Documents

agreement 21 pages

Also attached to this agenda item: 14652291 2191A1DMPN Croton On Hudson 6409InitialLetter... Coastal Assessment Form - AT T Public Hearing Comments Resolution 182-2025 AT T lease sp permit

Land Lease Version 5 30 2012 Market: NY/NJ Cell Site Number: N-6362 Cell Site Name: NWL06362 Search Ring Name: CROTON ON HUDSON Fixed Asset Number: 14652291 STRUCTURE LEASE AGREEMENT THIS STRUCTURE AGREEMENT (“Agreement”), dated as of the latter of the signature dates below (the “Effective Date”), is entered into by Village of Croton-on-Hudson, a New York Municipality, having a mailing address of 1 Van Wyck Street, Croton-on-Hudson, N.Y. 10520 (“Landlord”) and New Cingular Wireless PCS, LLC, a Delaware limited liability company, having a mailing address of 1025 Lenox Park Blvd NE, 3rd Floor, Atlanta, GA 30319 (“Tenant”). BACKGROUND Landlord owns or controls that certain plot, parcel or tract of land, as described on Exhibit 1, improved with a structure (the “Structure”), together with all rights and privileges arising in connection therewith, located at 1 Van Wyck Street, Croton-on-Hudson, N.Y. 10520, in the County of Westchester County, State of New York (collectively, the “Property”). Landlord desires to grant to Tenant the right to use a portion of the Property in accordance with this Agreement. The parties agree as follows: 1. LEASE OF PREMISES. Landlord hereby leases to Tenant a portion of the Property consisting of: (a) approximately 267.25 square feet including the air space above such rooftop/basement/ground space, as described on attached Exhibit 1, for the placement of Tenant’s Communication Facility; (b) space for any structural steel or other improvements to reasonably support Tenant’s equipment (collectively, the space referenced in (a) and (b) is the “Equipment Space”); (c) that certain space on the Structure, as generally depicted on Exhibit 1, each measuring twenty (20) contiguous linear feet wide and ten (10) contiguous linear feet deep, including the air space above same, where Tenant shall have the right to install its antennas and other equipment (collectively, the “Antenna Space”); and (d) those certain areas where Tenant’s conduits, wires, cables, cable trays and other reasonably necessary connections are reasonably located between the Equipment Space and the Antenna Space, and between the Equipment Space and the electric power, telephone, and fuel sources for the Property (hereinafter collectively referred to as the “Connection Space”). Landlord agrees that Tenant shall have the right to install connections between Tenant’s equipment in the Equipment Space and Antenna Space; and between Tenant’s equipment in the Equipment Space and the electric power, telephone, and fuel sources for the Property, and any other improvements, provided Landlord approves of such installations in writing and further provided that no such installations interfere with other tenants’ uses at the Property. Landlord further agrees that Tenant shall have the right to install, replace and maintain utility lines, wires, poles, cables, conduits, pipes and other necessary connections over or along any right-of-way extending from the aforementioned public right-of-way to the Premises, provided that same does not interfere with other tenants’ uses at the Property. The Equipment Space, Antenna Space, and Connection Space, are hereinafter collectively referred to as the “Premises.” Landlord’s execution of this Agreement shall signify Landlord’s approval of the Premises, as shown on Exhibit 1 and no further approvals are required for Tenant’s initial installation, provided such installation is consistent with Exhibit 1. Notwithstanding anything to the contrary contained herein, Tenant shall be permitted to make like-kind replacements to equipment shown on Exhibit 1 without Landlord’s approval. 2. PERMITTED USE. Non-Tower Structure NY 2018 Structure Lease 9.21.2018 (a) Tenant may use the Premises for the transmission and reception of communications signals and the installation, construction, maintenance, operation, repair, replacement and upgrade of communications fixtures and related equipment, cables, accessories and improvements, which may include a suitable support structure, associated antennas, equipment shelters or cabinets and fencing and any other items reasonably necessary to the successful and secure use of the Premises (the “Communication Facility”), as well as the right to test, survey and review title on the Property; Tenant has the obligation and the right to add, modify and/or replace equipment in order to be in compliance with any current or future federal, state or local mandated application, including, but not limited to, emergency 911 communication services, (collectively, the “Permitted Use”). Notwithstanding anything to the contrary contained in this Agreement, Tenant shall obtain Landlord’s written consent to any and all work to be performed by Tenant, or on behalf of Tenant, at the Premises, provided that Tenant may make like- kind replacements and perform routine maintenance without Landlord’s consent. In the event Tenant chooses to “test” the Property, Tenant shall (i) provide a certificate of insurance to Landlord, evidencing the required insurance, prior to entering the Property for such testing, (ii) indemnify and hold Landlord harmless from and against any and all claims, losses, liabilities, costs that arise as a result of said testing and (iii) restore the Property to substantially the same condition it was in immediately prior to such testing. Landlord and Tenant agree that any portion of the Communication Facility that may be conceptually described on Exhibit 1 will not be deemed to limit Tenant’s Permitted Use. For a period of ninety (90) days following the start of construction, Landlord grants Tenant, its subtenants, licensees and sublicensees, the right to use Landlord’s contiguous, adjoining or surrounding property next to the Premises (the “Surrounding Property”) as may reasonably be required during construction and installation of the Communication Facility. Tenant has the right to install and operate transmission cables from the equipment shelter or cabinet to the antennas, electric lines from the main feed to the equipment shelter or cabinet and communication lines from the Property’s main entry point to the equipment shelter or cabinet, install a generator and to make other improvements, alterations, upgrades or additions reasonably appropriate for Tenant’s Permitted Use, including the right to construct a fence around the Premises or equipment, install warning signs to make individuals aware of risks, install protective barriers, install any other control measures reasonably required by Tenant’s safety procedures or applicable law, and undertake any other appropriate reasonable means to secure the Premises or equipment at Tenant’s expense; provided that Tenant shall obtain Landlord’s written consent to any and all work to be performed by Tenant, or on behalf of Tenant, at the Premises. Tenant has the right, with Landlord’s written consent, to install new/additional equipment (with the exception of like for like equipment), or expand the Communication Facility (including, for example, increasing the number of antennas or adding microwave dishes) or relocate the Communication Facility within the Premises at any time during the Term. Notwithstanding anything to the contrary contained herein, Tenant has the right to perform routine maintenance, repairs, replacements and upgrades, without Landlord approval, when no changes to the exterior appearance of Tenant’s Communication Facility are made, provided such maintenance, repairs, replacements and/or upgrades do not violate or contradict any terms of this Agreement. Tenant will be allowed to make such alterations to the Property in order to ensure that the Communication Facility complies with all applicable federal, state or local laws, rules or regulations, provided Landlord consents to such alterations. In the event Tenant desires to modify or upgrade the Communication Facility, in a manner that reasonably requires an additional portion of the Property immediately adjacent to the Premises (the “Additional Premises”) for such modification or upgrade, Landlord agrees to lease to Tenant the Additional Premises, provided Tenant’s use of the Additional Premises will not interfere with those existing radio frequency uses on the Property, upon