Complaint,Petition: PATRIOT COMMUNICATIONS LLC vs KETTERING TOWER PARTNERS LLC

On February 12, 2007 a Complaint,Petition was filed involving a dispute between Patriot Communications Llc, and Kettering Tower Partners Llc, for CIVIL in the District Court of Montgomery County.

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IN THE COURT OF COMMON PLEAS OF MONTGOMERY COUNTY, OHIO

CIVIL DIVISION
4
PATRIOT COMMUNICATIONS LLC : CASE NO. 07 1 2 6 8
602 West Market Street, Suite LLA t
Germantown, Ohio 45327,
Plaintiff,
v. : APPLICATION TO CONFIRM

ARBITRATION AWARD

KETTERING TOWER PARTNERS, LLC
c/o C.T. Corporation System

36 East Seventh Street, Suite 2400
Cincinnati, Ohio 45202,

Defendant.

1. Plaintiff Patriot Communications LLC ("Patriot") and Defendant Kettering
Tower Partners, LLC ("KTP") are parties to the binding Contract attached to this Application as

Exhibit A (“the Contract”).

2. Article 4 of the Contract states in pertinent part as follows: "In the event
of any dispute between Owner [KTP] and Rooftop Broker [Patriot] relating to this Agreement,
the Properties, or Owner or Rooftop Broker's performance hereunder, Owner and Rooftop
Broker agree that such disputes shall be resolved by means of binding arbitration in accordance
with the commercial arbitration rules of the American Arbitration Association, and judgment
upon the award rendered by the arbitrator(s) may be entered in any court of competent

jurisdiction.”Lil}

3. A dispute arose between KTP and Patriot regarding KTP's performance
under the Contract on or about May 16, 2006 ("the Dispute"). On August 16, 2006, Patriot
initiated an arbitration proceeding pursuant to the Contract by serving the American Arbitration
Association Demand for Arbitration attached to this Application as Exhibit B. Patriot's initiation
of an arbitration proceeding to resolve the Dispute between it and KTP was proper under the

Contract.

4. KTP and Patriot selected the Honorable John M. Meagher (Retired) to
arbitrate the Dispute. KTP and Patriot agreed that Judge Meagher would decide all claims,
counterclaims, defenses, and requests for relief that were pertinent to the Dispute and raised by

the parties.

5. An evidentiary hearing was held on December 14, 2006, as agreed by
KTP, Patriot, and Judge Meagher. KTP and Patriot submitted Pre-Hearing and Post-Hearing

briefs to Judge Meagher on all contested issues of fact and law.

6. Judge Meagher issued his Award on February 7, 2007. The Award is
attached as Exhibit C to this Application. The Award is a final and binding resolution of all
contested issues of fact and law pertinent to the Dispute, and therefore is a final and binding
resolution of the Dispute itself, with the sole exception of Patriot's entitlement to prejudgment

interest.

7. All documents required by Ohio Rev. Code § 2711.14 to be attached to
this Application, and not already included in Exhibits A through C, are attached to this

Complaint as Exhibit D.8. Patriot is entitled to an order of the Court confirming the Award pursuant

to Ohio Rev. Code § 2711.09.

9. Patriot demanded prejudgment interest in the Arbitration Demand attached
as Exhibit B. As the prevailing party in this breach of contract dispute, Patriot is entitled to an
award of prejudgment interest pursuant to Ohio Rev. Code § 1343.03(A) without reference to the

settlement efforts analysis required in tort cases pursuant to Ohio Rev. Code § 1343.03(C).
WHEREFORE, Patriot requests that this Court:
1. Issue an order confirming the Award and enter judgment accordingly;
2. Award Patriot its costs and attorney's fees associated with this action;
3. Award Patriot prejudgment interest to be calculated from May 16, 2006; and
4, Award Patriot such further relief that is just.

Respectfully submitted,

sae Lf

Ronald I. Raether, Jr. (0067731)
Timothy G. Pepper (0071076)
FARUKI IRELAND & COX P.L.L.
500 Courthouse Plaza, S.W.

10 North Ludlow Street

Dayton, OH 45402

Telephone: (937) 227-3733
Telecopier: (937) 227-3717
E-Mail: rraether@ficlaw.com

Attorneys for Plaintiff

Patriot Communications LLC
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FROM : ( Fax NO. : eaaaeea ( Oct. @9 2885 10:10PM P2
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LEASING AGREEMENT
BETWEEN

KETTERING TOWER PARTNERS LLC

AS OWNER

AND

PATRIOT COMMUNICATIONS, LLC
AS ROOFTOP LEASING AGENTo
FROM =

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THIS AGREEMENT is made this 6 day of October, 2005, by and between
KETTERING TOWER PARTNERS LLC ("Owner"), and Patriot Communications, LLC.,
(‘Rooftop Broker’),

WITNESSETH:
WHEREAS, Owner owns the property (“Properties”) covered by this Agreement, and

desires to employ Rooftop Broker to lease Rooftop and other common spaces for Wircless

Tenants upon same; and
WHEREAS, Owner and Rooftop Broker wish to set forth in writing the understanding

between them with respect to the services to be performed by, and the compensation to be paid

to, Rooftop Broker and other matters with respect thereto;

NOW, THEREFORE, in consideration of the premises and the mutual covenants

herein contained, Owner and Rooftop Broker hereby agree as follows:

ARTICLE 1. PROPERTY
This Agreement covers the Property known as: KETTERING TOWER

(see Schedule “A” for property description) located in Dayton, Ohio.

ARTICLE 2. TERM
The term of this Aqreement shall commence on the date hercof and shall continue for a period of

five (5) years, unless earlier renewed or terminated as provided in Article 6.

