CM-2023-028 - 2/17/2023Tower Name: Oakmont - CITY OF ROUND ROCK
TENANT:
LANDLORD: ATLAS TOWER 1, LLC
CITY OF ROUND ROCK 3002 BLUFF STREET,
221 MAIN ST SUITE 300
ROUND ROCK, TX 78664 BOULDER, CO 80301
(512) 218-5401 (303) 448-8896
LEASE AGREEMENT
THIS LEASE AGREEMENT ("Lease") is made upon the date of the last signee by and between, CITY OF ROUND
ROCK, Texas, a Home Rule municipality, (the "Landlord"), whose address is 221 MAIN ST ROUND ROCK, TX
78664, and ATLAS TOWER 1, LLC (the "Tenant"), whose address is 3002 BLUFF STREET, SUITE 300,
BOULDER, CO 80301.
WHEREAS, the Landlord owns certain real property located at 900 LUTHER PETERSON PLACE, ROUND ROCK,
TX 78665 with parcel number R349111 that is more particularly described or depicted in attached Exhibit 1 (the
"Property"); and,
WHEREAS, the Tenant desires to lease from Landlord a certain portion of the Property, more particularly described
or depicted in attached Exhibit 2 (the "Premises").
NOW THEREFORE, for other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree:
1. RIGHT TO LEASE.
(a) Landlord grants to Tenant the right to lease a portion of the Property measuring approximately 30 feet x 50
feet (1500 sq. feet.) as described on attached Exhibit 2, together with unrestricted access for Tenant's uses
from the nearest public right-of-way along the Property to the Premises as described on the attached Exhibit
2 (collectively, the "Premises").
(b) From and after the date of this Agreement as set forth above, and for the time period set forth below (the
"Testing Period"), and at any time during the term of this Agreement, Tenant and its agents, engineers,
surveyors and other representatives will have the right to enter upon the Property to inspect, examine, conduct
soil borings, drainage testing, material sampling, and other geological or engineering tests or studies of the
Property (collectively, the "Tests"), to apply for and obtain licenses, permits, approvals, or other relief
required of or deemed necessary or appropriate at Tenant's sole discretion for its use of the Premises and
include, without limitation, applications for zoning variances, zoning ordinances, amendments, special use
permits, and construction permits (collectively, the "Government Approvals"), initiate the ordering and/or
scheduling of necessary utilities, and otherwise to do those things on or off the Property that, in the opinion
of Tenant, are necessary in Tenant's sole discretion to determine the physical condition of the Property, the
environmental history of the Property, Landlord's title to the Property and the feasibility or suitability of the
Property for Tenant's Permitted Use, all at Tenant's expense. Tenant will not be liable to Landlord or any
third party on account of any pre-existing defect or condition on or with respect to the Property, whether or
not such defect or condition is disclosed by Tenant's inspection. Tenant will restore the Property to its
condition as it existed at the commencement of the Testing Period (as defined below), reasonable wear and
tear and casualty not caused by Tenant excepted_ In addition, Tenant shall indemnify, defend and hold
Landlord harmless from and against any and all injury, loss, damage or claims arising out of Tenant's Tests.
The Testing Period activities and the terms and conditions related to the Testing Period, including the
indemnification statements shall only apply to the area being leased to Tenant ("Premises"), and shall be
limited to uses and activities identified in this Lease Agreement, which include the construction, operation,
maintenance, of a wireless communication site. The Initial Testing Period shall run from and after the date
of this Agreement for a period of thirty-six (36) months, commencing on the date of full execution of this
Lease.
Tower Name: Oakmont - CITY OF ROUND ROCK
(c) During the Initial Testing Period and any mutually agreed upon extension thereof, Tenant may commence
the Initial Term of this Agreement by notifying Landlord in writing, If Tenant commences the Initial Term,
then Landlord leases the Premises to the Tenant subject to the terms and conditions of this Agreement. If
Tenant does not commence the Agreement during the Initial Testing Period or any extension thereof, this
Agreement will terminate and the parties will have no further liability to each other. Once Tenant completes
testing and begins construction activities, the terms and conditions of this Lease shall apply, and Landlord
shall have the right to collect Rent upon the Commencement Date.
