest thereon shall be returned to Buyer and all rights and obligations of the parties hereunder shall cease; (2) Elect to consummate this transaction and require the Seller to deliver to Buyer a duly executed assignment, in form and substance satisfactory to Buyer, of proceeds payable as a result of such Seller's rights to receive any such award for condemnation or eminent domain; (3) Buyer shall have thirty (30) days from the date of its receipt of written notice of such institution lbof proceedings within which to exercise its rights under subparagraph (1) 12 • or(2) of this Section. The Closing shall be delayed until Buyer makes such election, and if Buyer elects to consummate the transaction, the Closing shall be adjusted accordingly. (d) Further Assurances Prior to Closing The Seller and the Buyer shall,prior to the Closing, execute any and all documents and perform any and all acts reasonably necessary, incidental or appropriate to effectuate the purchase and sale and the transactions contemplated in this Agreement. (e) Non-Assumption of Liabilities Save as stated below, or except as specifically provided for herein, Buyer shall not assume or in any way be liable or responsible for any liabilities or obligations of the Seller of any nature whatsoever, including, without limitation, any obligations of the Seller resulting from events which occur prior to the Closing Date. (f) Assumed Liabilities and Limitations Thereon Buyer agrees to assume the liability of the Seller, if any, arising from and after the Closing with respect to, and solely with respect to, the leases and licenses that are assumed and assigned to Buyer at Closing. (g) Waivers,Amendments and Modifications of Provisions Waivers, amendments or modifications of any term or condition of this Agreement must be in writing signed by the party against whom such waiver is sought to be enforced. No waiver by any party of any breach hereunder shall be deemed a waiver of any other or subsequent breach. 10. Miscellaneous Provisions (a) Successors and Assigns Subject to the provisions hereof, the terms and provisions hereof shall be binding upon and inure to the benefit of the successors and assigns of the - parties hereto. (b) Meaning of Terms When necessary herein, all terms used in the singular shall apply to the plural, and vice versa, and all terms used in the masculine shall apply to the neuter and feminine genders, and vice versa. (c) Completion of all transactions The Closing of this Agreement is contingent on the prior or simultaneous completion and closing of all pending transactions between Buyer and Seller and/or all Seller controlled entities. If all such closings do not occur by October 15, 1998, this Agreement shall be null 13 • • and void, unless said date is extended by operation of the provisions of paragraph 1_(e) hereinabove or by other written mutual agreement of the parties. (d) Governing Law and Venue This Agreement is to be governed by and construed in accordance with the laws of the State of Illinois_ Any suit for specific performance brought hereon shall be brought in the state or federal courts sitting in the City of Chicago, Illinois, the parties hereto hereby waiving any claim or defense that such forum is not convenient or proper. l'.ach party hereby agrees that any such court shall have in personam jurisdiction over it and consents to service of process in any manner authorized by Illinois law. (e) Paragraph Headings The headings of the several paragraphs of this Agreement are inserted solely for convenience of reference and are not a part of and arc not intended to govern, limit or aid in the construction of any term or provision hereof. (f) Arbitration Any