ARTICLE 3. BROKER'S LEASIN PONSIBILITIES
32 Appointment. Owner hereby appoints Rooftop Broker teasing agent for the

Properties Rooftop and Interior Spaces for the purpose of leasing such space(s) to Wireless
Tenants, and gives to Rooftop Broker the right, subject to the terms, conditions and provisions

hereinafter set forth, to solicit for, procure and produce tenants who will lease space in the

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Property,
3.2 Authority and Duties; tiation ani ecution of Leases. While this

Agreement remains In effect, Owner shall refer to Rooftop Broker all inquiries and offers by
Prospective or existing tenants or cooperating real estate brokers for wireless and rooftop
tenants for the purpose of leasing rooftop and interior common spaces. Rooftop Broker shall
diligently investigate and develop inquiries and offers, and shall canvas, solicit and otherwise use
teasonable and best efforts and services to procure and produce qualified tenants who are to the
Rooftop Broker's knowledge financially secure and reputable and who will lease space in the
Properties,

All proposed leases with prospective new tenants are to be negotiated by Rooftop
Broker in accordance with Owner's guidelines, with such modifications as the Broker may deem
appropriate, subject to the approval of Owner provided for below. The form of lease prepared
and approved by Owner as the standard form of lease for the Properties shall be used in the
negotiation of all proposed leases for space in the Properties, with such modifications as the
Broker may deem appropriate, subject to the approval of Owner provided for below.

All proposed leases shall be submitted to Owner for approval or disapproval, and
Owner will use its best efforts to respond to Rooftop Broker in a timely manner. Rooftop Broker
shall deliver on behalf of the Owner, any lease so approved after execution thereof by the
perspective tenant and the Owner. A copy of the standard Rooftop Sub-Lease Agreement has
been attached as Schedule °C”,

The authority conferred herein shall apply to the initial leasing of new space in or on
the roof or bullding or within the building, the, the negotiation of a new lease with an existing
tenant and the exercise of any option to renew or extend an existing lease with any such existing
tenant, or existing bullding lease otheswise renewed or extended.

3.5 Costs and Expenses. Except as otherwise provided in this Agreement, all costs

oo3a
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and expenses Incurred in connection with Rooftop Broker's leasing activities, including, but not
limited to, the salaries, wages, employee benefits and leasing commissions payable to Rooftop
Broker's salespersons and employees, and telephone, offlce supplies, postage and clerical
expenses, shall be borne and paid by Rooftop Broker. However, notwithstanding anything In this
Agreement to the contrary, Rooftop Broker shall not be obligated to bear the cost of any
attorneys’ fees incurred or paid in connection with the preparation of the standard form of tease

for the Properties or any modifications thereto prepared for any particular tenant,

3.6 Representations Regarding Leasing. Rooftop Broker represents and warrants

that it and its salespersons are fully qualified and licensed, to the extent required by law, to lease
teal estate and to perform all obligations assumed by Rooftop Broker hereunder. Rooftop Broker

agrees to comply with al! applicable laws now or hereafter In effect with respect to the same.

ARTICLE 4. DISPUTES
In the event of any dispute between Owner and Rooftop Broker relating to this Agreement, the
Properties or Cwher or Reoftep Broker’s performance hereunder, Owner and Réoftop Broker
agree that such dispute shall be resolved by means of binding arbitration in accordance with the
commercial arbitration rules of the American Arbitration Association, and judgment upon the
award rendered by the arbitrator(s) may be entered in any court of competent jurisdiction.
Depositions may be taken and other discovery obtained during such arbitration proceedings to the
same extent as authorized in clvil judicial proceedings in the state where the office of Rooftop
Broker executing this Agreement is located. The arbitrator(s) shali be limited ta awarding
‘compensatory damages and shall have ne autharlly to award punitive, exemplary or similar type
damages. The prevailing party in the arbitration proceeding shail be entitled to recover its

expenses, including the costs of the arbitration proceeding, and reasonable attorney's fees.

ARTICLE 5. COMPENSATION.

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Owner shall pay Rooftop Broker a Leasing Commission as set forth on Schedule “B” attached

hereto,
ARTICLE 6 TERMINATION AND RENEWAL
61 Termination. This Agreement shall be terminable by Owncr or Rooftop Broker

within thirty (30) days prior written notice from either party, for any reason. This agreement can
be terminated immediately for cause by owner.

This Agreement shall automatically terminate with respect to the Property upon its
gale or its condemnation,
6.2 Renewal. Upon the expiration of the term specified in Article 2, this Agreerment
shall automatically renew unless the Owner or Rooftop Broker shall give written notice of
termination to the other party. Such notice to be given no later than sixty (60) days prior to the

expiration of the initial term and any succeeding renewal term.

ARTICLE 7, NOTICES
All notices, approval, and reports provided for in this Agreement shall be in writing

and shall be given to Owner or Rooftop Broker at the address or addresses set forth below. or at

such other addresses as either may hereafter specify in writing:

To Owner: KCTTERING TOWER PARTNERS LLC
Unt Mermelstein, Partner
302 Fifth Avenue, 8th Floor
New York, NY 10001
212-679-7700 Tel.
212-279-1709 Fax.
MERMELSTEI@aol.com

And

To Rooftop Broker: Scott Thomae, V.P. of Operations
Patriot Communications, LLC
602 West Market Street, Suite 11A
Germantown, Ohlo 45327
(937) 238-5994 Tel.
(505) 212-6126 E-Fax

oosFROM

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sthomae@ 4roofteps.com

Any such notice or other written communication may be malled by US mail, Overnight Parcel, in
person, by fax, or by e-mail. Any such notice or other written communication shall be deemed to
have been given as follows: (I) when so mailed, as of the next business day after it was mailed;
and (i!) when delivered in person or by any other means, upan receipt. Either party may change

its notice address by the giving of written notice to the other party,

ARTICLE 8. MISCELLANEOUS GENERAL PROVISIONS

BL No Assignment This Agreement and any right hereunder shalt not be assignable
by the Rooftop Broker, unless otherwise agreed by the Owner, The Rooftop Broker agrees,
understands and consents that it and their successors and assigns (whether by consolidation,
merger or any other form of reorganization or by way of a transfer of all or substantially alt of its
assets) are bound by the provisions of this agreement.

8.2 Complete Agreement; Amendments, This Agreement, including the Schedules
attached hereto arid referred to herein, constitutes the entire contract between the parties; no
oral or implied representations or understandings shall vary its terms: and it may not be amended

except by an instrument tn writing executed by the parties hereto.

83 Headings and Pronouns. All headings herein are inserted only for convenience
and ease of reference and are not to be considered in the construction or interpretation of any
‘provision of this Agreement.