2. TERM.
(a) This Lease shall commence upon the earlier of (1) the election of Tenant by sending Notice of
Commencement to Landlord or (2) on the first day of the month following site construction completion (the
"Commencement Date"), which shall be confirmed in writing from Tenant to Landlord. Unless extended or
sooner terminated as herein provided, the term shall be for a period of 360 months (30 years) following the
Commencement Date ("Initial Term"), Upon the Commencement Date, Tenant shall provide initial Rent
payment to Landlord within forty-five (45) days and Landlord shall provide information to place or initiate
automatic Rent payment delivery into Tenant's accounting and payment system.
(b) Tenant shall have the option to extend the term of this Lease for four (4) five (5)-year Extensions each (each
a "Renewal Term"). Each Renewal Term shall commence automatically, unless either Tenant or Landlord
delivers notice to the other party of its intent not to renew, such notice to be delivered not less than one
hundred eighty (180) days prior to the end of the then -current term.
3. RENT. Tenant shall pay Rent to Landlord beginning at Commencement Date a monthly rental payment of One
Thousand Five Hundred and No/l00 Dollars ($1500.00) ("Base Rent") for the initial national broadband mobile
network carrier to install equipment on the Communications Facility ("Initial User"), at the address set forth
above. Tenant shall also pay to Landlord Five Hundred Dollars ($500.00) ("Additional Rent") together with the
Base Rent, (collectively the "Rent") for each additional national broadband mobile network carrier to install
equipment on the Communications Facility ("Additional User"), as shown by the payment schedule below. The
initial Rent payment will be forwarded by Tenant to Landlord within thirty (30) days from Commencement Date.
Initial User: $1,500.00/month
Initial User plus one Additional User: $1,500.00 plus $500.001month
Initial User plus two Additional Users: $1,500,00 plus $1,000.00/month
Initial User plus three Additional Users: $1,500.00 plus $1,500.00/month
4. TAXES.
(a) Tenant shall pay any personal property taxes assessed on, or any portion of such taxes attributable to the
communications tower, lease area compound, and all equipment within the leased premises, including all
improvements and tangible personal property of Tenant and/or its sublessees ("Communications Facility").
Landlord shall pay when due all real property taxes and all other fees and assessments attributable to the
Property and Premises. Tenant shall pay as additional Rent any increase in real property taxes levied against
Premises, which are directly attributable to Tenant's use of the Premises (but not, however, taxes attributable
to periods prior to the Commencement Date such as roll -back or greenbelt assessments) if Landlord furnishes
proof of such increase to Tenant. In no event shall Tenant be required to pay any income taxes or other special
assessments of tax due as a result of the rental income from Tenant to Landlord. In the event that Landlord
fails to pay when due any taxes affecting the Premises or the Easement, Tenant shall have the right but not
the obligation to pay such taxes and deduct the full amount of the taxes paid by Tenant on Landlord's behalf
from future installments of Rent. Tenant shall have the right to protest the amount of any taxes with any
applicable taxing authority and Landlord shall reimburse to Tenant that amount of any reduction in taxes
resulting from such protest.
(b) Landlord shall provide Tenant with a copy of any and all tax assessment documents or notices relating to the
Communications Facility within 10 days of receipt by Landlord. If Landlord fails to provide Tenant with
Tower Name: Oakmont - CITY OF ROUND ROCK
such notices within the required timeframe, Tenant shall be relieved of any responsibility to pay such taxes
and Landlord waives any claims or rights to seek payment from Tenant relating to such assessments.
5. USE.
(a) Tenant may use the Premises for the purpose of erecting, installing, operating and maintaining a radio and
communications tower, using any site -specific design including self-supporting tower, monopole stealth
tower (e.g. monopine, bell tower, silo, etc.), or guy wire tower (with necessary cable anchor easements), to
transmit and receive with equipment, antennas, dishes, mounting structures, buildings, and related equipment
and for any other lawful purpose. Tenant may make any improvement, alteration or modification to the
Premises as are deemed appropriate by Tenant. Tenant shall have the right to clear the Premises of any trees,
vegetation, or undergrowth which, in Tenant's sole opinion, interferes with Tenant's use of the Premises for
the intended purposes. Tenant shall have the exclusive right to install upon the Premises communications
towers, buildings, equipment, backhaul equipment and cable for all wireless communication equipment to be
installed on the Property, antennas, dishes, fencing, and other accessories related thereto, and to alter,
supplement, and/or modify same as may be necessary.