dispute, claim (other than a claim for specific performance) or • controversy arising under this Agreement shall be finally settled by arbitration in Chicago, Illinois. Whenever an arbitrable dispute arises, the parties shall use their hest efforts to agree upon an independent third-party arbitrator within fourteen(14) days with due regard in the selection process for the nature of the dispute and the circumstances surrounding same. In the event the parties are unable to agree on the selection of such an arbitrator, either party may then proceed in accordance with the rules and procedures of the American Arbitration Association(AAA)then in effect. An arbitrator shall have no power to change any of the provisions of this Agreement in any respect (nor shall the arbitrator have the power to make an award of reformation) and the jurisdiction of the arbitrator is hereby expressly limited accordingly. The parties agree that, with regard to any dispute, claim or controversy that is to be arbitrated (including those to be arbitrated in accordance with AAA rules and procedures), discovery in the nature of that allowed by the Federal Rules of Civil Procedure (Rules 26-37) will be afforded each party and any dispute with respect to such discovery shall also be settled by the arbitrator. • 14 • The cost of arbitration shall be borne by the unsuccessful party,except in the event that determination of success is not clear cut, in which case the cost of arbitration shall be allocated by the arbitrator, having due regard for the nature of the dispute, claim or controversy, the contentions of the parties, and the arbitrator's decision on the merits of the dispute. Judgment may be entered on the arbitrator's award in any court having jurisdiction. (g) Notices All notices, requests and other communications hereunder shall be in writing and shall be deemed to have been given if delivered by courier or other means of personal service, by UPS or Federal Express next day or overnight delivery, or if sent by telex or telecopy or mailed first class, postage prepaid, by certified mail, return receipt requested, addressed to: Buyer: Lodestar Towers Mid-Atlantic, Inc. Lodestar Center 218 U.S.Highway No. I Suite 300 Tequesta,Florida 33469 Attention: Mr. Ronald L. Gibbs President With a copy to: Richard Connor Riley&Associates, L.L.C. 7600 S. County Line Road,Suite 1 Burr Ridge,Illinois 60521 Phone:630-789-1900 Fax: 630-789-6655 Attention: Richard Connor.Riley Vincent J. Stout Seller: B &B Towers,Inc. 2235 Gateway Drive, Sycamore, Illinois 60178 Phone: 815-748-0420 • Attention: Mr. Frederick W. Hiort,Jr_ President 15 S With a copy to: Smith& Strauss Attorneys at Law 207 W. State Street, Pty Box 332 Sycamore, Illinois 60178 Phone: 815-895-4591 ext. 23 Fax: 815-895-4063 Attention: Marc J. Strauss All notices,requests and other communications shall be deemed received on the date of actual receipt as evidenced by written receipt, acknowledgment or other evidence of actual receipt. (h) Severability If any provision of this Agreement or the application thereof to any person or circumstance shall be invalid or unenforceable to any extent, the remainder of this Agreement and the application of such provisions to other persons or circumstances shall not be affected thereby and shall be enforced to the greatest extent permitted by law. 10 (i) Further Assurances on or After Closing Each party hereto agrees to do all acts and things and to make, execute and deliver such written instruments as shall be reasonably necessary to carry out the terms and provisions of this Agreement. (j) Other Parties Nothing in this Agreement shall be construed as giving any person, firm, corporation or