the same terms and conditions set forth herein, except that the Rent shall increase, in conjunction with the lease of the Additional Premises by the amount equivalent to the then-current per square foot rental rate charged by Landlord to Tenant times the square footage of the Additional Premises. (b) Tenant shall, at its sole cost and expense, procure and install a new 235 kW diesel generator (the “Replacement Generator”) to replace Landlord’s existing 200 kW diesel generator currently serving the Property, provided that Landlord shall cooperate in good faith and facilitate such installation (including providing access and any required approvals). The Replacement Generator shall be installed in a location mutually acceptable to Landlord and Tenant as shown in Exhibit 1, attached hereto, and in compliance with applicable laws. Upon the installation of the Replacement Generator, title to the Replacement Generator shall vest in Landlord. Non-Tower Structure NY 2018 Structure Lease 9.21.2018 Throughout the Term of this Agreement, Tenant shall have the non-exclusive right, at no additional rent or charge, to use up to 35 kW of the total capacity of the Replacement Generator for Tenant’s operational and emergency back-up power needs. Landlord shall ensure that no other use of the Replacement Generator interferes with Tenant’s allocated capacity. Landlord shall be responsible, at its sole cost, for routine maintenance and repairs of the Replacement Generator during the Term, including any capital repairs or replacement except to the extent caused by the negligence or willful misconduct of Tenant, its agents, employees, or contractors. Landlord shall ensure that the continued operation of the Replacement Generator shall at all times be in compliance with all applicable codes and regulations. 3. TERM. (a) The initial lease term will be five (5) years (the “Initial Term”), commencing on the Effective Date. The Initial Term will terminate on the fifth (5th) anniversary of the Effective Date. (b) This Agreement will automatically renew for eight (8) additional five (5) year term(s) (each additional five (5) year term shall be defined as an “Extension Term”), upon the same terms and conditions set forth herein unless Tenant notifies Landlord in writing of Tenant’s intention not to renew this Agreement at least sixty (60) days prior to the expiration of the Initial Term or the then-existing Extension Term; provided, however, if Tenant is in default under this Agreement beyond applicable notice and cure periods, it shall not automatically renew and instead it will terminate on the expiration date of the then current Term or Extension Term, as the case may be. (c) Unless (i) Landlord or Tenant notifies the other in writing of its intention to terminate this Agreement at least six (6) months prior to the expiration of the final Extension Term, or (ii) the Agreement is terminated as otherwise permitted by this Agreement prior to the end of the final Extension Term, this Agreement shall continue in force upon the same covenants, terms and conditions for a further term of one (1) year, and for annual terms thereafter (“Annual Term”) until terminated by either party hereto by giving to the other party hereto written notice of its intention to so terminate at least six (6) months prior to the end of any such Annual Term. Monthly Rent during such Annual Terms shall be equal to the Rent paid for the last month of the final Extension Term. If Tenant remains in possession of the Premises after the termination of this Agreement, then Tenant will be deemed to be occupying the Premises as a holdover tenant (the “Holdover Term”) and shall pay rent in the amount of one hundred ten percent (110%) of the then existing monthly Rent. Tenant hereby indemnifies and agrees to hold Landlord harmless from and against any loss, cost, liability, claim, damage, fine, penalty and expense, including reasonable attorneys’ fees and disbursements, directly resulting from delay by Tenant in surrendering the Premises as required herein, including without limitation, any claims made by any succeeding tenant or prospective tenant based upon such delay. (d) The Initial Term, any Extension Terms, any Annual Terms and any Holdover Term are collectively referred to as the “Term.” 4. RENT. (a) Commencing on the date that Tenant commences construction (the “Rent Commencement Date”), Tenant will pay Landlord on or before the fifth (5th) day of each calendar month in advance, Two Thousand Seven Hundred Forty-Six and 50/100 Dollars ($2,746.50) (the “Rent”), at the address set forth above. In any partial month occurring after the Rent Commencement Date, the Rent will be prorated. The initial Rent payment will be forwarded by Tenant to Landlord within forty-five (45) days after the Rent Commencement Date. Tenant shall commence construction as soon as commercially reasonable. The initial Rent payment shall be prorated to the date that Tenant commences construction. (b) Upon each anniversary of the Rent Commencement date, the monthly Rent will increase by Three percent (3%) over the Rent paid during the previous year. (c) All charges payable under this Agreement such as utilities and taxes shall be billed by Landlord within two (2) years from the end of the calendar year in which the charges were incurred. The foregoing shall Non-Tower Structure NY 2018 Structure Lease 9.21.2018 not apply to monthly Rent which is due and payable without a requirement that it be billed by Landlord. The provisions of this subsection shall survive the termination or expiration of this Agreement. 5. APPROVALS. (a) Landlord agrees that Tenant’s ability to use the Premises is contingent upon the suitability of the Premises and Property for the Permitted Use and Tenant’s ability to obtain and maintain, at Tenant’s sole cost and expense, all Government Approvals. Landlord authorizes Tenant to prepare, execute and file all required applications to obtain Government Approvals for the Permitted Use and agrees to reasonably assist Tenant with such applications and with obtaining and maintaining the Government Approvals, provided at no cost to Landlord. (b) Tenant has the right, at its sole cost and expense, to obtain a title report or commitment for a leasehold title policy from a title insurance company of its choice and to have the Property surveyed by a surveyor of its choice. (c) Tenant may also perform and obtain, at Tenant’s sole cost and expense, soil borings, percolation tests, engineering procedures, environmental investigation or other tests or reports on, over, and under the Property, reasonably necessary to determine if Tenant’s use of the Premises will be compatible with Tenant’s engineering specifications, system, design, operations or Government Approvals, provided that Tenant shall: (i) provide the required certificate of insurance to Landlord, prior to entering the Property for such borings, tests, procedures, etc., (ii) indemnify and hold Landlord harmless from and against any and all claims, losses, liabilities, costs that arise as a result of same and (iii) restore the Property to substantially the same condition it was in immediately prior to same. (d) Tenant shall act as expeditiously as commercially practicable to satisfy the due diligence items described in 5(a) – (c) hereinabove. 6. TERMINATION. This Agreement may be terminated, without penalty or further liability, as follows: (a) by either party on thirty (30) days prior written notice, if the other party remains in default under Section 15 of this Agreement after the applicable cure periods, (b) by Tenant upon written notice to Landlord, if Tenant is reasonably unable to obtain, or maintain, any required approval(s) or the issuance of a license or permit by any agency, board, court or other governmental authority necessary for the construction or operation of the Communication Facility as now intended by Tenant; or if Tenant determines, in its sole reasonable discretion that the cost of or delay in obtaining or retaining the same is commercially unreasonable; (c) by Tenant, upon written notice to Landlord, if Tenant determines, in its reasonable discretion, due to the title report results or survey results, that the condition of the Premises is unsatisfactory for its intended uses; or (d) by Tenant upon written notice to Landlord for economical or technological reasons upon sixty (60) days’ prior written notice to Landlord for any reason or no reason,,, so long as Tenant pays Landlord a termination fee equal to three (3) months’ Rent, at the then-current rate, provided, however, that no such termination fee will be payable on account of the termination of this Agreement by Tenant under any termination provision contained in any other Section of this Agreement, including the following: Section 5 Approvals, Section 6(a) Termination; Section 6(b) Termination, Section 6(c) Termination, Section 11(d) Environmental, Section 18 Condemnation or Section 19 Casualty. 