HomeMy WebLinkAbout23-748ORDINANCE NO. 23-748
AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING THE CITY MANAGER OR
DESIGNEE, TO EXECUTE AND DELIVER A THIRD AMENDMENT TO LEASE
AGREEMENT BETWEEN THE CITY OF DENTON, AS LANDLORD, AND SBC TOWER
HOLDINGS LLC, AS TENANT, LEASING AN ADDITIONAL 150 SQUARE FEET OF LAND,
LOCATED NEAR FRAME STREET, BEING IDENTIFIED ON BLOCK A, LOT 1, CITY
HALL EAST ADDITION, CITY OF DENTON, DENTON COUNTY, TEXAS, FOR THE USE
AND MAINTENANCE OF A COMMUNICATION TOWER; AND PROVIDING AN
EFFECTIVE DA TE.
WHEREAS, SBC Tower Holdings, LLC ("SBC") leased land from a predecessor in
interest (612 E McKinney, LLC) located near Frame Street, being identified on, Block A, Lot 1,
City Hall East Addition, City of Denton, Denton County, Texas ("Parent Tract") recorded in the
Denton County Plat Records as instrument number 2021-72;
WHEREAS, the City of Denton ("City") purchased the Parent Tract subject to the
existing lease agreement, under Ordinance 19-2757 recorded in the Denton County Property
Records as instrument number 2020-2801;
WHEREAS, SBC has requested to exercise its option to expand the leased area by 150
square feet, as described in Exhibit "E" of the Third Amendment to Lease Agreement, as defined
below, for the use and maintenance of a communication tower; and
WHEREAS, the City Council finds that is in the best interest of the citizens of the City
to enter into the Third Amendment to Lease Agreement (herein so called) in the form attached
hereto and made a part hereof as Exhibit "A"; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1, The findings and recitations contained in the preamble of this ordinance
are incorporated herein by reference.
SECTION 2. The City Manager, or designee, is hereby authorized to execute the Third
Amendment to Lease Agreement by and between the City of Denton, as Landlord and SBC Tower
Holdings, LLC, as Tenant, and any other documents necessary for the lease of an additional 150
square foot tract of land, as described above, substantially in the form attached hereto and made a
part hereof as Exhibit "A".
SECTION 3. The City Manager, or designee, is hereby authorized to carry out all duties
and obligations to be performed by the City under the Agreement, including, but not limited to,
signing ancillary documents such as consents to assignment.
SECTION 4. This ordinance shall become effective immediately upon its passage and
approval.
The motion to approve this ordinance was made by C., \,-, r , ) w t,,.. t\ 5" and seconded
by G u .... -r J__ t-{ ,.,J s r~ ~ h , the ordinance was passed and approved by the following
vote L_::z:_ -_QJ:
Mayor Gerard Hudspeth:
Vicki Byrd, District 1:
Brian Beck, District 2:
Paul Meltzer, District 3:
Joe Holland, District 4:
Brandon Chase McGee, At Large Place 5:
Chris Watts, At Large Place 6:
Aye
✓
/
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/
Nay Abstain Absent
PASSED AND APPROVED this the I b -t'"-. day of_--'--M----=-c,...-'-,y,___ ___ , 2023.
ATTEST:
JESUS SALAZAR, INTERIM CITY SECRET ARY
BY,~~
APPROVED AS TO LEGAL FORM:
MACK REINWAND, CITY ATTORNEY
BY: --------------
Recorded On: September 26, 2023 08:45 AM
Denton County
Juli Luke
County Clerk
Instrument Number: 103510
ERecordings-RP
AMENDMENT
Number of Pages: 50
" Examined and Charged as Follows: "
Total Recording: $222.00
••••••••••• THIS PAGE 15 PART OF THE INSTRUMENT•••••••••••
Any provision herein which restricts the Sale, Rental or use of the described REAL PROPERTY
because of color or race is invalid and unenforceable under federal law.
File Information:
Document Number: 103510
Receipt Number: 20230926000078
Recorded Date/Time: September 26, 2023 08:45 AM
User: Arie G
Station: Station 24
STATE OF TEXAS
COUNTY OF DENTON
Record and Return To:
Simplifile
I hereby certify that this Instrument was FILED In the File Number sequence on the date/time
printed hereon, and was duly RECORDED in the Official Records of Denton County, Texas.
Juli Luke
County Clerk
Denton County, TX
Exhibit "A"
THE THIRD AMENDMENT TO LEASE AGREEMENT
This Third Amendment to Lease Agreement ("Third Amendment") is entered into and made effective as
of the later signature date hereof (the "Effective Date"), by and between City of Denton, a Texas Home
Rule Municipal Corporation ("Landlord'') and SBC Tower Holdings LLC, a Delaware limited liability
company (hereinafter referred to as ("Tenant") (Landlord and Tenant being collectively referred to herein
as the "Parties'').
RECITALS
WHEREAS, Landlord owns the real property described on Exhibit A attached hereto and by this reference
made a part hereof (the "Parent Parcef'); and
WHEREAS, Landlord (or its predecessor-in-interest) and Tenant (or its predecessor-in-interest) entered
into that certain Lease Agreement dated September 21, 1998, (the "Original Lease''), attached hereto as
Exhibit B; as amended by that certain First Amendment to Lease Agreement dated February 29, 2008, a
memorandum of which was recorded on September 9, 2008, in the Denton County Recorder's Office, State
of Texas as Instrument No. 2008-98930 (the "First Amendment''), attached hereto as Exhibit C; as
amended by that certain Second Amendment to Lease Agreement dated October 10, 2018, a memorandum
of which was recorded on October 24, 2018, in the Denton County Recorder's Office, State of Texas as
Instrument No. 125847 (the "Second Amendment" and collectively with the Original Lease and First
Amendment, the "Lease"), attached hereto as Exhibit D, pursuant to which the Tenant leases a portion of
the Parent Parcel and is the beneficiary of certain easements for access and utilities, all as more particularly
described in the Lease (such portion of the Parent Parcel so leased along with such portion of the Parent
Parcel so affected, collectively, the "Leased Premises"), which Leased Premises are also described,
designated and/or depicted on Exhibit A; and
WHEREAS, Pursuant to Section 4 of the Second Amendment, Landlord (or its predecessor in interest) has
granted to Tenant an irrevocable option to expand the Leased Premises (the "Option'') to include
approximately an additional one hundred and fifty (150) square foot area contiguous to the Leased Premises
(the "Option Area''); and
WHEREAS, the Parties desire to amend the terms of the Lease to exercise said Option and expand the
Leased Premises and to otherwise modify the Lease as provided herein.
NOW THEREFORE, in consideration of the foregoing recitals and the mutual covenants set forth herein
and other good and valuable consideration, the receipt, adequacy, and sufficiency of which are hereby
acknowledged, the Parties hereby agree as follows:
1. Ratification of the Leased Premises. Landlord hereby ratifies and agrees that it leases to Tenant the
Leased Premises as described, designated and/or depicted on Exhibit A attached hereto.
2. Exercise of the Option and Additional Ground Space. Effective as of the Effective Date, Tenant
hereby exercises the Option and Landlord hereby leases to Tenant the Option Area. The Option Area is
described, depicted and/or designated on Exhibit E attached hereto and by this reference made a part hereof.
Tenant may use Option Area in the same manner that Tenant is permitted to use the Leased Premises. On
and after the occurrence of the Effective Date the Option Area shall be (and shall be deemed to be for all
purposes), without further action of the Parties hereto, part of the Leased Premises and any references to
ATC Site No: 309566
Site Name: Mckinney-Frame St.
Project Number: 13670866 (MB)
the Leased Premises in the Lease, as amended hereby, shall include (and shall be deemed to include for all
purposes) the Option Area.
3. Landlord and Tenant Acknowledgments. Except as modified herein, the Lease and all provisions
contained therein remain in full force and effect and are hereby ratified and affirmed. In the event there is
a conflict between the Lease and this Third Amendment, this Third Amendment shall control. Tenant and
Tenant's sublessees and customers, subject to and subordinate to City of Denton Police Department use,
shall have vehicular (specifically including truck) and pedestrian access to the Leased Premises from a
public right of way on a 24 hours per day, 7 days per week basis, together with utilities services to the
Leased Premises from a public right of way. Tenant shall coordinate all access needs with the City of
Denton Police Department at all times through the non-emergency number for Public Safety
Communications, (940) 349-7970. Tenant and their subcontractors will need to provide free and clear
access to the street and parking that surrounds the land. The terms, provisions, and conditions of this
Section 3 shall survive the execution and delivery of this Third Amendment.
4. Lease Term Extension Modification. The Parties hereby agree that the provision contained in
Section 2 of the Second Amendment dated June 14, 2018, are hereby deleted in their entirety and the
following are inserted in lieu thereof:
Notwithstanding anything to the contrary contained in the Lease or this Amendment, the Parties agree the
Lease originally commenced on November 9, 1998 and, without giving effect to the terms of this
Amendment but assuming the exercise by Tenant of all remaining renewal options contained in the Lease
(each an "Existing Renewal Term" and, collectively, the "Existing Renewal Terms"), the lease is otherwise
scheduled to expire on November 8, 2038. In addition to any Existing Renewal Term(s), the lease is hereby
amended to provide Tenant with the option to extend the Lease for each of six (6) additional five (5) year
renewal terms (each a "New Renewal Term" and, collectively, the "New Renewal Terms"). Lessee shall
provide written notice to Lessor 120 days prior to the exercise of any Existing Renewal Terms or New
Renewal Terms. All Existing Renewal Terms and New Renewal Terms shall renew only upon prior written
approval by the Denton City Council. The Tenant may also elect not to renew by notifying Landlord at least
sixty (60) days prior to the commencement of the Renewal Term (as defined below). Landlord shall be able
to terminate this Lease in the event of a material default by Tenant, which if default is not cured within
sixty (60) days of Tenant's receipt of written notice thereof, provided, however, in the event that Tenant has
diligently commenced to cure a material default within sixty (60) days of Tenant's actual receipt of notice
thereof and reasonably requires additional time beyond the sixty (60) day cure period described herein to
effect such cure, Tenant shall have such additional time, subject to Landlord's written approval(beyond the
sixty [60] day cure period) to effect the cure. References in this Amendment to "Renewal Term" shall refer,
collectively, to the Existing Renewal Term(s) and the New Renewal Term(s)."
5. Indemnity. The Parties hereby agree that the provisions contained in Section 8 of the Original Lease
dated September 21, 1998, are hereby deleted in their entirety and the following are inserted in lieu
thereof:
TENANT SHALL AND HEREBY DOES INDEMNIFY, AND HOLD LANDLORD
HARMLESS FROM ALL DEMANDS, CLAIMS, ACTIONS, CAUSES OF ACTION,
ASSESSMENTS, EXPENSES, COSTS, DAMAGES, LOSSES, AND LIABILITIES
(INCLUDING REASONABLE ATTORNEY'S FEES AND COSTS) ACTUALLY
INCURRED, ASSERTED, AND/OR SUFFERED (COLLECTIVELY, THE "LOSSES"),
WHETHER TO PERSONS OR PROPERTY, ARISING DIRECTLY FROM TENANT'S
ATC Site No: 309566
Site Name: Mckinney-Frame St.
Project Number: 13670866 (MB)
BREACH OF ANY OF THE TERMS OR PROVISIONS OF THIS LEASE, OR BY ANY
NEGLIGENT OR STRICTLY LIABLE ACT OR OMISSION OF TENANT, OR ITS
OFFICERS, AGENTS, EMPLOYEES OR SUBCONTRACTORS IN THE USE,
OCCUPANCY AND MAINTENANCE OF THE LEASED PREMISES OR TENANT'S
INSTALLATION AND IMPROVEMENTS WITHIN THE LEASED PREMISES ;
PROVIDED, IN ALL EVENTS, THE AFOREMENTIONED INDEMNIFICATION SHALL
NOT APPLY IF AND TO THE EXTENT THAT THE LOSSES RELATE TO OR ARISE AS
THE RESULT OF THE SOLE NEGLIGENCE OF LANDLORD OR ANY OF LANDLORD'S
EMPLOYEES, AGENTS, CONTRACTORS, AND/OR LICENSEES IN THEIR USE OF THE
PARENT PARCEL.
TO THE EXTENT AUTHORIZED BY THE LAWS OF THE STATE OF TEXAS AND
WITHOUT WAIVING ANY APPLICABLE IMMUNITY, LANDLORD SHALL AND
HEREBY DOES INDEMNIFY AND HOLD TENANT HARMLESS FROM ALL LOSSES,
WHETHER TO PERSONS OR PROPERTY, ARISING DIRECTLY FROM LANDLORD'S
SOLE NEGLIGENCE IN ITS USE OF THE PARENT PARCEL AND THE SOLE
NEGLIGENCE OF LANDLORD'S EMPLOYEES, AGENTS, CONTRACTORS, OR
LICENSEES IN THEIR USE OF THE PARENT PARCEL; PROVIDED, IN ALL EVENTS,
THE AFOREMENTIONED INDEMNIFICATION SHALL NOT APPLY IF AND TO THE
EXTENT THAT THE LOSSES RELATE TO, OR ARISE AS THE RESULT OF, THE
NEGLIGENCE, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT OF TENANT OR
ANY OF TENANT'S EMPLOYEES, AGENTS, CONTRACTORS, AND/OR INVITEES. IN
THE EVENT OF JOINT AND CONCURRING NEGLIGENCE OR FAULT OF BOTH THE
TENANT AND LANDLORD, RESPONSIBILITY, IF ANY, SHALL BE APPORTIONED
COMPARATIVELY IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS,
WITHOUT, HOWEVER, WAIVING ANY GOVERNMENTAL IMMUNITY AVAILABLE
TO LANDLORD UNDER TEXAS LAW AND WITHOUT WAIVING ANY DEFENSES OF
THE PARTIES UNDER TEXAS LAW. THE PROVISIONS OF THIS PARAGRAPH ARE
SOLELY FOR THE BENEFIT OF THE PARTIES HERETO AND NOT INTENDED TO
CREATE OR GRANT ANY RIGHTS, CONTRACTUAL OR OTHERWISE TO ANY
OTHER PERSON OR ENTITY.
