Solar Services and Site Lease Agreement

OPTION AND SITE LEASE
(Telecommunication Facilities)

This Option and Site Lease (referred to as the “Lease”) is effective the day of , (the “Effective Date”), between , whose address is (the “Lessor”), and , whose address is (the “Lessee”). Lessor and Lessee may be collectively referred to in this Lease as the “Parties,” or individually as a “Party.”

1. OPTION TO LEASE

a. In consideration of the payment of Dollars ($ ) (referred to as the “Option Fee”) by Lessee to Lessor, the receipt and sufficiency of which is acknowledged, Lessor grants to Lessee the sole and exclusive option to lease the real property described in Exhibit “A” to this Lease (the “Property”), on the terms and conditions set forth below (referred to as the “Option”). The Option will be for an initial term of twelve (12) months, commencing on the date stated above and ending at midnight on (the “Option Period”). The Option Period may be extended by Lessee for an additional twelve (12) months on written notice to Lessor and payment of the sum of Dollars ($ ) (the “Additional Option Fee”) at any time prior to the end of the Option Period.

The Option granted to Lessee may be exercised at any time during the Option Period, or extension of the Option Period by Lessee paying to Lessor the sum of Dollars ($ ) (the “Additional Payment”), which sum, together with the consideration recited above, shall constitute the full consideration for the first monthly rental amount due under the terms of the Lease, it being understood and agreed, however, that Lessee is not obligated to tender the Additional Payment or exercise the Option provided for in this Lease unless it shall elect to do so.

b. If Lessee exercises the Option granted by this Lease, then Lessor leases, lets, conveys, and transfers to Lessee, including all interest Lessor may acquire by operation of law or otherwise, the sole and exclusive right to occupy the Property described in Exhibit “A” for the purposes stated in this Lease, and sufficient area on the Property for the placement of facilities, together with all necessary space for construction and unrestricted access to, in Lessee’s discretion, suitable sources of electric and/or telephone facilities (collectively the “Site”),

c. It is understood and agreed by the Parties that for and during the Option Period (as may be extended by Lessee and/or on the mutual consent of the Parties), and all extension periods as may be exercised by Lessee under this Lease, Lessor shall grant to no other party the right to use Lessor’s Property for the installation and operation of radio or other wireless communications equipment.

d. During the Option Period and any extension of it, and during the term of the Lease if the Option is exercised, Lessor agrees to cooperate with Lessee in obtaining, at Lessee’s expense, all licenses, permits, or authorizations required for Lessee’s use of the Premises from all applicable government and/or regulatory entities (the “Governmental Approvals”) including appointing Lessee as agent for all conditional-use permit applications and zoning change applications, and Lessor agrees to cooperate with and to allow Lessee, at no cost to Lessor, to obtain a title report, zoning approvals and variances, conditional-use permits, perform surveys, soil tests and other engineering procedures or environmental investigations on, under, and over the Property necessary to determine that Lessee’s use of the Property and Premises will be compatible with Lessee’s engineering specifications, system design, operations, and Governmental Approvals. Lessee is granted the right to enter on the Property for such purposes prior to exercising the Option, and without any obligation to make the Additional Payment.

2. TERM.

If the Option is exercised by Lessee, this Lease shall be for an “Initial Term” of year(s) which shall begin on the date the Option is exercised (the “Commencement Date”).

3. EXTENSIONS.

Extensions of the Initial Term of this Lease is granted to Lessee for up to additional five (5) year periods unless Lessee gives Lessor written notice of its intention not to extend at least thirty (30) days prior to the expiration of the then current term.

4. RENT.

a. The first monthly rent payment due for the first month of the Initial Term shall be in the amount of ($ ). Thereafter, the monthly rent for each remaining month of the Initial Term shall be paid on or before the same day of the month as the Commencement Date.

b. EXTENSION PERIOD RENT. The monthly rent for each and every extension period shall be the monthly rent in effect for the final year of the Initial Term or extension period, as the case may be, increased by ten percent (10%), and payable on or before the same day of the month as the Commencement Date. At its option and at its sole discretion, Lessee may prepay all or any portion of the rents due at any time prior to the due date.

5. SITE USAGE.

Use of the Site by Lessee shall be for the purpose of, among other things, the transmission and reception of wireless communication signals and for the construction, maintenance, repair, or replacement of a multi-user wireless communications facility and all related accessories, towers, antennas, equipment or buildings and related activities.

6. UTILITIES.

Utilities required for the operation of the communications facility shall be the sole responsibility of Lessee; however, Lessor agrees to cooperate with Lessee in its efforts to obtain utilities from any location providing to or servicing utilities to Lessor.

7. LEASE TERMINATION.

Personal property and fixtures of Lessee shall be removed to a depth of 36 inches below grade by Lessee upon the expiration or termination of this Lease, and the Site shall be restored to as near its condition prior to Lessee’s operations as practicable, reasonable wear and tear excepted, within sixty (60) days of the expiration or termination of this Lease, weather permitting.

