HomeMy WebLinkAboutResolutions - 2011.02.17 - 10589MISCELLANEOUS RESOLUTION #11025 FEBRUARY 9, 2011
BY Planning and Building Committee, David Potts, Chairperson
IN RE DEPARTMENT OF FACILITIES MANAGEMENT — REQUEST FOR APPROVAL OF
SUBLEASE AGREEMENT WITH THE NEW CINGULAR WIRELESS PCS, LLC FOR PLACEMENT OF
RADIO COMMUNICATION EQUIPMENT 29828 West Eight Mile Road, City of Farmington, Michigan
To the Oakland County Board of Commissioners
Chairperson, Ladies and Gentlemen:
WHEREAS, the Oakland County Board of Commissioners, pursuant to MR #98308, recognized
that the County's current 800MHz radio system needed to be upgraded and expanded to encompass all
public safety agencies and to create interoperability between public safety agencies; and
WHEREAS, the Oakland County Board of Commissioners, pursuant to MCL 484.1401 and MR
#99279, authorized the levy of a four (4%) percent emergency telephone operational charge to pay for a
new County-wide radio system that will have the ability to encompass all public safety agencies and
create interoperability between public safety agencies; and
WHEREAS, to properly implement and operate the County-wide radio system, the County will
need to build towers, lease land, and/or lease space on towers at sites throughout the County; and
WHEREAS, it is the recommendation of the Departments of Facilities Management and
Information Technology that the Oakland County Board of Commissioners accept and approve the terms
and conditions of the attached Sublease Agreement with New Cingular Wireless PCS, LLC.
WHEREAS, under the terms and conditions of the attached Sublease Agreement, the County will
at County expense install, repair, operate and maintain communication equipment inclusive of antennae
and related equipment on the existing radio tower and grounds located at 29828 West Eight Mile Road,
City of Farmington, Michigan.
WHEREAS, the County shall pay monthly rent in the amount of $800 dollars plus the pro-rata
share of any applicable taxes. Further, the rent shall increase four percent annually.
WHEREAS, the Departments of Facilities Management, Information Technology, and Corporation
Counsel have reviewed and/or prepared all necessary documents related to the attached sublease
agreement.
NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners hereby
approves and authorizes the attached sublease agreement between the County of Oakland and New
Cingular Wireless PCS, LLC,
BE IT FURTHER RESOLVED that the Oakland County Board of Commissioners hereby directs its
Chairperson or his designee to execute the attached sublease agreement and any other documents related
to the attached sublease between the County of Oakland and New Cingular Wireless PCS, LLC.
Chairperson, on behalf of the Planning and Building Committee, I move the adoption of the
foregoing resolution.
LANNING AND BUILDJ.Nlp CpMMITTEE
PLANNING & BUILDING COMMITTEE VOTE:
Motion carried unanimously on a roll call vote with Jackson absent.
Oakland County Department of Facilities Management
1/18/2011
Approval of Sublease Agreement with New Cingular Wireless PCS, LLC
For Placement of Radio Equipment
29828 West Eight Mile Road, City of Farmington, Michigan
Pursuant to Oakland County Board of Commissioner's rules and procedures for purchase or lease
of real property the Departments of Facilities Management and Information Technology are
seeking Board of Commissioners approval of the attached Sublease Agreement with New
Cingular Wireless PCS, LLC for placement of radio communication equipment inclusive of
antennae and related communication equipment on the existing radio tower and grounds located
at 29828 West Eight Mile Road, City of Farmington, Michigan.
Pursuant to MCL 484.1401 and miscellaneous resolution no. 99279 the Oakland County Board
of Commissioners authorized the levy of a four percent emergency telephone operational charge
to fund a new county-wide radio tower system that will serve all public safety agencies within
Oakland County.
The attached Sublease Agreement provides for the use of available space on the existing radio
tower at 29828 West Eight Mile Road, City of Farmington, Michigan. The agreement states that
the County will install, repair, operate and maintain the communication equipment at County
expense on the existing radio tower and grounds.
Commencement date of Agreement: Upon execution by the parties.
Ten-n: Initial term five years. Sublease may be automatically extended for four additional five
year tenns.
Termination: Upon 60 days notice.
Application fee: $2,500.
Rent: $800 per month plus equal share of any applicable taxes. Rent will increase four percent
annually.
Recommendation
It is the recommendation of the Departnients of Facilities Management and Information
Technology that the Board of Commissioners approves and accepts the attached Sublease
Agreement between the County of Oakland and New Cingular Wireless PCS, LLC located at
29828 West Eight Mile Road, City of Farmington, Michigan.
Mdh1/18/11
AT&T Site ID: Fixed Asset Na.: 10095567 / A125/3206/WELLER BROTHER
State: Michigan
County: Oakland
SUBLEASE AGREEMENT
THIS SUBLEASE AGREEMENT (hereinafter referred to as "Sublease'') by and between
New Cingular Wireless PCS, LLC, a Delaware limited liability company with offices at 12555
Cingular Way, Suite 1300, Alpharetta, Georgia 30004 (hereinafter referred to as "Sublessor")
and County of Oakland, a Michigan constitutional and municipal corporation, with offices at
1200 North Telegraph Road, Pontiac, Michigan 48341 (hereinafter referred to as "Sublessee").
At its sole discretion, Sublessor may execute this Sublease following the acceptance of
a Site Lease Application and Application Fee from Sublessee. Prior to or in conjunction with this
Sublease, Sublessee shall submit the following to Sublessor:
A. Site Lease Application (the "Application"); and
B. Application Fee of $2,500 (the "Fee").
After receipt of the Application and Fee from Sublessee, and after an initial review of the
application for completeness and space and area availability, Sublessor shall provide to
Sublessee a copy of the underlying lease for the Premises, a copy of any structural drawings
and site plans (if available) and other relevant information (collectively, the "Sublessor
Documents").