6. Taxes. The Parties hereby agree that the provisions contained in Section 15 of the Second Amendment
dated June 14, 2018, are hereby deleted in their entirety and the following are inserted in lieu thereof:
"Lessee shall be responsible for all ad valorem taxes and other taxes levied against the Leased Premises."
7. Government Approvals. The Parties hereby agree that the provisions contained in Section 7 of the
First Amendment dated February 28, 2008, are hereby deleted in their entirety and the following are
inserted in lieu thereof:
"Tenant shall acquire, as required by applicable laws, ordinances, or regulations and at its sole cost and
expense, all building permits, and other permits, licenses, permissions, consents, and approvals required to
be obtained from government agencies or third parties in connection with the design and construction of
the Tenant's improvements, and any repairs, replacements, or renovations to the Leased Premises."
ATC Site No: 309566
Site Name: Mckinney-Frame St.
Project Number: 13670866 (MB)
8. Confidentiality. The Parties hereby agree that all of the terms, provisions and agreements contained in
Section 9 of the Second Amendment dated June 14, 2018, are hereby deleted in their entirety and the
following are inserted in lieu thereof:
"Tenant acknowledges that Landlord as a municipal corporation formed under the laws of Texas is
subject to the Texas Open Records Act and other public disclosure laws. Subject to the Texas Open
Records Act, and or other applicable disclosure laws, with respect to any information, documents, leases
and financial statements provided or made available to Landlord by Tenant pursuant to this Lease,
Landlord and Tenant agree that such information may, from time to time, be proprietary and confidential,
and the disclosure of such information may be detrimental to the success of the Lease, and Landlord's and
Tenant's interests therein. To the extent allowed by law, LANDLORD shall use commercially reasonable
good faith efforts to limit disclosure of such information to its representatives who reasonably need to
know such information. Landlord further covenants and agrees that if it is requested ( orally or in writing)
in connection with any request or legal proceeding to disclose such confidential or proprietary
information, Landlord will provide Tenant with prompt notice in advance of such disclosure so that
Tenant may seek such disclosure exemptions, protective orders or other appropriate remedy, and/or waive
compliance with this Lease, and Landlord agrees to cooperate with Tenant in pursuing any such course of
action. Landlord's failure to provide prior notice to disclosure shall not constitute a Landlord default
under this lease."
9. Notices. All notices must be in writing and shall be valid upon receipt when delivered by hand, by
nationally recognized courier service, or by First Class United States Mail, certified, return receipt requested
to the addresses set forth herein: to landlord at: Attn: Real Estate Dept., 401 N. Elm St., Denton, Texas
76201; to Tenant at: Attn: Network Real Estate Administration, RE: FA No. 10004560, 1025 Lenox Park
Blvd NE, 3rd Floor, Atlanta, GA 30319; with copy to: AT&T Legal Department, Attn.: Network Counsel,
RE: FA No. 10004560, 208 S. Akard Street, Dallas, TX 75202-4206; and also with copy to: American
Tower, Attn.: Land Management, 10 Presidential Way, Woburn, MA 01801; and also with copy to: Attn.:
Legal Dept. 116 Huntington Avenue, Boston, MA 02116;, by thirty (30) days prior written notice to the
others in the manner provided herein, may designate one or more different notice addresses from those set
forth above. Refusal to accept delivery of any notice or the inability to deliver any notice because of a
changed address for which no notice was given as required herein, shall be deemed to be receipt of any
such notice.
10. Electronic Signatures. The Parties agree that a scanned or electronically reproduced copy or image
ofthis Third Amendment bearing the signatures of the Parties hereto shall be deemed an original and may
be introduced or submitted in any action or proceeding as competent evidence of the execution, terms and
existence of this Third Amendment notwithstanding the failure or inability to produce or tender an original,
executed counterpart of this Third Amendment and without the requirement that the unavailability of such
original, executed counterpart of this Third Amendment first be proven.
11. Entirety; Amendment; Counterpa rts. This Third Amendment, together with the Lease, constitutes
the entire agreement among the undersigned Parties hereto regarding the subject matter hereof. Any
modification to this Third Amendment must be in writing and signed and delivered by authorized
representatives of the Parties in order to be effective. This Third Amendment will be governed by the laws
of the state or commonwealth in which the Parent Parcel is situated. This Third Amendment may be
executed in any number of counterparts, each of which shall be an original, which may be delivered via
facsimile, but all of which taken together shall constitute one instrument.
ATC Site No: 309566
Site Name: Mckinney-Frame St.
Project Number: 13670866 (MB}
12. Governing Law. The Parties hereby agree that all of the terms, provisions and agreements contained
in Section 12 of the Second Amendment dated June 14, 2018, are hereby deleted in their entirety and the
following are inserted in lieu thereof:
"This Lease and this Amendment shall be governed by and construed in accordance with the laws and court
decisions of the State of Texas, without regard to conflict oflaw or choice oflaw principles of Texas or of
any other state."
13. Waiver. The Parties hereby agree that the provisions contained in Section 13 of the Second Amendment
dated June 14, 2018, are hereby deleted in their entirety.
14. Tenants Securitization Rights; Estoppel The Parties hereby agree that the provisions contained in
Section 14 of the Second Amendment dated June 14, 2018, are hereby amended to read and provide as
follows:
"Landlord hereby consents to the granting by Tenant and/or American Tower of one or more leasehold
mortgages, collateral assignments, liens, and/or other security interests (collectively, a "Security Interest''}
in Tenant's (or American Tower's) interest in this lease, as amended, and all of Tenant's (or American
Tower's) property and fixtures attached to and lying within the Leased Premises. Any such Security Interest
shall be a lien only upon the Tenant and/or American Tower's property and fixtures so mortgaged and shall
not be a lien on the Leased Premises. Landlord further consents to the exercise by Tenant's ( or American
Tower's) mortgagee ("Tenant's Mortgagee") of its rights to exercise its remedies, including without
limitation foreclosure, with respect to any such Security Interest. Landlord shall recognize the holder of any
such Security Interest of which Landlord is given prior written notice (any such holder, a "Holder') as
"Tenant" hereunder in the event a Holder succeeds to the interest of Tenant and/or American Tower
hereunder by the exercise of such remedies. Landlord further agrees to execute a written estoppel certificate
within thirty (30) days of written request of the same by Tenant, American Tower or Holder."
15. Rent Notwithstanding anything to the contrary contained in the Lease, all Rent and any other payments
expressly required to be paid by Tenant to Landlord under the Lease shall be paid to the City of Denton.
[REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK]
[SIGNATURES APPEAR ON THE NEXT PAGE]
ATC Site No: 309566
Site Name: Mckinney-Frame St.
Project Number: 13670866 (MB)
LANDLORD:
City of Denton,
a Texas Home Rule Municipal Corporation,
Signature: _::;;;z!:~~~~~.--/-,l------:-,..-------
fu~N~e=~-~-~~~~~~
Tit]e: -J....4..tl,,1,,--1~~~~~~---
Date: -------',,1-----'6L-.,l---'-'J!O,'-"'---'-'e:;..,,'--------
ATTEST: .T-vTf,t.1~
~OSA RIQg, CITY SECRETARY T~v~ '51tt1t-e.fll
BY~---------~-
APPROVED AS TO LEGAL FORM:
MACK REINWALD, CITY ATTORNEY
BY: ~
THIS AGREEMENT HAS BEEN BOTH
REVIEWED AND APPROVED AS TO
Financial and operational obligations and
Business terms.
De a Cody, Deputy Directo
Development Serices -Real Esta
Date: '] 5/ c9a I I
[SIGNATURES CONTINUE ON FOLL0Tf7NG PAGE]
ATC Site No: 309566
Site Name: Mckinney-Frame St.
Project Number: 13570866 (MB)
TENANT:
SBC Towe 'ngs L C,
a Delaware liabili compan
rs
ration■ ---~-------~ Date: f ~ --6~\,_I_<...,...._\ ~7l~----3~--{-EN-'D-OF SIGNATURES]
ATC Site No: 309566
Site Name: Mckinney-Frame St.
Project Number: 13670866 (MB)
WITNESS AND ACKNOWLEDGEMENT
State/ Commonwealth of t'-,J Q,w Ju5w::1
County of ~~
On this l5-\;l..day of ~ , 202..2._, before me, Th.ueSCL-Pi·sll'[i+{--,f
the undersigned Notary Public, Pfif;~1appeared lka.rt\ l::'.\eadnrs, Ass,·s-ktni \Jiu H~s ,ola,,y
who proved to me on the basis of satisfactory evidence, to be the person(s) whose name(s} is/are subscribed
to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s} on the instrument, the person(s} or the entity
upon which the person(s} acted, executed the instrument.
WITNESS my hand and official seal.
~~
Notary Public p
Print Name: The.(e-s0--A. ,·sc1c.rt--h'
My commission expires: _____ _
THERESA A. PISC!Om
NOTARY PUBllC OF NEW JERSEY
MY cOMr.vSSION EXPIPB 4126/2024
ATC Site No: 309566
Site Name: McKinney-Frame St.
Project Number: 13690866 (MB)
EXHIBIT A
DESCRIPTION, DESIGNATION AND/OR DEPICTION OF PARENT PARCEL AND LEASED PREMISES
Parent Parcel:
LOT 1, BLOCK A, CITY HALL EAST ADDITION, AN ADDITION TO THE CITY OF DENTON, DENTON COUNTY,
TEXAS, ACCORDING TO MAP OR PLAT THEREOF RECORDED IN COUNTY CLERK'S FILE NO. 2021-72, OF
THE MAP AND/OR PLAT RECORDS OF DENTON COUNTY, TEXAS.
APN: R32792
Leased Premises:
Portion of Parent Parcel leased by Tenant:
All that tract or parcel of land lying and being in the Hiram Sisco Survey, Abstract No. 1184, Denton County,
Texas and being a part of a called 5.592 acre tract of land shown as Lot 1 on a minor plat titled "City Hall
East Addition" recorded in Document No. 2021-72 in the Official Records of Denton County and being
more particularly described as follows:
To find the point of beginning, COMMENCE at a 5/8-inch capped rebar stamped "TNP" located at the
northwest corner of a 0.083 acre right-of-way dedication as shown on said "City Hall East Addition" plat,
said rebar having a Texas Grid North, NAD 83, North Central Zone Value of N: 7128147.4094 E:
2388826.7549; thence running with the west line of said 0.083 acre right-of-way dedication, South
00°09'10" East, 25.87 feet to a point; thence with the north line of said Lot 1, South 88°12'37" East, 117.02
feet to a point; thence with the east line of said Lot 1 and the westerly right-of-way line of Frame Street,
South 00°17'56" East, 23.32 feet to a point; thence, South 09°23'21" East, 53.80 feet to a point; thence,
South 00°17'56" East, 148.14 feet to a point; thence, South 00°17'56" East, 23.36 feet to a point; thence
leaving said right-of-way line and running, North 59°11'27" West, 52.28 feet to a point; thence, South
46°50'38" West, 24.19 feet to a point and the true POINT OF BEGINNING;
Thence, North 43°30'50" West, 18.00 feet to a point; Thence, North 46°50'38" East, 45.00 feet to a point;
Thence, South 43°30'50" East, 18.00 feet to a 1/2-inch rebar found having a Texas Grid North, NAD 83,
North Central Zone Value of N: 7127911.0013 E: 2388923.8600; Thence, South 46°50'38" West, 45.00 feet
to a point and the POINT OF BEGINNING.
Bearings based on Texas Grid North, NAD 83, North Central Zone. Said tract contains 0.0186 acres (810
square feet), more or less, as shown in a survey prepared for American Tower Corporation by POINT TO
POINT LAND SURVEYORS, INC. dated July 6, 2021.
[EXHIBIT A CONTINUES ON FOLLOWING PAGE]
ATC Site No: 309566
Site Name: Mckinney-Frame St.
Project Number: 13670866 (KD)
EXHIBIT A (continued)
Leased Premises (continued):
Along with beneficiary easement(s) for access and utilities:
Together with an easement lying and being in the Hiram Sisco Survey, Abstract No. 1184, Denton County,
Texas and being a part of a called 5.592 acre tract of land shown as Lot 1 on a minor plat titled "City Hall
East Addition" recorded in Document No. 2021-72 in the Official Records of Denton County and being
more particularly described as follows:
To find the point of beginning, COMMENCE at a 5/8-inch capped rebar stamped "TNP" located at the
northwest corner of a 0.083 acre right-of-way dedication as shown on said "City Hall East Addition" plat,
said rebar having a Texas Grid North, NAD 83, North Central Zone Value of N: 7128147.4094 E:
2388826.7549; thence running with the west line of said 0.083 acre right-of-way dedication, South
00°09'10" East, 25.87 feet to a point; thence with the north line of said Lot 1, South 88°12'37" East, 117.02
feet to a point; thence with the east line of said Lot 1 and the westerly right-of-way line of Frame Street,
South 00°17'56" East, 23.32 feet to a point; thence, South 09°23'21" East, 53.80 feet to a point; thence,
South 00°17'56" East, 148.14 feet to a point and the true POINT OF BEGINNING;
Thence, South 00°17'56" East, 23.36 feet to a point; Thence leaving said right-of-way line and running,
North 59°11'27" West, 52.28 feet to a point; Thence, North 46°50'38" East, 20.81 feet to a 1/2-inch rebar
found having a Texas Grid North, NAO 83, North Central Zone Value of N: 7127911.0013 E: 2388923.8600;
Thence, South 59°11'27" East, 34.46 feet to a point on the westerly right-of-way line of Frame Street and
the POINT OF BEGINNING.
