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

EXHIBITB CO-LOCATION AGREEMENT Ellison Avenue Site CO-LOCATION AGREEMENT This Co-Location Agreement is being entered into on this _ _ _ day of October, 2005 by New Cingular Wireless PCS, LLC ("New Cingular"), having an address at _ _ _ _ _ _ _ _ _ _ _ _ ___, and Omnipoint Communications, Inc. ("Omnipoint"), having an address at 4 Sylvan Way, Parsippany, New Jersey 07054, and the site owner, the Township of West Orange, a municipal corporation organized and existing under and by virtue of the laws of the State of New Jersey, located in the County of Essex, State of New Jersey ("Township"). WHEREAS, Township owns the Ellison Avenue Site ("Site") and has approved a lease to Omnipoint under a Ground Lease Agreement ("Ground Lease Agreement") for the purpose of constructing, managing and owning an Antenna for wireless communication purposes. WHEREAS, this Agreement addresses certain obligations among Omnipoint, New Cingular, and the Township under Ground Lease Agreement and this co-location agreement. NOW, THEREFORE, the parties to this agreement agree as follows: 1. Cellular Tree Monopole ("Monopole"). (a) New Cingular and Omnipoint shall be responsible 100% of the costs and expenses associated with their equipment or other items used for the exclusive benefit of Omnipoint or New Cingular, respectively. (b) Omnipoint shall be responsible for the removal of the Monopole or any associated parts there of and restoration of the Ellison Avenue Site, normal wear and tear exempted. New Cingular is responsible for removing all its equipment at the end of this Agreement, normal wear and tear exempted. (c) Notwithstanding the forgoing provisions of this paragraph, if any cost or expense hereunder arises from negligence or intentional misconduct of New Cingular or Omnipoint or their respective employees, agents or representatives, New Cingular or Omnipoint shall be responsible for their share of such costs and expenses in proportion to their comparative responsibility. (d) The rent, payable at the initial rate of $2,657 per month ("Initial Rent"), shall

such costs and expenses in proportion to their comparative responsibility. (d) The rent, payable at the initial rate of $2,657 per month ("Initial Rent"), shall commence no later than the earlier of the following dates: (i) forty-five (45) days 10