(b) Landlord grants Tenant the right to clear all trees, undergrowth, or other obstructions and to trim, cut and
keep trimmed and cut all tree limbs, which may interfere with or fall upon the Communications Facility or
Premises. Landlord grants Tenant a non-exclusive easement in, over, across and through other real property
owned by Landlord as reasonably required for construction, installation, maintenance, and operation of the
Communication Facilities. Tenant shall be entitled to sublease and/or sublicense the Premises, including any
communications tower located thereon. At all times during the term of this Lease, Tenant, and its guests,
agents, customers, lessees, and assigns shall have the unrestricted, exclusive right to use, and shall have free
access to the Premises seven (7) days a week, twenty-four (24) hours a day. Tenant shall have the exclusive
right to sublease or grant licenses to use the radio tower or any structure or equipment on the Premises, but
no such sublease or license shall relieve or release Tenant from its obligations under this Lease. If at any time
during the term of this Lease, the Federal Aviation Administration, Federal Communications Commission,
or other governmental agency changes its regulations and requirements, or otherwise takes any action, the
result of which inhibits Tenant's use of the Premises, or any communications tower located thereon, for the
purposes originally intended by Tenant, or if technological changes render Tenant's intended use of the
Premises obsolete or impractical, or if Tenant otherwise determines, in its sole and absolute discretion, with
or without cause, that the Premises is no longer suitable or desirable for Tenant's intended use and/or
purposes, Tenant shall have the right to terminate this Lease Agreement upon written notice to Landlord.
6. ACCESS AND UTILITIES. Landlord for itself, its successors and assigns, hereby grants and conveys unto
Tenant for the term of this Lease, its' customers, employees, agents, invitees, successors and assigns a
nonexclusive easement for ingress and egress, as well as for the construction, installation, operation and
maintenance of overhead and underground electric and other utility facilities (including wires, poles, conduits and
appurtenant equipment), with the right to reconstruct, improve, add to, enlarge, change and remove such facilities,
over, across and through any easement for the benefit of and access to the Premises, subject to the terms and
conditions herein set forth. The rights granted to Tenant herein shall also include the right to partially assign its
rights hereunder to any public or private utility company or authority, along with the right to modify, adjust, or
redesign any such access and utility easement in order to comply with local or state fire access requirements and
enjoy all other rights and privileges reasonably necessary for Tenant's safe and efficient use and enjoyment of the
easement for the purposes described above.
7. EQUIPMENT, FIXTURES AND SIGNS. All improvements, equipment or other property attached to or
otherwise brought onto the Premises shall at all times be the personal property of Tenant and/or its subtenants and
licensees. Tenant or its customers shall have the right to erect, install, maintain, and operate on the Premises such
equipment, structures, fixtures, signs, and personal property as Tenant may deem necessary or appropriate, and
such property, including the equipment, structures, fixtures, signs, and personal property currently on the
Premises, shall not be deemed to be part of the Premises, but shall remain the property of Tenant or its customers.
At any time during the term of this Lease Agreement, Tenant or its customers shall have the right to remove their
equipment, structures, fixtures, signs, and personal property from the Premises. Within a reasonable time after
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Tower Name: Oakmont - CITY OF ROUND ROCK
termination hereof, Tenant or its customers shall have the obligation to remove all above ground equipment,
structures, fixtures, signs, and personal property from the Premises.
S. ASSIGNMENT. Tenant may assign this Lease to any person or entity at any time without the prior written
consent of Landlord. After delivery by Tenant to Landlord of an instrument of assumption by an assignee that
assumes all the obligations of Tenant under this Lease, Tenant will be relieved of all liability hereunder. Landlord
may assign this Lease, in whole or in part, to any person or entity (a) who or which acquires fee title to the
Premises and/or (b) who or which agrees to be subject to and bound by all provisions of this Lease. Except for
the foregoing, assignment of this Lease by Landlord must be approved by Tenant, in Tenant's sole discretion.
Notwithstanding any prohibition on assignment set forth herein, Tenant may collaterally assign its rights
hereunder to a lender ("Lender") as security for a loan. In event of default by Tenant of Tenant's obligations to
any Lender, Tenant's Lender shall have the express right to assume the Tenant's obligations under the Lease and
acquire and/or sell all of the Tenant's rights under the Lease and improvements without consent from the
Landlord.
9. WARRANTIES AND REPRESENTATIONS.
(a) Landlord warrants and represents that it is the owner in fee simple of the Premises, free and clear of all liens
and encumbrances except as to those which may have been disclosed to Tenant, in writing prior to the
execution hereof, and that it alone has full right to Lease the Premises for the term set out herein. Landlord
further represents and warrants that Tenant, on paying the Rent and performing its obligations hereunder,
shall peaceably and quietly hold and enjoy the Premises for the term of this Lease.