8.4 Miscellaneous, The failure of either party to insist, in any one or more instances,

upon the performance of any of the terms, covenants or conditions of this Agreement by the

other party hereto, shall not be construed as @ waiver or as a relinquishment of any right granted
hereunder to the party failing to insist on such performance, or as a waiver of the future

performance of any such term, covenant or condition, but the obligations hereunder of both

fAooe( Oct. @9 2425 18:14PM PS

FROM? ‘ ( FAX NO. : Baaaaza
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parties hereto shalt remain unimpaired and shall continue in full force and effect,
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
and year first above written.
OWNER:
KETTERING TOWER PARTNERS LLC
WITNESS: 1
By:.
iri Mermnelstein
Title:_Member lola lox con)
ROOFTOP BROKER:
PATRIOT COMMUNICATIONS LLC
WITNESS:

Pian he Title:__V.P of Operations

SCHEDULE A PROPERTY LOCATION/DESCRIPTION
SCHEDULE B SCHEDULE OF LEASING COMMISSIONS
SCHEDULE A

PROPERTY LOCATION AND DESCRIPTION
40 NORTH MAIN STREET, DAYTON, QHIO 45423

With the following legal déstription:FROM

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SLTUATED IN TIE COTY OF MONRGOMERY, STATE OF CIO AND YH THR CITY OF UATLON AND BEING FARTS OF LOTS NUMBERED ONF
AWNDRED FIVE [205], ONE MUNORED STK (105), OF HUSMRED seven (07), AND ONZ HONORED EIGHT (108} OP THE CONSECUTIVE.
NUMBERS OF LOTS OX TNE RAVISED PLAT OF Tal CITY GF DAYTON, AND MORK PARTTGULAALY DUSCALBED AS TOLLORS:

YARCED 1:

LOCRTED 18 He CATY OF DAYTON, COUNTY OF MONTGOMAAY, STALE OF OH10 AND BEING PARTS OF 1.0T NOS. 106 AND 107 OF THE
ARVIGED ARD CCNGECOTTVE MJHILKY OF LTS ON THE PLAT OF AID GUTY OF PAYTON, OITO AND BEING A TRACT OF LAND
PROCRIBED AS FOLLOWS: BSGINUING AT THE NORTRYEST SORNER OF SAID LOT NO.107 SATP NORTHWEST CORNER BEING THS
INTERSECTION OF THE EASY LINE OF NOMIY VAIN STRECT WITH THE SOUCH L:NE OF EAST SECOND STREET; TERXCE WTNH THE
SOUTH LING OF ALD EAST SECOND STRAT ANG The nOary LIME oF SATD IOP YO. 107 AND [7S LASTHAKD AXTENSZOS, SAIC
EXTENSTON ABING THE NOKIH LINE OF SAID LOT NO. 106 AND MAKING AN INTERIOR ANGLE WITH (2 WEST LIME OF Safi LO?
NQ.207 OF NINETY DEGREES FOUR MINUTES THIRTY SECONDS (90° 04? 30") FOR TWO KUNLAED N:NETY=SEvEN AND 60/100
(297.60) (EET TO THE HORTREAST CORNER OF SATO LOT NO,106; THENCE SCUTHWARDLY WITH THE EAST LINE OF SAID LOT NO,
206 AND MAKING AN JNTRAION ANGLE W2TH THE LAGT MENTTONED COUASE OF ELGHVY-MINE DEGREES SIFTY-FIVE MONDTES THIRTY
SECONDS (89° $57 30") FOR NINETY-NINE AND 49/100 (99.40) FEET) THENCE GESTURADLY WITH TRE EASTHARN FXTENSION Of
‘HE SOUTH LINE OF SAID Lor WO.107 AND WITH THE SODTN LINE OF SATU LOT 0,207 AND MAKING AN [KTERIOR ANGLE WITH THE
UAST-HENT-OIED COURSE IF NINETY DEGREZS FOMR MINOTES THIRTY SECONDS 190" G4? 30%) FOR ONE HUNDRED EIGHPY-OX8 AND
40/100 (203.40) FATT 7) A POLNT LOCATED ONE MUNDAZD SHATEDY AND 20/100 (126.20) FEET EASTAARDLY TROM THE SOUTHWEST
CORNER OF SAYD LOT NO. 107; THENCE MORTEWARTLY AWD NAKTNG AN GRTERIOR ANGLE WIT THE LAST-MENTICERD COURSE OF
BISHEY-NITE DEGREES FIETY-FTVE KNOTT THIRTY YECOMDY (89'S5" 30") TOR STXVERN AND 91/100 (16.92) FEET TO A POTHT
IN THE EASTWARD EXTENSION OE ZHE NORTE WALL CF TWE EXISTING HU:LOING BYLOSGING TD THE TITRD NATIONAL BANK OF
GREON, OHID® THENCE WESTHARDLY ATONS THE NCKIM Wald. OF SAEO RANK FOTLSINE END WKTNS AN INMERIOR ANGLE WEEE THE
LAST-HENT-ONED COWASK OF THO HUMORED SkvEM'Y DEGARES FOUR NENUTES THTRTY SRCONDS (276° O47 30") FCR ONS UOXDRED
STATED! AND 20/100 (126.20) TET TO A POZNT TH THE WERT LIwu OF SAID Lat 0.207, SAID WOT LIVE UEIEC THE EAST
ZINE OF NORTH MAIN STRIET: THENCE NORTHNAXOLY W174 SAID WESP LINE AND SATO PAST LINE AND FAKING BK INTERIOR RUGLE
ITH THE LAS) MENTIONED COURSE OF EIGHTY-NTNF DEGREES S1e1Y-#1"E MINUTES TRIMTY SECOWDS (@9" 55° 30") FOK ELGHTY-
THO AND 48/360 (82.9) FEET TO THE OLN: CE BEGLNAING.

