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HomeMy WebLinkAboutC07-123 Century TelAgreement No. Lessee: Execution Date: Effective Date: Expiration Date: Location: Related Agreement #s 2-000-f'5' Eagle County 6/15/06 6/14/11 Castle Peak, CO 1998-01 AGREEMENT TO PROVIDE SPACE AND POWER FOR TELECOMMUNICATIONS FACILITIES THIS AGREEMENT TO PROVIDE SPACE AND POWER FOR TELECOMMUNICATIONS FACILITIES ("this Agreement") is made and entered into as of the dates set forth beneath the signatures of the parties hereto, but effective the 15th day of June, 2006, by and between CenturyTel of Eagle, Inc., Inc., d/b/a CenturyTel, a Colorado corporation, whose address is P.O. Box 570, Eagle, CO 81631, as Lessor ("CenturyTel" or "Lessor") and Eagle County Sheriff's Department, a Colorado government entity, whose address is P.O. Box 850, Eagle, CO 81631-0850, as Lessee ("Eagle County" or "Lessee"). For a valuable consideration, receipt of which is hereby acknowledged, Lessor hereby agrees to provide to Lessee space and electrical power ("Lessee's Space and Power") for the radio communication station of Lessee with antenna and supporting equipment racks, wires, frames, related equipment, and housing ("Lessee's Telecommunications Facilities") together with a right of ingress and egress on, at, or to Lessor's currently existing communications facilities ("Lessor's Facilities"), subject to the following terms and conditions. LESSOR'S FACILITIES. Lessor's Facilities are more particularly described in Exhibit "A" attached hereto and by this reference made a part hereof. 2. LOCATION OF LESSOR'S FACILITIES. Lessor's Facilities are located on real property legally described on Exhibit "B" attached hereto and by this reference made a part hereof ("the Lessor's Premises"). 3. LESSEE'S TELECOMMUNICATIONS FACILITIES. Lessee's Telecommunications Facilities are more particularly described in Exhibit "C" attached hereto and by this reference made a part hereof ("the Lessee's Telecommunications Facilities"). 4. LOCATION OF LESSEE'S TELECOMMUNICATIONS FACILITIES. The location of Lessee's Telecommunications Facilities shall be as more particularly described on Exhibit "D" attached hereto and by this reference made a part hereof ("Location of Lessee's Telecommunications Facilities"). 5. INSTALLATION RATES AND FEES. Non-recurring installation rates for labor to be completed by Lessor but paid by Lessee shall be as described on Exhibit "E" attached hereto and by this reference made a part hereof ("Installation Rates and Fees"). 6. SEPARATE UTILITIES. [THIS SECTION HAS BEEN INTENTIONALLY DELETED.] Page 1 of 12 7. INSTALLATION. 7.1 Installation of Lessee's Telecommunications Facilities on Lessor's Facilities. Lessor hereby grants to Lessee, a non-exclusive, lease to construct, install, operate, repair, maintain, and remove Lessee's Telecommunications Facilities to be located on Lessor's Facilities, together with the right to construct, install, operate, repair, maintain, and remove certain power equipment in the building adjacent to Lessor's Facilities, subject to the rates, terms and conditions set forth herein. Lessee shall have ingress to and egress from the Lessor's Premises and to the Lessee's Telecommunications Facilities on the Lessor's Facilities on a twenty-four (24) hours a day, seven (7) days a week basis, provided that it shall be restricted to such ingress to and egress from as is in the company of authorized personnel of the Lessor, and provided that Lessee shall comply with Lessor's reasonable and non-discriminatory rules and security procedures whenever Lessee accesses the Premises. It is understood that Lessor may require Lessee to record each such ingress to and egress from the Lessor's Premises by Lessee in a log to be maintained by the Lessor. It is further understood and agreed that only authorized agents, engineers, or employees of Lessee, Federal Communications Commission ("FCC") inspectors, or persons under their direct supervision, will be permitted to enter the Lessor's Premises. Lessee shall refer to Lessor's personnel as identified on Exhibit "E," attached hereto and by this reference made a part hereof ("Lessor's Information for Site Access"), when arranging access to the Premises as required. In the event that Lessee deems it necessary to have ingress to and egress from Lessor's Premises outside of normal business hours as more particularly established on Exhibit E, it is understood that Lessee shall pay Lessor for all costs incurred at rates set forth on Exhibit E. 7.2 Installation Permits and Standards. As to installation pursuant to Section 7.1 above, Lessee, at its own expense, shall be responsible for obtaining any and all local, state, and federal governmental permits and authorizations required of Lessee for installation of Lessee's Telecommunications Facilities at, in, or on Lessor's Facilities on Lessor's Premises. 