Bearings based on Texas Grid North, NAO 83, North Central Zone. Said easement contains 0.0199 acres
(867 square feet), more or less, as shown in a survey prepared for American Tower Corporation by POINT
TO POINT LAND SURVEYORS, INC. dated July 6, 2021.
[END OF EXHIBIT A]
ATC Site No: 309566
Site Name: Mckinney-Frame St.
Project Number: 13670866 (KD)
EXHIBITS
The Original Lease attached hereto
ATC Site No: 309566
Site Name: Mckinney-Frame St.
Project Number: 13670866 (KD)
•
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Center No.: 407S
LEASE AGREEMENT
This AGREEMENT, made this c!J/ st day of ~~/'t:•m/loc.,-, 19~ by and between
Gene A. Gohlke and wife, Judith C. Gohlke, 1401 Br, dway St.. Denton, Texas 76201•2713
hereinafter called LESSOR, and Southwestern Bell Wireless Inc. ( .. SWBW''). acting in its
capacity as general partner of the Dallas SMSA Limited Partnership, and being a corporation
organized and existing under the laws of the State of Delaware, with its principal place of business
at 15660 Dallas Parkway, Suite 1300, Dallas, Texas, 75248, hereinafter called LESSEE.
Wlf.F:REAS, LESSOR is the owner of the following described real property, together with all
improvements thereon, lying and being situated in the County of Denton, State of Texas, being
five tracrs of land (Tracts t. 2 and 3 situated in the Hiram Cisco Survey, Abstract 11&4, Traci 4
being situated in the B.B.B. & C.R.R. Co. Survey Abstract l 85. and Tract S situated in the A. Hill
Swvey, Ab.mact 623.). Said land being more particularly described in the Deed Trust dated
Dccemher 3, 1985, recorded in Volume 1776, Page 107, Deed Records ofDt:nton Cowity, Texas.
Said property is further shown on Exhibit "A'' ~ttached and made a part hereof for all purposes,
and a portion thereof is hereinafter referred to as the ''Leased Premises... Approximate location of
said 1,-eased Premises therein is also shown on Exhibit "A" and is _a~ ' b~ portion of lhe above
descnbed real property. . . , -✓. "-.., 1. ~ 1 J
c~z~ /j m",7
WHEREAS, LESSEE desires to lease said Leased Pre iscs for the purpose o construction.
operation, and maintenance of a radio trnnsmission facility.
NOW THEREFORE, in consideni.tion of the terms, conditions and rentals hereinafter set forth,
LESSOR Md LESSEE agree to the following:
1. The LESSOR hereby leases to LESSEE the aforedescribcd Leased Premises along with the
right of way for ingress and egress as more particularly shown on Exhibit "A". LESSOR shall
gtaI\t any and all easements as may be required by the appropriate electric and telephone
companies for the purpose of servicing LESSEE•S equipment. In addition, LESSOR hereby
grants to LESSEE the right to use additional property contiguous to the Leased Premises during
cortstruction of the radio transmission facility. Said additional construction casement to be
restored as near as reasonably posslble to its condition prior to construction by LESSEE.
LESSEE shall not use or pennit the property to be used for any purpose other than a radio
transmission faciJity without written consent of LESSOR, said consent not to be unreasonably
withheld.
2. LESSOR agrees that LESSEE shall have free access to the Leased PremiS(..">S for the pUipOse of
constructing, installing, operating and maintaining the radio transmission facility, and during the
continuation of this Lease, and any renewals thereof. ingress and egress is hereby granted to
LESSEE twenty-four (24) hows a day. three hundred sixty five (365) days per year. It is agreed .
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Cenle1" No.: 4075
however, that only authoriied engineers. employees, or properly authorized contractors,
subcontractors, agents of LESSEE. agents of LESSOR, FCC Inspectors, or persons under their
direct supervision, will be pennitted to enter the Leased Premises.
3. LESSOR hereby grants to LESSEE the right to survey the Leased Premises. Said survey, if
made, shall become Exhibit ''B" to this AgRemcnt and shall supersede Exhibit·• A".
4. The term of this Agreement shall be twenty (20) years beginning on the date a Building Pennit
is issued LESSEE by the City of Denton, Texas. Rent shall be paid in equal monthly installments
in advance, to LESSOR at its address in Denton County, Texas, or to such other person, tinn or
place as the LESSOR may from time to time so designate in writing at least thirty (30) days in
advance of any rental payment dale.
The first five {5) year period of this Lease shall have an annual rate of$ 6,000.00 to be paid in
equal monthly installments as aforesaid.
The second five (5) year period of this Lease shat! have an annual rate of$ 6,900.00 to be paid in
equal monthly installments as aforesaid.
The third five (5) year period of this Lease shall have an annual rate of$ 7,935.00 to be paid in
equal monthly installmcnLc; as aforesaid.
The fourth five (5) year period of this Lease shall ha"c an annual rate of$ 9,125.00 to be paid in
equa1 monthly installments as aforesaid.
S. If, at the end of twenty (20) years this Agreement has not been tenninatcd by either party giving
to the other written notice of an intention to so terminate it at least six ( 6) months prior to the end
of such term, this Agreement shall continue in force upon the same covenants, tenns and
conditions, including rental payments, for a further term of one (1) year, and so on from year to
year until terminated by either party giving to the other written notice of an intention to so
terminate at least six (6) months prior to the end of such term.
Provided LESSEE is not in default hereunder, and shall have paid all rents and swns due and
payable to LESSOR by LESSEE, LESSEE shall have the right to terminate this Agreement at
any time upon one (l) year's prior written notice from LESSEE to LESSOR, without penalty or
further obligation hereunder.
6. It is understood and agreed by the parties that LESSEE'S ability to use the Leased Premises is
contingent upon its obtaining, either before or after the effective date of this Lease Agreement. all
of the cenificates, permits. and other approvals that may be required by any federal, state or local
authorities as well as satisfactory soil boring tests and/or Environmental Studies which will pennh
LESSEE use of the Leased Premises as set forth above. LESS[E agre~ to use best efforts to
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obtain aJl of the necessary certificates, permits and approvals which shall be obtained at
LESSEE·s sole expense.
LESSOR '-'ill cooperate \\ith LF..SSEE, at LESSEE'S sole cost and expense, in its effort to
obtain such approvals and 5JuilJ tak~ no action which would adversely affect the status of the
I.eased Premises with respect to the proposed use thereof by LESSEE. In the event any such
applications should be finally rejected or LL5SEE. in its reasonable discretion. bclie.;es such
application approval \\ill be too costly, time consuming or there is a reasonable likelihood that
said applic11tion will be rejected in the opinion of LESSEE or any certificate, permit. license or
approval issued to LESSEE. is canceled, expires or lapses or is otherwise withdrawn or terminated
by governmental authority or soil boring tests and/or Environmental Studies are found to be
Ullsatisfactory so that LESSEE, in its sole discretion will be unable to use the Leased Premists for
the plllpOses set forth herein, LESSEE shall have lhe right to terminate this Lease. Prior written
notification to LES:SOR of LESSEE'S intent to exercise its right to terminate this Lease shall be
by certified mail, return receipt requested., and shall be effecti\·e upon receipt of such notice by
LESSOR as evidenced by the return receipt. All rentals paid to such termination date shall be
retained by the LESSOR. Upon such termination, this Lease shall become null and void, and the
Parties shall have no further obligations, including the payment of monies, to each other except ~
otheiwise provided herein.
7. If all or part of the Lea.~ Premises, or if all or any part of the LESSOR'S land underlying the
radio tmnsmission facility or roadway to the Leased Premises is taken by eminent domain or other
action by jurisdictions having the legal right to take said lands, and if any said taking in the sole
opinion of LESSEE renders the Leased Premises unusable for its intended purposes, then at
LESSEE'S option this Agreement may be declared null and void and no further force and effect
and there !ihall be no further payment of rents except that which may have been due and payable at
the time of said talcing. ln the event of a partial taking and LESSEE in its sole discretion wishes
to maintain its operations on the lands of the undersigned, LESSOR shall reduce the rental on the
Leased Premises by an amount proportionate to the part of lhe Leased Premises taken by eminent
domain or other such legal action.
8. LESSEE shall indemnify LESSOR and hold LESSOR hannless against any claim of liability
or loss from personal injury or property damage, which may arise out of LESSEE'S negligence or
willful misconduct in connection wilb the Leased Premises, excepting, however, such claims or
damages as may be attributable in whole or in part 10 the .acts or omissfons of the LESSOR, or its
agents, setVants or contractors. In the event of LESSOR'S negligence or willful misconduct,
LESSOR shall so indemnify LESSEE.
LESSOR represents and warrants to LESSEE that LESSOR: (i) is not presently engaged in, (ii)
does not presently have actual knowledge of, (iii) ha.s not at any time in the past engaged in, and
(iv) has no actual knowledge rhat any third person or entity has engaged in or permitted any
operations or activities upon. or any use or occupancy of, the Leased Premises, on any portion
thereof, for the purpose of, or in any way involving the handling, manufacturing, treatment,
storage, tciC, transportation, spillage, leakage, dumping, discharge, or disposal (whether legal or
illegal), accidental or intentional, of any hazardous substances or any wastes regulated under any
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Center No.: 401S
local, state or federal law. Prior to and after the tenn of this Lease, LESSOR indenm.ifies and
holds LESSEE harmless from any and all claims of liability under any Envirorunental
Regulations, except for claims arising in whole or in part, out of LESSEE'S use or occupancy of
the Leased Premises.
LESSEE represents, warrants, and covenants to LESSOR that LESSEE shall at no time during
the tenn of the Lease Agreement use or permit the Leased Premises to be used in violation of any
Environmental Regulations. LESSEE shall indemnify and hold LESSOR hannless from any and
alt claims of liability under any Environmental Regulations arising out of J.ESSE£'S use or
occupancy of the Leased Premises.
for purposes of these provisions, the tenn "Environmental Regulations" shall mean any law,
statute, regulation, order or rule now or hereafter promulgated by any Governmental Authority.
whether local, state or federal, relating to air pollution, water pollution, noise control and/or
transporting. storing, handling, discharge, disposal or recovery of on~site or off-site hazardous
substances or materials, ~ same may be amended from time to time, including v.ithout limitation
the following: (i) the Clean Air Act (42 U.S.C. §§ 740) ~.); (ii) Marine Protection, Research
and Sanctuaries Act (33 U.S.C. §§ 1401-1445}; (iii) the Clean Water Act (33 U.S.C. §§ 1251 ~
~.); (iv) RCRA, as amended by the Hazardous and Solid W~te Amendments of 1984 (42 U.S.C.
§§ 6901 ~.); (v) CERCLA. as amended by the Superfund Amendments and Reauthorfaation
Act of 1986 (42 U.S.C. §§ 9601 ~.); (vi) TSCA; (vii) the Federal Insecticide, Fungicide and
Rodenticide Act as amended (7 U.S.C. §§ 135 et se.9.); (viii) the Safe Drinking Water Act (42
V.S.C. §§ JOO (f) et l!leg.); (ix) OSHA; (x) the Hazardous Liquid Pipeline Safety Act (49 U.S.C.
§§ 2001 et seg.); (xi) the Hazardous Materia1s Transpottation Act (49 U.S.C. §§ 1801 ~.); (xii)
the Noise Control Act of 19n (42 U.S.C. §§ 4901 et seq.); (xiii) EPCRA: (xiv) National
Envirorunental Policy Act (42 U.S.C. §§ 4321--4347).
1.£SSEE will cany during the term of this Lease the following liability insurance with
customary coverage and exclusions:
Bodily Injury
Property Damage
s 1.000.000.00 for injury to any one
person and $2,000.000.00 for all
injuries sustained by more than one
person in any one occurrence.
$100,000.00 for damage as a result
of any one accident
LESS£E agrees to furnish LESSOR with certificates of insurance certifying that
LESSEE has in force and effect the above specified insurance and naming LESSOR as fill
additional insured.
9. Prior to the Commencement Date of this Lease. LESSEE shall have full access to the L<:;t:-~·d
Premises with prior notice to LESSOR for the purposes of undertaking any n~essary te,t,.
studies and inspections relating to LESSEE'S proposed use of the Leased Premises and at ,u~ !·
times LESSOR and l,ESSEE mutually agree. In the event LESSEE is unable to utilitc r!:~
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Cmkr No.: 4075
Leased Premises for the purpose stated herein, and tenninates this Lease pursuant to Paragraphs 6
or 7 hereinabove, LESSEE agrees that it shall restore the l.e~ Premises and such other portions
of the Parcel that have been damaged. modified or altered by or on behalf of LESSEE as nearly as
possible 10 their original condition.
10. LESSEF. shall have a separate power meter installed for its electric service and LESSEE shall
pay all costs related to said electric service.