Upon receipt of the Sublessor Documents, Sublessee shall develop preliminary site
plans (the "Preliminary Plans") showing the location of Sublessee's facilities and accessory
equipment and showing the associated structural loading.
An application may not be approved, at the sole discretion of Sublessor, for any reason
whatsoever including but not limited to structural limitations caused by the loading created by
the addition of the Sublessee's antennas and associated cabling if Sublessee's additional
loading prohibits Sublessor from placing a full array of 12 standard panel antennas and 24 coax
plus 2 microwave dishes of 6' each (at a height acceptable to Sublessor) on the Tower as
hereinafter defined.
Upon finding that Sublessee's Application and proposed facilities are acceptable,
Sublessor will sublease the Subleased Premises, as defined below, subject to the terms and
conditions of this Sublease as follows:
1. Subleased Premises. Subject to the following terms and conditions, Sublessor
subleases to Sublessee certain space and area upon Sublessor's Tower, as hereinafter defined,
as more particularly described in Exhibit 1 ("Plans and Specifications") and Exhibit 2
("Subleased Premises"), attached hereto. Sublessee's use and maintenance of the Subleased
Premises shall be limited only to that portion thereof described and depicted in Exhibits 1 and
2, provided, however, Sublessee shall have the right of pedestrian and vehicular ingress and
egress, together with the installation of utilities serving the Subleased Premises and
improvements thereon, over and across the real property more particularly described in Exhibit
3 (the "Property") attached hereto.
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2. Primary Lease Agreement. The parties acknowledge and agree that Sublessor
is leasing the property identified in Exhibit 3 for the purpose of constructing, operating and
maintaining a telecommunication tower, antenna facilities and other attendant facilities ("Tower")
pursuant to a Site Lease Agreement ("Primary Lease") by and between Sublessor's
predecessor in interest and Weller Brother Land Co. ("Owner"), dated October 19, 1998,
attached hereto as Exhibit 4. Sublessor's right and ability to sublease the Subleased Premises
to Sublessee is expressly limited by and subject to the terms of the Primary Lease and each
and every term and condition of this Sublease shall be governed by and subordinate to the
terms and conditions of the Primary Lease, each of which is incorporated herein by reference.
In the event of any conflict between the terms and conditions of this Sublease and the Primary
Lease, the terms of the Primary Lease shall control and govern Sublessee's rights hereunder.
In the event the Primary Lease is terminated for any reason, this Sublease shall terminate at the
same time, and Sublessee shall have no cause of action or claim against Sublessor and
Sublessee's rights hereunder shall terminate and be forever waived.
3 Term.
The initial term ("Initial Term") of this RohlPnP shall be for a period of five (5) years and
shall commence 120 days after full execution of this Sublease, or upon commencement of
construction at the Subleased Premises, whichever occurs first ("Commencement Date"), and
shall expire at midnight on the fifth anniversary of the Commencement Date. Sublessee shall
memorialize the Commencement Date of this Sublease in writing, sent via certified mail, to
Sublessor at the addresses set forth in this Sublease.
This Sublease shall be automatically extended for four (4) additional five (5) year terms,
each being a renewal term ("Renewal Term"), unless Sublessee provides written notice of its
intention not to renew the Sublease no later than three (3) months prior to the expiration of the
Initial Term or of the then current Renewal Term, as the case may be; provided, however, such
automatic right of renewal is contingent upon Sublessee not being in default of the Sublease.
Sublessee agrees that if Sublessee remains in possession of the Subleased Premises
after the expiration of the Initial Term or any Renewal Term of this Sublease, without exercising
its right to renew, Sublessee shall be deemed to be occupying the Subleased Premises as a
Sublessee-at-sufferance on a month-to-month basis, subject to all the covenants and
obligations of this Sublease.
4, Rent. Sublessee shall pay to Sublessor as rent, an amount equal to Eight
Hundred and 00/100 Dollars ($800.00) per month, plus its pro-rata or equitable share of any
applicable taxes (including but not limited to; any current or future sales tax, sublease tax, lease
and/or leasehold tax, tenant tax, subtenant tax, tower tax, real estate tax, property tax, personal
property tax, excise tax, etc.) ("Rent"). Rent shall be for Tower space. Rent shall be payable on
the first day of each calendar month in advance at the following address: AT&T Mobility, Attn:
Co-Location A/R, P. 0. Box 97079, Redmond, WA 98073-9779. If the term commences other
than on the first day of the month, the Rent shall be prorated for the first month for the number
of days from the Commencement Date to the end of the month. If this Sublease is terminated
on a day other than on the last day of a month, then Rent shall be prorated as of the date of
termination and in the event of termination for any reason other than a default by Sublessee, all
prepaid Rent shall be refunded to Sublessee.
The Rent due under this Sublease shall increase annually on the anniversary of the
Commencement Date by four percent (4%) over the base Rent payable for the immediately
preceding year.
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5. Revenue Share Reimbursement. The Primary Lease requires that Sublessor
increase rent paid to Owner when Sublessor receives revenue from any third party users of the
Property ("Revenue Share"). Sublessee agrees to reimburse Sublessor for the cost of said
Revenue Share ("Revenue Share Reimbursement"). The Revenue Share Reimbursement to
be paid, at the time Rent is due, is Two Hundred and 00/100 Dollars ($200.00) per month. Such
Revenue Share Reimbursement shall escalate in the same manner as, and simultaneously with
the adjustments to Primary Lease rent payments
6. Permitted Use. The Subleased Premises may be used by Sublessee to install,
maintain and operate wireless antenna equipment on Sublessor's Tower; provided, however,
Sublessee must coordinate the frequency of its wireless antenna equipment with Sublessor to
the satisfaction of Sublessor as determined in its sole discretion ("Permitted Use"). Sublessee's
antenna equipment (hereinafter referred to as "Communications Equipment"), is attached as
Exhibit 1.
