225-18 Exhibit to Resolution Providing Consent for Crown Castle to Sublease Monopole at Recycling Center.pdf

Exhibit “A”

/JJ - oro · 7 / 0£ /J:>PW /11f. p(easQIYJJ-/M GROUND LEASE AGREEMENT BETWEEN THE TOWNSHIP OF WEST ORANGE AND OMNIPOINT COMMUNICATIONS, INC. ("LICENSEE") CONCERING ELLISON AVENUE SITE 1. Premises and Use. Township of West Orange leases to Omnipoint Communications, Inc. the following site: Portion of property owned by the Township of West Orange situated adjacent to the West Orange Recycling Center, on Mt. Pleasant Avenue opposite Ellison Avenue, West Orange, known as Block 170, Lot 5.01 on the West Orange Tax Map, as shown on attached Exhibit A ("Ellison Avenue Site") shall be for the purpose of erecting a 150 foot cellular tree monopole and installing a pad to house the Licensee's necessary equipment ("Communication Facility"). Licensee shall have access to the Site across Lenape Trail. The Licensee will have reasonable access thereto and to the appropriate source of electric and telephone facilities, at Licensee's sole cost and expense. The Site will be used by Licensee the purpose of constructing, installing, removing, replacing, modifying, maintaining and operating, at its sole cost and expense a wireless communication facility. This shall include without limitation, antenna equipment, cable wiring, and related fixtures. Licensee will have access to the Site twenty-four (24) hours per day, seven (7) days per week. All approvals and construction shall be in conformance with all applicable laws. 2. Term. The term of this Agreement (the "Initial Term") i£ ten (I 0) years, commencing on the date ("Commencement Date") both Licensee and the Township of West Orange have executed this Agreement. This Agreement will be automatically renewed for three (3) additional terms (each a "Renewal Term") of five years each, unless Licensee provides the Township of West Orange with notice of intention not to renew. This notice must be ninety (90) days prior to the expiration of the Initial Term or any Renewal Term. 3. Rent. The rent, payable at the initial rate of $2,657.00 per month ("Initial Rent"), shall commence no later than the earlier of the following dates: (i) forty-five (45) days after issuance of a building permit; or (ii) sixty

t the initial rate of $2,657.00 per month ("Initial Rent"), shall commence no later than the earlier of the following dates: (i) forty-five (45) days after issuance of a building permit; or (ii) sixty (60) days after zoning and/or planning board approval. Rent is due no later than the first of each month payable to the Township of West Orange, 66 Main Street, West Orange, New Jersey 07052, Attention: Chief Financial Officer. The Initial Rent for each year, beginning in the sixth year and continuing in each Renewal Term, will increase by five percent (5%) per annum as provided in paragraph 4 immediately below. 4. Rent Adjustments. Commencing with the first full month of the sixth year, the Rent shall be increased after the end of each year during the term of the Lease, including any extensions, by five (5%) percent per annum.

5. Title and Quiet Possession. The Township of West Orange represents and agrees (a) that it is the owner of the Site; (b) that it has the right to enter into this Agreement; (c) that the person signing this Agreement has the authority to sign; (d) that Licensee is entitled to access to the Site at reasonable times and to the quiet possession of the Site throughout the Initial Term and each Renewal Term so long as Licensee is not in default beyond the expiration of any cure period; and (e) that the Township of West Orange will not have unsupervised access to the Site or to the wireless communications equipment except in the event of an emergency. In the event of an emergency, the Township of West Orange will make reasonable efforts to notify Licensee. Licensee shall provide the Township with an emergency phone number and contact person whom is available at all times. 6. Assignment/Subletting. This Agreement may be sold, assigned, or transferred by Licensee to its principal affiliates, subsidiaries of its principals, or to any entity which acquires all, or substantially all, of Licensee assets in the market defined by the FCC. As to other parties, this Agreement may not be sold, assigned, or transferred without written consent of the Township of West Orange, which consent shall not be unreasonably delayed or withheld. In the event of an assignment, Licensee shall be required to provide the Township of West Orange with notice including an address, contact, and telephone number within thirty (30) days. Licensee is also required to provide all documentation evidencing that the assignee or transferee is fully liable and accepts all the terms and conditions of the agreement within thirty (30) days of the assignment 7. Notices. All notices must be in writing and are effective only when deposited in the U.S. mail, certified and postage prepaid, or when sent via overnight delivery, to the address set forth below. 8. Improvements. Licensee may, at its expense, make such improvements on the Site, as it deems necessary from time to time for operation of the wireless communications system in accordance with applicable law. The Township of West Orange agrees to cooperate with Licensee with respect to obtaining any required approvals or courtesies for the Site and such improvements. Upon termination or expiration of this