other entity, other than the parties hereto, their successors and permitted assigns, any right, remedy or claim under or in respect of this Agreement or any provision hereof. (k) Counterparts This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed an original; such counterparts shall together constitute but one agreement. (I) Time of the Essence Time is of the essence in the performance of each of the duties and obligations of the parties hereunder and the satisfaction of each of the conditions precedent set forth herein. S 16 S (m) All understandings,written or oral, between Seller and Buyer relating to this transaction are contained in this Agreement. (n) Notwithstanding anything to the contrary contained herein; (a) Seller shall not be responsible to Buyer for any consequential, exemplary or punitive damages for any breach of this agreement, and (b) Any damages otherwise available to Buyer hereunder shall be limited, in aggregate,to the Purchase Price. (o) In the event of litigation between the Seller and the Buyer arising out of any dispute related to this Agreement of Purchase and Sale, the prevailing party in any such litigation shall be entitled to recover from the opposing party the reasonable costs, attorney fees and expenses incurred by the prevailing party in the course of such litigation. IN WITNESS WHEREOF,the parties hereto have executed this Agreement the day and year first hereinabove written. SELLER: 4111 ELGIN TOWER#1,INC. By: P.D.A • Its: P-oA.fri F Ick1.13. � Jr Pre,. Pv.A F,e_1.` ,t.t-1:-- ;;r, Frederi .Hiort,Jr. (an individual) BUYER: LODESTAR TOWERS ID-ATLANTIC,INC. By: Its: 11/()6ovJ-- • F:vodotrkb&bklginI.doc 17 • . . ANNEX A Elgin Tower#1. Also known as Plato Tower. A. Owned by:Elgin Tower#1,Inc.,an Illinois Corporation. B. Real Estate Owned. C. Legal Description. THAT PART OF EAST %2 OF SECTION 24, TOWNSHIP 41 NORTH, RANGE 7 EAST OF THE THIRD PRINCIPAL MERIDIAN, DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHWEST CORNER OF SOUTHEAST 'A OF SAID SECTION 24;THENCE NORTH 01 DEGREES, 20 MINUTES, 24 SECONDS EAST ALONG THE WEST LINE OF SAID SOUTHEAST 'A 313.5 FEET; THENCE NORTH 41 DEGREES, 00 MINUTES 0 SECONDS EAST ALONG A LINE WHICH IF EXTENDED WOULD INTERSECT THE NORTH LINE OF SAID SOUTH EAST 'A AT A POINT 618.75 FEET WEST OF THE NORTHEAST CORNER OF SAID SOUTHEAST 'A 2838.88 FEET TO THE CENTER LINE OF WATER ROAD; THENCE SOUTH 41 DEGREES, 00 MINUTES 00 SECONDS WEST ALONG THE LAST DESCRIBED LINE 950.0 FEET FOR THE POINT OF BEGINNING; THENCE NORTH 52 DEGREES, 18 MINUTES 07 SECONDS WEST, 530.35 FEET;THENCE NORTH 41 DEGREES,00 MINUTES, 00 SECONDS EAST 756.31 FEET TO SAID CENTER LINE OF WATER ROAD;AND NORTH 71 DEGREES 57 MINUTES, 10 SECONDS WEST ALONG SAID CENTER LINE 459.57 FEET TO THE CENTER LINE OF NESTLER ROAD; THENCE SOUTH 43 DEGREES, 00 MINUTES, 00 SECONDS WEST ALONG SAID CENTER LINE 793.49 FEET; THENCE SOUTH 52 DEGREES, 18 MINUTES, 07 SECONDS EAST 981.98 FEET TO A LINE DRAWN • SOUTH 41 DEGREES, 00 MINUTES,00 SECONDS WEST FROM THE POINT OF BEGINNING; THENCE NORTH 41 DEGREES, 00 MINUTES, 00 SECONDS EAST ALONG SAID LINE 189.90 FEET TO THE POINT OF BEGNNING,IN PLATO TOWNSHIP,KANE COUNTY,ILLINOIS. D. Personal Property to be Conveyed. 