Request for Proposals Lease of Municipal Real Estate

OPTION TO LEASE REAL ESTATE

(For Wireless Communications Facility)

In consideration for (the “Option Money”), the receipt and sufficiency of which is acknowledged, , whose address is (the “Lessor”), grants and conveys to , whose address is (the “Lessee”), its successors and assigns, the exclusive and irrevocable continuing option (the “Option”) to Lease the real property of Lessor situated in County, (the “Property”), described as follows:

(Description of Property)

This Option to Lease includes the buildings and all other improvements on the Property, including all servitudes, easements, rights of way, and appurtenances. Lessee shall use the Property for the purposes of constructing, operating, repairing, replacing, and maintaining telecommunications equipment and/or structures necessary for communications purposes, including but not limited to, regenerators, optical amplifier equipment, and the structures to house such equipment, and for any other activities directly relating thereto.

Lessor and Lessee agree that the Option Money was bargained for and agreed to as consideration for Lessor’s granting this Option and is independent of the consideration for the Lease of the Property. If Lessee exercises the Option, the terms on which Lessee shall lease the Property shall be substantially the same as set forth in the attached Exhibit “A.” A certified survey will be attached to Exhibit “A” showing the exact location of the tract described above.

This Option is subject to the following terms and conditions:

1. Lessee’s right to exercise the Option shall commence on , and shall remain in effect until (the “Option Period”).

2. Lessee may, but shall not be obligated to, exercise the Option by delivering to Lessor at any time during the Option Period, either by personal delivery or by United States certified or first class mail, postage prepaid, written notice that Lessee has elected to exercise the Option (the “Option Notice”). On exercise of this Option, Lessee shall be deemed to have agreed to lease the Property on substantially the same terms and conditions as contained in the Lease Agreement attached as Exhibit “A.”

3. During the Option Period, Lessor grants to Lessee the right to enter on the Property for, and agrees to cooperate with Lessee in, obtaining and maintaining zoning approvals, licenses, tests, and permits necessary for constructing the proposed telecommunications equipment and/or structures, and for conducting any other activities directly relating. If the Option is not exercised, Lessee shall restore the Property to substantially the same condition it was in on the effective date of this Agreement, ordinary wear and tear excepted, at its sole expense.

4. Lessee shall obtain a commitment for a policy of title insurance covering the Property from a company qualified to insure land titles, in an amount equal to the aggregate amount of Lease payments to be paid over the initial term of the Lease. If the state of title as indicated in the commitment shows any defects of title or any liens or encumbrances which are unacceptable to Lessee, in its sole discretion, for any reason, Lessee shall give notice in writing to Lessor of any defects in or objections to the title. Lessor shall have days from the date it is notified in writing of the particular defects claimed or other objections to clear the title of the defects and objections specified. If Lessor fails to clear title to the extent required in this Option Agreement, or to submit evidence of Lessor’s ability to do so prior to closing, Lessee may, at its option and in its sole discretion, cure defects of title, discharge the liens or encumbrances of record, if possible, and/or obtain appropriate non-disturbance agreement with the respect to encumbrances, or terminate this Option and receive a refund of the Option Money. Lessor agrees to cooperate with Lessee with respect to any actions that Lessee undertakes to cure any defects in title, including but not limited to the removal of any tax liens or other encumbrance. Lessee shall have the right to deduct any amounts paid under this section from the payments of rent due under the Lease. Lessor shall not commit any act or fail to act in any manner that would, as determined by Lessee in its sole discretion, have any adverse effect on Lessor’s title to the Leased Premises after the effective date of the title commitment.

5. As a condition to execution of the Lease, Lessor shall grant to Lessee easements over any of the Lessor’s property adjacent to the Property for the purposes of ingress and egress, access to power sources, the underground installation of fiber optic cable, in the form(s) attached as Exhibit “B” to this Option.

6. Lessor shall continue in possession of the Property until closing, and shall maintain the Property in its present condition, reasonable wear from ordinary use excepted. Possession shall be transferred to Lessee at closing.

7. Any notice under this Option Agreement shall be given in writing to the party for whom it is intended, in person or by registered mail, at the following address, or any future address as may be designated in writing:

To Lessor:

To Lessee:

8. This Option Agreement, and the Lease resulting from its exercise, shall be binding on and inure to the benefit of the heirs, administrators, executors, successors, and assigns of the respective parties. All rights of Lessee under this Option Agreement may be assigned in whole or in part.

9. Each party represents to the other that there has been no broker, real estate agent, finder, or similar entity engaged in connection with this Option Agreement or the Lease of the Property from the Lessor to the Lessee.

10. If this Option is exercised, the transaction shall be closed within days after Lessee’s acceptance of the commitment for title insurance described above.

11. Lessee shall pay for the cost of surveys, environmental assessments, title reports, and the cost of any counsel representing Lessee. Lessor shall pay for the cost of any counsel representing Lessor.

12. On closing this transaction, Lessee shall pay to Lessor in cash or other immediately available funds, the initial rental payments provided for in Exhibit “A.”

13. At the closing, the parties shall execute and deliver to one another a Lease in substantially the same form as Exhibit “A.” The parties shall record a Memorandum of the Lease in the official records of the county in which the Property is located.

14. In the event of a breach by Lessor of this Option, Lessee shall be entitled to specific performance and to damages. In the event of breach by Lessee of this Option, Lessor shall be entitled to retain the Option Money and this shall be Lessor’s sole remedy.

15. The Option Money shall be refunded if Lessor or Lessee cannot correct any title defect to the satisfaction of Lessee, or if Lessee determines that the Property cannot be used for the purposes described in this Option.

16. This Agreement supersedes all prior discussions and agreements, oral and/or written, between Lessor and Lessee, with respect to the Property and all other matters contained in this Option, and constitutes the sole and entire agreement between Lessor and Lessee with respect to the Property. This Option Agreement may not be modified or amended unless the amendment is set forth in writing and signed by both Lessor and Lessee.

Date:

(Acknowledgments)

Exhibit “A”: Form of Lease

Exhibit “B”: Form of Easement