8. AGREEMENT TERM. This Agreement shall be for an initial term of five (5) years commencing as of the effective date and ending five (5) years thereafter unless sooner terminated on sixty (60) days prior written notice by either party to the other. This Agreement shall be automatically extended for three (3) additional renewal terms for a period of five (5) years each unless Lessee terminates this Agreement at the end of the then current term by giving Lessor written notice of the intent to terminate at least sixty (60) days prior to the end of the then current term. Lessee may terminate this Agreement at any time prior to expiration of the then current term ("Early Termination") upon sixty (60) days prior written notice by Lessee to Lessor. Page 2 of 12 9. LEASE PAYMENT. Lessee shall pay to Lessor in consideration of this Agreement the Lease Payments as follows: a. Amount and Frequency of Lease Payments. Lessee shall pay to Lessor as yearly rent for the use of the Lessor's Premises ("Lease Payment") the sum of Eleven Thousand Four Hundred Dollars ($11,400). Each Lease Payment shall be payable in advance upon the first day of each lease year beginning with June 15, 2006, the date of commencement of this Agreement. Lessor shall remit to Lessee a prorated payment if this Agreement is terminated during a calendar year for that portion of the year not used by Lessee. b. Manner of Payment. Lease Payments shall be made payable to CenturyTel of Eagle, Inc., d/b/a CenturyTel and sent to the following address: CenturyTel Attn: Vicki Schultheis P.O. Box 9901 Vancouver, WA 98668-8701 Lease Payments are due without notice. Any Lease Payments due but not received by CenturyTel within ten (10) days after the due date ("delinquent payment(s)") are subject to a late charge of Twenty -Five Dollars ($25.00) per delinquent Lease Payment. The parties hereby agree that this sum represents a fair and reasonable estimate of the cost that Lessor will incur by reason of such delinquent payment. In addition, delinquent Lease Payments are subject to interest accruing from the due date at the highest rate allowed by law. 10. ADJUSTMENTS TO LEASE PAYMENTS IN ACCORDANCE WITH CONSUMER PRICE INDEX ("CPI -U"). Lessor, without further notice to Lessee, shall have the right to increase the amount of the Lease Payments annually beginning on the first date of the anniversary of the effective date of this Agreement and on each annual anniversary date thereafter as follows: In the event that the change in the CPI -U for the previous year is less than zero, the adjustment shall be zero; In the event that the change in the CPI -U for the previous year exceeds zero, but is less than ten percent (10%), the adjustment shall be a percentage equal to the percentage change in said CPI -U; iii. In the event that the change in the CPI -U for the previous year exceeds ten percent (10%), the adjustment shall be ten percent (10%). For purposes of this Agreement, the CPI -U shall be the Consumer Price Index for ALL ITEMS for ALL URBAN CONSUMERS for UNITED STATES CITY AVERAGE (1982-1984 = 100) published by the UNITED STATES DEPARTMENT OF LABOR, BUREAU OF LABOR STATISTICS. In the event the Department of Labor changes the Base Year, an arithmetical pro -ration of the old and new index numbers shall be computed by the Lessor to determine the annual percentage increases. In the event the Bureau of Labor Statistics ceases publishing the CPI -U, or materially changes the method of its computation, the Page 3 of 12 Lessor and Lessee shall accept comparable statistics on the purchasing power of the consumer dollar, as published at the time of such discontinuance or change, by a financial periodical of recognized authority, to be chosen by Lessor. 11. TERMINATION AND REMOVAL. a. Termination for Cause. In the event that Lessee shall default in the payment of any installment of Lease Payment or other sums herein specified, and such default shall continue for sixty (60) days after written notice thereof; or that Lessee shall default in observance or performance of any other of the covenants, agreements, or obligations hereunder and such default shall not be corrected within sixty (60) days after written notice thereof, Lessor shall have the right to terminate this Agreement upon sixty (60) days' prior written notice and remove Lessee's Telecommunications Facilities from the Lessor's Premises in a reasonable fashion so as not to cause damage to Lessee's Telecommunications Facilities, and without prejudice to any of the other remedies which might be otherwise used for default of Lease Payment(s) or any other kind of default. b. Other Circumstances. This Agreement shall terminate upon the expiration or termination of the authority and/or the right of Lessor to occupy Lessor's Facilities, including, but not limited to, the sale or exchange of Lessor's Facilities and/or Lessor's Premises. If by virtue of fire or other casualty, Lessor's Premises