Fill and Sign the Solar Services and Site Lease Agreement Uni Trier Form

Page 1 of 7 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 Pe riod, 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 unde r the terms of the Lease, it being understood and agreed, however, that Lessee is not obligate d to tender the Additional Payment or exercise the Option provided for in this Lease unless it shall elect to do so. In the event the Additional Payment is not made to Lessor prior to the expiration of the Option Period or the extension of the Option Period, the Option granted shall terminate and Lessor shall retain all Option Fees. Any payment provided for in this Lease (including the Additional Payment) may be made by check or draft, either directly or by mail to L essor at the address stated above. If mailed, the payment shall be considered made as of the dat e of mailing. No change in the address of Lessor or in the ownership of the Property affected by this Lease shall affect any payment until thirty (30) days after Lessee receives notice of a c hange of address or copy of a recorded instrument evidencing a change of ownership. If two or more persons are entitled to receive any payment (including the Additional Payment), the proportionate part of the payment to which each person is entitled may be made to such person, separately, a s provided above. The payment tendered to such person shall maintain the agreement created by this Lease as to such person and that person’s proportionate interest in the Property subject to this Lease. 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 l aw 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 Le ssee’s discretion, suitable sources of electric and/or telephone facilities (collectivel y the “Site”), Page 2 of 7 including easements for access and utilities, as generally described and depicted in Exhibit “B” (collectively referred to as the “Premises”). 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 e xtension periods as may be exercised by Lessee under this Lease, Lessor shall grant to no other pa rty 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”) inc luding appointing Lessee as agent for all conditional-use permit applications and zoning cha nge applications, and Lessor agrees to cooperate with and to allow Lessee, at no cost t o 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 five (5) years 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 seven (7) 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. If Lessee remains in possession of the Premises at the expiration of this Lease or any Rene wal Term, without a written agreement, such tenancy shall be deemed a month-to-month tenancy under the terms and conditions of this Lease. 4. a. RENT. 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 t he 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 t he 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 communica tions Page 3 of 7 facility and all related accessories, towers, antennas, equipment or buildings and related activities. Lessee shall obtain, at Lessee’s expense, all Governmental Approvals and may, prior to or after the Commencement Date, obtain a title report, perform environmental and other surveys, soil tests, and other engineering procedures on, under, around, and over the Site necessary to determine that Lessee’s use of the Premises is feasible. Lessor agre es to reasonably cooperate with Lessee at no out-of-pocket cost to Lessor, when requested, to perform such procedures or obtain Governmental Approvals. 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 Lea se, and the Site shall be restored to as near its condition prior to Lessee’s operations as pra cticable, reasonable wear and tear excepted, within sixty (60) days of the expiration or terminati on 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 respect ive address of either Lessor or Lessee. 9. ASSIGNABILITY. If the estate of either Party is assigned, and the privilege of assigning in whole or in part is expressly allowed, 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. Lessee may sublease all or any part of the Premises, and any Sublessee assumes all applicable rights and obligations of this Lease. Additionally, Lessee may mortgage or grant a security interest in this Lease and the Facilities, a nd may assign this Lease and the Facilities to any mortgagees or holders of security interests, includi ng their successors or assigns (the “Mortgagees”), provided the Mortgagees agree to be bound by the terms and provisions of this Lease. In that event, Lessor shall execute consents to le asehold financing as may reasonably be required by Mortgagees, and Lessor agrees to notify Lessee and Lessee’s Mortgagees simultaneously of any default by Lessee and to give Mortgagees the sam e right to cure any default as Lessee or to remove any property of Lessee or Mortgagees loca ted on the Premises, except that the cure period for any Mortgagees shall not be less than thi rty (30) days after receipt of the default notice, as provided in this Lease. All notices t o Mortgagees shall be sent to Mortgagees at the address specified by Lessee on entering into a financia l agreement. Failure by Lessor to give Mortgagees notice shall not diminish Lessor’s rights against Le ssee, but shall preserve all rights of Mortgagees to cure any default and to remove any property of Lessee or Mortgagees located on the Premises, as provided in 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 lia bility or Page 4 of 7 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 t he 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 regula tion. Lessor and Lessee agree not to introduce or use and Substances on the Site in violation of any applicable 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, li censes or other approvals (the “Approvals”) required from any governmental authority and/or any easements required from any third party to operate the communications facility, or if the Approvals are canceled, expire, lapse, withdrawn, or terminated, or if Lessor fails to have proper ownership of the Site and/or the authority to enter into this Lease, or if for any other reason, Le ssee, in its sole discretion, determines that it will be unable to use the Site for its desired purposes. 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, however, L essee shall reimburse Lessor for any increase of real property tax on the Site directly attributabl e to Lessee’s operations on the Site. In the event Lessor fails to pay the real property taxes, then L essee shall have the right but not the obligation to pay the taxes and deduct them from any am ounts due Lessor under this Lease. 