470'Tower 20'x 40'Equipment Shelter* Fence *may be personal,real or mixed property E. Licenses/Leases. Original Tenant/ Contact Term Contract Formal # Height Billing Amount Current Name Start Expiration Renewal dishes/ Date antennas Air Touch Paging 1/1/95 5 1/1/00 1 Top annually - ' Source One 3/15/95 5 3/15/00 1 490' monthly Wireless 1 dish Source One 4/23/96 5 4/23/01 1 482' monthly Wireless Ademco/ 12/20/95 5 12/20/00 1 433' monthly —� Radscan,Inc. American Paging 9/1/92 5 9/1/97 1 450' monthly II tTSR Paging 1 100' FBI < 1990 Indef 6/20/97 1 300' monthly w i Ill Dept.of 3/29/89 Special 1 440' quarterly Transportation Agreement JSM Telepage 5/3/93 5 5/3/98 1 365' monthly Mobilccomm 7/18188 2 7/18/90 1 Top monthly Mobilecomm of 5/15/88 2 5/15/90 1 Top monthly the N.E. M-Tel Skytel** ' 2/26/98 5 2/26/03 1 230' monthly M-Tel Skytel** 6/1/93 5 6/1/98 2 480' monthly 1 120' M-Tel-Skytel - 2/9/93 ' 5 2/9/98 11/26/97 1 480' monthly Pagan-art 9/10/96 5 9/10/01 1 _350' monthly Comtech/Americ 10/4/92 5 10/4/97 1 478' monthly an Satellite Pagenet Comtech 4/1/88 2 4/1/90 1 485' monthly American Satellite/Pagenet • Nextel 9/94 5 9/99 'T 3 Monthly Commuications III (delinquent fee still due) A#1 Cab,Inc. 10/22/96 ' 1 11/22/97 1 250' monthly + ' Nicomm 3 Top monthly Comtech 10!10/92 5 I0/10/97 1 60' monthly American Satellite/Pagenet Teletrac 6/10198 1 6/10/03 1 Top monthly .-....._ and any other current tenants or licensees **Tenant Estoppel Certificate indicates a name change. They crossed off Skytel and wrote : . .•Im"m'.."m'Iw'l'.•m•••l•mw■IImwimN•N0Im••■m••Im•1•w■•w■I•=■••I•0I•NIIiIirII•rNsENINg=l■mN•.11I' Mobilecomrn, Inc. . • Annex B Contract No.: 98-18-957,pages 1-43 inclusive,being the Master License Agreement between Lodestar Towers Mid-Atlantic,Inc.(Licensor)and B&B Beepers (Licensee),is hereby incorporated in its entirety by reference, and constitutes Annex B to The Agreement Of Purchase and Sale between Elgin Tower#1,Inc., and Frederick W.Hiort,Jr.(Sellers)and Lodestar Towers Mid-Atlantic,Inc_(Buyer). For reference;Said Master License Agreement is set forth in its entirety(pages 1-43 inclusive)as Annex B to that Agreement of Purchase and Sale between Sycamore Tower,Inc. and Frederick W. Hiort, Jr. • • .4 Spectra Site Spectra Site p p Collocation Application RETURN THIS APPLICATION TO: (E-MAIL IS PREFERRED) Date Received by SCI: 08-31-01 SpectraSite Communications,Inc. Revision Dates: 100 Regency Forest Drive,Suite 400 e-mail: Collocation(,spectrasite.com Cary,NC 27511 office: 919-468-0112 SCI Site Name: Elgin#1 Attn: Collocation Management fax: 919-465-3343 SCI Site Number: IL-0151 APPLICANT INFORMATION Applicant(Carrier): City of Elgin Contact Name: Deputy Chief James Burns Applicant Site Name: Nestler Site Contact Number: 847-289-2761 Applicant Site Number: #4 Contact Fax: 847-289-2750 Proposed ON AIR DATE: Fall 2001 Elgin Police Department Applicant Legal Entity Name: City of Elgin Contact Address: 151 Douglas Notice Address for Lease: 151 Douglas Elgin,IL 60120 Elgin,IL 60120 Billing Address: SAME Contact Email: deburns @cityofelgin.org ADDITIONAL CARRIER INFORMATION Leasing Contact Name/Number: Deputy Chief James Burns—847-289-2761 /Steve Janes,Motorola—847-538-6123 RF Contact Name/Number: Allen Bell, Motorola-847-538-6310 Construction Contact Name/Number: John Goldstein,Spectrasite Construction -847-545-8400 Emergency Contact Name/Number: Deputy Chief James Burns—847-289-2761 SPECTRASITE TOWER INFORMATION Latitude: 42 01 16 Existing Structure Type: Guyed Longitude: 88 23 08 Existing Structure Height: 471' Site Address: Nestler Road Elgin,IL 60123 County: Kane ANTENNAS Sector VI V2 V3 Desired Rad Center(Feet AGL) 180' 160' Antenna Quantity 1 1 Antenna Manufacturer Celwave Celwave Antenna Model(Attach Spec Sheet) AP88121 l-14T0 AP881211-14T0 Weight(per antenna) 121b 121b Antenna Dimensions 7.625"x5.0"x12.25" 7.625"x5,0"x12.25" ERP(watts) 74.1 Watts(48.7 dbm) 74.1 Watts(48.7 dbm) Antenna Gain 10.5db 10.5db Orientation/Azimuth 120 degrees 120 degrees Mechanical Tilt 0 Mech. 10 degree Phys. 0 Mech. 10 degree Phys. Channels 5 5 Mount Mfg and Model(Attach Spec Sheet) Per SCI Approval Per SCI Approval Tower Mount Dimensions