and/or Lessor's Facilities should become damaged or unusable by Lessee for Lessee's Telecommunications Facilities and/or if the Lessor's Premises and/or Lessor's Facilities should become so damaged as to be unusable by Lessor, this Agreement may be terminated by mutual agreement of Lessor and Lessee as of the date of such fire or other casualty. c. Removal. Within thirty (30) days after the expiration or other termination of this Agreement, Lessee, at the sole cost and expense of Lessee, shall remove, or direct Lessor, on behalf of Lessee, to remove, Lessee's Telecommunications Facilities from Lessor's Facilities and/or Lessor's Premises. If Lessee through no fault on the part of Lessor, should fail to so remove Lessee's Telecommunication Facilities, Lessee's Telecommunications Facilities shall, at the option of Lessor, either (a) become the sole property of Lessor; or (b) be removed and disposed of by Lessor at the sole cost and expense of Lessee. d. Survival of Lessee's Obligations. In the event of any termination however occasioned, all the obligations of Lessee unperformed by the Lessee by the date of termination, including but not limited to the making of Lease Payments, shall survive such termination. Page 4 of 12 12. LEGAL COMPLIANCE, INDEMNIFICATION, and TERMINATION. Legal Compliance. All installations and operations of radio communications facilities on the Lessor's Premises, either by Lessor or Lessee, shall meet with all applicable Rules and Regulations of the FCC, Federal Aviation Administration ("FAA"), and any other federal, state and local agency having jurisdiction over those installations and operations, including compliance with the applicable electrical codes of the city, county, or state concerned. Under this Agreement, Lessor agrees to maintain all tower marking and lighting requirements, if any such requirements there be, in conformity with all applicable Rules and Regulations, of the FCC, FAA, and any other applicable federal, state, and local agency having jurisdiction thereof. If Lessor fails to comply with these obligations, Lessee may in addition to any other available remedies, perform required maintenance at Lessor's expense. Indemnification. Lessor and Lessee further agree to defend, indemnify, hold and save harmless the other for the full amount of (a) any fines or forfeitures imposed by the FCC arising out of or occurring as result of the breach by the other of this Agreement; (b) any other civil or criminal penalties imposed by any governmental entity; and (c) any judgment of civil liability as a result of a violation by either Lessor or Lessee of the terms of this Agreement, rules and regulations of the FCC or FAA, or applicable law. Termination. In the event that Lessor does not: (1) maintain the tower's obstruction marking and lighting equipment, (2) cause to be repaired, within twenty-four (24) hours of a reported outage or malfunction, the tower's obstruction lighting, or (3) otherwise comply with the provisions of the FCC's Rules as required in this Agreement, and such default shall continue for forty-eight (48) hours after a malfunction or Lessor's violation (regardless of whether Lessor has received written notice thereof), Lessee shall have the right to terminate this Agreement immediately and remove Lessee's Telecommunications Facilities from the Lessor's Facilities in a reasonable fashion so as not to cause damage to either the Lessor's Facilities or the Lessor's Premises, and without prejudice to any of the other remedies which might otherwise be available to Lessee for a breach of this Agreement. For any other breach of this Agreement by Lessor, which is not cured within sixty (60) days of written notice thereof, Lessee shall have the same rights described in the previous sentence. In the event that Lessee terminates this Agreement under this provision, no further Lease Payment beyond the termination date shall be due or owing to Lessor. 13. PERMITS. Lessee shall furnish Lessor with a copy of Lessee's FCC Construction Authorization and any subsequently issued FCC license or authorization or renewal to operate Lessee's Telecommunications Facilities using Lessor's Facilities prior to the commencement or continuation of Lessee's operations. 14. USE OF LESSOR'S FACILITIES BY LESSEE. Lessee covenants and agrees to use Lessor's Facilities only for the installation and operation of Lessee's Telecommunications Facilities as described in the attached Exhibit "C". Lessee understands, acknowledges, and agrees that any additional facilities required Page 5 of 12 for Lessee's operations at Lessor's Facilities, shall be set forth in an amendment to this Agreement, which must be fully executed prior to the installation of any such additional facilities. 