All Communications Equipment shall be anchored and installed on Sublessor's Tower in
accordance with good and accepted engineering practices, and by Sublessee or a contractor
approved by Sublessor. Sublessee must notify Sublessor of its intent to install the
Communications Equipment prior to installation and, subject to the approvals of Sublessor as
contemplated hereunder, Sublessee shall also notify Sublessor upon its completion of the
installation of its Communications Equipment, and provide Sublessor with required "As Built"
plans and related documents depicting the installation within sixty (60) days of completion of
construction.
7. Access. Sublessor agrees that during the term of this Sublease, Sublessee
shall have the right of reasonable ingress and egress on a 24 hour basis to the Subleased
Premises (subject to the Primary Lease) for the purpose of installing, maintaining, repairing and
removing its Communications Equipment. Sublessee acknowledges and agrees, however, that
such access shall be permitted only to authorized engineers or employees of Sublessee or
persons under the direct supervision of Sublessee for the limited purposes set forth herein.
Sublessee shall use its best efforts to provide Sublessor with 24 hours advance written notice
for Sublessee's routine access to its Communications Equipment and in the event of
emergency, Sublessee shall give Sublessor notice as soon as reasonably possible.
8. Interference. Sublessee shall not use the Subleased Premises in any way that
interferes with Sublessor's business operations or with its use of the Property or any equipment
located thereon or by subtenants or sublicenses of Sublessor holding rights to the Property on
the date of this Sublease. In the event of such interference, Sublessee will cause such
interference to cease upon not more than forty-eight (48) hour notice from Sublessor. If
Sublessee is unable to eliminate such interference within seventy-two (72) hours, Sublessee
agrees to remove its Communications Equipment from the Property and this Sublease shall
terminate. Sublessee hereby acknowledges that any interference with Sublessor's business
operations shall cause Sublessor to suffer irreparable injury and entitle Sublessor, in addition to
exercising any other rights or remedies available hereunder or under applicable law, to seek the
immediate enjoinment of such interference.
9. Improvements; Utilities; Removal.
a. All work by Sublessee shall be performed in compliance with all
applicable laws and ordinances. Sublessee is not authorized to contract for or on behalf of
Sublessor for work on, or the furnishing of materials to, the Subleased Premises or any other
part of the Property, and Sublessee shall discharge of record by payment, bond or otherwise,
within ten (10) days subsequent to the date of its receipt of notice thereof from Sublessor, any
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mechanic's, laborer's or similar lien filed against the Subleased Premises or the Property for
work or materials claimed to have been furnished at the instance of Sublessee. The
Communications Equipment shall remain the exclusive property of Sublessee, and Sublessee
shall have the right to remove all or any portion of the Communications Equipment at any time
during the term of the Sublease and following any termination of this Sublease; provided
Sublessee is not in default of this Sublease. Any property which is not removed by Sublessee
within ninety (90) days after the expiration or earlier termination of this Sublease upon the
expiration of said ninety (90) day period, shall at the option of Sublessor (i) be removed and
discarded or stored by Sublessor at Sublessee's expense, or (ii) become the property of
Sublessor, and Sublessee shall thereafter have no rights, obligations or liabilities whatsoever
with respect thereto.
b. Sublessee, at its sole cost and expense, shall erect, maintain and operate
on the Subleased Premises, separate utility services from the servicing utility company or
companies. Sublessee shall individually and directly pay for the utility services it consumes in its
operation.
10. Termination. Except as otherwise provided herein, this Sublease ma y be
terminated as follows:
a. by Sublessee if Sublessor does not approve Sublessee's Application;
b. by Sublessor, if Sublessee fails to make any monetary payment due
under this Sublease within twenty (20) days after Sublessee's receipt of written notice of default
from Sublessor;
c. by either party if the other party defaults (other than a default described in
Section 10.b. above) and fails to cure such default within thirty (30) days after written notice of
such default is received; provided, however, that if such default is capable of being cured, but
not within such 30-day period, this Sublease may not be terminated so long as the defaulting
party commences appropriate curative action within such 30-day period and thereafter diligently
prosecutes such cure to completion as promptly as possible;
d. by Sublessee upon sixty (60) days prior notice if it is unable to obtain,
maintain or otherwise forfeits or cancels any license, permit or governmental approval
necessary for the construction or operation of the Communications Equipment;
e. by Sublessee upon sixty (60) days prior written notice if Sublessee
determines, in its reasonable discretion exercised in good faith, that based on (i) technology, (ii)
interference with use of the Subleased Premises resulting from the acts of any third party, an
act of God or from other natural forces, or (iii) changes in system design or system usage
patterns, Sublessees use of the Communications Equipment (as the same may have been
modified from time to time) is no longer consistent with the optimal operation of Sublessee's
communication system;
f. by Sublessor upon prior written notice to Sublessee if the Primary Lease
is terminated by Sublessor or its landlord for any reason by either party or Sublessor does not
elect, in its sole discretion, to renew any term of the Primary Lease.
5. Casualty and Condemnation.
a. If at any time during the term of this Sublease all or "substantially all"
(meaning the remaining portion thereof shall not be of sufficient size or condition to permit the
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continuation of Sublessee's Permitted Use in a commercially reasonable manner) of the
Communications Equipment upon the Subleased Premises shall be damaged and/or destroyed
by fire or other casualty, then Sublessee may terminate this Sublease by providing written
notice to Sublessor, which termination shall be effective as of the date of such damage and/or
destruction, and whereupon Sublessee shall be entitled to collect all insurance proceeds
payable on account thereof and to the reimbursement of any prepaid Rent, to be apportioned as
of the termination date.
b. If at any time during the term of this Sublease all or "substantially all" (as
described in the preceding section 11.a of the Subleased Premises or the buildings and
improvements located thereon shall be taken in the exercise of the power of eminent domain by
any governmental or other authority, or by deed in lieu of condemnation, then Sublessee may
terminate this Sublease by providing written notice to Sublessor, which termination shall be
effective as of the date of the vesting of title in such taking, and any prepaid Rent shall be
apportioned as of said date and reimbursed to Sublessee. Sublessor and Sublessee shall each
be entitled to pursue their own separate awards with respect to such taking. In the event of any
taking of less than all or substantially all of the Subleased Premises, this Sublease shall
continue and each of Sublessor and Sublessee shall be entitled to pursue their own separate
awards with respect to such taking.