7. INSURANCE. During the Term, Tenant will carry and maintain in effect a commercial general liability policy insuring Tenant. Said policy of commercial general liability insurance will provide a combined single limit of Two Million and No/100 Dollars ($2,000,000.00) per occurrence and Four Million and No/100 Dollars ($4,000,000.00) in the aggregate and shall include Landlord as additional insured by endorsement as respects to this Agreement. Notwithstanding the foregoing, Tenant shall have the right to self-insure such general liability coverage. During the Term, Tenant shall carry the insurance described in the Insurance Requirements attached hereto and made a part hereof. 8. INTERFERENCE. Non-Tower Structure NY 2018 Structure Lease 9.21.2018 (a) Prior to or concurrent with the execution of this Agreement, Landlord has provided or will provide Tenant with a list of radio frequency user(s) and frequencies used on the Property as of the Effective Date to be provided by Landlord. Tenant warrants that its use of the Premises will not interfere with those existing radio frequency uses on the Property, as long as the existing radio frequency user(s) operate and continue to operate within their respective frequencies and in accordance with all applicable laws and regulations. (b) Landlord will not grant, after the Effective Date, a lease, license or any other right to any third party, if the exercise of such grant may in any way materially adversely affect or interfere with the Communication Facility, the operations of Tenant or the rights of Tenant under this Agreement. (c) Landlord will not, nor will Landlord permit its employees, tenants, licensees, invitees, agents or independent contractors to interfere in any way with the Communication Facility, inclusive of the FirstNet: First Responder Network the operations of Tenant or the rights of Tenant under this Agreement. Landlord will cause such interference to cease within twenty-four (24) hours after receipt of written notice of interference from Tenant. In the event any such interference does not cease within the aforementioned cure period, Landlord shall cease all operations which are suspected of causing interference (except for intermittent testing to determine the cause of such interference) until the interference has been corrected. (d) Tenant and Landlord acknowledge that both the Tenant and Landlord operate communication networks, the primary purpose of which is providing public safety services. Landlord provides public safety radio and related equipment at the Property in connection with the provision of its municipal and public safety services. Tenant provides the federally regulated FirstNet: First Responder Network for public safety. Tenant and Landlord acknowledge and agree that, provided that Tenant’s public safety equipment does not interfere with the existing radio frequency uses on the Property as described in Section 8(a) hereinabove, the use of such public safety equipment shall be paramount and shall take precedence over other communications equipment, whether such public safety equipment predates or postdates the installation of other non-public safety communications equipment. Tenant’s Use of the Premises shall not cause radio frequency interference with Landlord’s public safety equipment. Landlord shall provide Tenant with written notice in the event that Tenant’s communications equipment causes radio frequency interference to Landlord’s public safety equipment, either individually or collectively with Landlord’s other lessees. In the event that Landlord notifies Tenant that Tenant’s communications equipment causes radio frequency interference to Landlord’s public safety equipment, Tenant agrees to promptly shut down Tenant’s non-emergency communications equipment, along with all other collective frequencies creating interference, except for intermittent testing, until Tenant is determined not to be the source of the interference or eliminates such interference. Tenant’s FirstNet: First Responder Network communication system shall remain active during this time unless it is proved to be directly responsible for the interference to Landlord’s public safety network. Any interference that disrupts Landlord’s public safety communication system shall be promptly cured after Tenant’s receipt of notice, including proof of direct interference. In the event Tenant does not cure such interference promptly, Landlord shall be entitled to all rights and remedies available at law and in equity. In the event of such interference, Landlord may contact Tenant at Tenant’s Network Operations Center at 800-832-6662.Tenant shall provide Landlord with written notice in the event that Landlord’s or any of Landlord’s tenants’ communications equipment causes radio frequency interference to Tenant’s public safety equipment. In the event that Tenant notifies Landlord that Landlord’s or any of Landlord’s tenants’ communications equipment causes radio frequency interference to Tenant’s public safety equipment, Landlord agrees to promptly shut down Landlord’s or any of Landlord’s tenants’ non-emergency communications equipment, along with all other collective frequencies creating interference, except for intermittent testing, until Landlord or Landlord’s tenants are determined not to be the source of the interference or eliminates such interference. Landlord’s public safety equipment shall remain active during this time. Any interference that disrupts Tenant’s FirstNet: First Responder Network shall be promptly cured after Landlord’s receipt of notice, including proof of direct interference. In the event Landlord does not cure such interference promptly, Tenant shall be entitled to all rights and remedies available at law and in equity. In the event of such interference, Tenant may contact Landlord at 914-271-4783 or engineering@crotononhudson-ny.gov. Non-Tower Structure NY 2018 Structure Lease 9.21.2018 (e) For the purposes of this Agreement, “interference” may include, but is not limited to, any use on the Property or Surrounding Property that causes electronic or physical obstruction with, or degradation of, the communications signals from the Communication Facility. 9. INDEMNIFICATION. (a) Tenant agrees to indemnify, defend and hold Landlord harmless from and against any and all injury, loss, damage or liability, costs or expenses in connection with a third party claim (including reasonable attorneys’ fees and court costs) arising directly from the installation, use, maintenance, repair or removal of the Communication Facility or Tenant’s breach of any provision of this Agreement, except to the extent attributable to the negligent or intentional act or omission of Landlord, its employees, invitees, agents or independent contractors. (b) Landlord agrees to indemnify, defend and hold Tenant harmless from and against any and all injury, loss, damage or liability, costs or expenses in connection with a third party claim (including reasonable attorneys’ fees and court costs) arising directly from the actions or failure to act of Landlord, its employees, invitees, agents or independent contractors, or Landlord’s breach of any provision of this Agreement, except to the extent attributable to the negligent or intentional act or omission of Tenant, its employees, agents or independent contractors. (c) The indemnified party: (i) shall promptly provide the indemnifying party with written notice of any claim, demand, lawsuit, or the like for which it seeks indemnification pursuant to this Section 9 and provide the indemnifying party with copies of any demands, notices, summonses, or legal papers received in connection with such claim, demand, lawsuit, or the like; (ii) shall not settle any such claim, demand, lawsuit, or the like without the prior written consent of the indemnifying party; and (iii) shall fully cooperate with the indemnifying party in the defense of the claim, demand, lawsuit, or the like. A delay in notice shall not relieve the indemnifying party of its indemnity obligation, except (1) to the extent the indemnifying party can show it was prejudiced by the delay; and (2) the indemnifying party shall not be liable for any settlement or litigation expenses incurred before the time when notice is given. 