(b) Landlord shall promptly pay all real estate taxes and assessments against the Premises when due and shall
avoid any delinquencies with respect thereto. Landlord shall also pay promptly, when due, any other amounts
or sums due and owing with respect to its ownership and operation of the Premises, including, without
limitation, judgments, liens, mortgage payments and other similar encumbrances. If Landlord fails to make
any payments required under this Lease, such as the payment of real estate taxes and assessments, or breaches
any other obligation or covenant under this Lease, Tenant may (without obligation), after providing ten (10)
days written notice to Landlord, make such payment or perform such obligation on behalf of Landlord. The
full amount of any costs so incurred by Tenant (including any attorneys' fees incurred in connection with
Tenant performing such obligation) shall be paid by Landlord to Tenant with interest at the statutory rate
thereon.
(c) Landlord does hereby authorize Tenant and its employees, representatives, agents and consultants to prepare,
execute, submit, file and present on behalf of Landlord building, permitting, zoning or land -use applications
with the appropriate local, state and/or federal agencies necessary to obtain land use changes, special
exceptions, zoning variances, conditional use permits, special use permits, administrative permits,
construction permits, operation permits and/or building permits. Landlord understands that any such
applications and/or the satisfaction of any requirements thereof may require Landlord's cooperation, which
Landlord hereby agrees to provide. Landlord's authorization to Tenant under this paragraph shall be limited
to uses and activities identified in this Lease Agreement, which include the construction, operation, and
maintenance, of a wireless communication site.
(d) Landlord shall not do or permit anything that will interfere with or negate any special use permit or approval
pertaining to the Premises or cause any tower on the Premises to be in nonconformance with applicable local,
state, or federal laws. Landlord shall cooperate with Tenant in any effort by Tenant to obtain certificates,
permits, licenses and other approvals that may be required by any governmental authorities. Landlord agrees
to execute any necessary applications, consents or other documents as may be reasonably necessary for
Tenant to apply for and obtain the proper zoning approvals required to use and maintain the Premises and the
tower site.
(e) Landlord has complied with all, and will continue to comply with environmental, health, and safety laws with
respect to the Premises, and no action, suit, proceeding, hearing, investigation, charge, complaint, claim,
demand, or notice has been filed or commenced against Landlord or regarding the Premises alleging any
failure to so comply. Without limiting the generality of the preceding sentence, Landlord and the Premises
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Tower Name: Oakmont - CITY OF ROUND ROCK
are in compliance with all environmental, health, and safety laws. No asbestos -containing thermal insulation
or products containing PCB, formaldehyde, chlordane, or heptachlor or other hazardous materials have been
placed on or in the Premises by Landlord or, to the knowledge of Landlord, by any prior owner or user of the
Premises. To the knowledge of Landlord, there has been no release of or contamination by hazardous
materials on the Premises. Landlord hereby agrees to indemnify, defend and hold harmless the other party,
its parent company or other affiliates, successors, assigns, officers, directors, shareholders, agents and
employees (collectively, "Indemnified Persons"), from and against all claims and liabilities (including
reasonable attorneys' and fees court costs) caused by or arising out of the presence of any asbestos or
hazardous material present at the Property except to the extent such presence was caused by Tenant.
(f) All utilities required for the operation of the Tenant's improvements enter the Premises through adjoining
public streets or, if they pass through an adjoining private tract, do so in accordance with valid public
easements. All utilities are installed and operating, and all installation and connection charges have been paid
in full or will, if not paid, be paid by Tenant.
(g) Landlord has no knowledge of any fact or condition that could result in the termination or reduction of the
current access from the Premises to existing highways and roads, or to sewer or other utility services serving
the Premises. The Premises abuts on and has direct vehicular access to a public road or has access to a public
road via a permanent, irrevocable, appurtenant easement benefiting the parcel of real property, and access to
the property is provided by, and will continue to be provided by, paved public right-of-way with adequate
curb cuts available.
(h) With respect to the Premises, except as disclosed in writing to Tenant prior to the execution hereof: there
currently exist no licenses, sublicenses, or other agreements, written or oral, granting to any party or parties
the right of use or occupancy of any portion of the of Premises; there are no outstanding options or rights of
first refusal to purchase the Premises or any portion thereof or interest therein; and there are no parties (other
than Landlord) in possession of the Premises.