12. Taxes. Sublessee shall pay its pro-rata or equitable share of any applicable
taxes (including but not limited to; any current or future sales tax, sublease tax, lease and/or
leasehold tax, tenant tax, subtenant tax, tower tax, real estate tax, property tax, personal
property tax, excise tax, etc.) which is attributable to Sublessee's use of the Subleased
Premises, and Sublessor agrees to furnish proof of such increase to Sublessee.
6. Insurance and Subrogation.
a. Sublessee will maintain general liability self-insurance through a self-
insurance program ("SIP"). Such SIP shall afford minimum protection in an aggregate amount
of $2,500,000, and Sublessee will provide Sublessor with a certificate of insurance naming
Sublessor as a certificate holder within ten (10) days of the Commencement Date of this
Sublease.
b. Sublessee will maintain Workmen's Compensation self-insurance
coverage in the statutory amount.
14. Hold Harmless. To the extent permitted by applicable law, Sublessee agrees to
indemnify and save Sublessor harmless from any and all liability, claims, lawsuits, and costs,
including reasonable attorneys' fees, costs and expert witness' fees, arising from or in any way
relating to Sublessee's use of the Subleased Premises under this Sublease. Sublessee agrees
to use and occupy the Subleased Premises at Sublessee's own risk, and hereby releases •
Sublessor, its agents and employees, from any and all liability, claims, lawsuits or costs, or any
other damages or injuries to the fullest extent permitted by law, except to the extent caused by
Sublessor or its agents or employees. Notwithstanding the foregoing, each party waives (i) all
rights of recovery against the other on account of loss and damage occasioned to such waiving
party to the extent that that loss or damage is insured or is required to be insured against under
any insurance policies required hereunder and (ii) any claims that each may have against the
other with respect to consequential, incidental or special damages.
7. Notices. All notices, requests, demands and other communications hereunder
shall be in writing and shall be deemed given if mailed, certified mail, return receipt requested,
or sent by overnight carrier to the following addresses:
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If to Sublessor:
New Cingular Wireless PCS, LLC
Attn: Network Real Estate Administration
12555 Cingular Way, Suite 1300
Alpharetta, Georgia 30004
RE: Fixed Asset No: 10095567 / A125/3206ANELLER BROTHER
With a copy to:
New Cingular Wireless PCS, LLC
Attn: Legal Department
15 East Midland Avenue
Paramus, NJ 07652
RE: Fixed Asset No.: 10095567 1A125/3206/WELLER BROTHER
If to Sublessee:
Oakland County Fiscal Services IT Supervisor
Attn: Kathy Bell
1200 N Telegraph, Building 49W
Pontiac, Michigan 48328
(248) 858-2384
8. Environmental Laws. As used herein, the term "Environmental Laws" shall
mean any and all local, state or federal statutes, regulations or ordinances pertaining to the
environment or natural resources. As used herein, the term "Hazardous Substance" shall mean
any toxic or hazardous waste or substance (including, without limitation, asbestos and
petroleum products) that is regulated by Environmental Laws.
Each party represents, warrants and agrees that it will conduct its activities on the
Subleased Premises or the Property in compliance with all applicable Environmental Laws. To
the extent permitted by applicable law, Sublessee agrees to defend, indemnify and hold
Sublessor harmless from and against any and all claims, causes of action, demands and liability
including, but not limited to, damages, costs, expenses, assessments, penalties, fines, losses,
judgments and attorneys' fees that Sublessor may suffer due to the introduction, use, existence
or discovery of any Hazardous Substance on the Subleased Premises or Property or the
migration of any Hazardous Substance to other properties or released into the environment, that
is caused by or results from Sublessee's activities on the Subleased Premises or Property.
Sublessor agrees to defend, indemnify and hold Sublessee harmless from and against
any and all claims, causes of action, demands and liability including, but not limited to,
damages, costs, expenses, assessments, penalties, fines, losses, judgments and attorneys'
fees that Sublessee may suffer due to the introduction, use, existence or discovery of any
Hazardous Substance on the Subleased Premises or Property: or the migration of any
Hazardous Substance to other properties or released into the environment, that is caused by or
results from Sublessor's activities on the Subleased Premises or Property.
The indemnifications in this section specifically include costs incurred in connection with
any investigation of site conditions or any cleanup, remedial, removal or restoration work
required by any governmental authority. The provisions of this section will survive the expiration
or termination of this Sublease.
17. Assignment and Subleasing. Sublessee may not assign or sublet this
Sublease without the prior written consent of Sublessor which approval shall not be
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unreasonably withheld. Sublessor may assign this Sublease without notice to or consent from
Sublessee, in its sole discretion.
18. Relocation of Communications Equipment. Sublessor reserves the right,
upon one hundred eighty (180) days prior written notice, to relocate Sublessee's
Communications Equipment either within the Subleased Premises or the Property, as Sublessor
determines, and on the Tower. In the event relocation is required by the Sublessor, Sublessor
shall bear the expense of such relocation. If, however, Sublessee determines that the proposed
relocation area upon the Tower is no longer consistent with the optimal operation of Sublessee's
communication system, then Sublessee shall have the right to terminate this Sublease
immediately. Upon termination of this Sublease, Sublessee shall have ninety (90) days to
remove its Communications Equipment from the Tower and Subleased Premises, and return
the Subleased Premises to its original condition, reasonable wear and tear from the elements
excepted.