PARCEL 3;

Wcny20 TN MO CTY OF DAYTON, COUNTY OF MOWIGOMRY, STATR OF OKTO AND AEING A PART OF LOT NO. 109 OF THE REVISED
ANG CONSECUTIVE WIMMERS OF LOTS OW THE PLAY CE SAID CITY OF DATION, OWTO AND RETWG & TAACT OF LAMY DESCRIBED KS
FOLLOWS: BAGINNING AT POINT IN THE SOUTR LINK OF FACT SECOND STREUT, SRID FOLNT OF AEGINGING BEING THe NORTHWESY
GOANER OF SAID 107 1oar THENCE EASTWARCLY WITH THE SODUU LINE OF SATD'EAS? SECOND STREET AKD THE SORTH TONR OF
SAID LOT NO. 10§ AND MAKING AN INTERIGR ANGIE WHITE THE WEST INE OF GRID LOT NO. 105 OF NINETY PECREGS FOUR
MINUTES TITTRTY SeoONIA (50" O44 IO") FOX LUGHTE-OME AKD £6/100 (81.66) TARP: THEXCE SOUTHNAKLLX, LEAVING CATO
‘SOUTH LIKE AND SALD NORTH LINE ND MAKING AN INTERIOR ANGLE wT! THE LATY-MENT-ONED COURSE OF EFGHTY-NIME DEGREES
FLEDY“FIVE MINOTES THIRTY SECCNOR 199° 55 30") EUR SITY AND 24/20 (60.24! FRAT: TRENCE PAGTWARSLY AND MEKING AN
INTERTOR MICLA WYTH THE LAST “HEXTIONED COCRSE OF TWO FINPARD SmVEWrY EGRESS FOUR MIKUTES THIATY SECONDS (270° 04°
30") FOR SEVENTEEN AND 54/100 (17.44) FEET TO A EGTNT TN THE EXST LIME OF SAID LOY NO.1OS PRD THE WEST LINE OF
NOGTA CEFTEAEON STREET, THENCE SODRMIARDEY yaru SAID EAST LINE AND SATO WEST LINK AND MAKTEG AW ANTERIOR ANGLE
WITH THE LAST-MENTLONES COURSE OF FIGHTY-NINE DEGREES FIFCY-FIVE WINUTES TRIRTY SECOMES (68° 5§' 30") FOR FUPIY-
RINE ARO 24/100 (59.2¢1 FRAT? THPNCE WESTWARDLY, LEAVING faTD VEST LTE AND SAID EAS? LINE ANO MAKING RN ISTERTSR
ANGLE WITH THR INST-HENTLONED QOURSE OF NINETY DEGREES FOUR MIMTTES THIATY SECONDS (90" Of" 30°) FOR NINETY-IF7NT
a0 20/100 199.20) FREt 90 A FOIE TN THE WES? Link! Of TAT Lot NO. 105; THENCE NONTUNARDLY @:TH SALY weir une
NAKINC. ABGLE W12H THE LARP-MOWTIONED COURSES OF BIGHY-NINE DEGREES FIFTY-FIVE HENOTES THIRTY

xO. INTERIOR
SECOADE (89° 58" 30") TOR ONE HONDMGD NlmerEsaT Any 80/200 (229.48) FRAT TO THE foe OF BeGrNRING.

YARCEL X11;

TOCANED IN JHE CITY OF Darrom, COUNTY OF MOMTG@ERY, STATE OF OHIO AND BEING A PART OF LOT XO, 105 OF ZIPS REVISED
AND CURSECUTIVE NOMAERS OF LOTS ON THE PLAT OF SAID CITY GF DAYTON, GHz ANG GRTNG A TRACT OF LAND DESCRIBED AS
FOLLOWS: SEGTHNING AP ‘HR NORTHEAST COniea OF SAID LO? NO.'05, SATD NORIMEAGY CORMER BELVS THE INTERSECTION OF THE
SQUIH LI0E OF EAST SCOOND STREET WITH THE REST Link OF NORTH JEFFERSON STRKET; THENCE SOQTEUARIY HUTK THE WEST
EINE OF BORTH JEFFERSON BTAEET AND THE EAST LINE OF SAID LO? NO-108 AND MAKING AN INTERIOR ANGLE WITH THE NORTH
VINE OF S820 2OT NO.10r OF EXGUTY-WINE DEGREFS Plete-ELVE MIMUTES THIRTY SECUNDS 189° 55° 297) FOR SIXTY AND.
2A/2O0 (6C_24) EERY; TICNOR WRSTWARDLY, LEAVING SAID VEST SINE AND EAID EAGT GING AND HAKIMG Av S87ERTOR ANGLE
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SQ/100 (17.54) FEET? THENCE NCRTAWAROLY AND MAKING AN INTERIOR ANGLE WITH HE LASI-MGNPTONAD COURSE OF EIGHTY-NINE
TEGRERS FIFPY-FTVR WINNS TALATY SECONDS (89° S5° 307) EOA SIXTY AAD 24/100 (60.24) FEET TO A POTST IW THA NORTE
SING OF SALD LOT 80.105 AND THE SOTTH LINE OF SAID BAST SKCOND STRECT; TUERCE EASTWARDLY WITH SAID NORTH LINE AND
SALD SOUT LINE AND MAICING AN INTERIOR ANGLE WITE THE LAST-MENITOMED COURSE GP NINETY CEGIEES FOOR MINGDES THIRTY
SucoNDS {20° OLF JO") POR AEVENYAEY ANG 54/109 (17.54) FEET TO TIL! POLNT OF USGTRHING.