11. LESSOR shall be responsible for payment of all ad valorem taxes levied upon the lands of
LESSOR. LESSEE shall be responsibJe for all taxes levied upon the leasehold improvements
(including equipment building and tower) on the Leased Premises.
12. LESSEE, upon termination of this Agreement, shall, within a reasonable period, remove its
building, tower and personal property and restore the ground surface of the property as nearly as is
reasonably possible to it'i original condition, rea.~onable wear and tear excepted.
13. LESSOR may sell, assign or transfer this Lease Agreement at any time. Any sale, assignment,
or transfer b>• LESSOR of all or part of the Leased Premises to a purchaset, assignee, or
transferee, other than LESSEE, shall be under and subject to this Lease Agreement and
LESSEE'S rights hereunder .
14. LESSOR covenants that LESSEE. on paying the rent and performing the covenants by it
herein made. shall and may peaceably and quietly have. h.old and enjoy the Leased Premises.
15. lhis Lease Agreement and the performance thereof shall be governed. interpreted, construed
and regulated by the Jaws of the State of Texas. Any litigation concerning this Lease shall be
conducted in Denton County, Tex11S. and the parties hereby agree to the venue and personal
jurisdiction of lhese courts.
16. All notices hereunder must be in writing and shall be deemed validly given if sent by certified
mail, postage prepaid, addressed as shown below {or to any other address thal the party to be
notified may have designated to the sender by like notice):
LESSEE: Southwestern Bell Wireless Inc. Site /t407S
P.O. Box 797246
Dallas. Texas 75379
(972} 774-4691
(972) 774-4704 (telccopy)
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LESSOR:
AND with a copy to;
Southwestern Bell Wireless Inc.
Attention: Legal Department, Site #4075
I 5660 Dallas Parkway, Suite 1300
Dallas, Texas 75248
Gene A. Gohlke and Judith C. Gohlke
1401 Broadway St.
Denton. TX 76201·2713
Center No,; 407S
17. This Agreement may be sold, assigned, or transferred by LESSEE at any time without the
consent of the LESSOR, to a subsidiary, partner or affiliate of the LESSEE. or to a successor to
the primary business offered by LESSEE. Any other assignment shall require written approval of
LESSOR. such consent not to be unreasonably withheld.
18. LESSEE at its sole discretion shall have lhe right 10 sublease to others whose primary
business is the provision of iadio transmission and/or communications service.
19. This Agreement shall exrend 10 and hind the heirs, executors, administrators. successors and
a,;signs of the parties hereto .
20. At LESSOR'S option. this Agreement shall be subordinate to any mortgage by L~SSOR
which from time to time may encwnber all or part of the Leased Premises or right of way;
provided, however, evecy such mortgage shall recognize the 'Validity of this Agreement in the
event of a foreclosure of LESSOR'S interest and a[so LESSEE'S tight to remain in occupancy of
and have access to the Leased Premises as long as LESSEE is not in default of this Agreement.
LESSEE shaH execute whatever instruments may reasonabl)' be required to evidence this
subordinate clause. In the event the leased property is encumbered by a mortgage. LESSOR
immediately after this Lease Agreement is exercised, will obtain and furnish to LESSEE. a non•
disturbance instrument for each such mortgage in recordable fonn.
21. For the purpose of providing constructive notice hereof, LESSOR and LESSEE hereby agree
to execute a Memorandum of Lease Agreement, in rec~miable form and LESSEE shall have the
same recorded in the land records of the aforesaid county and state.
22. l~ESSOR covenants that LESSOR is seized of good and sufficient title and interest to the
property and has full authority to enter into and execute this Agreement. LESSOR further
covenants that there are no other liens, judgments or impediments of title on the property.
23. During the tenn of the Agreement, LESSEE shall make the lease payment as agreed on in
Paragraph 4 of this Agreement. If the LESSEE fails to make the lease payment on or before the
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Center No.: 4075
due date, the LESSOR must notify the LESSEE in writing by United S~tes postage prepaid
Certified Mail Return Receipt Requested, or by Express Mail. The LESSEE shall have ten (10)
business days from the receipt of the notification to cure the default.
24. The parties hereto declare that they have read and do undersrand each and every 1erm.
condition and covenant contained in this Lease and in any document incorporated by refereoce.
This Lease includes the entire agreement between the parties relating hereto and supersedes all
prior or contemporaneous negotiations, commitments. representations. writings and/or oral
understandings or agreements, The parties signed this Agreement for lhc consideration herein
expressed. Any addition to, variation or modification of this Agreement shall be void and
ineffective unless in writing signed by the parties hereto.
25. LESSEE represents that it is a Delaware Limited Partnership in good standing in the State of
Delaware and qualified to do business as a foreign limited partnership in the State of Texas and
that Southwestern Bell Wireless Inc. is the sole General Partner of LESSEE, responsible for the
operation and control of all of the business of the LESSEE.
IN WITNESS WHEREOF, the parties hereto have set their hand and affixed their respective
seals the days and year just below wrinen .
LESSOR:
Date:
LESSEE~ DALLAS SMSA LIMITED PARTNERSHIP
By lb General Partner
SOUTHWESTERN BELL WIRELESS INC.
~B
Date:
O:\mmergJU11Jtd.lilhility.doc:
ice President, General Manager
--~-+-f-9f ___ _
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THE STATE OF TEXAS
COUNTY oil>~~
ACKNOWLEDGMENT
BEFORE ME, the unde1sig.ncd authority. on this day personally appeared
..,._k Q,_ ~own to me to be the person whose name is subscribed to the
foregoing in.c;trument and acknowledged to me that he/she execincd the same for the
purposes and consideration therein expressed.
GIVEN UNDER MY HAND AND SEAL OF OFF(CE. this _8_+t. ___ _
day of Jp,too..~A.D., 1998 .
Commission Expires
e. SHERRY S. MIRL Nocar,11\Mc
STAlE OF TEXAS
lt}'C... Er,. u,m,199
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THE STATE OF TEXAS
COUNTY O~Q::b.,i-tJrk
ACKNOWLEDGMENT
BEFORE ME. the undersigned authority, on this day personally appeared
~.,_M e. ~"""'tome to be the pe,son whose ..... is suboaibed to the
foregoing inst.runient and acknowledged to me that he/she executed the same for the
purposes and consideration therein expressed.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this ..... B ..... ~----
day o~. A.D., 1998 .
Notary PubJicinand r the State of Texas
SlicRRV SMIRL
Nr,tayNlle
STATE OP TEXAS
~~U~~~-2..L~~L----l~~~c.n.EJ,.121oaJS11
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THE STATE Of TEXAS
COUNTY OF DALLAS
ACKNOWLEDGMENT
BEFORE ME, the undersigned authority, on this day personally appeared Lowell
D. Whitlock, Vice President and General Manager, Southwestern Bell Wireless Inc., a
corporation. known to me to be the person and officer whose name is subscribed to the
foregoing instrument and acknowledged to me that the same was the act of the said
Southv.-estem Bell Wireless Inc., a corporation, and that he executed the same as the act of
such corporation for the purposes and consideration therein expres~ed. and in the capacity
therein stated.
GI¥EN U,NDER MY HAND AN.. 0 SEAL Of OFFICE, Th.is ~ / ~
dayof ~ffe~ .A.D.1998.
My Commission Expires_ ID • J.d---(/ 8
• KAREN SAYLES
Nolill'f "•* SMe of T03$
~" Mr ComJl4$$GII Elpim 10.22-91
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EXHIBIT''A"
Attached to and made a part of that certain Lease Agreement dated '5 _.J:J;_ ~I. J qC,8
• 1998, by and between Gene A. Gohlke and wife Judith C. tohike Lessor. and ---· Dallas SMSA Limited Partnership, Lessee-
CELL SITE NAME:
CENTER NUMBER:
Search 2
#4075
---
EXHJBIT"A"
Page/ of/
NOit • ()l.·ner and SWBW may, a( SWBW's (l()ti011. rtplac~ 1h11 £dub« llfifh alf r.dtilut sttlilfg/orth the legal tktcrtpliOlf. of
lht p~rty on which tfw Sit, ;, l«attd a'ld/r,r on C11-b11.1/t drawing dttpiclfnt tlte Sitr.
DALLAS SMSA LIMITED PARTNERSlflP
EXHIBIT C
The First Amendment attached hereto
ATC Site No: 309566
Site Name: Mckinney-Frame St.
Project Number: 13670866 (KD)
FIRST AMENOMUff TO Ui:AS~ AGREEMENT
Thi~ Fir~t Amendment to Lease Agreemmt ("An,mdme11t"J is entered C\l\ the _Z.&i·I&.. _ day Qf
efhr,J-.rd',... _ W08 by and between Gene Gohlke and Judith Gohlke ('·Le.'i.'inr .. ) and Dallas
SMSA fower lloldings LP. a Uelawurc limited pmncr~hip ("'l.eS.41t!e").
Rl!:CITALS
A. Lessor, and Southwestern Hell Wirdcss. Inc. ac1ing in i1s capacity as general partner of Dalfas SMSA Limited
Pan r1cr$hii), prcd.C<..~:.sor in intere.<.t to Lessee. entered into that certain T .(..>ase Agreement dated September 2 l,
1998, {the "Agreement .. ), wh(,Tcby thi,; T ,«.:$$<.~ leases a portion of the real prnix,"l"ty owned by l .e::.r-.or located at
Ocn1011, Texas (the '1Leu.ted Prenrist!.!i'';
B. Lessee c11t1.-rc<l into that c1.-rtain Sublease Agreement with Southern Tower:-;. Inc; predixcss,:ir to Americm1 Tower
Asset Sub ll~ T.I.C (the "Sublease"), dated December 14. 2000 whereby Lessee ha." subleased lhc Leased
Premises to American Tower Asset Sub 11. LLC; and
C. Lessor and Lessee desire to amend lhl~ terms tlf the i\greernent to extend the tmn lhe.rcof tmd as otherwise
provide,! herein.
NOW, Tllt.:ltt:t·o~, in c<msidcratiun of the foregoing r~i1als and mutual covenanls set forth hcrcio and other good
and "·aluablc consi<kra1iu11, the receipt and ~utficiency of which are hereby ackm.nvlcdgcd. the pl'lrties hereto agree as
follows:
1. Lea ·e Term Extended; Lessee shall ha,·e the ,)ption to extend the Agrccm(,nl for each of four (4) additional five (.5)
year renewal terms (each a "Renewal fer,11·'). The first such R\.ncwal Term ::;hall commence on the ,fay following: the
expiration of the last r1.m.tining n.:ncw~I period available under the Agreement. Notwith:.tattding anything to the
contrary contained in the Agreement. th~ Agrccm(-11( will autom.uically ,·enew for any remaining n.-r11..·wal periods
under the Agreement existing r,rit·w to this Amendment, as we.JJ as for each <.>f 1he successive Renewal Tenn::; adc.kd
pursuant to this t\mcndm,nt unlc:;:; nincty (90J day!) prior 10 1he expil'ation of the then current term T .cssee notifies
l .c~!.t'.lr that J .e~see elect!. not to 1-enew the Agreement.
2. Renl Term mt Escalation: (\>1nmc11cing 1)n Nnvemher 9, 2018, f''Relll Increase Doff!~). the n::nt payable under the
Agreement is hereby increased to One Thousand and 00/100 Dollars ($1,000.00) ~t· month. Commencing on the first
day of the next Renewal Term and on the first day 1.1f lhc conm1cnccrne11t of each subsequent Rencwid T cnn. the base
rem due u11der the Agl'eement ~hall increase by an amount equal to 15% of such reof ,,ayahle in the preceding
Renewal Te1m ("'Escalatio11'"}. Lessor und L1.;sscc agn.:c 1ha1 the facalation is the only applicable future inc:rea..-.e lir
escalation to any and all rent.,; under the Agreement and ~U1)' olh~T n .. ·nl increase or escalation contaim .. -d in the
Agt·C(..·mc11I is hereby 1111II arid '-<)id and of no further force or effect. Lcss<.1r and l.ci:;:sl.!c agree that all rent and
payment~ in accordance with this lease amendment shall continue ti.• b~: p:-tid 10, and alt taxahle income frnm the :s.mu:
shall be rqmrtcd by, GE.NE A & JUDITH C GOHLKE
]. One-time Payment: Lessee shall pay to Lessor a one-lime puyrm,1.11 iu the ,unnunt of$ I0,000.00, payable within ten
(IO) business days of Lessec·s n.-ccipl of this Lease Amc11dmcr11 executed by Lessor. Such one-time payment is
con1i11gcnt t•n T .cs~cc receiving 1hc e.'<CCUted lea$e amendment by February 28. 2008 auc.l upOn confirmation of fo<.•
interest owneri;hip nf the Leased PremisQ;. Lessor shaU provide imy 1\¢ccssary documents. such as a deed. W-9 1.'r
recent lax bill ret1uin.:d b) I .c~st..'c in Mcl~1· ll) a~sist in expediting such onc-li1m.: payment.
4. 1\lemoundum (tf Amer)fbnent. Upon written reqtte!.l hy Lessee. Lessor shull fully ClK1pcrate wit11 l.esse-e and
execute a Memorandum of Lease that is recordable within the jurii:;c.lic1ion in which the Property is located. L~sur
agrees not to transfill". assign. s~ll, or convey any l\r all intt.:1'1.,~I of the I .eased Premise-s to anothe-r party un1il Lessee
n:cl1rdl:i a ~-fo.nt•rm1dum of l.t::.'1~...:. Thi& pt'O'-ii,ion shall not apply to any sale or transfer of the Let,scd Premises from
I .cs.<.or 10 any mcmher or r .ei-$.OI'':, immediate family. For the purposes of this provision. r cssor's immediate family
~hall be defined as the pan~nts. children. gran<lc.:hildn:n ur 'Siblings of rhe J .e~sor.