The Township of West Orange agrees to cooperate with Licensee with respect to obtaining any required approvals or courtesies for the Site and such improvements. Upon termination or expiration of this Agreement, Omnipoint shall remove its equipment and improvements and will restore the site to the sanie or better condition as exists on the Commencement Date, except for ordinary wear and tear, within ninety (90) days of such termination or expiration. However, the Township of West Orange; at its option, may request that the Successful Bidder leave all site improvements including the Tree Monopole. If the Township so requests, said improvements and structures shall become the property and responsibility of the Township of West Orange in their "as is" condition at the date the site is relinquished to the Township and an appropriate Bill of Sale shall be executed. Notwithstanding the foregoing, Omnipoint shall have the right to remove its antennas and equipment cabinets, which shall be considered Omnipoint's personal property. 9. Compliance with Laws. The Township of West Orange represents that it's property (including the Site), and all improvements located thereon, are in compliance with building, life/safety, disability and other laws, codes and regulations of applicable governmental 2

authorities. Licensee will comply with all applicable laws relating to its possession and use of the Site. 10. Interference. Licensee shall promptly resolve technical interference problems with other equipment located at or near the Site if interference is caused by Licensee. In addition, Township of West Orange will not use, nor will Township of West Orange permit its employees, tenants, licensees, invitees or agents to use, any portion of the Ellison Avenue Site in any way which unreasonably interferes with the operations of Licensee or the rights of Licensee under this Agreement. Township of West Orange will attempt to cause such interference to cease within five ( 5) business days after receipt of written notice of interference from Licensee. In the event such interference does not cease within the aforementioned cure period then the parties acknowledge that Licensee will suffer irreparable injury, and therefore, Licensee may have the right, in addition to any other rights that it may have at law or in equity, for the Township of West Orange's breach of this Agreement, to elect to enjoin such interference or to terminate this Agreement upon notice to Township of West Orange. 11. Utilities. Licensee shall pay for all utilities used by it at the Site. The Township of West Orange will cooperate with Licensee in its effort to obtain utilities from the servicing utility, including signing any easement or other instrument reasonably required by the utility company. 12. Termination. This Agreement may be terminated, without penalty or further liability, as follows: (a) by either party on thirty (30) days prior written notice, if the other party remains in default under Paragraph 13 Default and Right to Cure of this Agreement after the applicable cure periods; (b) by Licensee upon written notice to Township of West Orange, if Licensee is unable to obtain, or maintain, any required approval(s) or the issuance of a license or permit by any agency, board court or other governrnental authority necessary for the construction or operation of the Communication Facility as now and hereafter intended by Licensee; or (c) by Licensee on sixty (60) days prior written notice for any reason, so long as Licensee pays the Township of West Orange a termination fee equal to twelve (12) months Rent, at the then current rate, provided,

see on sixty (60) days prior written notice for any reason, so long as Licensee pays the Township of West Orange a termination fee equal to twelve (12) months Rent, at the then current rate, provided, however, that no such termination fee will be payable on account of termination of this Agreement by Licensee under any one or more of 12(b) Termination, 13 Default, 15(d) Hazardous Substances, 22 Severability, 23 Condenmation or 24 Casualty of this Agreement. (d) Licensee may terminate this Agreement with thirty (30) days written notice to the Township of West Orange without further liability if Licensee does not obtain all governrnental approvals needed which are within the control of the Township of West Orange after Licensee has taken all steps necessary and met all requirements needed to obtain such approvals, or if the Township of West Orange fails to have proper ownership of the site or authority enter into this Agreement. 13. Default. If either party is in default under this Agreement for a period of (a) twenty (20) days following receipt of notice from the non-defaulting party with respect to a default which may be cured solely by the payment of money, or (b) thirty (30) days following receipt of notice 3