ALSO FARTS OF LOTS KO-305, 106, 2ND 108 OF THE REVISED AND CONSECUTIVE WOMGPRS OF WTS ON THE PLAT OF SAID SITY OF
DAYTON, OHIO A¥D SELNG A TRACT OF LAD DESCRIBED AS FOLLONS: BEGINNING AT THE SOUTHEAST CORNER OF SAID LOT NO.105,
SAID SOUTHEAST CORNER METNG THE INTERSECTION OF THE NORTH ZINE OF ARTZ UANF WITH THE REST LINK OF NORTH JCFFERSON
SIEET; THOICE VESTMARDLY WITH TE OTK LINZ OF SATD JOT NO. 3C4 AND ITS WEATWARD CKTENSION, GATD EXSEUSTON GAING
THE SOUTH LINC OF SAID LOTS NOS. 108 xD 108 AND THE wor IN OF SAID ART LANE AND HARING AV HTERIOR ANGLE
WITH THE EAST GINE OF SAD LOT NO.105 OF NIMREY DEGREES 2OUR MINTUES THIRTY SECONDS 190"
AND 40/200 [209.49) FEET YO A LOLNT LOCATE ONE MONDAED NINTY-STX MND 40/100
‘SOUTELEST CORNER QF SACD LO? WO.108/ THINCE MORTHWARDLY, EMRALIED 70 ZWe WEST LINE OF SAID LOF HO-108 AND MAKEHG
ANTEALOR ANGLE WITE THE LAST-HRNTIONKD COURSE OF EYGHTY-NINE DEGHEES FTETY-FSVR MINLPRS vHlery SecouOS (USY 35°
Soe) tor WVENT-NINE AUD &G/10) (99-40) TUL 10°A POINE IN THE NOHTL LIME OF ScD TOT wo. 100s Siuuee eoTuseDLY
WITH THE NORTH LIME OF $ALD LOT NO. 108 AND XTS FASTHARE EXTRNEION AND NAKIOG AN INTERIOR ANGLE WITH TOE LAST-
MONITONED COURSE OF NINETY DEGREES FOUR MINUTES THIRTY SECONDS {9¢* 04' 30") FOR OME SUDAED AWE AND 30/)00
(001-20) EE 0 A S001 IN THE EAST LIME OF GALD 107 NOW106 AMD THE MEAY LIKE OF AAID LO” o-052 THENCE
SOUTHWARDLY WITH GAID TST LTWH Aru S20 woor Linie AN MAICRG FN TMPERTOR ANGI, LIN THE CAUT-MENTIONED COURSE OF
Eunure-wIoe GEGRnES TITTY-EIVE MINUTES TEINGY SECQVOS (09" 35° 30") FOR $¥EMIY ANG O8/:00 (20.00) FEET, THENCE
EASTWARDLY, CARALLEL TO THE NORTH LIVE OF BADD LOT NO, 105 AND HAKING AN INTERIOR ANGIE WITH THE LAST-NENTIONED
COURSE OF THO ZINDFED SEVENTY CECREES YOUR KINOTES THIRTY SECONDS [170° 04" 30°] FOR NINETY-NINE AND 20/100
(99.20) FEET TO A POINT I THe ZAST LINE OF SAID WT NO.105 ANG TKb NEST LINE OF SArU MORIN JEFCERSON STRRET:
ICE SOUTIMARCLY WITK GAYD EAST LINE AND $a1D WEST SINE AND MANTNG AN ITERATOR AKOTA WITH THE LAST-FESTIOREDa : ;
FROM: ( FAX NO. : 228000 (| Oct. @9 285 10:17PM Pid
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GOURGH OF EIGHEY-NING DEGREES FIFTY-FIVE MINUTES THIRTY seCGrDs (05° 35° 30") FOR SEVENTY-NINE AND 32/100 {73.321
FEET TO TRE POINT OF BEGINNING,8 : :
FROM : ( FAX NO. : @aaga0a (Oct. @9 2@@5 10:17PM P11
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SCHEDULE B CW
SCHEOULE OF LEASING COMMISSIONS spays AS pa ;
New Leases and tease Expansions — ; /o 1g Wa ‘th,
¥

The Leasing Commission due and payable in the case of new, reaewe a faded
shall be equal to ten percent (10%) of gross rentals. for the applicable term, The ‘Leasing On

Commission for any renewals shalt be paid upon the renewal date whether the renewal is fan sey)
automatic, requires written notice, or amendment. .

The Leasing Commission shall be payable with regard to a lease transacted In the Property Kr
entered into during the tenn of the Leasing Agreement or within six (6) months after the date of

termination of the Leasing Agreement In the case where a prospect was contacted by the Broker 10- 09.0%
prior to the date of termination ar expiration and identified on a prospect schedule delivered by

the Broker to the Owner within fifteen (15) days after the date of termination or expiration.

Leasing Commissions shall be deemed earned upon execution of the lease and shall be pald to
Rooftop Broker at the execution of the lease.

Owner's obligation to pay eamed but unpaid Leasing Commissions shall survive the termination
hereof for any reason.a .

(

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Name of Respondent Name of Representative (if known)
Kettering Tower Partners LLC, c/o Uri Mermetstein unknown
Address ‘Name of Fin (if applicable)
302 Fifth Avenue
- Representative’s Address
8th Floor
City State | Zip Code City State | Zip Code
New York NY 10001-
Phone No. Fax No. Phone No. Fax No.
(212) 679-7700 (212) 279-1709
Email Address: Email Address:

mermelstei@aol.com

The named claimant, a party to an arbitration agreement dated October 6, 2005

which provides for arbitration under the

Commercial Arbitration Rules of the American Arbitration Association, hereby demands arbitration.

THE NATURE OF THE DISPUTE
Collection of commissions owed by Kettering Tower Partners LI
Performed pursuant to the agreement between them. PLEASE

LC to Patriot Communications, LLC, for rooftop leasing services
SEE ATTACHED EXHIBIT A.

Dollar Amount of Claim $185,815.00

Other Relief Sought: HAttomeys Fees _B Interest
9 Arbitration Costs [1 Punitive/ Exemplary Other TBD

AMOUNT OF FILING FEE ENCLOSED WITH THIS DEMAND (please refer to the fee schedule in the rules for the appropriate fee) $2,750.00

PLEASE DESCRIBE APPROPRIATE QUALIFICATIONS FOR ARBITRATOR(S) TO BE APPOINTED TO HEAR THIS DISPUTE:

Appropriate qualifications include commercial litigation experie

ince and, if feasible, familiarity with the rooftop leasing industry.

Heating locale Dayton, Ohio

(check one) Ri Requested by Claimant 1 Locale provision included in the contract

Estimated time needed for hearings overall:

hours or 2 days

Type of Business: Claimant __ rooftop leasing broker,

Respondent, Office building owner

Is this a dispute between a business and a consumer? (J¥es 8 No Does this dispute arise out of an employment relationship? LI Yes & No

If this dispute arises out of an employment relationship, what was/is the employee’s annual wage range? Note: This question is required
by California law. Less than $100,000 0 $100,000 - $250,000 _0 Over $250,000

You are hereby notified that copies of our arbitration agreement and this demand are being filed with the American Arbitration

Association’s Case Management Center, located in (check one)

MAtlanta,GA (Dallas, TX (East Providence, RI

Fresno, CA 1 International Centre, NY, with a request that it commence administration of the arbitration. Under the rules, you

may file an answering statement within fifteen days after notice

from the AAA.