Mcl<.inne}'/t-ramc Street. TX 1' 30'>566
..
5. A~sfgnmcnt: Lessee's Customers sh.al] be entitled to use the Easement~ granted herein und the provisions of this
Agreement shall benefit lessee's Customers. Les5or may l1nly a~ign Lessor's inlcresl in the Agreement to a
purchaser of Lessor's cnlirc interest in the Parent Parcel. Lessee may as.<;ign Lesscc·s interest in the AgrC(.,n1...11r to
any party agreeing h.1 be hound and sul~ject to the terms of the Agreement. Upon assignment. the assigning party will
be released from uny liabilit_y c)ccu1·ring after the date of such as~ignment. and the m;sil:,'ll~C will he responsible for a11
future ohligations of such assignor under 1hc Agr·eernent.
6. Slguagc: Lessor grants to Lessee lhc right to install and maintain during the Term ofthis Agrc<..'111C.."l'll identif}'i.ng sign:;
or oth1.--r l)'Pf..'S or l>igns required by any govtnunt..·r11al auth\"'lrity on or along any "ccess road to the Sile, including. if
neces:;ary. signs visible from the nearest public ~creet. at locations where iJJl access road diverges, or if an obstruction
ob:-<-'Ures visibility of 1hc Sile and Improvements. Lciis1...-c a1,rrcej:, ro minimize the si.i:c 1,.,f such signs as rcm;Omlbly
rcc.1uin:d for readability and compliance with n.:gulutions or directives of any glwcmmental authority.
7. Governmental Appro\' Is: Lessor sh.11\ fully cooperate with Lessee; and J .essee·s Cuslomcn.' efforts tn obtain mu.I
maintain in effect all govcnirneotal apprm·als. Lessor irrcvc..li.!ahly authorizes Lessee. Li.-sscc·~ Customen;, and their
agent<t to file api1lications as Lessor's agent with governmental authliritii;:$. which applications n:late tr, Lessee and
Lt}ssetfs Customers' inlc..·nded use of the Site. including but n(.}I limited to, land use .1ml ,uning application.s. Li.:ssee
shall perfom1 all other act~ and pay all reasonahJe expenses m.x:c~;1ry 10 obtain any approvals deemed necessary by
Lessee. Lessor agree1' not to oppnse any requests Jc)J' such approvals and agrees to execute in a timely mariner any
d(lCumeotation related to such approval8. T ,cssor's failure to comply with this provision would 1,.."ICate a material
breach of the J\gnx .. 1n1,.,nl.
!t Full Force and Effect; Entit-etv; Amendment; Counterparts. Exc1,.,"Pt as modified herein, lhc Agreement and all
lhc covmunts. agrccmeni:.. terms, provisions and conditi(111s !hereof remai11 in foll fim~c and effect and urc hcrehy
ratified and atrirmed. This .<\.mcndmcnt, together with the Lt.11sc, ctim.titutes the entire agn.:1,.,'TQCllt among the
undcrsiJ;,'Ill.'<I pa11ics hereto. Any modificatit\n lo thi~ Amendment must be in wri1.1ng and signed and delivered by
authot'i.7.ed representatives of the ,tlTcctcd rarties in order to be cff~-ctivc. This Amendment mny be executed in c1ny
numbi.:r or c;:ou,1terparts. each of which shc1l1 be an original. but all of which taken together shall cons1itute one
instrument.
IN WITN1':ss WH(REOF, L1.!S$t)t ::ind Lessee have each executed this Amendmenl as of the dates writtl-"D.
Lt::SSOR: Gene Gohlke
B:,,
Print Name
Titk
D.tk
I .F,SSOR: .Judith Gohlke
Oy
Prinl Nam<.:
Titk
Date
Onllas S ISA Tower Holclings LP,
a Oda" are limited 11artncrship
By ~~bel'i-~~X....~---
Prinl Name Na ~ n..'"'etst\ips/~M-----
Ti1lc Senior Mana~_-_rdl_u, ___ _
Date FEB 2 9 2008
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Center No.: 407~
LEASE AGREEMENT
This AGREEMENT, made this dJ. /Sf day of ~-~"'•..,b ... 1-, t 99'd., by and between
Gene A. Gohlke and wife, Judith C. Gohlke. 1401 Br dway St .. Denton. Texas 76201 42713
hereinafter called LESSOR, and Southwestern B~ll Wireless Inc. ("SWBW''), acting in its
capacity as general partner of the Dallas SMSA Limited Partnership, and being a corporation
organized and existing under the laws of the Slate of Delaware, with its principal place of business
at 15660 Dallas Parkway, Suite 1300. Dallas, Texas, 75248, hereinafter called LESSEE.
WJftREAS, LESSOR is the owner of the foUo\\-ing described real property, together with all
improvements thereon, lying and being situated in lhe County of Denton, State of Texas, being
five tracrs of land (Tracts 1, 2 and 3 situarcd in the Hiram Cisco Swvey, Abstract 1184, Tract 4
being situated in the B.B.B. & C.R.R. Co. Survey Abstract J 85, and Tract 5 situated in the A. Hil1
Swvey, Ab.met 623.). Said land being more panicularly described in the Deed Trust dated
December 3, 1985, recorded in Volume 1776, Page 107, Deed Records of Denton CoWlty, Texas.
Said property is further shown on Exhibit "A'' ~ttached and made a part hereof for all purposes,
and a portion thereof is hereinafter referred to as the "Leased Premises". Approximate location of
said l:eased Premises therein is also shown on Exhibit "A" and is _a); ' b~portion of the above
descnbed r,aJ property. (~ "-._ j ~ t J
WHEREAS, Ll','IBEE desires to lease said Leased P,ce iscs for the pwpose otnstruction.
operation, and maintenance of a radio trMsmission facility.
NOW THEREFORE, in consideration of the tenns, conditions and rentals hereinafter set forth,
LESSOR and LESSEE agree to the following:
l, The LESSOR hereby leases to LESSf:E the aforedescribcd Leased Premises along with the
right of way for ingress and egress as more panicularly sho\\11 on Exhibit "A". LESSOR shall
grant any and all easements as may be required by the appropriate electric and telephone
companies for the purpose of servicing LESSEE•s equipment. In addition, LESSOR hereby
grants to LESSEE the right to use additional property contiguous to the Leased Premises during
construction of the radio transmission facility. Said additional construction casement to be
restored as near as reasonably possible to its condition prior to construction by LESSEE.
LESSEE shall not use or permit the property to be used for any pw-pose other than a radio
transmission facility without written consent of LESSOR, said consent not to he unreasonably
withheld.
2. LESSOR agrees that LESSEE shall have free access to the Leased Premises for the pUipOsc of
constructing, installing, operating and maintaining the tadio transmission facility, and during the
continuation of this Lease, and any renewals thereof. ingress and egress is hereby granted to
LESSEE twenty-four (24) hours a day. three hundred sixty five (365) days per year. It is agreed .
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Center No.: 4015
however, that only authorb:ed engineers. employees, or properly authoriud contractors,
subcontractors, agents of LESSEE. agents of LESSOR, FCC Inspectors, or persons under their
direct supervision, will be pennitted to enter the Leased Premises.
3. LESSOR hereby grants to LESSEE the right to survey the leased Premises. Said survey, if
made, shall become Exhibit "B" to this Agreement and shalt supersede Exhibit" A".
4. The term of this Agreement shall be twenty (20) years beginning on the date a Building Pennit
is issued LESSEE by the City of Denton, Texas. Rent shall be paid in equal monthly installments
in advance. to LESSOR at its address in Denton County, Texas, or to such other person, firm or
place as the LESSOR may from time to time so designate in writing at least thirty (30) days in
advance of any rental payment date.
The first five (5) year period of this lease shall have an annual rate of $ 6,000.00 to be paid in
equal monthly inst.ailments as aforesaid.
The second five (5) year period of this Lease shall have an annual rate of$ 6,900.00 to be paid in
equal monthly installments as aforesaid.
The third five (5) year period of this Lease shall have an annual rate of$ 7,935.00 to be paid in
equal monthly installments as aforesaid.
The fourth five (5) year period of this Lease shall ha\lc an annual rate of$ 9,125.00 to be paid in
equal monthly installments as aforesaid.
5. If, at the end of twenty (20) years this Agreement has not been tenninated by either party giving
to the other written notice of an intention to so terminate it at least six (6) months prior lo the end
of such tenn. this Agreement shall continue in force upon the same covenants, tenns and
conditions, including rental payn1ents, for a further tenn of one (1) year, and so on from year to
year until terminated by either party giving to the other written notice of an intention to so
tenninate at least six { 6) months prior to the end of such term.
Provided LESSEE is not in default hereunder, and shall have paid all rents and swns due and
payable to LESSOR by LESSEE, Lf!SSEE shaU have the right to terminate this Agreement at
any time upon one (1) year's prior written notic:e from LESSEE tQ LESSOR. without penalty or
further obligation hereunder.
6. It is understood and agreed by the parties that LESSEE'S ability to use the Leased Premises is
contingent upon its obtaining, either before or after the effective date of this Lease Agreement. all
of the certificates, permits, and other approvals that may be required by any federal, state or local
authorities as well as satisfactory soiJ boring tests and/or Emironmental Studies which will pennit
LESSEE use of the Leased Premises as set forth above. LESSEE agrees to use best cffortc; to
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Center No.: 40?S
obtain all of the necessary certificates. permits and approvals which shall be obtained at
LESSEE'S sole expense.
LESSOR '-"ill cooperate v.ith LF..SSEE, at LESSEE'S sole cost and expense, in its effort to
obtain such approvals and shall take no action which would adversely affect the status of the
l.eao;ed Premi ses with respect to the proposed use thereof by LESSEE. In the event any such
applications should be fmally rejected or LESSEE, in its reasonable discrttion. believes such
application approval \\ill be too costly, time conswning or there is a reasonable likelihood that
said application will be rejected in the opinion of LESSEE or any certificate, pennit. license or
approval issued to LESSEE is canceled, expires or lapses or is otherwise withdrawn or terminated
by governmental authority or soil boring tests and/or Environmental Studies are found to be
unsatisfactory so that LESSEE, in its sole discretion will be unable to use the Leased Premises for
the pllrpOses set forth herein, LESSEE shall have lbe right to terminate this r..~. Prior written
notification to LESSOR of LESSEE'S intent to exercise its right to terminate this Lease shall be
by certified mail, return receipt requested., and shall be effective upon receipt of such notice by
L£SSOR as evidenced by the return receipt. All rentals paid to such tecmination date Mtalt be
retained by the LESSOR. Upon such termination, this Lease shall become null and void, and the
Parties shall have no further obligations, including the payment of monies, to each other except as
otherwise provided herein.
7. If all or part of the Le~d Premises. or if all or any part of the LESSOR'S land underlying the
radio transmission facility or roadway to the Leased Premises is taken by eminent domain or other
action by jurisdic1ions having the legal right to take said lands, and if any said taking in the sole
opinion of LESSEE renders the Leased Premises unusable for its intended purposes, then at
LESSEE'S option this Agreement may be declared null and void and no further force and effect
and there shall be no further payment of rents except that which may have been due and payable at
the time of said taking. In the event of a partial taking and LESSEE in its sole discretion wishes
to maintain its operations on the lands of the undersigned, LESSOR shall reduce the rental Qn the
Leased Premises by an amount proportionate to the part of the Leased Premises taken by eminent
domain or other such legal action.
8. LESSEE shall indemnify LESSOR and hold LESSOR hannless against any cJaim of liability
or loss from. personal injury or property damage, which may arise out of LESSEE'S negligence or
willful misconduct in connection wilh the Leased Premises, excepting, however. such claims or
damages as may be attributable in whole or in ran to tne acts or omissions of the LESSOR. or its
agents, servants or contractors. In the event of Ll!SSOR'S negligence or willful misconduct,
LESSOR shall so indemnify LESSEE.
LESSOR represents and warrants to LESSEE that LESSOR! {i) is not presently engaged in, (ii)
does not presently have actual knowledge of, (iii) has not at any time in the past engaged in, and
(iv) has no actual knowledge fhat any third person or entity has engaged in or permitted any
operations or activities upon. or any use or occupancy of. the Leased Premises, on any portion
thereof, for the pwpose of, or in any way involving the handling, manufacturing, treatment,
stora.ge. use, transportation, spillage, leakage, dumping, discharge. or disposal (whether legal or
illegal), accidenral or intentional, of any hazardous substances or any wastes regulated under any
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Center No.: 4015
local, state or federal law. Prior to and after the tenn of this Lease, LESSOR indemnifies and
holds LESSEE harmless from any and aJl claims of liability under any Environmental
Regulations, except for claims arising in whole or in part, out of LESSEE'S use or occupancy of
the Leased Premises.