19. Working Drawings: Sublessee shall proceed with Sublessee's work in
accordance with the following schedule:
a. Sublessee shall submit to Sublessor working drawings ("Working
Drawings") prepared by Sublessee, and
b. Sublessor shall, within thirty (30) days of receipt, either approve such
Working Drawings or designate by notice in writing to Sublessee the specific changes required
to be made to the Working Drawings or request additional information, which Sublessee shall
provide, and Sublessee shall resubmit the modified Working Drawings to Sublessor within thirty
(30) days.
20. Force Majeure. Sublessor shall not be liable to Sublessee for any loss or
damage to the Subleased Premises, Sublessee's use or its equipment due to fire, other
casualty, act of God, the state of repair of the Subleased Premises, the bursting or leakage of
any water, gas, sewer or steam pipes, or theft or any other act or neglect of any third party
unless such loss or damage was caused by the sole negligent act or omission of Sublessor, its
agents, servants, employees, contractors, licensees or invitees.
21. Miscellaneous.
a. This Sublease constitutes the entire agreement and understanding of the
parties and supersedes all offers, negotiations and other agreements. There are no
representations or understandings of any kind not set forth herein. Any amendment to this
Sublease must be in writing and executed by both parties.
b. Either party hereto that is represented in this transaction by a broker,
agent or commission salesperson (a "Representative") shall be fully and exclusively responsible
for the payment of any fee, commission or other compensation owing to such Representative,
and shall indemnify and hold the other party harmless from and against any claim to a fee,
commission or other compensation asserted by such Representative, including reasonable
attorneys' fees and costs incurred in defending such claim.
c. Each party agrees to not record this Sublease.
d. This Sublease shall be construed in accordance with the laws of the
county and state in which the Subleased Premises is located.
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e. If any term of this Sublease is found to be void or invalid, such invalidity
shall not affect the remaining terms of this Sublease, which shall continue in full force and effect.
f. Whenever under the Sublease the consent or approval of either party is
required or a determination must be made by either party, no such consent or approval shall be
unreasonably withheld or delayed, and all such determinations shall be made on a reasonable
basis and in a reasonable manner.
9. Sublessor covenants that Sublessee shall, upon paying the Rent and
observing the other covenants and conditions herein upon its part to be observed, peaceably
and quietly hold and enjoy the Subleased Premises during the term of this Sublease or as it
may be extended subject to the Primary Lease.
h. Upon receipt of Sublessor's written request and within fifteen (15) days
after said request, Sublessee shall execute, acknowledge and deliver to Sublessor, a certificate
stating that: This Sublease is in full force and effect and has not been modified, supplemented
or amended in any way, except as specified in such certificate; there are no existing defenses or
offsets, except as specified in such certificate; Sublessee has not paid any Rent in advance,
except as specified in such certificate; Sublessee is not in default in the payment of Rent or any
of the other obligations required of Sublessee under this Sublease; and Sublessee has paid
Rent, additional Rent, and any other payments due Sublessor as of the date set forth in the
certificate.
i. Nothing herein contain shall be deemed or construed by the parties
hereto, nor by any other party as creating the relationship of principal and agent or of
partnership or of joint venture between the parties hereto. Neither the method of computation of
Rent, nor any other provision contained herein, nor any acts of the parties hereto, shall be
deemed to create any relationship between the parties hereto other than that set forth hereto.
j. Sublessor will cooperate with and permit Sublessee, at Sublessee's sole
cost and expense, to implement reasonable measures in order for Sublessee to fulfill its RF
exposure obligations at the transmitting site, including restricting public access and posting
signs and markings. If Sublessor does not fulfill its obligations pursuant this paragraph, in
addition to all other remedies it may have, Sublessee may terminate this Sublease upon written
notice to Sublessor without further obligation to pay rent under this Sublease.
k. Waiver of a breach of any provision hereof under any circumstances will
not constitute a waiver of any subsequent breach of such provision, or a breach of any other
provision of this Sublease.
REMAINDER OF PAGE INTENTIONALLY BLANK
SIGNATURE PAGE TO FOLLOW
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IN WITNESS WHEREOF, the parties have entered into this Sublease as of the dates set
forth below.
WITNESSES: SUBLESSOR:
NEW C1NGULAR WIRELESS PCS, LLC
By: AT&T Mobility Corporation
Its: Manager
Print Name:
By:
Name: Neil Boyer
Title: Director-Network
Date:
Print Name:
Print Name:
SUBLESSEE:
County of Oakland
By:
Name:
Title:
Date:
Print Name:
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SUBLESSOR ACKNOWLEDGEMENT
STATE OF GEORGIA
) ss:
COUNTY OF
BE IT REMEMBERED, that on this day of 20 before me, the
subscriber, a person authorized to take oaths in the State of Georgia, personally appeared Neil
Boyer, Director-Network of AT&T Mobility Corporation, Manager of New Cingular Wireless PCS,
MC, who, being duly sworn on his oath, deposed and made proof to my satisfaction that he is
the person named in the within instrument; and acknowledged to me that he executed the same
in his authorized capacity, and that by his signature on the instrument the entities upon behalf of
which he acted, executed the instrument.
Notary Public:
My Commission Expires:
SUBLESSEE ACKNOWLEDGEMENT
STATE OF
) ss:
COUNTY OF
BE IT REMEMBERED, that on this day of , 20 before me, the
subscriber, a person authorized to take oaths in the State of , personally
appeared of , who, being
duly sworn on his oath, deposed and made proof to my satisfaction that he is the person named
in the within instrument; and acknowledged to me that he executed the same in his authorized
capacity, and that by his signature on the instrument the entities ,upon behalf of which he acted,
executed the instrument.