Per SCI Approval Per SCI Approval Tower Mount Weight Per SCI Approval Per SCI Approval Tower Mount Mounting Height 180' 160' Transmit Frequency 855.2125/859.9875/ N/A 866.3250/866.6625/ 868.6250 Mhz Receive Frequency N/A 810.2125/814.9875/ 821.3250/821.6625/ 823.6250 Mhz Number of Coax Cables (PER SECTOR) 1 Diameter of Coax Cables 7/8" 7/8" Type of Service(i.e.CELLULAR,CDMA,GSM, Two-Way Simulcast Trunked Radio (ESMR) TDMA,PAGING): GROUND SPACE REQUIREMENTS Total Lease Area Dimensions Shared Shelter Space Requirements— 12' x 4'—(3)Full Equipment Racks Cabinet Pad Dimensions N/A Cabinet Manufacturer/Model N/A Shelter Pad Dimensions N/A Shelter Manufacturer/Model N/A POWER REQUIREMENTS AC Power: 120Volt Required Voltage and Total 120V/ 100A Amperage Collocation Application(ColloAp) Revised:10/15/01 1 ��.(OF F�Ci �y� Agenda Item No. City of Elgin E L March 22 , 2002 G #1 f TO: Mayor and Members of the City Council SAFE COMMUNITY FROM: Olufemi Folarin, Interim City Manager SUBJECT: Contract with Spectra Site Communications for a Fourth Radio Antenna Site PURPOSE The purpose of this memorandum is to provide the Mayor and members of the City Council with information to consider approving a lease agreement with Spectra Site Communications to locate the City' s fourth radio antenna site on their facility at Nestler Road, south of US Route 20 . BACKGROUND The expansion of the City to the west required the City-wide 800 MHz radio system be expanded to include a fourth radio site . This site was anticipated and became necessary in 2002 in anticipation of construction in the spring of 2002 . The City staff worked with Motorola to determine an optimal site for this antenna, with preference given to any existing towers that could accommodate the antenna, save the City money and reduce the need for any new antennas in the area. It was determined that an existing antenna (Site 151) belonging to Spectra Site on Nestler Road would be ideally-suited and negotiations were begun to secure the site for our use . A proposed agreement has been reached whereby the City would pay Spectra Site $8, 400 for the use of the antenna in 2002 with rights to extend the agreement for an additional four years, with increased lease rates of an additional 4 percent per year. This lease will save the City significant funds, with a new antenna site and facility estimated at over $350, 000, but the lease costing less than $150 , 000 over the 15-year expected life of the antenna panels . No additional antenna structures will be required and the antennas will be located at over 150 ' , higher than the City would likely have been able to build a tower. r r Spectra Site Antenna Lease March 22, 2002 Page 2 COMMUNITY GROUPS/INTERESTED PERSONS CONTACTED The City-wide radio committee, comprised of representatives from all radio users in the City, recommends the siting of this antenna on this structure . 0- AFINANCIAL IMPACT There are sufficient funds available in account number 276-0000- 791 . 92-36, Riverboat Lease Fund, project number 339756, for the initial $8, 400 payment . All future lease payments will need to be included within future years' budgets for the remaining years of the lease. EGAL IMPACT None . ALTERNATIVES Construction has already begun on this site with the approval of a contract with Motorola for construction on November 28, 2001 . The City may chose not to approve this lease, but the equipment already installed must be removed and relocated to another unknown site, delaying the completion of this site. RECOMMENDATION It is recommended that the City Council approve the completion of this lease agreement . Respectfully submitted, Olufemi ' .lari Inte' im 'ity Manager jb r