LESSEE represents, warrants, and covenants to LESSOR that L~SEE shall at no time during
the term of the Lease Agrcemenl use or permit the Leased Premises to be used in violation of any
Environmental Regulations. LESSEE shall indemnify and hold LESSOR harmless from any and
alt claims of liability under any Environmental Regulations arisinQ out of J,ESSE€'S use or
occupancy of the Leased Premises.
for purposes of these provisions, the tenn "Environmental Regulations" shalt mean a'ly law,
statute, regulation. order or rule now or hereafter promulgated by any Governmental Authority.
whether local, state or federal, relating to air pollution, water pollution, noise control and/or
transporting. storing, handling, discharge. disposal or recovery of on~site or off-site hazardous
substances or materials, as same may be amended from time to time, including ""ithout limitation
the following: (i) the Clean Air Act (42 U.S.C. §§ 740) ~.); (ii} Marine Protection, Research
and Sanctuaries Act (33 U.S.C. §§ 1401-1445); (Hi) the Clean Water Act (33 U.S.C-§§ 1251 ~
~.); (iv) RCRA, as amended by the Hazardous and Solid W~te Amendments of 1984 (42 U.S.C.
§§ 6901 ~.); {v) CERCLA. as amended by the Superfund Amendments and Reauthori7.ation
Act of 1986 (42 U.S.C. §§ 9601 ~.); (vi) TSCA; (vii) the Federal Insecticide, Fungicide and
Rodenticide Act as amended (7 U.S.C. §§ 135 ~.); (viii) the Safe Drinking Water Act (42
U.S.C. §§ 300 (f) et seg.); (ix) OSJ-fA; (x) the Hazardous Liquid Pipeline Safety Act (49 U.S.C.
§§ 2001 ~ seq.); (xi) the Hazardous Materials Transpottation Act (49 U.S.C. §§ 1801 et seq.); (xii)
the Noise Control Act of 1972 (42 U.S.C. ~§ 4901 ~-); (xiii) EPCRA: (xiv) National
Environmental Policy Act (42 U.S.C. H 4321-4347).
LESSEE will carry during the tenn of this Lease the following liability insurance with
customary coverage and exclusions:
Bodily Injury
Property Damage
$1,000,000.00 for injury to any one
person and $2,000.000.00 for all
injuries sustained by more than one
person in any one occUITence.
$ l 00,000.00 for damage as a result
of any one accident
LESSEE agrees to furnish LESSOR with certificates of insurance certifying that
LESSEE has in force and effect the above specified insurance and naming LESSOR as an
additional insured.
9. Prior to the Commencement Date of this Lease, LESSEE shall have full access to the Lc;t:--1.'J
Premises with prior notice to LESSOR for the purposes of undertaking any n~essary te,t,.
studies and inspections relating to LESSEE'S proposed use of the Leased Premises and at ,u, l·
times LESSOR and l.ESSEE mulually agree. In the event LESSEE is unable to utiliLc 1::~
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Ctntu No,; 4075
Leased Premises for the purpose stated herein, and terminates thls Lease pursuant to Paragraphs 6
or 7 hereinabovc, LESSEE agrees that it shall restore the Leased Premises and such other portions
of the Parcel that have been damiged. modified or altered by or on behalf of LESSEE as nearly as
possible 10 their original condition.
10. LESSEF. shall have a separate power meter installed for its electric service and LESSEE shall
pay all costs related to said eleerric service.
11. LESSOR shall be responsible for payment of all ad valorem taxes levied upon the lands of
LESSOR. LESSEE shall be responsible for all ta>ees levied upon the leasehold improvements
(including equipment building and tower) on the Leased Premises.
12. LESSEE, upon tennination of lhis Agreement, shall, within a reasonable period, remove its
building, tower and personal property and restore the ground surface of the property as nearly as is
reasonably possible to it-. original condition. rea.'ionable wear and tear excepted,
13. LESSOR may sell, assign or transfer this Lease Agreement at any time. Any sale, assignmenri
or transfer by LESSOR of all or part of the Leased Premises to a purchase.r, assignee, or
iransferee, other than LF.SSEE, shall be under and subject to this Lease Agreffllent and
LESSEE'S rights hereunder .
14. LESSOR covenants that LESSEE, on paying the rent and performing the covenants by it
herein made. shall and may peaceably and quietly have. hold and enjoy the Leased Premises.
15. This tease Agreement and the performance thereof shall be governed, intcrprete~ construed
and regulated by the Jaws of the State of Texas. Any litigation concerning this Lease shall be
conducted in Denton County, Texas. and the parties hereby agree to the venue and personal
jurisdiction of these courts.
16. All notices berelDlder must be in writing and shall be deemed validly given if sent by cettified
mail, postage prepaid, addressed as shown below {or to any other address that the party to be
notified may have designated to the sender by like notice):
LESSEE: Southwestern Bell Wireless Inc. Site #407S
P.O. Box 797246
Dallas. Texas 75379
(972) 774-4691
(972) 774.4704 (telccopy)
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LESSOR:
AND with a copy to:
Southwestern Bell Wireless Inc.
Attention: Legal Department. Site #4075
15660 Dallas Parkway, Suite J JOO
Dallas, Texas 75248
Oenc A. Gohlke and Judith C. Gohlke
I 401 Broadway St
Denton. TX 76201·2713
Center No.: 4075
17. This Agreement may be sold, assigned, or transferred by LESSEE at any time without the
consent of the LESSOR, to a subsidiary, partner or affiliate of the LESSEE. or to a successor to
the primary business offered by LESSEE. Any other assignment shall require written approval of
LESSOR, such consent not to be unreasonably withheld.
18. LESSEE at its sole discretion shall have the right to sublease to others whose primary
business is the provision oftadio tr.msmission and/or commwiications service.
19. This Agreement shall extend 10 and hind the heirs, executors, administrators, successors and
ai;signs of the parties hereto .
20, At LESSOR'S option, this Agreement shall be subordinate to an}' mortgage by LESSOR
which from time to time may encwnber all or part of the Leased Premises or right of way;
provided, however, evecy such mortgage shall recognize the validity of this Agreement in the
event of a forecloS\lfC of LESSOR'S interest and also LESSEE'S right to remain in occupancy of
and have access to the Leased Premises as long as LESSEE is not in default of this Agreement
LESSEI!: shall exC4:ute whatever inslrUlllents may reasonably be required to evidence this
subordinate clause. In the event the leased property is eocwnbered by a mortgage, LESSOR
immediately after this Lease Agreement is exercised, will obtain and furnish to LESSEE. a non•
dh.1urbance instrument for each such mortgage in recordable fonn.
21. For the purpose of providing constructive notice hereof, LESSOR and LESSEE hereby agree
to execute a Memorandum of Lease Agreement, in rec~miable fonn and LESSEE shall have the
same recorded in the land records of the aforesaid county and state.
22.1 .. ESSOR covenants that L&.4itSOR is seized of good and sufficient title and interest to the
property and has full authority to enter into and exec.ute this Agreement. LESSOR further
covenants that there are no other liens, judgments or impediments of title on the property.
23. During the tenn of the Agreement, LESSEE shall make the lease payment as agreed on in
Paragraph 4 of this Agreement. If the LESSEE fails to make the lease payment on or before the
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Center No.: 407.5
due date, the LESSOR must notify the LESSEE in writing by United S~tes postage prepaid
Cenified Mail Return Receipt Requested, or by Express Mail. The LESSEE shall have ten (10)
business days from the receipt of the notification to cw-e the default.
24. The parties hereto declare that they have read and do understand each and every term.
condition and covenant contained in this Lease and in any docwnent iocorp<>ratcd by reference.
This Lease includes the entire agreement between the parties relating hereto and supersedes all
prior or contemporaneous negotiations, commitments, representations. writings and/or oral
understandings or agreements, The parties signed this A~ement for the consideration herein
expressed. Any addition to, variation or modification of this Agreement shaJ I be void and
ineffective unless in writing signed by the parties hereto.
25, LESSEE represents that it is a Delaware Limited Partnership in good standing in the State of
Delaware and qualified to do business as a foreign limited partnership in the State of Texas and
that Southwestern BclJ Wireless Inc. is the sole General Partner of LESSEE. responsible for the
operation and control of all of the business of the LESSEE.
IN WITNESS WHEREOF. the parties hereto have set their hand and affixed their respective
seals the days and year just below written .
LESSOR:
Date:
LESSEE: DALLAS SMSA LIMITED PARTNERSHIP
By Its General Partner
SOUTHWESTERN BELL WIRELESS INC.
~B
Date:
ice President, General Manager
q/!',fof
Q;\ma.<ilergro\lttd•liability.doc
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THE STA TE Of' TEXAS
COUNTY oil)~
ACKNOWLEDGMENT
BEFORE ME, the undersigned alJthority, on this day personally appeared
.,._,k Q,_ &1.hJnown to me to be the person whose ruune is subscribed to the
foregoing im;trument and acknowledged to me that he/she executed the same for the
purposes and consideration therein expressed.
GIVEN UNDER MY HAND AND SEAL OF OFF(CE, this __...;;:8 ..... +l ___ _
day of Jp,~\leh..A.D., l 99& .
Con1mission Expires
e. SHERRY SMlflL
Jfoc.yN!k
STAttOFTQAS
MJ lllllllt. !Ip. W'OMI
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THE STATE OF TEXAS
COUNTY O~Q,:):v1(fy\_
ACKNOWLEDGMENT
BEFORE ME, the undersigned authority, on this day personally appeared
~wL.J..b. e. ~wn to me to be theJ!<niOn whose"""" is subsaibed ro the
foregoing instrument and acknowledged to me that he/she executed the same for the
purposes and consideration therein expressed.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this _e;_~----
day o~. A.D., 1998 .
Notary Puhliclnand r the State of Texas
SHERRY SMIRL
Not-,.NIID
STATE OP TEXAS
-..1,.U.U~~~_!_.i..!....!_!_..SL_-1-~~~ c.n. r.. 12/0IISII
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THE STATE OF TEXAS
COUNTY OF DALLAS
ACKNOWLEDGMENT
BEFORE M£, the undersigned authority. on this day personally appeared Lowell
D. Whitlock, Vice President and General Manager, Southwestern Bell Wireless Inc., a
corporation, known to me to be the person and officer whose name is subscribed to the
foregoing instrument and acknowledged to me that the saxne was the act of the said
Southwestern BeU Wireless Jnc., a corporation, and that he executed the same as the act of
such corporation for the pwposes and consideration therein expressed, and in the capacity
therein stated.
~EN UNDER. MY HA. .ND. AND SEAL Of OFFICE, This ~ / ~
day of ~ ~pft~ . A.O. 1998.
My Commission Exp.ires _-'-/=-()---th}.,"'-"-_ .. __ q_g __
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EXHIBIT"A"
Attached to and made a pan of that certain Lease Agreement dated '5 ~ ~L J qq9
, 1998, by and between Oene A. Gohlke and wife Judith C. Oohlke lessor. and ---· Da11a.s SMSA Limited Partnership, Lessee-
CELL SITE NAME:
CENTER NUMBER:
Search 2
#4075
p,p,r,.,. ·-·•-,,,,""'
,w-,wn,.
1'(..--#1111
,.,, .... i:;;,;•-
--
EXIIlBIT II A"
Page/ of/
NOie • (}il·ner and SWBW ""'>'· at SWBU'"s opli011. rep/a« thrs F:xh1b1t -..·irh a11 tmib11 stttingforth the legal tktcnptiOlf ()j
tht property on whith the Site i1 l«attd Olldlor on as-b11rlt drawing tkpicllrr, tlw Sil~.
DALLAS SMSA LIMITED P ARTNERSIDP
EXHIBITD
The Second Amendment attached hereto
ATC Site No: 309566
Site Name: Mckinney-Frame St.
Project Number: 13670866 (KD)
THE SECOND AMENDMENT TO LEASE AGREEMENT
This Second Amendment to lease Agreement (this • Amendment") is made effective as of the latter signature
date hereof (the NE/fectlve Date") by and between 612 E McKinney LLC, a limited liability company,
("Landlord') and SBC Tower Holdings LLC, a Delaware limited liability company ("Tenant") (Landlord and
Tenant being collectively ref-erred to herein as the "Parties").
REOTAIS
WHEREAS, Landlord owns the real property described on Exhibit A attached hereto and by this reference
made a part hereof (the uParent Pan:er); and
WHEREAS, Landlord (or its predecessor-In-interest) and Tenant (or Its predecessor-In-Interest) entered into
that certain Lease Agreement dated September 21, 1998 {as the same may have been amended from time to
time, collectively, the "Lease0), pursuant to which the Tenant leases a portion of the Parent Parcel and is the
beneficiary of certain easements for access and public utilities and easements for guy wires and guy anchors,
all as more particularly described in the Lease (such portion of the Parent Parcel so leased along with such
portion of the Parent Parcel so affected, colJectlvely, the "Leased Premises"), which Leased Premises are also
described on Exhibit A; and
WHEREAS, Tenant entered Into that certain Sublease Agreement dated December 14, 2000 with Southern
Towers, Inc., predecessor-in-interest to American Tower Asset Sub ll, LLC (" Amerlcun Towel'), whereby
American Tower subleases the Leased Premises from Tenant; and
WHEREAS, Landlord and Tenant desire to amend the terms of the Lease to extend the term thereof and to
otherwise modify the Lease as expressly provided herein.
NOW THEREFORE, in consideration of the foregoing recitals and the mutual covenants set forth herein and
other good and valuable consideration, the receipt, adequacy, and sufficiency of which are hereby
acknowledged, the Parties hereby agree as follows:
1. On&-Tlme Payment. Tenant shall pay to Landlord a one-time payment in the amount of Twenty Five
Thousand and No/100 Dollars ($25,000.00), payable within thirty (30) days of the Effective Date and
subject to the following conditions precedent: (a) Tenant's receipt of this Amendment executed by
Landlord, on or before July 15,· 2018; (b} Tenant's confirmation that uindlord's statements as further set
forth in this Amendment are true, accurate, and complete, Including verification of Landlord's ownership;
(c) Tenant's receipt of any documents and other Items reasonably requested by Tenant In order to
effectuate the transaction and payment contemplated herei~; and (d) receipt by Tenant of an original
Memorandum (as defined herein) executed by Landlord.