10. WARRANTIES. (a) Each of Tenant and Landlord (to the extent not a natural person) each acknowledge and represent that it is duly organized, validly existing and in good standing and has the right, power, and authority or capacity, as applicable, to enter into this Agreement and bind itself hereto through the party or individual set forth as signatory for the party below. (b) Landlord represents, to the best of Landlord’s knowledge, without independent investigation, that: (i) Landlord solely owns the Property as a legal lot in fee simple, or controls the Property by lease or license and solely owns the Structure; (ii) the Property is not and will not be encumbered by any liens, restrictions, mortgages, covenants, conditions, easements, leases, or any other agreements of record or not of record, which would adversely affect Tenant’s Permitted Use and enjoyment of the Premises under this Agreement; (iii) Landlord grants to Tenant actual, quiet and peaceful use, enjoyment and possession of the Premises in accordance with the terms of this Agreement without hindrance or ejection by any persons lawfully claiming under Landlord; (iv) Landlord’s execution and performance of this Agreement will not violate any laws, ordinances, covenants or the provisions of any mortgage, lease or other agreement binding on Landlord; and (v) if the Property is or becomes encumbered by a deed to secure a debt, mortgage or other security interest, then Landlord will use its best efforts to provide promptly to Tenant a mutually agreeable subordination, non-disturbance and attornment agreement executed by Landlord and the holder of such security interest. 11. ENVIRONMENTAL. (a) Landlord represents to the best of Landlord’s knowledge, except as may be identified in Exhibit 11 attached to this Agreement, (i) the Premises, as of the Effective Date, is free of hazardous substances, including asbestos-containing materials and lead paint, and (ii) the Premises has never been subject to any contamination or hazardous conditions resulting in any environmental investigation, inquiry or remediation. Landlord and Tenant agree that each will be responsible for compliance with any and all applicable governmental laws, rules, statutes, regulations, codes, ordinances, or principles of common law regulating or imposing standards of liability or Non-Tower Structure NY 2018 Structure Lease 9.21.2018 standards of conduct with regard to protection of the environment or worker health and safety, as may now or at any time hereafter be in effect, to the extent such apply to that party’s activity conducted in or on the Property. (b) Landlord and Tenant agree to hold harmless and indemnify the other from, and to assume all duties, responsibilities and liabilities at the sole cost and expense of the indemnifying party for, payment of penalties, sanctions, forfeitures, losses, costs or damages, and for responding to any action, notice, claim, order, summons, citation, directive, litigation, investigation or proceeding (“Claims”), to the extent arising from that party’s breach of its obligations or representations under Section 11(a). Landlord agrees to hold harmless and indemnify Tenant from, and to assume all duties, responsibilities and liabilities at the sole cost and expense of Landlord for, payment of penalties, sanctions, forfeitures, losses, costs or damages, and for responding to any Claims, to the extent arising from subsurface or other contamination of the Property with hazardous substances prior to the Effective Date or from such contamination caused by the acts or omissions of Landlord during the Term. Tenant agrees to hold harmless and indemnify Landlord from, and to assume all duties, responsibilities and liabilities at the sole cost and expense of Tenant for, payment of penalties, sanctions, forfeitures, losses, costs or damages, and for responding to any Claims, to the extent arising from hazardous substances brought onto the Property by Tenant, Tenant’s contractors, invitees or agents. (c) The indemnification provisions contained in this Section 11 specifically include reasonable costs, expenses and fees incurred in connection with any investigation of Property conditions or any clean-up, remediation, removal or restoration work required by any governmental authority. The provisions of this Section 11 will survive the expiration or termination of this Agreement. (d) In the event Tenant becomes aware of any hazardous materials on the Property, or any environmental, health or safety condition or matter relating to the Property, that, in Tenant’s reasonable determination, renders the condition of the Premises or Property unsuitable for Tenant’s use, or if Tenant reasonably believes that the leasing or continued leasing of the Premises would expose Tenant to undue risks of material liability to a government agency or other third party, then Tenant will have the right, in addition to any other rights it may have at law or in equity, to terminate this Agreement upon written notice to Landlord. 12. ACCESS. At all times throughout the Term of this Agreement, Tenant and its employees, agents, and subcontractors, will have twenty-four (24) hour per day, seven (7) day per week pedestrian and vehicular access (“Access”), from an open and improved public road to and over a portion of the Property reasonably required to access the Premises, for the installation, maintenance and operation of the Communication Facility and any utilities serving the Premises, provided Landlord shall have the right to require Tenant to provide some sort of notice, (i.e. telephone or e-mail), prior to such Access, except in an emergency situation as the Tenant needs to uphold the federally regulated FirstNet: First Responder Network for public safety, in which case no notice is required. As may be described more fully in Exhibit 1, Landlord grants to Tenant an easement for such Access and Landlord agrees to provide to Tenant such codes, keys and other instruments necessary for such Access. Upon Tenant’s request, Landlord will execute a separate recordable easement agreement evidencing this right, provided such agreement is reasonably acceptable to Landlord and further provided that Tenant shall pay any and all costs incurred by Landlord in the review and/or negotiation of such easement agreement including without limitation reasonable attorneys’ fees. Landlord shall execute a letter granting Tenant Access to the Property substantially in the form attached as Exhibit 12; upon Tenant’s request, Landlord shall execute additional letters in substantially the same form during the Term. If Tenant elects to utilize an Unmanned Aircraft System (“UAS”) in connection with its installation, construction, monitoring, site audits, inspections, maintenance, repair, modification, or alteration activities at the Property, Landlord hereby grants Tenant, or any UAS operator acting on Tenant’s behalf, express permission to fly over the applicable Property and Premises, and consents to the use of audio and video navigation and recording in connection with the use of the UAS. Landlord acknowledges that in the event Tenant cannot obtain Access to the Premises, Tenant shall incur significant damage. If Landlord fails to provide the Access granted by this Section 12 within twenty-four (24) hours of written notice of such failure, such failure shall be a default in accordance with Paragraph 15 under this Agreement. 13. REMOVAL/RESTORATION. All portions of the Communication Facility brought onto the Property by Tenant will be and remain Tenant’s personal property and, at Tenant’s option, may be removed by Tenant at any time during or after the Term. Landlord covenants and agrees that no part of the Communication Facility Non-Tower Structure NY 2018 Structure Lease 9.21.2018 constructed, erected or placed on the Premises by Tenant will become, or be considered as being affixed to or a part of, the Property, it being the specific intention of Landlord that all improvements of every kind and nature constructed, erected or placed by Tenant on the Premises will be and remain the property of Tenant and may be removed by Tenant at any time during or after the Term. Tenant will repair any damage to the Property resulting from Tenant’s removal activities. Any portions of the Communication Facility that Tenant does not remove within one hundred twenty (120) days after the later of the end of the Term and cessation of Tenant’s operations at the Premises shall be deemed abandoned and owned by Landlord. 