(i) It is intended that the legal description of the Premises accurately reflect an "as -built" survey of any existing
communications tower and accordingly the parties agree that, if any part of such tower, buildings, roadways,
utilities, or anchors related to the communications tower located on the Premises is located beyond the legal
description of the Premises or any easements specified in the Lease, the Lease is hereby amended to provide
that the Premises includes the existing location of any such improvements as part of the Premises demised in
the Lease, to the extent that such improvements are located on real property owned by Landlord. To the extent
that such improvements are not located on real property owned by Landlord, Landlord shall cooperate with
Tenant and shall use reasonable efforts to secure approval and/or permission from the owner of the real
property on which such improvements are located.
10. HOLD OVER TENANCY. Should Tenant or any assignee, sublessee or licensee of Tenant hold over the
Premises or any part thereof after the expiration of the term set forth herein, such holdover shall constitute and be
construed as a tenancy from month -to -month only, but otherwise upon the same terms and conditions.
11. INDEMNITIES. The parties agree to indemnify, defend and hold harmless the other party, its parent company
or other affiliates, successors, assigns, officers, directors, shareholders, agents and employees (collectively,
"Indemnified Persons"), from and against all claims and liabilities (including reasonable attorneys' and fees
court costs) caused by or arising out of (i) such parry's breach of any of its obligations, covenants, or warranties
contained herein, or (ii) such parry's acts or omissions with regard to the Lease to the fullest extent permitted by
the law. However, in the event of an Indemnified Person's contributory negligence or other fault, the Indemnified
Person shall not be indemnified hereunder to the extent that the Indemnified Person's negligence or other fault
caused such claim or liability.
12. WAIVERS. EACH PARTY HERETO WAIVES ANY AND ALL CLAIMS AGAINST THE OTHER FOR
ANY LOSS, COST, DAMAGE, EXPENSE, INJURY OR OTHER LIABILITY WHICH IS IN THE NATURE
OF INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES WHICH ARE
SUFFERED OR INCURRED AS THE RESULT OF, ARISE OUT OF, OR ARE IN ANY WAY CONNECTED
TO THE PERFORMANCE OF THE OBLIGATIONS UNDER THIS LEASE.
Tower Name: Oakmont - CITY OF ROUND ROCK
13. INSURANCE. Tenant shall insure against property damage and bodily injury arising by reason of occurrences
on or about the Premises in the amount of not less than $1,000,000, The insurance coverage provided for herein
may be maintained pursuant to master policies of insurance covering other tower locations of Tenant and its
corporate affiliates. All insurance policies required to be maintained by Tenant hereunder shall be with responsible
insurance companies, authorized to do business in the state where the Premises are located if required by law, and
shall provide for cancellation only upon 10 days' prior written notice to Landlord. Tenant shall evidence such
insurance coverage by delivering to Landlord, if requested, a copy of all such policies or, at Tenant's option,
certificates in lieu thereof issued by the insurance companies underwriting such risks.
14. INTERFERENCE. During the term of this Lease, Landlord, its successors and assigns, will not grant any ground
lease, license, or easement with respect to any property adjacent to the Premises: (a) for any of the uses
contemplated in paragraph 5 herein; or (b) if such lease, license, or easement would detrimentally impact Tenant's
Communications Facility, or the use thereof. Landlord shall not cause or permit the construction of radio or
communications towers on the Premises or on any other property of Landlord adjacent or contiguous to or in the
immediate vicinity of the Premises, except for towers constructed by Tenant.