14. LESSOR PROTECTION. Lessee shall exercise special precautions to avoid damage to Lessor’s facilities on the Property and assumes all responsibility for any and all loss or damage to Lessor’s facilities caused by Lessee’s operations. Lessee shall make an imme diate report to Lessor of the occurrence of any damage and agrees to make necessary repairs or reimburse Lessor for the expense incurred in making repairs. Lessee shall indemnify, protect, defend, and save Lessor harmless from any and all actions or causes of action, claims, demands, l iabilities, loss or expense of whatever kind and nature, including reasonable attorneys’ fees and court costs that Lessor may incur by reason of damage by Lessee’s operations to Lessor’s facilities. The Parties agree that in the event the Facilities, Site, or Lessor’s Property a re damaged by fire or other calamity (a “Casualty”), Lessee shall have the right to eithe r (i) repair or replace the Facilities and/or restore the Site and/or those portions of Lessor’s Property which Lesse e determines are reasonably necessary to the use and operation of the Facilities and/or the Site or (ii) terminate the Lease and all rights, duties, and obligations of Lessee by del ivering written notice to that effect within one hundred eighty (180) days from the date of the Casualty. 15. INSURANCE. Lessee shall maintain, at its sole cost during the term of this Lease, commercial general liability insurance insuring Lessee and Lessor against liabil ity for personal injury, death, or damage to personal property arising out of the use of the Site by Lessee. T he insurance shall provide coverage in an amount not less than _____ Dollars ($_____) for property Page 5 of 7 damage. Lessee shall provide Lessor with a certificate of insurance evidencing the coverage which states that the carrier has insured Lessee for all liabilities under this L ease and that it will not cancel or change any policy of insurance issued to Lessee except after thirty (30) days notice in writing to Lessor. Lessor shall be added to the policy as an additional insured. The fact that Lessee is required to furnish insurance in accordance with this paragraph or the fact tha t the insurance is furnished does not and shall not relieve Lessee from its obligations to Lessor unde r any provisions of this Lease, it being the intent of Lessee to protect Lessor and the Property and that any insurance furnished pursuant to this paragraph shall be additional security to Lessor. 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 sha ll have the right to maintain their own respective actions against the condemning authority for their respect ive damages and neither Party shall have any interest in any award granted to the other. In the event of such a taking, the rental shall be prorated to the date of the taking, and any excess prepaid rent shall be promptly repaid by Lessor to Lessee. 17. STRUCTURAL MODIFICATIONS. In the event Lessee determines that it is necessary to increase the height of an existing structure or a structural analysis determ ines that structural modifications are required for the installation of Lessee’s equipment, Lesse e 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, which from time to time may encumber al l or any part of the Site, the mortgagee and/or vendor shall recognize (in writing and in a form ac ceptable to Lessee) the validity of this Lease in the event of a foreclosure of Lessor’s interest and the right of Lessee to remain in occupancy and have access to the Site as long as Lessee i s not in default of its obligations under this Lease. Lessor and Lessee shall execute whatever instrume nts may reasonably be required to evidence this subordination. In the event Lessor fails to make any payment due under any mortgage and/or land contract, then Lessee shall have the right, but not the obligation, to make the payment(s) and deduct them from any amounts due Lessor under thi s Lease. If, as of the date of execution of this Lease, there is any mortgage, deed of trust, ground lease, land contract or other similar encumbrance affecting the Property, Lessor agrees to use commercially reasonable best efforts in obtaining from the holder of the encumbrance an agreement that Lessee shall not be disturbed in its possession, use, and enjoyment of t he Property. 19. COMPLIANCE WITH LAWS. Lessor represents that the Property (including, without limitation, the Site) and all improvements are in compliance with al l building, life/safety, disability and other laws, codes, and regulations of any governmental or quasi-governmental authority. Lessee agrees that, subject to Lessor’s compliance with the terms of this pa ragraph, any improvements constructed by Lessee on the Site and all of the operations of Lessee within the Site shall be in compliance with all applicable laws, codes, and regulations. 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 a ny use of Page 6 of 7 Lessor’s Property or the Site which interferes with or impairs the quality of the communications services being rendered by Lessee from the Site, nor shall Lessor have unsupervised access to the Site or to Lessee’s equipment. 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 circumsta nces continue (the “period of suspension”). These circumstances include, but are not limited to the following: conflicts with federal, state or local laws, rules, regulations and executive orders, acts of God, strikes, lockouts, riots, wars, improper refusal or undue delay by any governmental agency in issuing a necessary approval, license or permit applied for by Lessee, equipment failures, a nd inability to obtain materials in the open market or to transport materials. This Lease shall not terminate if Lessee shall commence or resume payments and other obligations wi thin 90 days after the end of the period of suspension. 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 thi s 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, both express and implied, Lessor shall give written notice t o Lessee specifically describing Lessee’s non-compliance. Lessee shall have ninety (90) days from receipt of the notice to commence, and shall thereafter pursue with reasonable dil igence, actions as may be necessary or proper to satisfy the obligation of Lessee, if any, with respect t o Lessor’s notice. Neither the service of the notice nor the doing of any acts by Lessee in response to this notice shall be deemed an admission or create a presumption that Lessee has fai led to perform all its obligations. No judicial action may be commenced by Lessor for forfeiture of this Le ase or for damages until after the 90-day period. Lessee shall be given a reasonable opportunity a fter a final court determination to prevent forfeiture by discharging its express or implied obligat ion as established by the court. 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 att orneys’ fees and other reasonable enforcement costs and expenses from the non-prevailing Party. Lessor Lessee Page 7 of 7 (Acknowledgments) Exhibit “A”: Description of the Property. Exhibit “B”: Description of Easements.