2. Lease Term Extended. Notwithstanding anything to the contrary contained In t~e Lease or this
Amendment, the Parties agree the lease originally commenced on November 9, 1998 and, without giving
effect to the terms of this Amendment but assuming the exercise by Tenant of all remaining renewal
options contained In the Lease (each an "EK/sting Renewal Term" and, collectively, the "Existing
Renewal Terms"), the Lease Is otherwise scheduled to expire on November 8, 2038. In addition to any
Existing Renewal Term(s), the Lease is hereby amended to provide Tenant with the option to extend the
Lease for each of six (6) additional five (5) year renewal terms (each a "New Renewal Term" and,
collectively, the "New Renewal Terms"). Notwithstanding anything to the contrary contained in the
Lease, (a) all Existing Renewal Terms and New Renewal Terms shall automatically renew unless Tenant
notifies Landlord that Tenant elects not to renew the Lease at least sixty (60) days prior to the
commencement of the next Renewal Term (as defined below) and (b) Landlord shall be able to terminate
this Lease only In the event of a material default by Tenant, which default Is not cured within sixty { 60)
days of Tenant's receipt of written notice thereof, provided, however, In the event that Tenant has
Site No: 309566
Site Name: McKinney/ Frame St
diligently commenced to cure a material default within sixty (60) days ofTenant's actual receipt of notice
thereof and reasonabfy requires additional time beyond the sixty (60) day cure period described herein
to effect such cure, Tenant shall have such additional time as is necessary (beyond the sixty (60) day cure
period) to effect the cure. References in this Amendment to RRenewa/ Termn shall refer, collectively, to
the Existing Renewal Term(s) and the New Renewal Term(s). The Landlord hereby agrees to execute and
return to Tenant an original Memorandum of Lease in the form and of the su bsta nee attached hereto as
ExhJblt B and by this reference made a part hereof (the "Memorandum") executed by Landlord, together
with any applicable forms needed to record the Memorandum, which forms shall be supplied by Tenant
to Landlord.
3. Rent and Escalation. Commencing with the first rental payment due following the Effective Date, the
rent payable from Tenant to Landlord under the Lease Is hereby inaeased to One Thousand TWo
Hundred and 00/100 Dollars ($1,200.00) per month (the "Rent"). Commencing on November 9, 2023
and on the beginning of each Renewal Term thereafter, Rent due under the IJ!ase shall increase by an
amount equal to fifteen percent (15") of the then current Rent. In the event of any overpayment of
Rent prior to or after the Effective Date, Tenant shall have the right to deduct from any future Rent
payments an amount equal to the overpayment amount. Notwithstanding anything to the contrary
contained in the lease, all Rent and any other payments expressly required to be paid by Tenant to
Landlord under the Lease and this Amendment shall be paid to 612 E McKinney UC. The escalations In
this Section shall be the only escalations to the Rent and any/all rental escalations otherwise contained in
the Lease are hereby null and \told and of no further force and effect.
4. Option to Expand Leased Premises. landlord hereby grants to Tenant an irrevocable option to expand
the leased Premises to indude an addidonal one hundred fifty (150) square feet contiguous to the
Leased Premises, in a shape and location to be designated by Tenant by written notite to landlord (the
NOptlon Area"). said option may be exercised by Tenant, in Tenant's sole and absolute discretion, at any
time during the term of the Lease (as the same may be extended from time to time). In connection with
this option to expand, Tenant, its agents, employees and independent contractors, shall have the right to
enter upon that portion of the Parent Parcel lying beyond the Leased Premises at any time for purposes
of evaluating the land and to perform (or cause to be performed) test borings of the soil, environmental
audits, engineering studies and to conduct a survey. Said right of Tenant shall include, without limitation,
the right to dear trees, brush and other obstructions which may Interfere, in Tenant's sole discretion,
with Tenant's ability to conduct such evaluation activities. In the event Tenant elects to cause a
boundary, as-built or similar survey of all (or any portion of) the Option Area (the "survey") to be
prepared by a surveyor duly licensed under the laws of the state in which the Option Area Is located,
Landlord agrees to execute an amendment to the lease to reflect the addition of the Option Area to the
Leased Premises, in a form which is recordable in the county in which the Leased Premises is located and
uses the description provided on said Survey. Until such time as Tenant exercises the option to expand
described herein, if ever, landlord hereby agrees to give Tenant no less than thirty (30} days prior notice
prior to entering into a lease or other use or occupancy agreement pertaining to any portion of the
Parent Parcel. During the foregoing thirty (30) day period, Tenant may elect to designate the Option
Area by written notice to landlord, in which case such Option Area would no longer be available for
landlord to lease to a third party.
5. landlord and Tenant Acknowledgments. Except as modified herein, the Lease and all provisions
contained therein remain in full force and effect and are hereby ratified and affirmed. The Parties
hereby agree that no defaults exist under the Lease. To the extent Tenant needed consent and/or
approval from Landlord for any of Tenant's activities at and uses of the site prior to the Effective Date,
including subleasing to American Tower, Landlord's execution of this Amendment is and shall be
Site No: 309566
Site Name: McKinney/ Frame St
considered consent to and approval of all such activities and uses and confirmation that no additional
consideration Is owed to Landlord for such activities and uses. Landlord hereby acknowledges and
agrees that Tenant shall not need consent or approval from, or to provide notice to, landlord for any
future activities at or uses of the Leased Premises, including, without limitation, subleasing and licensing
to add!tional customers, installing, modifying, repairing, or replacing improvements within the Leased
Premises, and/or assigning all or any portion ofTenant's interest in this lease, as modified by this
Amendment Tenant and Tenant's sublessees and customers shall have vehicular (speciflcally including
truck) and pedestrian access to the Leased Premises from a public right of way on a 24 hours per day, 7
days per week basis, together with utilities services to the leased Premises from a public right of way.
Upon request by Tenant and at Tenant's sole cost and expense but without additional consideration
owed to landlord, Landlord hereby agrees to promptly execute and return to Tenant building permits,
zoning applications and other forms and documents, Including a memorandum of lease, as required for
the use of the Leased Premises by Tenant and/or Tenant's customers, licensees, and sublessees. Landlord
hereby appoints Tenant as Landlord's attorney-in-fact coupled with an interest to prepare, execute and
deliver land use and zoning and building permit apphcations that concern the Leased Premises, on behalf
of Landlord with federal, state and local governmental authorities, provided that such applications shall
be limited strictly to the use of the Leased Premises as a wireless telecommunications faclllty and that
such attorney-in-fact shall not allow Tenant to re-zone or otherwise reclassify the Leased Premises or the
Parent Parcel. The terms, provisions, and conditions of this Section shall survive the execution and
delivery of this Amendment.
6. Non-Compete. During the original term, any Existing Renewal Terms, and/or any New Renewal Terms of
this Lease, landlord shall not sell, transfer, grant, convey! lease, and/or license by deed, easement, lease,
license or other legal-Instrument, an interest in and to, or the right to use or occupy any portion of the
Parent Parcel or Landlord's contiguous, adjacent, adjoining or surrounding property to any person or
entity directly or indirectly engaged in the business-of owning, acquiring, operating, managing, investing
in or leasing wireless telecommunications Infrastructure (any such person or entity, a "Third Party
Competitor") without the prior written consent of Tenant, which may be withheld, conditioned, and/or
delayed in Tenant's sole, reasonable dlsaetion.
7. Umlted Right of Arst Refusal. Notwithstanding anything to the contrary contained herein, this paragraph
shall not apply to any fee simple sale of the Parent Parcel from landlord to any prospective purchaser
. that is not a Third Party Competitor orto American Tower. If Landlord receives an offer or desires to
offer to: (I) sell or convey any Interest (including, but not limited to, leaseholds or easements) in any real
property of which the Leased Premises is a part to a Third Party Competitor or (ii) assign all or any
portion of landlord's interest iri the Lease to a Third Party Competitor (any such offer, the "Offer'),
Tenant shall have the right of first refusal to purchase the real property or other interest being offered by
landlord In connection with the Offer on the same tenns and conditions. lfTenant elects, In Its sole and
absolute discretion, to exercise its right of first refusal as provided herein, Tenant must provide Landlord
with notice of its election not later than forty-five (45) days after Tenant receives written notice from
Landlord of the Offer. If Tenant elects not to exercise Tenant's right of first refusal with respect to an
Offer as provided herein, Landlord may complete the transaction contemplated in the Offer with th~
Third Party Competitor on the stated terms and price but with the express condition that such sale is
made subject to the terms of the Lease, as modified by this Amendment. landlord hereby acknowledges
and agrees that any sale or conveyance by Landlord in violation of this Section is and shall be deemed to
be null and void and of no force and effect. The terms, provisions, and conditions of this Section shall
surviv_e the execution and delivery of this Amendment. For the avoidance of doubt, American Tower, its
affiliates and subsidiaries, shall not be considered a Third Party Competitor and this provision shall not
Site No: 309566
Site Name: McKinney/ Frame St
I
• ' I !
apply to f~ure transactions with American Tower, Its affiliates and subsidiaries.
8. Landlord Statements. landlord hereby represents and warrants to Tenant that: (i) to the extent
appllcable, Landlord is duly organized, validly existing, and In good standing in the jurisdiction In which
l\tndlord was organized, fonned, or Incorporated, as apphcable, and Is otherwise in good standing and
authorized to transact business in each other jurisdiction in which such qualifications are required; (Ii}
landlord has the full power and authority to enter into and perform Its obligations under this
Amendment, and, to the extent applicable, the person(s) executing this Amendment on behalf of
Landlord, have the authority to enter into and deliver this Amendment on behalf of landlord; (111) no
consent, authorization, order, or approval of, or filing or registration with, any governmental authority or
other person or entity is required for the execution and delivery by Landlord of this Amendment; (iv)
landlord Is the sole owner of the Leased Premises and all other portions of the Parent Parcel; (v} to the
best of Landlord's knowledge, there are no agreements, liens, encumbrances, claims, claims of lien,
proceedings, or other matters (whether flied or recorded in the applicable public records or not) related
to, encumbering, asserted against, threatened against, and/or pending with respect to the Leased
Premises or any other portion of the Parent Parcel which do or could (now or any time in the future)
adversely impact, Umit, and/or impair Tenant's rights under the lease, as amended and modified by this
Amendment; and (vi) the square footage of the leased Premises is the greater of Tenant's existing
improvements on the Parent Parcel or the land area conveyed to Tenant under the Lease. The
representations and warranties of Landlord made In this Section shall survive the execution and delivery
of this AmendmenL Landlord hereby does and agrees to indemnify Tenant for any damages, losses,
costs, fees, expenses, or charges of any kind sustained or Incurred by Tenant as a result of the breacfl of
the representations and°warranties made herein or If any of the representations and warranties made
herein prove to be untrue. The aforementioned Indemnification shall survive the execution and delivery
of this Amendment •
9. Confidentiality. Notwithstanding anything to the contrary contained In the lease or In this Amendment,
Landlord agrees and acknowledges that all the terms of this Amendment and the lease and any
information furnished to Landlord by Tenant or American Tower in connection therewith shall be and
remain confidential. Except with landlord's family, attorney, accountant, broker, lender, a prospective
fee simple purchaser of the Parent Parcel, or ff otherwise required by law, Landlord shall not disclose any
such terms or Information without the prior written consent of Tenant. The terms and provisions of this
Section shall survive the execution and delivery of this Amendment.
10. Notices. All notices must be In writing and shall be valid upon receipt when delivered by hand, by
nationally recognaed courier service, or by First Oass United States Mail, certified, return receipt
requested to the addresses set forth herein: to Land ord at: 4880 long Prairie Rd, Suite 200, Flower
Mound, TX 75028; to Tenant at: c/o AT&T Network Real Estate Administration, RE: FA No.10004560.
Suite 13-F West Tower, 575 Morosgo Drive, Atlanta, GA 30324; with copy to: AT&T legal Department,
Attn.: Network Counsel, RE: FA No. 10004560. 208 S. Akard Street, Dallas, TX 75202-4206; and also with
copy to: American Tower, Attn.: land Management, 1-0 Presidential Way, Woburn, MA 01801; and also
with copy to: Attn.: Legal Dept. 116 Huntington Avenue, Boston, MA 02116. Any of the Parties, by thirty
(30) days prior written notice to the others in the manner provided herein, may designate one or more
different notice addresses from those set forth above. Refusal to accept delivery of any notice or the
Inability to deliver any notice because of a changed address for which no notice was given as required
herein, shall be deemed to be receipt of any such notice.
11. Counterparts. This Amendment may be executed in several counterparts, each of which whel'\ so
executed and defivered, shall be deemed an original and all of which, when taken together, shall
Site No: 309566
Site Name: McKinney/ Frame St
constitute one and the same instrument, even though all Parties are not signatories to the original or th~
same counterpart. Furthermore, the Parties may execute and deliver this Amendment by electronic
means such as .pdf or similar format. Each of the Parties agrees that the delivery of the Amendment by
electronic means will have the same force and effect as delivery of original signatures and that each of
the Parties may use such electronic signatures as evidence of the execution and delivery of the
Amendment by all Parties to the same extent as an original signature.