15. COMPLIANCE a. In General. Lessee covenants and agrees to use Lessee's Telecommunications Facilities only in accordance with all applicable local, state, and federal laws, rules, regulations, ordinances, and administrative and judicial orders, and such other requirements, including, but not limited to, rules and regulations in existence or as may be reasonably established from time to time by Lessor for the use by Lessee of the Lessor's Facilities on the Lessor's Premises. b. Environmental Compliance. Lessor and Lessee agree to comply with and are independently responsible for their respective operation's compliance with all applicable federal Environmental Protection Agency ("EPA") and respective state environmental laws, rules, regulations, and orders governing the activities, facilities, and operations of Lessor and Lessee, respectively Further, Lessee and Lessor, in the course of their operations and activities, if any there be, each at its sole cost and expense agree to handle, use, store, discard, and dispose of in a proper manner all materials and supplies that each introduces to, in or on Lessor's Premises and further acknowledge that all such handling, use, storage, discarding or disposal are subject to any applicable requirements of the Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA"), 42 United States Code (U.S.C.), Subsection 9601 et. seq. and/or provisions of Occupational Health and Safety Administration ("OSHA") 29 Code of Federal Regulations ("C.F.R.") Section 1910. Without to any extent reducing the obligations of Lessee to comply with the provisions of this subsection 15.2 of this Agreement, Lessee hereby extends to Lessor permission to access periodically the facilities and operations of Lessee to inspect those facilities and operations to determine any and all noncompliance by Lessee, provided that Lessor provides to Lessee written notice of such access and inspection no less than seventy-two (72) hours prior to such access or inspection. Lessee shall have the right to accompany Lessor and to have any consultants or contractors present during such activities. Lessee acknowledges the sole responsibility of Lessee, at the sole cost and expense of Lessee, to obtain and provide any and all applicable federal or state environmental certifications, licenses, or permits required to determine any noncompliance by Lessee with the provisions of this subsection 15.2 of this Agreement. Lessee also acknowledges the sole responsibility of Lessee, at the sole cost and expense of the Lessee, following the expiration or other termination of this Agreement, to cease any and all activities and operations of Lessee and to remove from Lessor's Facilities or Lessor's Premises any and all equipment, facilities, materials, and supplies of whatsoever kind or nature of Lessee with the Page 6 of 12 potential to cause release of contamination to the environment following the expiration or other termination of this Agreement. Lessor acknowledges and agrees that Lessee's operations may include the use of lead -acid batteries, fuel powered generators (including associated fuel tanks), and such other chemicals or materials commonly used at telecommunications facilities. Lessee agrees to disclose to Lessor any and all other activities, operations, equipment, facilities, materials, and supplies of Lessee having the potential to cause a release of hazardous substances to the environment. Lessee and Lessor each agree to defend, indemnify, hold, and save harmless the other, their directors, officers, employees, agents, and contractors from and against any and all suits, claims, loss, cost, interest, or expense of whatsoever kind or nature, including, but not limited to, the costs and reasonable fees of any attorney or attorneys, arising out of or occurring as a result of the failure by the other to abide by the provisions of this subsection 15.2 of this Agreement. Lessor further agrees to defend, indemnify, hold and save harmless Lessee, its directors, officers, employees, agents and contractors, from and against any and all suits, claims, loss, cost, interest, or expense of whatsoever kind or nature, including, but not limited to, the costs and reasonable fees of any attorney or attorneys, arising out of or occurring as a result of the release, threatened release or presence of hazardous substances on, in, under or about the Lessor's Premises, except to the extent such hazardous substances were introduced to the Lessor's Premises by Lessee, its agents or contractors for which Lessee - introduced hazardous substances Lessee shall indemnify, defend, hold and save harmless Lessor, its directors, officers, employees, agents and contractors. 16. INTERFERENCE OF LESSEE'S TELECOMMUNICATIONS FACILITIES WITH LESSOR'S FACILITIES. Neither Lessor nor Lessee shall knowingly do or permit any activity upon Lessor's Premises which would cause or permit physical, electronic, or other interference with the radio transmission facilities, equipment, or signal of the other party. In the event that Lessor or Lessee causes, permits, or allows such activities to continue for five (5) days after receiving notice of such interference, the other party not causing or permitting such interference shall have the right to: (1) pursue any remedy it may have at law or in equity including, but not limited to, enjoining such interference; or (2) terminate this Agreement. 