14. MAINTENANCE/UTILITIES. (a) Tenant will keep and maintain the Premises in good condition, reasonable wear and tear and damage from the elements excepted. Landlord will maintain and repair the Property and access thereto, the Structure, and all areas of the Premises where Tenant does not have exclusive control, in good condition, subject to reasonable wear and tear and damage from the elements. Landlord will be responsible for maintenance of landscaping on the Property, including any landscaping installed by Tenant as a condition of this Agreement or any required permit. (b) Tenant will be responsible for paying on a monthly or quarterly basis all utilities charges for electricity, telephone service or any other utility used or consumed by Tenant on the Premises. In the event Tenant cannot secure its own metered electrical supply, Tenant will have the right, at its own cost and expense, to sub- meter from Landlord. When sub-metering is required under this Agreement, Landlord will read the meter and provide Tenant with an invoice and usage data on a monthly basis. Tenant shall reimburse Landlord for such utility usage at the same rate charged to Landlord by the utility service provider. Landlord further agrees to provide the usage data and invoice on forms provided by Tenant, provided the forms are reasonably acceptable to Landlord, and to send such forms to such address and/or agent designated by Tenant. Tenant will remit payment within sixty (60) days of receipt of the usage data and required forms. Landlord shall maintain accurate and detailed records of all utility expenses, invoices and payments applicable to Tenant’s reimbursement obligations hereunder. Within fifteen (15) days after a request from Tenant, Landlord shall provide copies of such utility billing records to the Tenant in the form of copies of invoices, contracts and cancelled checks, to the extent available and applicable. If the utility billing records reflect an overpayment by Tenant, Landlord shall refund such overage to Tenant within fifteen (15) days of confirming such overage. (c) If Tenant sub-meters electricity from Landlord, Landlord agrees to give Tenant at least twenty- four (24) hours advance notice of any planned interruptions of said electricity. Landlord acknowledges that Tenant provides a communication service which requires electrical power to operate and must operate twenty-four (24) hours per day, seven (7) days per week. If the interruption is for an extended period of time, in Tenant’s reasonable determination, Landlord agrees to allow Tenant the right to bring in, at Tenant’s sole cost and expense, a temporary source of power for the duration of the interruption. Landlord will not be responsible for interference with, interruption of or failure, beyond the reasonable control of Landlord, of such services to be furnished or supplied by Landlord. (d) Tenant will have the right to install utilities, at Tenant’s expense, and to improve present utilities on the Property and the Premises, provided Landlord consents to any such installations or improvements. Landlord hereby grants to any service company providing utility or similar services, including electric power and telecommunications, to Tenant an easement, from an open and improved public road to the Premises, over a portion of the Property reasonably needed to access the Premises, and upon the Premises, for the purpose of constructing, operating and maintaining such lines, wires, circuits, and conduits, associated equipment cabinets and such appurtenances thereto, as such service companies may from time to time reasonably require in order to provide such services to the Premises, provided, however, that Tenant shall indemnify, defend and hold Landlord harmless against any and all claims, liabilities, costs and damages incurred as a result of such easement. Upon Tenant’s request, Landlord will execute a separate recordable easement agreement evidencing this grant, provided such agreement is reasonably acceptable to Landlord. (e) In the event Landlord incurs any reasonable legal fees in connection with requests made by Tenant pursuant to this Agreement Tenant agrees to make payments to Landlord in a total amount not to exceed Two Thousand Five Hundred and No/100 Dollars ($2,500.00) within forty-five (45) days after receipt of a detailed invoice evidencing legal fees incurred. Upon such payment(s) totaling Two Thousand Five Hundred and No/100 Non-Tower Structure NY 2018 Structure Lease 9.21.2018 Dollars ($2,500.00), Tenant shall not be responsible for any further legal fees of the Landlord in connection with this Agreement, except as otherwise provided in this Agreement. 15. DEFAULT AND RIGHT TO CURE. (a) The following will be deemed a default by Tenant and a breach of this Agreement: (i) non- payment of Rent if such Rent remains unpaid for more than thirty (30) days after written notice from Landlord of such failure to pay; or (ii) Tenant’s failure to perform any other term or condition under this Agreement within forty-five (45) days after written notice from Landlord specifying the failure. No such failure, however, will be deemed to exist if such failure cannot reasonably be cured within such period and Tenant has commenced to cure such default within such period and provided that such efforts are prosecuted to completion with reasonable diligence. Delay in curing a default will be excused if due to causes beyond the reasonable control of Tenant. If Tenant remains in default beyond any applicable cure period, then Landlord will have the right to exercise any and all rights and remedies available to it under this Agreement, law and equity. (b) The following will be deemed a default by Landlord and a breach of this Agreement: (i) Landlord’s failure to provide Access to the Premises as required by Section 12 within twenty-four (24) hours after written notice of such failure; (ii) Landlord’s failure to cure an interference problem as required by Section 8 within twenty-four (24) hours after written notice of such failure; or (iii) Landlord’s failure to perform any other term or condition under this Agreement within forty-five (45) days after written notice from Tenant specifying the failure. No such failure described in (i), (ii) or (iii) hereinabove, however, will be deemed a default if Landlord has commenced to cure the default within such period and provided such efforts are prosecuted to completion with reasonable diligence. Delay in curing a default will be excused if due to causes beyond the reasonable control of Landlord. If Landlord remains in default beyond any applicable cure period, Tenant will have: (i) the right to cure Landlord’s default, if reasonably practicable, and to deduct the reasonable costs of such cure from any monies due to Landlord from Tenant, and (ii) any and all other rights available to it under law and equity. 16. ASSIGNMENT/SUBLEASE Tenant will have the right to assign, sell or transfer its interest under this Agreement without Landlord’s consent, to: (a) Tenant’s Affiliate, or (b) any entity that acquires all or substantially all of the Tenant’s assets in the market as defined by the Federal Communications Commission in which the Property is located. Upon notification to Landlord of such assignment, transfer or sale, Tenant will be relieved of all future performance, liabilities and obligations under this Agreement. Tenant shall have the right to sublease the Premises, in whole or in part, with Landlord’s consent which consent will not be unreasonably withheld, conditioned or delayed. Tenant may not otherwise assign this Agreement without Landlord’s consent, Landlord’s consent not to be unreasonably withheld, conditioned or delayed. 