Signature (may be signed by a representative) Date:

gaz.

8/16/2206)

Name of Representative
Ronald I. Raether, Jr., and Timothy G. Pepper

‘Name of Claimant
Patriot Communications, LLC

‘Name of Firm (if applicable)
Faruki Iretand & Cox P.L.L.

Address (to be used in connection with this case)

Representative’s Address

602 West Market Street, Suite 11A 500 Courthouse Plaza, S.W., 10 North Ludlow Street

City State] Zip Code City State | Zip Code
Germantown. OH. 45327- Dayton OH. 45402-

Phone No. Fax No. Phone No. Fax No.

(937) 238-5994 (937) 227-3700 (937) 227-3717
Email Address: Email Address:

rraether@ficlaw.com; tpepper@ficlaw.com

To begin proceedings, please send two copies of this Demand and the Arbitration Agreement, along with the filing fee as
provided for in the Rules, to the AAA. Send the original Demand to the Respondent.

Please visit our website at www.adr.org if you would like to file this case online. AAA Customer Service can be reached at 800-778-7879a . (

Nature of the Dispute
(Exhibit A to Patriot Communications, LLC's Demand for Arbitration)

1. A rooftop leasing broker acts as a property owner's agent for the purpose of attracting and
securing wireless communications tenants to pay for the use of the roof (or other common areas)
ofa structure. Patriot Communications, LLC ("Patriot") is a rooftop leasing broker.

2. Kettering Tower Partners LLC ("KTP") owns an office tower in Dayton, Ohio known as
the Kettering Tower.

3. Patriot and KTP are parties to an Agreement (attached) that makes Patriot the rooftop
leasing broker for the Kettering Tower. The Agreement also provides for binding arbitration in

the event of a dispute.

4, Schedule B to that Agreement provides, in pertinent part, that "[t]he leasing commission
due and payable in the case of new, renewal, and expanded leases shall be equal to ten percent
(10%) of gross rentals for the applicable term," and "shall be deemed earned upon the execution
of the lease and shall be paid to Rooftop Broker [Patriot] at the execution of the lease." This
commission structure was adopted by the parties at the request of KTP. The normal commission
structure in the industry is for the broker to receive 30-40% of rentals as they are paid. In this
case, however, Patriot and KTP expressly discussed how that commission structure places the
risk of nonpayment or contract termination on Patriot, and the parties decided to shift that risk to
KTP in exchange for lowering the commission to only 10% and making it payable immediately.

5. Patriot secured a twenty-year lease between KTP and the City of Dayton (the "Dayton
Lease") worth approximately $1.86 million to KTP. (See attached Dayton Lease.) KTP and its
counsel reviewed the lease during the negotiations without objecting to the term, and then
executed the lease on May 16, 2006. Among other benefits to KTP, the Dayton Lease increased

the annual rent by well over 300%.

6. Patriot is owed a 10% commission, or $185,815.00, pursuant to the plain language of the
Agreement and the terms of the Dayton Lease.

7. KTP refuses to pay the $185,815.00 commission owed to Patriot. KTP's response to
Patriot's demand for payment was to cancel the Agreement. (See attached correspondence.)

169375.1° .
FROM > C FAX NO. : @2@@aa00 ( Oct. 89 2005 14:18PM P2

‘ 10707705 FRI 09:18 FAX 2122133747 001

C
LEASING AGREEMENT
BETWEEN
KETTERING TOWER PARTNERS LLC
AS OWNER
¢ :
AND

PATRIOT COMMUNICATIONS, LLC
AS ROOFTOP LEASING AGENTFROM =
10/07/05 FRI 09;18 FAX 2122133747

( FAX NO. + eaageea (oct, 99 2005 19:14PM PS

THIS AGREEMENT is made this 6 day of October, 2005, by and between
KETTERING TOWER PARTNERS LLC owner"), and Patriot Communications, LLC.,

(‘Rooftop Broker”),
WITNESSETH:

WHEREAS, Owner owns the property (“Properties”) covered by this Agreement, and
desires to employ Rooftop Broker to lease Rooftop and other common spaces for Wireless
Tenants upon same; and

WHEREAS, Owner and Rooftop Broker wish to set forth in writing the understanding
between them with respect to the services to be performed by, and the compensation to be pald

to, Rooftop Broker and other matters with respect thereto;

NOW, THEREFORE, in consideration af the premises and the mutual covenants

herein contained, Owner and Rooftop Broker hereby agree as follows:

ARTICLE 1. PROPERTY
This Agreement covers the Property known as: KETTERING TOWER

(see Schedule “A” for property description) located in Dayton, Ohio.

ARTICLE 2. TERM
The term of this A¢reement shall commence on the date hercof and shall continue for a period of

five (5) years, unless earlier renewed or terminated as provided in Article 6.

ARTICLE 3. BROKER'S LEASING RESPONSIBILITIES
31 Appointment. Owner hereby appoints Rooftop Broker leasing agent for the
Properties Rooftop and Interior Spaces for the purpose of leasing such space(s) to Wireless
Tenants, and gives to Rooftop Broker the right, subject to the terms, conditions and provisions

hereinafter set forth, to solicit for, procure and produce tenants who will lease space in the

goo2«

FROM :
10/07/05 FRI 09:18 FAX 2122133747

( FAX NO. : @20a2a0 (Oct, @9 2085 10:42PM P4

Property,

3.2 Authority and Duties; Negotiation and Execution of Leases. While this

Agreement remains in effect, Owner shail refer to Rooftop Broker all inquiries and offers by
Prospective or existing tenants or cooperating real estate brokers for wireless and rooftop
tenants for the purpose of leasing rooftop and interior common spaces. Rooftop Broker shall
diligently investigate and develop inquiries and offers, and shall canvas, solicit and otherwise use
Teasonable and best efforts and services to procure and produce qualified tenants who are to the
Rooftop Broker's knowledge financially secure and reputable and who will lease space in the
Properties,

All proposed leases shall be submitted to Owner for approval or disapproval, and
Owner will use its best efforts to respond to Rooftop Broker in a timely manner. Rooftop Broker
shall deliver on behalf of the Owner, any lease so approved after execution thereof by the
perspective tenant and the Owner, A copy of the standard Raoftop Sub-Lease Agreement has
been attached as Schedule °C’,

The authority conferred herein shall apply to the initia! leasing of new space in or on
the roof or building or within the building, the, the negotiation of a new lease with an existing
tenant and the exercise of any option to renew or extend an existing fease with any such existing
tenant, or existing bullding lease otherwise renewed or extended.