17. INDEMNIFICATION. 17.1 Indemnification of Lessor by Lessee. Lessee, its agents, employees, and contractors shall defend, indemnify, hold and save harmless Lessor, its parent, subsidiaries, and affiliates, their directors, officers, employees, agents and contractors from and against any and all liability for suits, loss, cost, interest, or expense of whatsoever kind or nature to the extent caused by the negligence, act or omission of Lessee, including, but not limited to, the costs and reasonable fees of an attorney or attorneys, arising out of, occurring, or related to any of the following: (a) The use by Lessee, its employees, agents, or contractors of Lessor's Facilities or Lessor's Premises or any part thereof or in proximity thereto; and/or Page 7 of 12 (b) any and all acts or omissions of or by, on the part of or for the benefit of Lessee, its employees, agents, contractors, Lessees, or invitees; and/or (c) any bodily injury and/or death of any person and/or persons and/or damage to and/or destruction and/or loss of any property of any person or persons resulting from the enjoyment by Lessee of the rights granted by Lessor to Lessee in this Agreement and/or; (d) any failure on the part of Lessee, its employees, agents, or contractors to perform or comply with any covenant required to be performed or complied with by Lessee, including, but not limited to, all local, state, and federal environmental laws, rules, regulations, ordinances, and administrative and judicial orders and requirements in every respect relating to the use by Lessee of Lessor's Facilities or Lessor's Premises, including, but not limited to, all such laws, rules, regulations, ordinances, orders, and requirements relating to the generation, recycling, use, reuse, sale, storage, handling, transportation, release, and/or disposal of any hazardous, toxic, or regulated materials or substances. (e) Lessee agrees that it will, at its cost during the term of this Agreement, carry and maintain, the following insurance or self-insurance: (i) General public liability insurance against claims for bodily injury and/or death or damage to property occurring in, on or about Lessor's Property and such insurance shall afford protection to the limit of not less than One Million Dollars ($1,000,000.00) with respect to bodily injury and/or death to any one person or damage to property and to the limit of not less than Five Million Dollars ($5,000,000.00) with respect to any one accident. This policy shall name Lessee as insured and shall name Lessor as an additional insured; (ii) Property insurance, including coverage for fire, extended coverage, vandalism and malicious mischief, upon Lessee's Equipment in an amount not less than the full replacement value of Lessee's Equipment. (iii) Workers' Compensation (statutory limits) and Employers' Liability insurance with limits of not less than One Million Dollars ($1,000.000.00). (iv) Comprehensive Automobile Liability (including all owned, non -owned and hired vehicles) with One Million Dollars ($1,000,000) combined single limit per occurrence covering personal injury, bodily injury, sickness or death, and loss or damage to property. All insurers must be reputable and solvent insurance companies authorized to transact business in the state of Colorado. Lessee agrees that such insurance or self-insurance shall be primary to any insurance carried by Lessor for their own account. Lessee agrees to provide Lessor with a certificate of insurance as evidence of such coverages or documentation of self-insurance. In the event that Lessee cancels or materially modifies its insurance coverage, Lessee agrees to provide Lessor with written notification of such cancellation or modification thirty (30) days prior to the effective date of change. (f) This indemnification and hold harmless agreement given by Lessee shall run in favor of Lessor, its successors, and assigns and any other person or entity connected or affiliated with Lessor. Page 8 of 12 17.2 Indemnification of Lessee by Lessor. Lessor, its agents, and contractors shall defend, indemnify, hold and save harmless Lessee, its parent, subsidiaries, and affiliates, their directors, officers, employees, agents and contractors from and against any and all liability for suits, loss, cost, interest, or expense of whatsoever kind or nature to the extent caused by the negligence, act or omission of Lessor, including, but not limited to, the costs and reasonable fees of an attorney or attorneys, arising out of, occurring, or related to any of the following: (a) The use by Lessor, its