17. NOTICES. All notices, requests and demands hereunder will be given as follows: For Notices of Default to Tenant: (a) To Tenant’s Lease Administration Department by email at NoticeIntake@att.com; and (b) To Tenant’s Law Department via first class certified or registered mail, return receipt requested or by a nationally recognized overnight courier, postage prepaid, addressed to: New Cingular Wireless PCS, LLC Attn.: Legal Dept – Network Operations Re: Cell Site #: N-6362; Cell Site Name: Croton-on-Hudson/NY Fixed Asset #: 14652291 208 S. Akard Street Dallas, TX 75202-4206 All other notices will be sent: (a) To Tenant’s Lease Administration Department by email at NoticeIntake@att.com with the FA#, Cell Site #, and Cell Site Name in the email subject line; and Non-Tower Structure NY 2018 Structure Lease 9.21.2018 (b) To Landlord by first class certified or registered mail, return receipt requested, or by a nationally recognized overnight courier, postage prepaid, and via e-mail, at: 1 Van Wyck Street, Croton-on-Hudson, N.Y. 10520 managersoffice@crotononhudson-ny.gov With a copy to: Village Attorney McCarthy Fingar LLP 711 Westchester Avenue, Suite 405 White Plains, NY 10604 Notices by email to Tenant’s Lease Administration Department or to Landlord or Landlord’s attorney will be effective on the first calendar day after it was sent unless the sender receives an automated message that the email has not been delivered. Electronic mail shall be sent with a read receipt, but a read receipt shall not be required to establish that notice was given and received. All other notices shall be effective when properly sent and received or refused, unless returned undelivered. Either party hereto may change the place for the giving of notice to it by thirty (30) days’ prior written notice to the other party hereto as provided herein. 18. CONDEMNATION. In the event Landlord receives notification of any condemnation proceedings affecting the Property, Landlord will provide notice of the proceeding to Tenant within ninety-six (96) hours. If a condemning authority takes all of the Property, or a portion sufficient, in Tenant’s reasonable determination, to render the Premises unsuitable for Tenant, this Agreement will terminate as of the date the title vests in the condemning authority. The parties will each be entitled to pursue their own separate awards in the condemnation proceeds, which for Tenant will include, where applicable, the value of its Communication Facility, moving expenses, prepaid Rent, and business dislocation expenses. Tenant will be entitled to reimbursement for any prepaid Rent on a pro rata basis. Landlord agrees that it shall not seek and shall not be entitled to in its own award the value of Tenant’s Communication Facility, Tenant’s moving expenses, Tenant’s prepaid Rent and Tenant’s dislocation expenses. 19. CASUALTY. Landlord will provide notice to Tenant of any casualty or other harm affecting the Property within ninety-six (96) hours of the casualty or other harm. If any part of the Communication Facility or the Property is damaged by casualty or other harm as to render the Premises unsuitable, in Tenant’s reasonable determination, then Tenant may terminate this Agreement by providing written notice to Landlord, which termination will be effective as of the date of such casualty or other harm. Upon such termination, Tenant will be entitled to collect all insurance proceeds payable to Tenant on account thereof and to be reimbursed for any prepaid Rent on a pro rata basis. Landlord agrees to permit Tenant to place temporary transmission and reception facilities on the Property, in a manner and location and for a certain time period to be reasonably approved by Landlord in writing, but only until such time as Tenant is able to activate a replacement transmission facility at another location; notwithstanding the termination of this Agreement, such temporary facilities will be governed by all of the terms and conditions of this Agreement, including Rent. If Landlord or Tenant undertakes to rebuild or restore the Premises and/or the Communication Facility, as applicable, Landlord agrees to permit Tenant to place temporary transmission and reception facilities on the Property, in a manner and location to be reasonably approved by Landlord in writing, until the reconstruction of the Premises and/or the Communication Facility is completed. If Landlord determines not to rebuild or restore the Property, Landlord will notify Tenant of such determination within thirty (30) days after the casualty or other harm. Landlord agrees that the Rent shall be abated until the Property and/or the Premises are rebuilt or restored, unless Tenant places temporary transmission and reception facilities on the Property in accordance with this Paragraph 19. Non-Tower Structure NY 2018 Structure Lease 9.21.2018 20. WAIVER OF LANDLORD’S LIENS. Landlord waives any and all lien rights it may have, statutory or otherwise, concerning the Communication Facility or any portion thereof. The Communication Facility shall be deemed personal property for purposes of this Agreement, regardless of whether any portion is deemed real or personal property under applicable law; Landlord consents to Tenant’s right to remove all or any portion of the Communication Facility from time to time in Tenant’s sole discretion and without Landlord’s consent. Tenant will repair any damage to the Property resulting from Tenant’s removal activities, reasonable wear and tear and damage from the elements excepted. 21. TAXES. (a) Landlord shall be responsible for (i) all taxes and assessments levied upon the lands, improvements and other property of Landlord including any such taxes that may be calculated by a taxing authority using any method, including the income method, (ii) all sales, use, license, value added, documentary, stamp, gross receipts, registration, real estate transfer, conveyance, excise, recording, and other similar taxes and fees imposed in connection with this Agreement, and (iii) all sales, use, license, value added, documentary, stamp, gross receipts, registration, real estate transfer, conveyance, excise, recording, and other similar taxes and fees imposed in connection with a sale of the Property or assignment of Rent payments by Landlord. Tenant shall be responsible for (y) any taxes and assessments attributable to and levied upon Tenant’s leasehold improvements on the Premises if and as set forth in this Section 21 and (z) all sales, use, license, value added, documentary, stamp, gross receipts, registration, real estate transfer, conveyance, excise, recording, and other similar taxes and fees imposed in connection with an assignment of this Agreement or sublease by Tenant. Nothing herein shall require Tenant to pay any inheritance, franchise, income, payroll, excise, privilege, rent, capital stock, stamp, documentary, estate or profit tax, or any tax of similar nature, that is or may be imposed upon Landlord. (b) In the event Landlord receives a notice of assessment with respect to which taxes or assessments are imposed on Tenant’s leasehold improvements on the Premises, Landlord shall provide Tenant with copies of each such notice immediately upon receipt, but in no event later than thirty (30) days after the date of such notice of assessment. If Landlord does not provide such notice or notices to Tenant within thirty (30) days after the date of such notice and Tenant’s rights with respect to such taxes are prejudiced by the delay, Landlord shall reimburse Tenant for any increased costs directly resulting from the delay. If Landlord provides a notice of assessment to Tenant within such time period and requests payment or reimbursement from Tenant, then Tenant shall pay or reimburse Landlord for the tax or assessments identified on the notice of assessment on Tenant’s leasehold improvements within thirty (30) days of receipt of such request. If Landlord seeks reimbursement from Tenant, Landlord shall, no later than thirty (30) days after Landlord’s payment of the taxes or assessments for the assessed tax year, provide Tenant with written notice including evidence that Landlord has timely paid same, and Landlord shall provide to Tenant any other documentation reasonably requested by Tenant to allow Tenant to evaluate the payment and to reimburse Landlord. (c) For any tax amount for which Tenant is responsible under this Agreement, Tenant shall have the right to contest, in good faith, the validity or the amount thereof using such administrative, appellate or other proceedings as may be reasonably appropriate in the jurisdiction, and may defer payment of such obligations, pay same under protest, or take such other steps as permitted by law. This right shall include the ability to