35 Costs and Expenses. Except as otherwise provided in this Agreement, all costs

(003FROM :
10/07/05 FRI 09:19 FAX 2122133747

and expenses incurred in connection with Rooftop Broker's leasing activities, including, but not
limited to, the salaries, wages, employee benefits and leasing commissions payable to Rooftop
Broker's salespersons and employees, and telephone, office supplies, postage and clerical
expenses, shall be borne and paid by Rooftop Broker. However, notwithstanding anything In this
Agreement to the contrary, Rooftop Broker shall not be obligated to bear the cast of any
attorneys’ fees incurred or paid in connection with the preparation of the standard form of lease
for the Properties or any modifications thereto prepared for any particular tenant.

3.6 Representations Regarding leasing. Rooftop Broker represents and warrants
that it and its salespersons are fully qualified and licensed, to the extent required by law, to lease
real estate and to perform all obligations assumed by Rooftop Broker hereunder. Rooftop Broker

agrees to comply with all applicable faws now or hereafter in effect with respect to the same.

ARTICLE 4. DISPUTES
In the event of any dispute between Owner and Rooftop Broker relating to this Agreement, the
Properties or Owner or Rooftop Broker’s performance hereunder, Owner and Reoftop Broker
agree that such dispute shall be resolved by means of binding arbitration in accordance with the
commertial arbitration rules of the American Arbitration Association, and judgment upon the
award rendered by the arbitrator(s) may be entered in any court of competent jurisdiction.
Depositions may be taken and other discovery obtained during such arbitration proceedings to the
same extent as authorized in clvil judicial proceedings in the state where the office of Rooftop

Broker executing this Agreement is located. The arbitrator(s) shall be limited to awarding

“compensatory damages and shall have no authority to award punitive, exemplary or similar type

damages. The prevailing party in the arbitration proceeding shall be entitled to recover its

expenses, including the costs of the arbitration proceeding, and reasonable attorney's fees.

ARTICLE 5. COMPENSATION

( FAX NO. : @@90222 ( Oct. 89 2805 18:12PM PS
y

BoosFROM =
10/07/05 FRI 09:10 FAX 2122133747

( FAX NO. : gag@2aa (Det. @9 2005 10:13PM PE

Owner shall pay Rooftop Broker a Leasing Commission as set forth on Schedule “B” attached

hereto,
ARTICLE 6. TERMINATION AND RENEWAL
61 Termination. This Agreement shall be terminable by Owncr or Rooftop Broker

within thirty (30) days prior written notice from cither party, far any reason. This agreement can
be terminated immediately for cause by owner.

This Agreement shall automatically terminate with respect to the Property upon its
sale or its condemnation,
6.2 Renewal. Upon the expiration of the term specified i Article 2, this Agreement
shall automatically renew unless the Qwner or Rooftop Broker shall give written notice of
termination to the other party. Such notice to be given no later than sixty (60) days prior to the

expiration of the initial term and any succeeding renewal term.

ARTICLE 7. NOTICES:
All notices, approval, and reports provided for in this Agreement shall be in writing

and shall be given lo Owner or Rooftop Broker at the address or addresses set forth below. or at

such other addresses as either may hereafter specify in writing:

To Owner: KCTTCRING TOWER PARTNERS LLC
Urt Mermelstein, Partner
302 Fifth Avenue, 8th Floor
New York, NY 19001
212-679-7700 Tel.
212-279-1709 Fax.
MERMELSTET@aol.com

And

To Rooftop Broker: Scott Thamae, V.P. of Operations
Patriot Communications, LLC
602 West Market Street, Suite 11A
Germantown, Ohio 45327
(937) 238-5994 Tel.
(505) 212-6126 E-Fax

moosFROM =
10/07/05 FRI 09:19 FAX 2122139747

( FAX NO. : aaagRad ( Oct. 89 2045 12:14PM P?

sthomae@4rooftops.com
Any such notice or ather written communication may be mailed by US mail, Overnight Parcel, In
person, by fax, or by e-mail. Any such notice or other written communication shall be deemed to
have been given as follows: (I) when so mailed, as of the next business day after it was mailed;
and (ii) when delivered in person or by any other means, upon receipt. Either party may change

Its notice address by the glving of written notice to the other party,

ARTICLE 8, MISCELLANEQUS GENERAL PROVISIONS
51 No Assignment. This Agreement and any right hereunder shall not be assignable
by the Rooftop Broker, unless otherwise agreed by the Owner. The Rooftop Broker agrees,
understands and consents that it and their successors and assigns (whether by consolidation,
Merger or any other form of reorganization or by way of a transfer of all or substantially all of its
assets) are bound by the provisions of this agreement.

8.2 Complete Agreement; Amendments. This Agreement, including the Schedules

attached hereto ard referred to herein, constitutes the entire contract between the parties; no
oral or implied representations or understandings shall vary its terms? and It may not be amended
except by an instrument In writing executed by the parties hereto.

3.4 Miscellaneous, The failure of cither party to insist, in any one or more instances,
upan the performance of any of the terms, covenants or conditions of this Agreement by the
other party hereto, shall not be construed as a waiver or as a relinquishment of any right granted
hereunder to the party failing to insist on such performance, or as a waiver of the future

performance of any such term, covenant or condition, but the obligations hereunder of both

00610/07/05 FRI 09:20 FAX 2122133747

FROM C Fex NO. : gaggeae (bet. 29 2ee5 18: 14PH Fe

‘aro07

parties hereto shalt remain unimpaired and shall continue in full force and effect.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date

and year first above written.