employees, agents, or contractors of Lessor's Facilities or any part thereof or in proximity thereto; and/or (b) any and all acts or omissions of or by, on the part or for the benefit of Lessor, its employees, agents, contractors, or invitees; and/or (c) any bodily injury and/or death of any person and/or persons and/or damage to and/or destruction and/or loss of any property of any person or persons resulting from the enjoyment by Lessor of the rights granted by Lessor to Lessee in this Agreement and/or; (d) any failure on the part of Lessor, its employees, agents, or contractors to perform or comply with any covenant required to be performed or complied with by Lessor, including, but not limited to, all local, state, and federal environmental laws, rules, regulations, ordinances, and administrative and judicial orders and requirements in every respect relating to the use by Lessor of Lessor's Facilities, including, but not limited to, all such laws, rules, regulations, ordinances, orders, and requirements relating to the generation, recycling, use, reuse, sale, storage, handling, transportation, release, and/or disposal of any hazardous, toxic, or regulated materials or substances. (e) Lessor agrees that it will, at its cost during the term of this Lease, carry and maintain, the following insurance: (i) General public liability insurance against claims for bodily injury and/or death or damage to property occurring in, on or about Lessor's Property and/or Lessee's Equipment and such insurance shall afford protection to the limit of not less than One Million Dollars ($1,000,000.00) with respect to bodily injury and/or death to any one person or damage to property and to the limit of not less than Five Million Dollars ($5,000,000.00) with respect to any one accident. This policy shall name Lessor as insured and shall name Lessee as an additional insured; and (ii) Property insurance, including coverage for fire, extended coverage, vandalism and malicious mischief, on the Property in an amount not less than the full replacement value of the Property (excluding however Lessee's Equipment). All insurers must be reputable and solvent insurance companies authorized to transact business in the state of Colorado. Lessor agrees that such insurance shall be primary to any insurance carried by Lessee for their own account. Lessor agrees to provide Lessee with a certificate of insurance as evidence of such Page 9 of 12 coverages. In the event that Lessor cancels or materially modifies its insurance coverage, Lessor agrees to provide Lessee with written notification of such cancellation or modification thirty (30) days prior to the effective date of change. (f) This indemnification and hold harmless agreement given by Lessor shall run in favor of Lessee, its successors, and assigns and any other person or entity connected or affiliated with Lessee. 18. SUBROGATION. Each party hereby expressly releases and discharges the other, their servants, invitees, agents, and employees, from any claim or cause of action for any loss or damage whatsoever arising out of any negligence or alleged negligence of the other, their servants, invitees, agents, or employees, resulting in any fire, steam, smoke, explosion, or any other peril, it being the intention of the parties that each party shall look only to its insurance carrier/provider for payment of such loss. Each party acknowledges that it understands that, in order to preserve its fire and extended coverage insurance, it should obtain from its insurance carrier an endorsement on its insurance policy or policies waiving any rights of subrogation as against the other party, its servants, invitees, agents or employees. 19. LIMITATION OF LIABILITY. In no event shall either party be liable to the other or to any third parties for indirect, special, incidental, consequential, or exemplary damages relating to or arising from the exercise by either party of its rights under this Agreement or otherwise relating to the performance by either party of its obligations hereunder, including, without limitation, damages based on loss of revenue, profits, or business opportunities, whether or not either party had or should have had any knowledge, actual or constructive that such damages might be incurred; provided, however, that the foregoing is not intended to limit any remedies expressly provided for in this Agreement. 20. RISK OF LOSS. Lessee shall bear all risk of loss of whatsoever kind or nature for damage to and/or destruction of Lessee's Telecommunications Facilities as placed on Lessor's Facilities. 21. TAXES AND ASSESSMENTS. Lessee shall be liable for payment of any personal property taxes that may be levied or assessed on Lessee's Telecommunications Facilities. Lessor shall be liable for payment of any personal and/or real property tax levied or assessed on Lessor's Facilities and/or Lessor's Premises. 