Notary Public:
My Commission Expires:
A TT Stand-Alone SLA Rev 062508
EXHIBIT 1
PLANS AND SPECIFICATIONS
(including description of the antenna location, and location of ground
equipment on the ground portion of the Subleased Premises)
Number of Antennas: One (1) Omni Antenna
Antenna Manufacturer and Type-Number: TX/RX 10183B09
Weight and Dimension of Antenna(s) (L x W x D): 45 lbs, 10 x 3.57'
MW Dish diameter and approved RAD Center: Not Applicable
Number of Transmission Lines: One (1)
Diameter and Length of Transmission Line: 1-5/8", + 120'
Location of Antenna(s) on Tower (Approved RAD Center): One Hundred Feet (190') ACYL
Direction of Radiation (Azimuth): 360°
Dimensions of SUBLESSEE Ground Space: Not Applicable, Tower Lease Only
Frequencies/Max. Power Output: Tx: 772.4125, Rx: 802.4125 / 36 watts
Other Equipment to be placed on Tower: Not Applicable
Dimensions of Additional Ground Equipment: Not Applicable
ATP Stand-Alone SLA Rev 062508
EXHIBIT 2
(Subleased Premises)
See Attached Site Plans:
ATI Stand-Alom SIA Rev 062508
EXHIBIT 3
(the Property)
Common Address:
29828 West Eight Mile Road, City of Farmington, Oakland County, Michigan
Legal Description:
Lot 40, Brookside Park Subdivision, as recorded in Liber 19 of Plats, page 4 Oakland
County Records, Oakland County, Michigan, EXCEPTING therefrom the South 27.00 feet
5
See t ,ached Survey, if available
ATT Stand-Alone SLA Rev 062508
EXHIBIT 4
(Copy of the Primary Lease)
4TI' Stand-Alone SLA Rev 062508
SITE LEASE AGREEMENT
THIS SITE LEASE AGREEMENT (this "Agreement') is effective
1998 ("Effective Date") and is between Weller Brother Land Co., a Michigan corporation,
("Landlord") AT&T Wireless PCS, Inc., a Delaware corporation, acting by and through its
agent, Wireless PCS, Inc., a Delaware Corporation d/b/a AT&T Wireless
Serviceserfenanr).
1. Landlord grants Tenant an option to lease, and a license to go upon the Property,
described on attached Exhibit A, and Premises, described on attached Exhibit B, and
agrees to reasonably cooperate with Tenant in, obtaining and maintaining zoning
approvals, licenses, tests and permits for construction, maintenance and operation of
Tenant's Antenna Facilities, provided same are at Tenant's expense and do not bind
Landlord, the Premises or the Property tithe Lease is not exercised. Tenant shall restore
the premises and indemnify and defend Landlord against loss or damage from exercise of
the lease. The "Antenna Facilities" include all improvements, personal property and
related facilities for Tenant's "Permitted Use" which includes the transmission and -
reception of radio communication signals. After exercise of the Lease, Tenant may at its
sole expense construct, maintain, repair, replace or remove the Antenna Facilities,
including sleeves, conduit and cable across the Property to serve the Premises, no part of
which shall become a fixture and all of which shall remain the personal property of Tenant
and may be mortgaged by Tenant. Landlord waives all Landlord liens against the
Antenna Facilities.
2. Tenant may exercise its option to Lease, in tenant's sole discretion, by written
"Notice" given to Landlord within sixty (60) days from the date of receipt of all necessary
approval and permits, in which case, Landlord grants a "Lease" of the Premises to
Tenant for a term of Five (5) years, with a "Commencement Date" of the date Notice is
given and terminating at midnight on last day of the month in which the 5th
anniversary of the Commencement Date occurs. Tenant may extend the Lease, on the
same terms, for (Four) 4 successive • "Additional Terms" of Five (5) years each,
automatically, unless Tenant gives Landlord written notice during the initial term or any
Additional Terms stating Tenant will not extend further.
3. "Rent'
M )mills; Rent Period
per month during initial term
1 st Additional term
2nd Additional term
3rd Additional term
4th Additional term
J.
Rent shall be payable, in advance, at Landlord's address, on the first day of each
calendar month. Rent shall be prorated for any partial month.
4. Tenant shall not use, or permit its agent or representatives to use, the Premises in any
way which interferes with the use of the Property by Landlord and other existing tenants
and Landlord shall not use, or permit others to use the Property in any way which
interferes with Tenant's Permitted Uses. Tenant represents and warrants that neither the
Antenna Facilities nor the Permitted Use will, in any way, interfere with Landlord's and
other existing tenants' computers and other electrical equipment, electronic voice and
data communications systems including but not limited to cellular phone, pagers,
multiplexers, and any other form of cable or wireless communications. If there is material
Interference with Landlord's or other existing tenants' electrical equipment or
communications system by Tenant's Permitted Uses, for 24 hours after notice to Tenant.
Landlord or its tenants will'suffer irreparable injury and Landlord shall have all remedies at
law or equity, including injunction, and Landlord may terminate this Lease by notice to
Tenant. If there is material interference with Tenant's Permitted Use for 24 hours after
notice to Landlord, or 5 days after notice to Landlord for other types of interference,
Tenant will suffer irreparable injury and shall have all remedies at law or equity, including
injunction, and Tenant may terminate the Lease by notice to Landlord.
5. Tenant shall be in default upon failure to pay Rent within 10 days after written notice
and shall pay a late charge of 4% of the overdue Rent plus the Rent to cure; Landlord
shall be in default upon failure to cease Interference within 30 days after written notice;
and either shall be in default upon their failure to observe or perform any other of their
respective obligations for thirty (30) days after written notice, unless the default cannot be
cured within 30 days and the party in default commences a cure within 30 days of notice
and works diligently to cure.
In the event of a default by Tenant. Landlord may, at its option, enter the
Premises and eject all persons therefrom and declare this Lease at an end, in which
event Tenant shall immediately pay Landlord a sum of money equal to the total of (I) the
amount of unpaid rent accrued to the date of termination.
6. Landlord shall provide electricity and telephone access to the Premises, provided
electricity shall be separately metered to Tenant, ingress and egress, across the Property,
from an improved public road and 24 hour, 7 day per week access over and under the
Property to construct, maintain and service the Premises and the Antenna Facilities.