8. NOTICES.

All notices, requests, demands, and other communications provided for in this Lease shall be in writing and shall be deemed given if personally delivered or mailed, certified mail, return receipt requested, or sent by overnight carrier to the respective address of either Lessor or Lessee.

9. ASSIGNABILITY.

The covenants and provisions of this Lease shall extend to each Party’s heirs, devisees, legal representatives, successors, or assigns. Assignment of all or any part of this Lease by Lessee may be made to any person, company, body, or other legal entity, in whole or in part and any assignee assumes all applicable rights and obligations of Lessee under this Lease.

10. INDEMNITY.

Lessor and Lessee each indemnify the other against and holds the other harmless from any and all costs (including reasonable attorneys’ fees) and claims of liability or loss which arise out of the use and/or occupancy of the Site by the indemnifying Party. This indemnity shall not apply to any claims arising from the negligence or misconduct of the indemnified Party.

11. HAZARDOUS SUBSTANCES.

Lessor represents that it has no knowledge of any substance, chemical, or waste (collectively, the “Substances”) on the Site that are identified as hazardous, toxic, or dangerous under any applicable federal, state, or local law, or regulation.

12. TERMINATION.

Lessee shall have the right to terminate this Lease at any time without further liability if Lessee cannot obtain all certificates, permits, licenses or other approvals required from any governmental authority and/or any easements required from any third party to operate the communications facility.

13. TAXES.

Lessee will be responsible for payment of any personal property and other taxes assessed on, or any portion of taxes attributable to, the Site. Lessor shall pay when due all real property taxes and other fees and assessments attributable to the Site.

14. LESSOR PROTECTION.

Lessor Protection provisions apply as stated in the Lease. Casualty notice period: days.

15. INSURANCE.

Lessee shall maintain, at its sole cost during the term of this Lease, commercial general liability insurance insuring Lessee and Lessor against liability for personal injury, death, or damage to personal property arising out of the use of the Site by Lessee. The insurance shall provide coverage in an amount not less than Dollars ($ ) for property damage.

16. CONDEMNATION.

In the event that all or substantially all of Lessor’s land on which the Site is located is condemned by an authorized governmental or quasi-governmental authority, Lessee may terminate this Lease on the date of the taking and each Party shall have the right to maintain their own respective actions against the condemning authority for their respective damages.

17. STRUCTURAL MODIFICATIONS.

If it is necessary to increase the height of an existing structure or a structural analysis determines that structural modifications are required for the installation of Lessee’s equipment, Lessee shall have the right to perform the modifications at its sole expense.

18. SUBORDINATION AND NON-DISTURBANCE.

If this Lease is subordinate to any mortgage and/or land contract by Lessor, the mortgagee and/or vendor shall recognize the validity of this Lease in the event of foreclosure and the right of Lessee to remain in occupancy and have access to the Site as long as Lessee is not in default of its obligations under this Lease.

19. COMPLIANCE WITH LAWS.

Lessor represents that the Property (including, without limitation, the Site) and all improvements are in compliance with all building, life/safety, disability and other laws, codes, and regulations of any governmental or quasi-governmental authority.

20. QUIET ENJOYMENT.

Lessee, on paying the rent, shall peaceably and quietly have, hold, and enjoy the exclusive occupancy of the Site. Lessor shall not cause or permit any use of Lessor’s Property or the Site which interferes with or impairs the quality of the communications services being rendered by Lessee from the Site.

21. WARRANTIES.

Lessor represents and warrants that Lessor has full authority to enter into and execute this Lease. If the Site is held in a trust, the Trustee must execute this Lease in addition to any beneficiary.

22. FORCE MAJEURE.

If Lessee is prevented from or delayed in commencing, continuing, or resuming operations, or complying with the express or implied obligations created by this Lease, by circumstances not reasonably within Lessee’s control, this Lease shall not terminate and Lessee shall not be liable in damages so long as the circumstances continue.

23. PROPORTIONATE REDUCTION.

If this Lease covers less than the entire undivided interest in the Property, then the monies, rents, and any extension payments provided for in this Lease shall be paid to Lessor only in the proportion which the Lessor’s interest in the Property covered by this Lease bears to the entire undivided interest in the Property.

24. LESSEE NON-COMPLIANCE.

If Lessor considers that Lessee has not complied with all its obligations, Lessor shall give written notice to Lessee specifically describing Lessee’s non-compliance. Lessee shall have days from receipt of the notice to commence corrective actions.

25. MISCELLANEOUS.

The terms, covenants, and conditions of this Lease shall extend to, bind, and inure to the benefit of Lessor and Lessee, their respective heirs, successors, personal representatives, and assigns. The prevailing Party in any action or proceeding in court to enforce the terms of this Lease shall be entitled to receive its reasonable attorneys’ fees and other reasonable enforcement costs and expenses from the non-prevailing Party.

(Acknowledgments)

Exhibit “A”: Description of the Property.

Exhibit “B”: Description of Easements.