22. FINES AND PENALTIES. Lessee shall be liable for the payment of any fine or penalty arising out of Lessee's use of Lessor's Facilities and/or Lessor's Premises. 23. ASSIGNMENT OR SUBLETTING. Lessee shall neither assign this Agreement nor sublet the space set forth within this Agreement for the occupancy of Lessee's Telecommunications Facilities without the prior written consent of Lessor. Lessor may withhold such consent in the sole and absolute discretion of Lessor. Any attempt by Lessee to assign this Agreement or to sublet the space set forth within this Agreement for the use and occupancy of Lessee's Telecommunications Facilities without the prior written consent of Lessor shall be null and void and of no legal force or effect. 24. BINDING NATURE. If and to the extent this Agreement shall be assigned or the space set forth within this Agreement for the occupancy of Lessee's Telecommunications Facilities is sublet, then this Agreement shall not only remain binding on the parties hereto, but shall also bind their successors and assigns. Page 10 of 12 25. NOTICES. Any notice required or deemed necessary by either party to this Agreement shall be in writing by certified mail or other proof of delivery and addressed as follows: If to Lessor, at: CenturyTel of Eagle, Inc. Attn: Duane Ring Vice President P.O. Box 4800 La Crosse, WI 54602 Copy to: CenturyTel, Inc. Attn: Vicki G. Schultheis P.O. Box 9901 Vancouver, WA 98668-8701 If to Lessee, at: Eagle County Sheriff c/o Eagle County Attorney's Office 500 Broadway Eagle, CO 81631 26. AMENDMENT. This Agreement shall not be amended or modified except by means of a writing dated and signed by both parties. 27. SEVERABILITY. If any term or provision of this Agreement should be held by a court of competent jurisdiction to be invalid or unenforceable, the remaining terms and provisions of this Agreement shall remain valid and enforceable to the extent permitted by law. 28. WAIVER. No delay or failure by either party, whether one or more, to enforce any term or provision shall be construed to be a waiver of the right to enforce such term or provision subsequently. 29. COSTS AND FEES OF AN ATTORNEY OR ATTORNEYS. If either party to this Agreement should bring any legal action to enforce any term or provision of this Agreement, or to obtain damages or relief for the violation of any term or provision of this Agreement, then the prevailing party shall be entitled to the recovery of all court costs and fees of an attorney or attorneys incurred as a consequence thereof. 30. GOVERNING LAW. This Agreement shall be construed and interpreted in accordance with the laws of the state wherein the Lessor's Facilities and/or Lessor's Premises are located. 31. PARAGRAPH HEADINGS. Paragraph headings have been inserted solely for convenience of reference and are not to be construed or interpreted as a part of the substance of this Agreement. 32. ENTIRE AGREEMENT. This Agreement, and its Exhibits A-E, inclusive, attached hereto and by this reference made a part hereof, constitute the entire agreement between the parties with respect to the subject matter contained herein. There are no representations, Page 11 of 12 understandings, or agreements, oral or written, that are not fully expressed in this Agreement. 33. COUNTERPARTS. This Agreement may be signed in one or more counterparts, each of which shall be deemed to constitute an original and but one and the same agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement by their duly authorized representatives as of the dates set forth beneath the signatures of each, but effective on the date previously specified. LESSOR: CenturyTel of Eagle, Inc. By: C ) =��' Name: Duane Rin Title: Vice President Date: 5-9-07 LESSEE: Eagle County By: j2aa- 4�j &L'., Title: Commissioner Pro Tem Date:q. Q 3 Page 12 of 12 Exhibit A Lessor's Facilities Castle Peak, CO The site is located approximately 8.6 miles NNW of Eagle, CO: 390 4627" N. 1060 51'21.1" W. LLf09 oVololo0'e6dS 7o —.4S "wY uloou!1 'S OZII 96L LLL •09 'O'dONINxV'Id ONIZISaMDN3 MAID Lf9LB opaolo0 'c16o3 .wY -.--40 99ZI 60f •08 '0'd ON1ddV, ONI amin5 Qxvi OL94-6L9-OL6 5201-9Z£-OL6 :XV3 •OUI `SO.4alOOSSv 7g 9L94-6L9-OL6 9929-9Z£-OL6 9NOHd Ia?jun}j `IIOSiI i;Oj' SONIUdS IVOOMMS 31OV3 o€o zo mao� -u oz - R-.9 I ( laza Ia) is z Idnzla.txl o. « I o ZIn0YN00 8'IVOS OIHdVHD zm "3 moa o u oo m nQ UEm y° o m a o -Lz coa `_o oa o€o zo mao� E— o aa`OI-Er V1 p m _ O 5 a Ea V Ecvc -m V1 dad E— -u oz - R-.9 I ( laza Ia) is z Idnzla.txl o. « I o ZIn0YN00 8'IVOS OIHdVHD 1 E A I Vrld d &I p z zm "3 moa o u oo m nQ UEm y° o m a o -Lz coa `_o oa o€o zo mao� aa`OI-Er U vUwyi p m _ O 5 a Ea V Ecvc -m =oz o$o dad �va¢vwE _��atvo 1 E A I Vrld d &I p z Exhibit C Page 1 of 4 GFIVTT&RY EL Technical EvaluatioA for Customer Attachment This checklist is designed to acquire information for techrlical evrilttatiQn for customer attachment to CenturyTel property. A separate checklist should be filled out for each location If luw Of how the potential attachment wTI, draw a sketch is to be attache4 to the tower or building so it may beevaluated. Please Fill in the apprgpriate information and return to CenturyTel for processing. CNslomer lnformalion Aoimlol�Cor�Mn' Scar Addrew: Ciry, Stare, zip C�_ S Lc .. C 1 Ccs 3 Fex NurtmbcF. Soo 'f7 - -3 Engineering point Of contact if different than above. CYSIOM r NUMV; rami Of Cunw,;: L e3 ct C� C, •'� C C" Str =tAddras 0 3 5i-7? e1,Uc"a- Clry. SwL.. zip CELE , j 1�-LC'Zc .