Landlord grants Tenant an easement during the Lease to park one vehicle upon the
Property, outside of and adjacent to the Premises. Tenant shall be solely responsible for
the cost of separately metering electricity and other utilities to the Premises and shall pay
when due all charges for utilities provided to Tenant on the Premises
7. Tenant may terminate the Lease, without further liability, on 30 days written notice if: (i)
Tenant is unable to obtain or loses any governmental approval necessary to construct or
use the Antenna Facilities in Tenant's business. Tenant shall have no obligation to
2
appeal or seek renewal of governmental approvals; or (ii) the Premises, in Tenant's good
faith judgment, are or become unacceptable or unusable under Tenant's then current
design or engineering specifications forthe Antenna Facilities or the Permitted Use.
8. Tenant shall pay when due all personal property taxes and other taxes on the Antenna
Facilities. Landlord shall pay when due all real property taxes, fees and assessments
attributable to the Property and Premises (excluding the Antenna Facilities). Tenant will
carry commercial general liability insurance in an aggregate amount of $1,000,000.00 and
name Landlord as an additional insured on the policy or policies. Landlord and Tenant
shall look solely to insurance for loss due to any peril which is fully covered by insurance
and neither party's insurance company shall be subrogated to a claim against the other
party. Each party shall indemnify and defend the other against loss from the their acts
and the acts of their employees and agents. Tenant shall restore the Premises and
Indemnify and defend Landlord against any loss or damage from Tenant exercise of the
Lease or use of the Premises arising out of this Lease. Landlord shall not be liable to
enant for any claims, damages, or actions relating to damage to the Antenna facilities
unless such damage was caused by the gross negligence of, or a willful act of, Landlord,
its employees or agents, or third party invitees. The parties shall share in a
condemnation award in proportion to their interest in the property taken.
9. All notices and demands shall be in writing and be deemed given if personall
'delivered, faxed, mailed certified mail, return receipt, or sent by overnight carrier.
10. Tenant will not generate or store any hazardous substances on or about the Premises
except in compliance with applicable hazardous substance laws. In the event any
hazardous substance or petroleum is release by Tenant or its agents or third party
invitees in, on or under the Property, including the Premises, whether such discovery is
made during the term of this Lease or at any time thereafter, Tenant shall, at its sole cost
and expense, take all steps necessary to remove and properly dispose of such hazardous
substance or petroleum and clean up or repair any contamination or damage resulting
herefnem, in full compliance with all applicable laws and regulations and to the
reasonable satisfaction of Landlord. Tenant hereby agrees to indemnify and defend
Landlord from any losses, claims, damages, penalties, liabilities, or costs, and actual
attorneys fees, claimed or asserted against or incurred by Landlord resulting from
Tenant's failure to fully comply with the provision of this paragraph. The obligations of
Tenant under this paragraph shall survive the expiration or termination of this Agreement.
Landlord hereby agrees to indemnify and defend Tenant from any losses, claims,
damages, penalties, liabilities or costs that Tenant may suffer as a result of the presence
of hazardous substances or petroleum in, on or under the Property, including the
Premises, unless the presence of such substances resulted from tenant's failure to full
comply with the provision of this paragraph. The obligations of Landlord under this
paragraph shall survive the expiration or the termination of this Agreement.
WITNESSES: Weller Brother Land Co.,
Michigan corporation
By:
Its: t-dt- e$I Dir-o r
LA)
SSSITax ID No._
11. Each party shall execute documents for the Premises, Antenna Facilities and
Permitted Uses including truthful and' reasonable: estoppeis; memoranda of this
Agreement; subordinations, which inClude non-disturbance clauses; and zoning and
permitting requests, applications and authorities; upon not more than 30 days' prior
notice. Each party shall pay fees due a real estate broker claiming through them. This
Agreement shall be construed according to Michigan law, shall be construed according to
the fair meaning of the language, not strictly construed against either party, may be
signed in counterparts, facsimile signatures shall be sufficient unless originals are
required by third parties, may be assigned or sublet if to a parent, subsidiary or other
entity of which AT&T is the controlling stockholder, without consent, and if this Agreement
shall be assigned or sublet to a non related entity (as defined above) written consent shall
be required, of which said consent shall not be unreasonably withheld or delayed and
whereby the monthly rent, and the monthly rental rate for each additional term, shall be
increased by Two Hundred ($200.00) Dollars per month, is the complete agreement, is
binding on successors and assigns. The unsuccessful party in litigation shall pay the
others attorney fees and costs. In this Agreement, "include" means "including and not
limited to".
Dated as of the date first set forth above.
Signed and Acknowledged in the presence of:
LANDLORD:
4
WITNESSES:
SCOTT SANT1
Its: Director of System
Development
NOTARY
STATE OF MIcHIGAN
COUNTY SS.
on g _ 20 -eir before me, Vie Undersigned notary public in and for said County,
personally app-ared it24cic i67Z-ei‘r<7 , as ; , as
of 1 zo‘. r C , a ef(r/t4e corporation, to me known to
be the same persons who executed the within instrument on behalf of said corporation
and who severally acknowledged the same to be the free act and deed of said
corporation, made and executed by' ,them on its behalf by authority of its Board of
Directors.
My Commission expires:
TENANT:
AT&T Wireless PCS, inc., a
Delaware corporation, acting by
and through its agent, Wireless
PCS, Inc., a Delaware
Corporation d/b/a AT&T Wireless
Services
-.4
I.
• NOTARY
STATE OF MICHIGAN)
COUNTY DAKLAND)ss.
On 4 \cl , 1998 before me, the undersigned notary public in and for said
County, personally appeared Scott Santi, as Director of System Development for AT&T
Wireless PCS, inc., a Delaware corporation, acting by and through its agent, Wireless
PCS, Inc., a Delaware Corporation d/b/a AT&T Wireless Services to me known to be the
same person who executed the within, instrument on behalf of said corporation and who
severally acknowledged the same to be the free act and deed of said corporation, made
and executed by them on its behalf.
My commission expires:
(Wk\ cl\ 9
Mall notices to Landlord
WELLER BROTHER LAND CO.