institute any legal, regulatory or informal action in the name of Landlord, Tenant, or both, with respect to the valuation of the Premises. Landlord shall cooperate with respect to the commencement and prosecution of any such proceedings and will execute any documents reasonably required therefor. The expense of any such proceedings and all costs incurred in connection therewith shall be borne by Tenant and any refunds or rebates secured as a result of Tenant’s action shall belong to Tenant, to the extent the amounts were originally paid by Tenant. In the event Tenant notifies Landlord by the due date for assessment of Tenant’s intent to contest the assessment, Landlord shall not pay the assessment pending conclusion of the contest, unless required by applicable law. (d) Intentionally omitted. (e) Intentionally omitted. (f) Any tax-related notices shall be sent to Tenant in the manner set forth in Section 17. (g) Notwithstanding anything to the contrary contained in this Section 21, Tenant shall have no obligation to reimburse any tax or assessment for which the Landlord is reimbursed or rebated by a third party. Non-Tower Structure NY 2018 Structure Lease 9.21.2018 22. SALE OF PROPERTY. (a) Landlord may sell the Property or a portion thereof to a third party, provided: (i) the sale is made subject to the terms of this Agreement; and (ii) if the sale does not include the assignment of Landlord’s full interest in this Agreement, the purchaser must agree to perform, without requiring compensation from Tenant or any subtenant approved in accordance with the terms hereof, any obligation of Landlord under this Agreement, including Landlord’s obligation to cooperate with Tenant as provided hereunder. (b) If Landlord, at any time during the Term of this Agreement, decides to rezone or sell, subdivide or otherwise transfer all or any part of the Premises, or all or any part of the Property or the Surrounding Property, to a purchaser other than Tenant, Landlord shall promptly notify Tenant in writing, and such rezoning, sale, subdivision or transfer shall be subject to this Agreement and Tenant’s rights hereunder. In the event of a change in ownership, transfer or sale of the Property, within ten (10) days of such transfer, Landlord or its successor shall send the documents listed below in this Section 22(b) to Tenant, to the extent they are available or were delivered upon the change in ownership, transfer or sale. Until Tenant receives all such documents, Tenant’s failure to make payments under this Agreement shall not be an event of default and Tenant reserves the right to hold payments due under this Agreement. i. Intentionally deleted. ii. New deed to Property iii. Bill of Sale or Transfer iv. Copy of current Tax Bill v. New IRS Form W-9 vi. Completed and Signed Tenant Payment Direction Form vii. Full contact information for new Landlord including phone number(s) (c) Landlord agrees not to sell, lease or use any areas of the Property or the Surrounding Property for the installation, operation or maintenance of other wireless communication facilities which are not already in existence at the Property or the Surrounding Property as of the Effective Date if such installation, operation or maintenance would unreasonably interfere with Tenant’s Permitted Use or communications equipment as determined by radio propagation tests, provided such tests are customarily used for such purpose, performed by Tenant in its reasonable discretion. If the radio frequency propagation tests demonstrate levels of interference which unreasonably interfere with Tenant’s Permitted Use or communications equipment, Landlord shall be prohibited from selling, leasing or using any areas of the Property or the Surrounding Property for purposes of any installation, operation or maintenance of any other wireless communication facility or equipment which are not already in existence at the Property or the Surrounding Property as of the Effective Date. (d) The provisions of this Section 22 shall in no way limit or impair the obligations of Landlord under this Agreement, including interference and access obligations. 23. RIGHT OF FIRST REFUSAL. (a) Notwithstanding the provisions contained in Section 22, if at any time after the Effective Date, Landlord receives a bona fide written offer from a third party seeking an assignment or transfer of the Rent payments associated with this Agreement (“Offer”), Landlord shall immediately furnish Tenant with a copy of the Offer. Tenant shall have the right within sixty (60) days after it receives such copy to match the financial terms of the Offer and agree in writing to match such terms of the Offer. Such writing shall be in the form of a contract substantially similar to the Offer. If Tenant chooses not to exercise this right or fails to provide written notice to Landlord within the thirty (30) day period, Landlord may sell, convey, assign or transfer such property interest in or related to the Premises pursuant to the Offer, subject to the terms of this Agreement. If Landlord attempts to sell, convey, assign or transfer such property interest in or related to the Premises without complying with this Section 23, the sale, conveyance, assignment or transfer shall be void. Tenant’s failure to exercise the right of first refusal described herein shall not be deemed a waiver of the rights contained in this Section 23 with respect to any future proposed conveyances as described herein. Non-Tower Structure NY 2018 Structure Lease 9.21.2018 (b) The rights granted by this Section shall not apply to any transaction other than the assignment by Landlord solely of the rental stream hereunder. Without limiting the generality of the foregoing, nothing in this Section shall be construed to apply to (1) Landlord’s grant of a security interest hereunder in connection with any mortgage, loan or other extension of credit; (2) an assignment pursuant to Section 22 hereof of Landlord’s rights under this Agreement or in and to the Property (other than an assignment of the rental stream hereunder only); (3) Landlord’s retention of a contractor to manage and maintain the Property or a portion thereof for a consideration that includes, in whole or in part, the right to share in rental payments or other revenues; (4) Landlord’s retention of a contractor to collect rents or other accounts receivable on Landlord’s behalf; or (5) the assignment of revenue under any agreement other than this Agreement or of rentals due from any tenant of Landlord other than Tenant. 24. MISCELLANEOUS. (a) Amendment/Waiver. This Agreement cannot be amended, modified or revised unless done in writing and signed by Landlord and Tenant. No provision may be waived except in a writing signed by both parties. The failure by a party to enforce any provision of this Agreement or to require performance by the other party will not be construed to be a waiver, or in any way affect the right of either party to enforce such provision thereafter. (b) Intentionally omitted. (c) Limitation of Liability. Except for the indemnity obligations set forth in this Agreement, and otherwise notwithstanding anything to the contrary in this Agreement, Tenant and Landlord each waives any claims that each may have against the other with respect to consequential, incidental or special damages, however caused, based on any theory of liability. (d) Compliance with Law. Tenant agrees to comply with all federal, state and local laws, orders, rules and regulations (“Laws”) applicable to Tenant’s use of the Communication Facility on the Property. Landlord agrees to comply with all Laws relating to Landlord’s ownership and use of the Property and any improvements on the Property. (e) Bind and Benefit. The terms and conditions contained in this Agreement will run with the Property and bind and inure to the benefit of the parties, their respective heirs, executors, administrators, successors and assigns. (f) Entire Agreement. This Agreement and the exhibits attached hereto, all being a part hereof, constitute the entire agreement of the parties hereto and will supersede all prior offers, negotiations and agreements with respect to the subject matter of this Agreement. Exhibits are numbered to correspond to the Section wherein they are first referenced. Except as otherwise stated in this Agreement, each party shall bear its own fees and expenses (including the fees and expenses of its agents, brokers, representatives, attorneys, and