12. Governing Law. Notwithstanding anything to the contrary contained In the Lease and in this
Amendment, the Lease and this Amendment shall be governed by and construed In all respects In
accordance with the laws of the State or Commonwealth in which the Leased Premises is situated,
without regard to the conflicts of laws provisions of such State or Commonwealth.
13. Waiver. Notwithstanding anything to the contrary contained herein, in no event shall Landlord or Tenant
• be liable to the other for, and Landlord and Tenant hereby waive, to the fullest extent permitted under
applicable law, the right to recover incidental, consequential (including, without limitation, lost profits,
loss of use or loss of business opportunity), punitive, exemplary and simllar damages.
14. Tenant's Securttlzatlon Rights; Estoppel. Landlord hereby consents to the granting by Tenant and/or
American Tower of one or more leasehold mortgages, collateral assignments, liens, and/or other security
Interests (collectively, a uSecurlty Interest") in Tenant's {or American Tower's) interest in this Lease, as
amended, and all of Tenant's (or American Tower's) property and fixtures attached to and lying within
the Leased Premises and further consents to the exercise by Tenant's (or American Tower's) mortgagee
("Tenant's Mortgagee") of its rights to exercise Its remedies, including without limitation foreclosure,
with respect to any such Security Interest. Landlord shall recognize the holder of any such Security
Interest of which Landlord is given prior written notice (any such holder, a "Hok/el') as urenant"
hereunder in the event a Holder succeeds to the interest of Tenant and/or American Tower hereunder by
the exercise of such remedies. Landlord further agrees to execute a written estoppel certificate within
thirty (30) days of written request of the same by Tenant, American Tower or Holder.
15. Taxes. The Parties hereby agree that all of the terms, provisions, and agreements contained in Section 11
of the Lease Agreement dated September 21, 1998, are hereby deleted in their entirety and the
following are inserted in lieu thereof:
During the term of the Lease, Landlord shall pay when due all real property, personal property, and
other taxes, fees and assessments attributable to the Parent Parcel, including the Leased
Premises. Tenant hereby agrees to reimburse Landlord for any personal property taxes in addition to
any increase in real property taxes levied against the Parent Parcel, to the extent both are directly
attributable to Tenant's improvements on the Leased Premises (but not, however, taxes or other
assessments attributable to periods prior to the Effective Date), provided, however, that Landlord must
furnish written documentation (the substance and form of which shall be reasonably satisfactory to
Tenant) of such personal property taxes or real property tax increase to Tenant along with proof of
payment of same by Landlord. Anything to the contrary _notwithstanding, Tenant shall not be obligated
to reimburse Landlord for any applicable taxes unless Landlord requests such reimbursement within one
(1} year after the date such taxes became due. Landlord shall submit requests for reimbursement in
writing to: American Tower Corporation, Attn: Landlord Relations, 10 Presidential Way, Woburn, MA
01801 unless otherwise directed by Tenant from time to time. Subject to the requirements set forth in
this Section, Tenant shall make such reimbursement payment within forty-five (45) days of receipt of a
written reimbursement request from Landlord. Tenant shall pay applicable personal property taxes
directly to the local taxing authority to the extent such taxes are billed and sent directly by the taxing
Site No: 309566
Site Name: McKinney/ Frame St
authority to Tenant. If Landlord fails to pay when due any taxes affecting the Parent Parcel as required
herein, Tenant shall have the right, but not the obligation, to pay such taxes on Landlord's behalf and: (i)
deduct the full amount of any such taxes paid by Tenant on Landlord's behalf from any future payments
required to be made by Tenant to Landlord hereunder; {ii) and demand reimbursement from Landlord,
which reimbursement payment Landlord shall make within thirty (30) days of such demand by Tenant;
and/or (Iii) collect from Landlord any such tax payments made by Tenant on Landlord's behalf by any
lawful means.
[SIGNATURES COMMENCE ON FOLLOWING PAGE]
Site No: 309566
Site Name: McKinney/ Frame St
LANDLORD:
612 E McKinney llC
a limited liabl11ty,company,
[SIGNATURES CONTINUE ON FOLLOWING PAGE]
Site -No: 309566
Site Name: McKinney/ Frame St
TENANT:
Site No: 309566
Site Name: McKinney/ Frame St
EXHIBIT A
This Exhibit A may be replaced at Tenant's option as described below.
PARENT PARCEL
Tenant shail have the right to replace this description with a description obtained from Landlord's deed (or
deeds) that include the land area encompassed by the Lease and Tenant's improvements thereon.
The Parent Parcel consists of the entire legal taxable lot owned by Landlord as described in a deed (or deeds)
to Landlord of which the Leased Premises is a part thereof with such Parent Parcel being described below:
BEING all lhat cmain loc, tmet, or parcel of land situated in the H. Sisco Survey Absmu:tNumbet
1184 illlheCity ofDeotoo,Denton County, Texas, belns llll that certain ooot of land conveyed by
deed ftom Gary W. Spitalr and Jack T. Brown to Qeue A Ooblb and wile, Jll1ilh C. Ooh\ke
recorded in Volume 1776, Page 84, Real Property~ Denton County, Texa,i aiad being mon:
particulaly described !Ill follows:
BEOINNINO Bl an iron ~ folllld for comec in the SOUlh line of Hast McXinney Sttee1, a public
roadway having a rigbi.of-way of 70.0 feet, said point being 111c northeast romer of dlllt C\llbrio
tmcr of land conveyed by de;:d from JWKW Real Eslale, Inc. to Rodolfo Sam;ino and Orieelda
Samano recorded under Dooument Number 2016-22991, Real Property hoords, Denton County,
Texas;
THENCE S fl" 58' 37" E, 125.53 &et witJ, Sllid $)\Ith 6ne of said East McKinney Street to an
iron rod marked 48S7 found for comer in the west line orPnwe Street. a pub)iG roadway having
• variable! width right-of•way;
TIIBNCESOO" 18' lO"E, 344..'iS f«t widtstdd westlineofsddFnuneStreetto.a mag nail found
for comer in the north line of that certain tract of land conveyed by deed tiom Moore Business
Forms, Ille. to Ille City or Denton recorded. in Volume 2902. Page 950. Real Property Reeordl.
Denloo Co!Jllty. Texas;
THENCE along 1hc 8l"G of a curve to the right having a central angle n02" OT ST'. a ll!dius of
45~7 fffl, an arc length of2.S7.0S feet, whose chord bears·N 62" 15' -08" W. 253.70 feet with
said north.line of said City of Denton tract to an ironrod foond for comerin lbeeast liooofRat1road
Avenue, a public roadway ha\ing a right-of-way ofS0.O feet;
THENCEN 00° 19' 07" W, 84.65 feet with $8id east line of mid Railtoad Avenue t0 an irou rod
marked 4157 found for eomer, said point being the solllhwest oomer of said Samano 1rad and the
south'MJSI comer of Lot l, Block. 1 of Car Wnab Equlpmenl Addition, an addition tO the Cil.y of
J)crl(on_ Denton Col.Inly, Texas, aooo«ling to the plat thereof recorded in ~ E. Page 374. Ph¢
Reconh. Deuton County. Te:<lllr.
114ENCE S 38° '11.' 28" E. 98.27 fed wilb lhe south line of said Samano net and with lhe south
linll of said Car wasb Equiplnelll Addition to an iron rod marked 4857 fo\lld for comer at the
soulhemt comer of said Samano li'act aoo said Car Wash Equipinenl Additioo;
THENCEN 00" 11' 23" w, 149.57 rcet with the east line of said SWllllDO met DI with lhe elll!t
line of Rid Car Wash Equipment Addition to the PLAC.E OF BEGINNING and comaining l .22()
acres ofhmd.
And being known as Denton County, Texas parcel: R32792.
Site No: 309566
Site Name: McKinney/ Frame St
EXHIBIT A (cont.)
LEASED PREMISES
Tenant shall have the right to replace this description with a description obtained from the Lease or from a
description obtained from an as-built survey conducted by Tenant
The leased Premises consists of that portion of the Parent Parcel as defined in the lease which shall indude
access and utilities easements. The square footage of the leased Premises shall be the greater of: (i) the land
area conveyed to Tenant in the lease; (ii) Tenant's (and Tenant's customers') existing improvements on the
Parent Parcel; or (iii) the legal description or depiction below.
All that certain tract or parcel of land lying and being situated in the Hiram Sisco Survey, Abstract
No. 1184, Denton County, Texas, being part ofFirst Tract described in a deed from Oary W. Spitzer
and Jack T. Brown to Gene A. Gohlke and wife, Judith C. Gohlke, recorded in Volume 1776, Page
84, Real Property Records, Denton Qiunty, Texas, and being more particularly described as fi>Jlows:
COMMENCJNG at the Southeast comer of said First Tract, and the Northeast comer of the 1ninl
Tract descn"bed in said deed Volwne 1776, Page 84, Real Property Records, Denton County, Texas,
and also being in the WM line of Frame Street (40 foot R.O.W.); Thence North, for a distance of
S8.45 feet; Thence West. for a distance of31.07 feet to the POINT OF BEGINNING; Thence
S.46°27'17"W., for a distance of 45.00 feet; Thence N.43°S4'1 l "W., for a distance of 18.00 feet;
Thence N.46"27'17"E., for a distance of 4S.OO feet; Thence S.43°54'11 "E., for a distance of 18.00
feet to the POlNf OF BEGINNING.
Containing 810 square feet or 0.019 acres, more or less.
ACCESS AND UTILITIES
The access and utility easements include all easements of record as well that portion of the Parent Parcel
currently utilized by Tenant (and Tenant's customers) for ingress, egress and utility purposes from the leased
Premises to and from a public right of way including but not limited to:
All ttiat certain troet or parcel of land lying one! being situated in the Hiram
Sisco Survey, Abstract No. 1184, Denton County, Texas, being port of First
Troct described in o deed from Gary W. Spitzer ond Jock T. Brown to Gene .A.
Gohlke and 1ife, Judith C. Gohlke. recorded in Volume 1776, Poge 84, Reol
Property Records, Denton County, Texas, ond being more particularly described
as follows:
COMMENCING at the Southeast corner of said First Tract, ond the ·Northeast
corner of the Third Tract described In said deed Volume 1776, Page 84, Reol
Property Records. Denton County, Texas, ond olso being in the West line of
f"rome Street (40 foot R.O.W.);Thence North, for a distance of 17.01 feet to
the POINT OF BEGINNING; Thence N.59"34'16"W., for a distance of 53.53 feet;
Thence N.46.27'17"E., for a distance of 20.81 feet: Thence 5_59·34'16-E .. fot o
distance of 36.03 ieet; Thence South, for o distance of 23.19 feet to the
POINT OF BEGINNING.
Contoininq 896 square feet or 0.021 acres. more or less.
Site No: 309566
Site Name: McKinney/ Frame St
EXHIBIT E
DESCRIPTION, DESIGNATION AND/OR DEPICTION OF THE OPTION AREA
Option Area:
The area depicted and highlighted in yellow below:
And further described as:
\ I \
\ I I '
All that tract or parcel of land lying and being in the Hiram Sisco Survey, Abstract No. 1184, Denton County,
Texas and being a part of a called 5.592 acre tract of land shown as Lot 1 on a minor plat titled "City Hall
East Addition" recorded in Document No. 2021-72 in the Official Records of Denton County and being
more particularly described as follows:
To find the point of beginning, COMMENCE at a 5/8-inch capped rebar stamped "TNP" located at the
northwest corner of a 0.083 acre right-of-way dedication as shown on said "City Hall East Addition" plat,
said rebar having a Texas Grid North, NAD 83, North Central Zone Value of N: 7128147.4094 E:
2388826.7549; thence running with the west line of said 0.083 acre right-of-way dedication, South
00°09'10" East, 25.87 feet to a point; thence with the north line of said Lot 1, South 88°12'37" East, 117.02
[EXHIBIT E CONTINUES ON FOLLOWING PAGE]
ATC Site No: 309566
Site Name: Mckinney-Frame St.
Project Number: 13670866 (KD)
EXHIBIT E (continued)
Option Area (continued):
feet to a point; thence with the east line of said Lot 1 and the westerly right-of-way line of Frame Street,
South 00°17'56" East, 23.32 feet to a point; thence, South 09°23'21" East, 53.80 feet to a point; thence,
South 00°17'56" East, 148.14 feet to a point; thence, South 00°17'56" East, 23.36 feet to a point; thence
leaving said right-of-way line and running, North 59°11'27" West, 52.28 feet to a point; thence, South
46°50'38" West, 24.19 feet to a point; thence, North 43°30'50" West, 18.00 feet to a point; thence, North
46°50'38" East, 45.00 feet to a point; thence, South 43°30'50" East, 8.00 feet to a point and the true POINT
OF BEGINNING;
Thence, North 46°29'10" East, 15.00 feet to a point; Thence, South 43°30'50" East, 10.00 feet to a point;
Thence, South 46°29'10" West, 15.00 feet to a 1/2-inch rebar found having a Texas Grid North, NAD 83,
North Central Zone Value of N: 7127911.0013 E: 2388923.8600; Thence, North 43°30'50" West, 10.00 feet
to a point and the POINT OF BEGINNING.
Bearings based on Texas Grid North, NAD 83, North Central Zone. Said tract contains 0.0034 acres (150
square feet), more or less, as shown in a survey prepared for American Tower Corporation by POINT TO
POINT LAND SURVEYORS, INC. dated July 6, 2021.
[END OF EXHIBIT E]
ATC Site No: 309566
Site Name: Mckinney-Frame St.
Project Number: 13670866 (KO)