Corporate Office
2019 Chicago Drive, S.W.
.Grand Rapids, MI 49509
".
,
"T•i'
•
1
r
Male notices to Tenant at:
AT&T Wireless PCS, Inc., a Delaware
corporation, acting by and through its
agent, Wireless PCS, Inc., a Delaware
Corporation d/b/a AT&T Wireless
Services
26877 Northwestern Hwy.
Suite 350
Southfield, MI 48034
6
EXHIBIT "A"
DESCRIPTION OF PROPERTY
Exhibit "A" to the Agreement dated f-- , 1998, between Weller Brother
Land Co., a Michigan corporation as Lanillotd, and AT&T Wireless PCS, Inc., a Delaware
corporation, acting by and through its agent, Wireless PCS, Inc., a Delaware Corporation
d/b/a AT&T Wireless Services as Tenant.
Commonly Known As: f 2 6 64 F "if /4 (0) •
State: Michigan
County: Oakland
City: Farmington Hills
Description: (Assessors Parcel Number #22-23-35-452-012)
Lot 40, Brookside Park Subdivision, as recorded in Liber 19 of Plats, page 4 Oakland
County Records, Oakland County, Michigan, EXCEPTING therefrom the South 27.00 feet
Landlord's initial here:
7
EXHIBIT "B"
DESCRIPTION OF PREMISU
Exhibit "B" to the A g reement dated Pri-1 r 2f-i' 1998, between Weller Brother
Land Co., a Michigan corporation as Landlord, and AT&T Wireless PCS, Inc., a Delaware
corporation, actin g by and through its agent, Wireless PCS, inc., a Delav,,Eze Corporation
d/b/a AT&T Wireless Services as Tenant.
If a survey is madeon the Premises; Landlord and Tenant a gree to sign and attach the
legal description of the Premises hereto which will then become the description of the
Premises.
Commonly Known As: 4afg'L a- 8 (1,4 led°
State: Michigan
County: Oakland
City: Michigan
'Description: (See Site Sketch Plan Attached hereto.)
Landlord's initial here:
e_
r,
8
Mail notices to Landlord at: Mail notices to Tenant at:
Address: _(cp cf7,re7c. ot- Address: AT&T Wireless PCS, Inc., a
f le(Fcc, y Delaware corporation, acting by
and through its agent, Wireless
PCS, Inc., a Delaware
Corporation d/b/a AT&T Wireless
Services
26877 Northwestern Hwy.
Suite 350
Southfield, MI 48034
ATTN: 7;4' 1iie._t'4 ATTN: General Counsel
Grakf t f e
9
Resolution #11025 February 9, 2011
The Chairperson referred the resolution to the Finance Committee. There were no objections.
FISCAL NOTE (MISC. #11025) February 17, 2011
BY: FINANCE COMMITTEE, TOM MIDDLETON, CHAIRPERSON
iN RE: DEPARTMENT OF FACILMES MANAGEMENT — REQUEST FOR APPROVAL OF
SUBLEASE AGREEMENT WITH THE NEW CINGULAR WIRELESS PCS, LLC FOR
PLACEMENT OF RADIO COMMUNICATIONS EQUIPMENT AT 29828 WEST EIGHT MILE
ROAD, CITY OF FARMINGTON, MICHIGAN
TO THE OAKLAND COUNTY BOARD OF COMMISSIONERS
Pursuant to Rule XII-C of this Board, the Finance Committee has reviewed the above referenced
Miscellaneous Resolution and finds:
1. Under the terms of the sublease agreement between the New Cingular Wireless PCS,
LLC and Oakland County, the County shall install, repair, operate, and maintain
communication equipment inclusive of antennae and related equipment on the existing
tower and grounds located at 29828 West Eight Mile Road, City of Farmington,
Michigan.
2. The sublease agreement will commence upon the execution by both parties, with an
initial term of five (5) years, and may be automatically extended for four (4) additional
five (5) year terms.
3, The County shall pay an application fee of $2,500 and monthly rent in the amount of
$800 dollars plus the pro-rata share of any applicable taxes; rent shall increase 4% per
thaTc,mfter.
4. The County 9-1-1 Surcharge shall pay for the costs associated with this Sublease.
5. Sufficient funding has been included in Radio Communications Adopted Budget for FY
2011 — FY 2013 to cover the initial application fee and the monthly rental expense for
the duration of the sublease agreement.
6. No budget amendment is recommended.
FINANCE COMMITTEE
FINANCE COMMITTEE
Motion carried unanimously on a roll call vote.
Resolution #11025 February 17, 2011
Moved by Middleton supported by Gershenson the resolutions (with fiscal notes attached) on the Consent
Agenda be adopted (with accompanying reports being accepted).
AYES: Crawford, Dwyer, Gershenson, Gingell, Gosselin, Greimel, Hatchett, Hoffman, Jackson,
Long, Matis, McGillivray, Middleton, Nash, Nuccio, Potts, Quarles, Runestad, Scott, Taub,
Weipert, Zack, Bosnic, Covey. (24)
NAYS: None. (0)
A sufficient majority having voted in favor, the resolutions (with fiscal notes attached) on the Consent
Agenda were adopted (with accompanying reports being accepted).
7\ .0
,(") ZiP/ _(---
I HEREBY APPROVE THE FOREGOING RESOLLTION
ACTING PURSUANT TO 1973 PA 139
STATE OF MICHIGAN)
COUNTY OF OAKLAND)
I, Bill Bullard Jr., Clerk of the County of Oakland, do hereby certify that the foregoing resolution is a true
and accurate copy of a resolution adopted by the Oakland County Board of Commissioners on February
17, 2011, with the original record thereof now remaining in my office.
In Testimony Whereof, I have hereunto set my hand and affixed the seal of the County of Oakland at
Pontiac, Michigan this 17th day of February, 2011.
Oi2I )<-(,
Bill Bullard Jr., Oakland County