accountants) incurred in connection with the negotiation, drafting, execution and performance of this Agreement and the transactions it contemplates. (g) Governing Law. This Agreement will be governed by the laws of the state in which the Premises are located, without regard to conflicts of law. (h) Interpretation. Unless otherwise specified, the following rules of construction and interpretation apply: (i) captions are for convenience and reference only and in no way define or limit the construction of the terms and conditions hereof; (ii) use of the term “including” will be interpreted to mean “including but not limited to”; (iii) whenever a party’s consent is required under this Agreement, except as otherwise stated in the Agreement or as same may be duplicative, such consent will not be unreasonably withheld, conditioned or delayed; (iv) exhibits are an integral part of this Agreement and are incorporated by reference into this Agreement; (v) use of the terms “termination” or “expiration” are interchangeable; (vi) reference to a default will take into consideration any applicable notice, grace and cure periods; (vii) to the extent there is any issue with respect to any alleged, perceived or actual ambiguity in this Agreement, the ambiguity shall not be resolved on the basis of who drafted the Agreement; (viii) the singular use of words includes the plural where appropriate; and (ix) if any provision of this Agreement is held invalid, illegal or unenforceable, the remaining provisions of this Agreement shall remain in full force if the overall purpose of the Agreement is not rendered impossible and the original purpose, intent or consideration is not materially impaired. Non-Tower Structure NY 2018 Structure Lease 9.21.2018 (i) Affiliates. All references to “Tenant” shall be deemed to include any Affiliate of New Cingular Wireless PCS, LLC using the Premises for any Permitted Use or otherwise exercising the rights of Tenant pursuant to this Agreement. “Affiliate” means with respect to a party to this Agreement, any person or entity that (directly or indirectly) controls, is controlled by, or under common control with, that party. “Control” of a person or entity means the power (directly or indirectly) to direct the management or policies of that person or entity, whether through the ownership of voting securities, by contract, by agency or otherwise. (j) Survival. Any provisions of this Agreement relating to indemnification shall survive the termination or expiration hereof. In addition, any terms and conditions contained in this Agreement that by their sense and context are intended to survive the termination or expiration of this Agreement shall so survive. (k) W-9. As a condition precedent to payment, Landlord agrees to provide Tenant with a completed IRS Form W-9, or its equivalent, upon execution of this Agreement and at such other times as may be reasonably requested by Tenant, including any change in Landlord’s name or address. (l) Execution/No Option. The submission of this Agreement to any party for examination or consideration does not constitute an offer, reservation of or option for the Premises based on the terms set forth herein. This Agreement will become effective as a binding Agreement only upon the handwritten legal execution, acknowledgment and delivery hereof by Landlord and Tenant. This Agreement may be executed in two (2) or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties. All parties need not sign the same counterpart and the parties agree that pdf signatures shall be deemed originals and shall be binding. (m) Attorneys’ Fees. In the event that any dispute between the parties related to this Agreement should result in litigation, the prevailing party in such litigation shall be entitled to recover from the other party all reasonable fees and expenses of enforcing any right of the prevailing party, including reasonable attorneys’ fees and expenses. Prevailing party means the party determined by the court to have most nearly prevailed even if such party did not prevail in all matters. This provision will not be construed to entitle any party other than Landlord or Tenant to recover their fees and expenses. (n) WAIVER OF JURY TRIAL. EACH PARTY, TO THE EXTENT PERMITTED BY LAW, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING UNDER ANY THEORY OF LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT OR THE TRANSACTIONS IT CONTEMPLATES. (o) No Additional Fees/Incidental Fees. Unless otherwise specified in this Agreement, all rights and obligations set forth in the Agreement shall be provided by Landlord and/or Tenant, as the case may be, at no additional cost. No unilateral fees or additional costs or expenses are to be applied by either party to the other party, for any customary task or service including, but not limited to, review of plans, structural analyses, consents, provision of documents or other communications between the parties, except as otherwise provided in this Agreement. (p) Further Acts. Upon request, Landlord or Tenant, as the case may be, will cause to be promptly and duly taken, executed, acknowledged and delivered all such further acts, documents, and assurances as Landlord or Tenant may reasonably request from time to time in order to effectuate, carry out and perform all of the terms, provisions and conditions of this Agreement and all transactions and Permitted Use contemplated by this Agreement. Non-Tower Structure NY 2018 Structure Lease 9.21.2018 IN WITNESS WHEREOF, the parties have caused this Agreement to be effective as of the Effective Date. “LANDLORD” Croton-on-Hudson, a New York State Municipality By: Print Name: [ ] Its: [Insert Title] Date: [Insert Date] “TENANT” New Cingular Wireless PCS, LLC, a Delaware limited liability company By: AT&T Mobility Corporation Its: Manager By: Print Name: [ ] Its: [Insert Title] Date: [Insert Date] Non-Tower Structure NY 2018 Structure Lease 9.21.2018 EXHIBIT 1 DESCRIPTION OF PROPERTY AND PREMISES to the Structure Lease Agreement dated [Insert Date] , 20 , by and between [Insert Landlord's Name] , a [Insert Jurisdictional State, and Entity Type] , as Landlord, and New Cingular Wireless PCS, LLC, a Delaware limited liability company, as Tenant. The Property is legally described as follows: The Premises are described and/or depicted as follows: Notes: 1. THIS EXHIBIT MAY BE REPLACED BY A LAND SURVEY AND/OR CONSTRUCTION DRAWINGS OF THE PREMISES ONCE RECEIVED BY TENANT. 2. ANY SETBACK OF THE PREMISES FROM THE PROPERTY’S BOUNDARIES SHALL BE THE DISTANCE REQUIRED BY THE APPLICABLE GOVERNMENT AUTHORITIES. 3. WIDTH OF ACCESS ROAD SHALL BE THE WIDTH REQUIRED BY THE APPLICABLE GOVERNMENT AUTHORITIES, INCLUDING POLICE AND FIRE DEPARTMENTS. 4. THE TYPE, NUMBER AND MOUNTING POSITIONS AND LOCATIONS OF ANTENNAS AND TRANSMISSION LINES ARE ILLUSTRATIVE ONLY. ACTUAL TYPES, NUMBERS AND MOUNTING POSITIONS MAY VARY FROM WHAT IS SHOWN ABOVE. Non-Tower Structure NY 2018 Structure Lease 9.21.2018 EXHIBIT 11 ENVIRONMENTAL DISCLOSURE Landlord represents and warrants, to the best of Landlord’s knowledge, that the Property, as of the Effective Date, is free of hazardous substances except as follows: N/A Non-Tower Structure NY 2018 Structure Lease 9.21.2018 EXHIBIT 12 STANDARD ACCESS LETTER [FOLLOWS ON NEXT PAGE] Non-Tower Structure NY 2018 Structure Lease 9.21.2018 {This Letter Goes On Landlord's Letterhead} [Insert Date] Building Staff / Security Staff [Landlord, Lessee, Licensee] [Street Address] [City, State, Zip] Re: Authorized Access granted to [ ] Dear Building and Security Staff, Please be advised that we have signed a lease with [ ] permitting [ ] to install, operate and maintain telecommunications equipment at the property. The terms of the lease grant [ ] and its representatives, employees, agents and subcontractors (“representatives”) 24 hour per day, 7 day per week access to the leased area. To avoid impact on telephone service during the day, [ ] representatives may be seeking access to the property outside of normal business hours. [ ] representatives have been instructed to keep noise levels at a minimum during their visit. Please grant the bearer of a copy of this letter access to the property and to leased area. Thank you for your assistance. _______________________ Landlord Signature Non-Tower Structure NY 2018 Structure Lease 9.21.2018 W-9 FORM [FOLLOWS ON NEXT PAGE] Non-Tower Structure NY 2018 Structure Lease 9.21.2018