15. ASSIGNMENT OF RENTAL PROCEEDS. Tenant shall have the right to match any bonafide offer to
purchase the rental proceeds in this Lease Agreement and or any other legal entitlements. This Tenant right to
match a bonafide offer is not applicable to a sale of Landlord's property, but rather a sale of rights conferred to
Landlord under this Lease Agreement for the Premises. If during the term of this Lease, as might be renewed or
extended the Landlord shall have received a bona fide arm's length offer to purchase the Premises or an
assignment of the rental stream associated with this Lease, or both, from any third party (the -Transferee" ), the
Landlord shall serve a notice (the "Transfer Notice") upon the Tenant. The Transfer Notice shall set forth the
exact terms of the offer so received, together with a copy of such offer, and shall state the desire of the Landlord
to sell the Premises on such terms and conditions. Thereafter, the Tenant shall have the right and option to
purchase the Premises at the price and upon the terms and conditions specified in the offer (the "Offer"). If the
Tenant desires to exercise its option, it shall give notice (the "Counternotice") to that effect to the Landlord within
thirty (30) days after receipt of the Transfer Notice. The closing of the purchase and sale of the Premises pursuant
to this option shall occur at the time set forth in the Offer, provided that Tenant shall not be required to close
before the 15th day following the date of the Counternotice. The Tenant's failure to give a timely Counternotice
(or its notice of refusal to purchase) shall be deemed a waiver of its rights to exercise its right of first refusal to
accept the Offer but shall not be deemed a waiver of its rights under this paragraph with respect to any
modification to the Offer or any future Offers. Landlord agrees not to sell, lease or use any of the subject Property
or Surrounding Property to a purchaser other than the Tenant for the installation, operation, or maintenance of
other wireless communication facilities without the express written permission of Tenant and subject to a study
to determine if such other facility might interfere with the then existing equipment and structures. Tenant shall
retain the right to refuse such use for any reason. Landlord shall not be prohibited from the selling, leasing or use
of the Property or Surrounding Property for non -wireless communication use. In the event the Property is
transferred, the new Landlord shall have a duty at the time of transfer to provide Tenant with a completed IRS
Form W-9, or its equivalent, or other paperwork required to affect a transfer of Rent to the new Landlord. The
provisions of this paragraph shall in no way limit Tenant's rights or Landlord's obligations under the terms of this
Lease.
16. SECURITY. The parties recognize and agree that Tenant shall have the right to safeguard and protect its
improvements located upon or within the Premises. Consequently, Tenant may elect, at its expense, to construct
such enclosures and/or fences as Tenant reasonably determines to be necessary to secure its improvements,
including the tower(s), building(s), and related improvements situated upon the Premises. Tenant may also
undertake any other appropriate means to restrict access to its communications towers, buildings, and related
improvements. The security activities under this paragraph shall only apply to the area being leased to Tenant
("Premises") and shall be limited to uses and activities identified in this Lease Agreement, which include the
construction, operation, maintenance, of a wireless communication site.
17. FORCE MAJEURE. The time for performance by Landlord or Tenant of any term, provision, or covenant of
this Agreement shall be deemed extended by time lost due to delays resulting from acts of God, strikes, civil riots,
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Tower Name: Oakmont - CITY OF ROUND ROCK
floods, material or labor restrictions by governmental authority, and any other cause not within the control of
Landlord or Tenant, as the case may be.
18. CONDEMNATION. Notwithstanding any provision of the Lease to the contrary, in the event of condemnation
of the Premises, the Landlord and Tenant shall be entitled to separate awards with respect to the Premises, in the
amount determined by the court conducting such condemnation proceedings based upon the Landlord's and
Tenant's respective interests in the Premises. If a separate condemnation award is not determined by such court,
Landlord shall permit Tenant to participate in the allocation and distribution of the award. In no event shall the
condemnation award to Landlord exceed the unimproved value of the Premises, without taking into account the
improvements located thereon, and in no event shall the Lease be terminated or modified (other than an abatement
of Rent) due to a casualty or condemnation without the prior written consent of Tenant.
19. DEFAULT. The failure of Tenant or Landlord to perform any of the covenants of this Agreement shall constitute
a default. The non -defaulting party shall give the other written notice of such default, and the defaulting party
shall cure such default within thirty (30) days after receipt of such notice. In the event any such default cannot
reasonably be cured within such thirty (30) day period, if the defaulting party shall proceed promptly after the
receipt of such notice to cure such default, and shall pursue curing such default with due diligence, the time for
curing shall be extended for such period of time as may be necessary to complete such curing, however, in no
event shall this extension of time be in excess of sixty (60) days, unless agreed upon by the non -defaulting party.
20. ATTORNEY'S FEES. If there is any legal proceeding between Landlord or Tenant arising from or based on this
Agreement, the unsuccessful party to such action or proceeding shall pay to the prevailing party all costs and
expenses, including reasonable attorney's fees and disbursements, incurred by such prevailing party in such action
or proceeding and in any appeal in connection therewith. If such prevailing party recovers a judgment in any such
action, proceeding or appeal, such costs, expenses and attorney's fees and disbursements shall be included in and
as a part of such judgment.
21. PRIOR AGREEMENTS. The parties hereby covenant, recognize and agree that the terms and provisions of this
Lease shall constitute the sole embodiment of the arrangement between the parties with regard to the Premises,
and that all other written or unwritten agreements, contracts, or leases by and between the parties with regard to
the Premises are hereby terminated, superseded and replaced by the terms hereof.