-, � ( C UcPhonc Nnmoar; Fa► Number; �lSGS Date: Desired in service date: CenturyTe) site name: "''CIc, State in which you era lneQrporatcd: C t r- : Arc YOW a corporation or Partnerahip: Technical Pararmelerr Type of operating service: OtheowaQ v Q RF Repcater Rural Radio 0 Ccpulr 0 PCS � Exhibit C Page 2 of 4 Antenna and Transmission Please indicate model number for antenna type and transmission line. Antenna Type {i.c. KPI- 3DE) Gain (dB) CL AG[. A=imuth Degrees TX Frequency MHz Polariration Transmission Line FCC Number Frequency Power (dBm) Polarization (V Iho'Co6LcA Z ciOL-7C rL i c 'DW -f Antenna separation: Horizontal (ft.): ec c�� e f�-•z��. , �. T� ^,w 4L Vertical (ft.): C..SM ^r' QLD <e....s rJ G�aW C�GVG GtiZC%. i1 Ci Antenna tower anaehment: Pipe mount Q Stud off Other � Please provide sketch, if known. Transmission Line attachment to tower: CableJWave&Wde Run X Tower leg Girt)Strut Other Equipment: Manufacturer Model FCC Number Frequency Power (dBm) Polarization (MHz) Iho'Co6LcA Z ciOL-7C rL 2 Exhibit C Page 3 of 4 Building Space requirements Floor space requirements Total Square Foot: Minimum front aisle width: Minimum rear aisle width: Future growth bays: Will additional space be required for storage, adnihstration, etc,: O If so, area in square feet: Is additional Cable/waveguide entrance required? N p Power Requirements FiU out if you are requesting to use CenhiryTel power. AC power: Required voltage: 1 al:::� VAC Single Phase J�, Three Phase (] Required amperage -72 -KS Will power meter be required? Ycs [j No Number of AC circuits required; 0 rnp 1P.—'.Tr 15 amp 20 runp 3 3 0 amP P 0 amp100 amp Number of convenience outlets required (I 10 YAC @ 20 amps) DC Power: Required voltage: (•) VpC Required amperage: Number of DC breakers required: 1 amp 3 amp 5 amP 10 15 amp 20 amp 30 amp Bury Hour reserve power requirements: Exhibit C Page 4 of 4 Land Reemiremenrs N /V Fill our if you aro requesting to use CcnturyTel land in case building space is cu,av How large a parcC) of land is required? ridable, Length (ft,) Will external shelter be required? Yes p wNo (ft.} width (ft,)� a Haight On the attached tower and/or building sketch, please mark the requested loc t o s your antennas and equipment. Customer must submit, for approval, engineering n or range f a nor ra.ngc of locations for and groending, CcnturyTel reserves the right to request customer co engineering to Cent Standards, for power ury?el Engineering Ccntu►1 Tcl incurs no obligation far cuatomer'p proPer,ttion of aponac and reject any or all customer attachment requepu without racaune, rrserYce the right to Am"'arkOd Sigriglures Approval siMture and date required for processing Arcs Operations Manager Date General Manager Region pprrationns Manager Region Plant Facilities Manager Region V.P. T~' FCC Licensing Forward vrr!/rorited ep4/wali0n reques! ro: CenturyTel Attn: Vicki Schultheis P•O. Box 9901 Vancouver, Washington 98668-6701 Date Date Date Date Date Exhibit D R.U. — 60 Inches - 100 ALL I7EMS IN THIS RACK ONLY THE POWER SUPPY AR= TO BE STAp_p AND BREcAK=R PANEL - _ 55 IN THIS RACK 95 — _ ARE TO SE STAGED _ - _ RX MULTICOUPLER LCATEL tv11CROWAVEI 90 — TRANSMITTER s5 _ = COMBINER _ 80 _ II � JI _ —4s 75-1 _ ` I MOSCAD ALARNI ; OI p 'L e fff 70 — — 40 65— 60 — —35 55 AMP PANEL PREMISYS _ 50 f CHANNEL _ BANK = S 45 -7-- o OUAIWAR rn 40 35 - 20 _ i PS 1900 ; PS 19D 30 - _ _ OUANTAR I AKt AN 1 25— —t5 •� - RIOP620A f 20 GN8 RACK MOUNT li OUANTAR BATTERY --100 f _ 15 GNB RACK MOUNT E c I 0 RMP620A BATTERY ai 10— IGNB RACK mouNT '1 ? BATTERY fl i MOTOROLA PROJECT EAGLE COUNTY PUBLIC SAFETY SYSTEM TI TL P.T.I. Fill Site I CATS 72i3/197"G Exhibit E Lessor's Information for Site Access Castle Peak, CO Area to be leased shall be available for ingress to and egress from as per the Agreement to Provide Space for Telecommunications Facilities. Lessee may contact the following for access to the Site: Mike Bruscato: 970-328-8217 Business 970-688-0472 Cell Marc Welch: Available upon Execution of Agreement Martin Erkela: 970-328-8215 Business 970-390-4164 Cell The following fully loaded hourly rates shall apply for time expended by CenturyTel's employees to accompany Eagle County's authorized personnel onto the leased premises: Business Hours: $0.00 Monday — Friday, 8AM — 5:00 PM (Except Company Holidays) Non -business Hours and Company Holidays: $172.00 per hour