from the non-faulting party with respect to a default which may not be cured solely by the payment of money, then, in either event, the non-defaulting party may pursue any remedies available to it against the defaulting party under applicable law, including, but not limited to, the right to terminate this Agreement. If the non-monetary default may not reasonably be cured within thirty (30) day period, this Agreement may not be terminated if the defaulting party commences action to cure the default within such thirty (30) day period and proceeds with due diligence to fully cure the default. 14. Indemnity. (a) Licensee agrees to indemnify, defend and hold Township of West Orange and its employees, agents, and representatives harmless from and against any and all injury, loss, damage or liability (or any claims in respect to the foregoing), costs or expenses (including reasonable attorneys' fees and court costs) arising from the installation, use, maintenance, repair or removal of the Communication Facility or Licensee's breach of any provision of this Agreement, except to the extent attributable to the gross negligence, or intentional act of Township of West Orange, its employees, agents or independent contractors. (b) Notwithstanding anything to the contrary in this Agreement, Licensee and Township of West Orange each waive any claims that each may have against the other with respect to consequential, incidental or special damages. 15. Hazardous Substances. (a) Township of West Orange represents and warrants that the Property is free of hazardous substances as of the date of this Agreement, and, to the best of Township of West Orange's knowledge, the Property has never been subject to any contamination or hazardous conditions resulting in any environmental investigation, inquiry or remediation. Township of West Orange and Licensee agree that each will be responsible for compliance with any and all environmental and industrial hygiene laws, including any regulations, guidelines, standards, or policies of any governmental authorities regulating or imposing standards.·. of liability or standards of conduct with regard to any environmental or industrial hygiene condition or other matters as may now or at any time hereafter be in effect, that are now or were related to the party's activity conducted in or on the

ard to any environmental or industrial hygiene condition or other matters as may now or at any time hereafter be in effect, that are now or were related to the party's activity conducted in or on the Property. (b) The Township of West Orange and Licensee shall not introduce or use 'any substance, chemical or waste (collectively "Hazardous Substance") on the Property in violation of any applicable law. Each party agrees to indemnify and hold harmless the other from any contamination or hazardous conditions resulting in any environmental remediation, actions, or law suits that directly relate to or arise from the indemnitor's activities on the Property, except those caused by the indemnitee's negligence or willful misconduct. (c) The indemnifications of this Paragraph 15 Hazardous Substances specifically include reasonable costs, expenses and fees incurred in connection with any investigation of Property conditions or any clean up, remediation, removal or restoration work required by any governmental authority. The provisions of this Paragraph 15 Hazardous Substances will survive the expiration or termination of this Agreement. (d) In the event Licensee becomes aware of any hazardous.materials on the Property, or any environmental or industrial hygiene condition or matter relating to the Property that, in Licensee's sole determination, renders the condition of the Premises or Property unsuitable for 4

Licensee's use, or if Licensee receives written notice of a violation of any governmental law or regulation, Licensee will have the right, in addition to any other rights it may have at law or in equity, to terminate the Agreement upon notice to Township of West Orange provided such condition is not present as a direct result of Licensee's facilities or use of the Premises and/or Property. 16. Environmental. The Township of West Orange and Licensee agree to hold ·harmless and indemnify the other from, and to assume all duties, responsibilities and liabilities at the sole cost and expense of indemnifying party for, payment of penalties, sanctions, forfeitures, losses, costs of damages and for responding to any action, notice, claim, order, summons, citation, directive, litigation, investigation or proceeding which is related to (i) the Indemnifying Party's failure to comply with any environmental or industrial hygiene law, including without limitation any regulations, guidelines, standards or policies of any governmental authorities regulating or imposing standards or liabilities or standards of contact with regard to any environmental or industrial hygiene conditions or matters as may now or hereafter be in effect or (ii) any environmental or industrial hygiene conditions that arise out of or in any way related to the conditions of the property and activities conducted by the Party thereon, unless the environmental conditions are caused by the other Party. 17. Taxes. Licensee shall be responsible for payment of all personal property taxes assessed directly upon and arising solely from its use of the communications facility on the Site. 18. Insurance. Licensee shall file a certificate of liability insurance with the Township of West Orange upon the execution of this Agreement. An insurance certificate shall confirm that cancellation of the subject insurance policy will not occur without at least a thirty (30) day prior written notice to the Township of West Orange. The insurance policy shall be a commercial general liability occurrence type insurance policy issued by a duly licensed company in the State of New Jersey, with limits of not less than $1,000,000 combined single limit per occurrence for bodily injury and property damage liability. It shall state that the insurance company waives all rights of recovery against the Township of