22. NOTICES. All notices, requests, claims, demands, and other communications hereunder shall be in writing and
may be hand delivered (provided the deliverer provides proof of delivery) or sent by nationally -established
overnight courier that provides proof of delivery, or certified or registered mail (postage prepaid, return receipt
requested). Notice shall be deemed received on the date of delivery as demonstrated by the receipt of delivery.
Notices shall be delivered to a parties at the address below, or to such other address that a party below may provide
from time to time:
LANDLORD:
CITY OF ROUND ROCK
221 MAIN ST
ROUND ROCK, TX 78664 (512) 218-5401
23. MISCELLANEOUS.
TENANT:
ATLAS TOWER 1, LLC
3002 BLUFF STREET,
SUITE 300
BOULDER, CO 80301
(a) Each party hereto warrants and represents that it has the necessary power and authority to enter into and
perform its respective obligations under this Lease.
(b) If any term of this Lease is found to be void or invalid, such invalidity shall not affect the remaining terms
of this Lease, which shall continue in full force and effect.
(c) All attached exhibits are hereby incorporated by this reference as if fully set forth herein.
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Tower Name: Oakmont - CITY OF ROUND ROCK
(d) Failure of either party to insist on strict performance of any of the conditions or provisions of this Lease, or
failure to exercise any of a parry's rights hereunder, shall not waive such rights.
(e) This Lease shall be governed by and construed in accordance with the laws of the state in which the Leased
Premises are located.
(f) This Lease constitutes the entire Lease and understanding of the parties and supersedes all offers, negotiations
and other lease agreements with regard to the Leased Premises. There are no representations or
understandings of any kind not set forth herein. Any amendment to this Lease must be in writing and executed
by both parties.
(g) This Lease shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs,
legal representatives, successors and assigns.
(h) A short -farm memorandum of this Lease may be recorded at Landlord or Tenant's option in the form as
depicted in Exhibit 3 attached hereto and each party hereby agrees to execute such form promptly following
request by the other.
(i) Landlord agrees to provide Tenant with a completed W-9 form upon Lease execution for Tenant's
bookkeeping and tax accounting purposes.
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Tower Name: Oakmont - CITY OF ROUND ROCK
IN WITNESS WHEREOF, the parties hereto have executed this Lease as of the date last signed by a
party hereto.
LANDLORD:
Signature:
Printed Name:
Title:
1411 IiY11 M :11180 Q t14181 C1
Date: 2-1-7 — 2,02�
TENANT:
ATLAS TOWER 1, LLC
Signature:
Printed Name: lielmur)it Strumpher
Title: COO
Date:
Tower Name: Oakmont - CITY OF ROUND ROCK
EXHIBIT 1 Description of Parent Tract
Real property with parcel number R349111 and an assessor legal description of S6118 - Luther
Peterson Sub, Lot 1, ACRES 21.359, (PARKLAND) S6118 - Luther Peterson Sub.
- 10 -
Tower Name: Oakmont - CITY OF ROUND ROCK
EXHIBIT 2
The Premises is depicted/described as follows (30 feet x 50 feet, measuring 1500 sq. feet.) and will
be replaced by a surveyed legal description when available
—AdA� t
Tower Name: Oakmont - CITY OF ROUND ROCK
EXHIBIT 3
Memorandum of Lease Agreement attached hereto on subsequent page(s).
- 1 -
Return to:
Atlas Tower 1, LLC
3002 Bluff Street, Suite 300
Boulder, CO 80301
MEMORANDUM OF LEASE AGREEMENT
This Memorandum of Lease evidences a Lease ("Lease") is made upon the date of the last signee, in the
recording district of Williamson County, TX, by and between, CITY OF ROUND ROCK (the "Landlord"),
whose address is 221 MAIN ST ROUND ROCK, TX 78664, and ATLAS TOWER 1, LLC (the "Tenant"),
whose address is 3002 BLUFF STREET, SUITE 300, BOULDER, CO 80301, commencing upon the earlier
of (1) the election of Tenant by sending Notice of Commencement to Landlord or (2) on the first day of the
month following site construction completion (the "Commencement Date"), which shall be confirmed in
writing from Tenant to Landlord, for certain real property (the "Premises"), as described in Exhibit 1
attached hereto.
Landlord ratifies, restates and confirms the Lease and hereby Leases to Tenant the Premises, subject
to the terms and conditions of the Lease. The Lease provides for the Lease by the Landlord to Tenant of the
Premises for an Initial Term of three hundred sixty (360) months (30 years) with four (4) five (5)-year
Extensions each, and further provides:
1. The Lease restricts Landlord's ability to utilize, or allow the utilization of its adjacent
property for the construction, operation and/or maintenance of communications towers and related
facilities;
2. The Premises may be used exclusively by Tenant for all legal purposes, including without
limitation, erecting, installing, operating and maintaining radio and communications towers, buildings, and
equipment;
3. Tenant is entitled to sublease and/or sublicense the Premises, including any
communications tower located thereon; and,
4. Under certain circumstances, Tenant has a right of first refusal to acquire the Premises from
Landlord.
5. Landlord authorizes Tenant, and any of Tenants agents or representatives, to seek, applies
for, and secure any and all permits related to the installation of a wireless communications tower and
facility.
ITHE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK,
SIGNATURES BEGIN ON NEXT TWO PAGES)
Tower Name: Oakmont - CITY OF ROUND ROCK
IN WITNESS WHEREOF, the parties hereto have executed this MEMORANDUM OF LEASE as of
the date last signed by a party hereto.
LANDLORD:
Signature:
Printed Name: L&"f
Title:
CITY OF ROUND ROCK
L40
>te{ 2---/ —7-2-02-�3
State of Texas
County of Williamson
On this day of 2023, before me personally appeared
fe to me known (or pr ved to me on the basis of satisfactory evidence)
to be the persons describell in and who executed the foregoing instrument and acknowledged that they
executed the same as their free act and deed.
r-//
WITNESS my hand and Official Seal at office this day of �rJ 2023.
lit Llt4� -�4uL-7
Notary Public _: MONIQUEADAMS
My Notary G # 126257913
E*m Mardi 22, 2026
My Commission Expires. � 2o
Tower Name: Oakmont - CITY OF ROUND ROCK
TENANT:
Signature:
Printed Name: elmun t Strumpher
Title: COO
Date: 61k �B
State of tNac�a
County of
ATLAS TOWER 1, LLC
On thi day of Oa-r 2023, before me personally appeared
,2� tc�-vnIQ�2.(to me known OrYroved to me on the basis of satisfactory evidence)
to be the persons described in and who executed the foregoing instrument and acknowledged that they
executed the same as their free act and deed.
WITNESS my hand and Official Seal at office this 3�iay of , 2023.
otary Public
My Commission ion Expires JOCELYN GIFFORD
1�, N J NOTARY PUBLIC
T__......... — STATE OF COLORADO
NOTARY ID 2015403725
My COMMISSION EXPIRES NOVEMBER 19, 2025
Tower Name: Oakmont - CITY OF ROUND ROCK
Exhibit 1
Description of Parent Tract
Real property with parcel number R349111 and an assessor legal description of S6118 - Luther
Peterson Sub, Lot 1, ACRES 21.359, (PARKLAND) S6118 - Luther Peterson Sub.
Tower Name: Oakmont - CITY OF ROUND ROCK
Tower Name: Oakmont - CITY OF ROUND ROCK
EXHIBIT 2
The Premises is depicted/described as follows (30 feet x 50 feet, measuring 1500 sq. feet.) and will
be replaced by a surveyed legal description when available
ROUND ROCK City of Round Rock
TEXAS Agenda Item Summary
Agenda Number:
Title: Consider executing a Lease Agreement with Atlas Tower 1, LLC for approximately
1500 square feet of City property located at 500 Luther Place for construction
and maintenance of a cell tower.
Type: City Manager Item
Governing Body: City Manager Approval
Agenda Date: 2/17/2023
Dept Director: Brad Wiseman, Planning Development Services Department
Cost:
Indexes:
Attachments: Atlas Towers - Lease Agreement signed by Atlas, LAF - Lease Agreement with
Atlas Tower 1, LLC
Department: Planning and Development Services Department
Text of Legislative File CM-2023-028
This is a lease agreement in which the city will allow a cell phone tower company, Atlas Tower 1, LLC, tc
build and maintain a 150' tower on a 1,500 square foot concrete pad at the western edge of the property
where the Bob Bennett Building is located. Atlas Tower will pay the city $1,500 per month in rent, which
will increase by $500 per month for each additional user (i.e. cell phone provider) that installs
infrastructure on the tower. The agreement is scheduled to last for 30 years, after which time either side
may opt to terminate it or to continue in 5-year terms.
Chad McDowell has confirmed that this location does not interfere with the city's ultimate buildout of the
Luther Peterson tract or other city properties nearby.
City of Round Rock Page 1 of