WITNESS:

QWNER:
KETTERING TOWER PARTNERS LLC

By:
ri Mermelstein
Title;__Member fe lo fe ° on)

ROOFTOP BROKER:
PATRIOT COMMUNICATIONS LLC

Title:__V.P° of Operations

SCHEDULE A PROPERTY LOCATION/DESCRIPTION
SCHEDULE B SCHEDULE OF LEASING COMMISSIONS
SCHEDULE A

PROPERTY LOCATION AND DESCRIPTION

40 NORTA MAIN STREET, DAYTON, QHIO 45423

With the following legal déseription:‘ .
FROM = ( FAX NO. : gaageRa ( Oct. G9 2885 18:15PM Po

10/07/05 FRI 09:20 FAX 2122133747

SITUATED IN TIE COINTY OF MONTGOMERY, STATE OF CULO AND IN THE CYTY OF DAYTON AND BEING ZARTS OF LOTS NUMBERED ONF
MoURED FIVE (L0G), GRE MEORED STE (106, oN ATNDRED anon, (107) « RAD OWE HONORED FTGHT (FOB! OP THY, CONBECOTIVE
NUMER OF LOTS ON’ IME REVISED PLAT OF 2 OF DAYTON, AND MORK PARTICULAALY BUSCALAEO AS FOLLOWS:

+ vaRCeE 2

LOCATED TH THe CATY OF OAYTON, COUMTY OF MONTGOMERY, STALE OF OHIO AND BEING PARTS OF LOT NOS, LOG AND 107 OF THE
ABVIGED AND CCNZECUTTVE UeRLKS OF LUFE ON THE PLAT OF GAID GUY OF DAYTON, OHIO AND DSIRE A TRACT OF LAND
MECRIBED AS COLUOWS: SCGDETING Nx THE MORTINEST COANE OF SAID LOT NO. LUT AID SORTHMGET COREA sé2nG THS

NTERGECTIGN OF THO EAST LINE OT NORTN MAIN STREUT WITH THO SOUSH Live OF EAST SECOND ATAERT: TERKCE WITH TRE
SOU! Liss Os arn EAGT stLim STHeNe AND “hE now Lins CF SATD LOC NO. 107 AND UTS EASTHAM AXYENGLOR, “SAIC
EXTENSION BEING THE NOKTH LINE OF SAID LOT NO. 108 AND MAKING AN INTERIOR ANGLE WORK CRE GEST GIMP OF SAH LOT
0.407 O€ NINETY DEGREES FOUR ZONUYES viLnex SECONDS [90° 94 30") FOR THO KUNURED NNETY-SEVEN AND 60/100
1287-00) FRET TO THE NORTHEAST CORNER OF SAID LOT NO,106; THENCE SCUTHWARDLY HITE THE EAST LINE OF SATO LOT NO.
206 AND MASING AN INCPAIGR ANGLE WETH THE LACT MENTIONED COURSE OF EIGHYY-H1YE OECREES FIOTH-TIVE MINUVES THIRTY
SECONDS (89° 56° 30°) GOR NINETY-NINE AND 40/100 (85.40) FERT; ‘THENCE WESTRARDLY WITH TRE EASTHARN FRTENSION OF
‘INE GOUTM LINE OF SAID LOT NO.107 AND WI'H SHE SOUTA LINE OF SAID LOT NO.107 ANO MAKZNG AN INTERIOR ANSLE WITH THE
LAST-HENT Purchase Order

“I= Price Agreement
( Award of Contract

i Other

[7 Lease Agreement
T Estimate of Cosi
[7 Payment of Voucher

Lease Agreement

Justification and description of purchasa, contract oF payment:

Rooftop Lease Agreement at Kettering Tower, 40 North Main Street

The City of Dayton has negotiated a new 20-year lease agreement (with an option for early termination at the end of the

10" year) for an equipment room (290 Sq. Ft.) located on the 30"

Fund Title
Amount $ 1,858,152.10

SupplierVendor/Company/Individual:

NAME
ADDRESS

CiTY MANAGER’S REPORT

Date May 10, 2006

Code 10000-6480-1142-54

General

Kettering Tower Partners, LLC

P.O. BOX 71-4966

Columbus, OH 43271 -4966

floor and rooftop space for communication equipment at

Kettering Tower located at 40 North Main Street, Downtown Dayton, with Patriot Communications, Broker for Kettering

Tower Partners. The previous lease agreement expired February 1
_ 2006, at the rate of $5,200 per month. This equipment room and
erates the City’s communication systems for Police and Fire.

6, 2006, with.an extension granted through May 16,
rooftop space is for communication equipment that

The City has leased this space since 1986. The City will
ic utility costs) the first year with an annual 4% escalator

o
K ‘Settering Tower Partners $5,200 per month (includes electri

bbg:nning Year 2._The terms of this agreement will expire May 16,2026,—___—_-—---

Year 1 .___.__$5,200.00/mo. $62,400.00/yr. Year JL $7,697.27/mo. $92,367.24/yr. °
Year 2 $5,408.00/mo. $64,896.00/yt. Year 12 $8,005. 16/mo. $96,061.93/yr.
Year 3 $5,624.32/mo. $67,491 .84/yr. Year 13 $8,325.37/mo, $99,904.4 I/yr.
Year 4 $5,849.29/mo. $70,191.5 L/yr. Year 14 $8,658.38/mo. $103,900.59/yr.
Year 5 $6,083.26/mo. $72,999, 17/yr. Year 15 $9,004.72/mo. $108,056.61/yr.
Year 6 $6,326.60/mo. $75,919.14 /yr. Year 16 $9,364.91/mo. $112,378.87/yr.
Year 7 $6,579.66/mo. $78,955.91/yr. Year 17 $9,739.50/mo. $116,874.03/yr.
Year & $6,842.85/mo. $82,114.24 /yr. Year 18° $10, 129.08/mo. $121,548.99/yr,
Year 9° $7,116.56/ma. $85,398.7 Myr. Year 19 $10,534.25/mo, $126,420.95/yr.
Year 10 $7,401.22/mo, $88,814.66/yr. Year 20 $10,995.62/mo. $131,467.39/yr.

The attached certificate of funds in the amount of $41,600.00 covers payments May 15 through December 15, 2006.

Approved Affirmative Action Program on File [# Yes

CLV, ef

02,2006

[No(
{ |) MEMORANDUM

May 11, 2006
. TO: Law Department
City Commission. Office
City Manager’s Office
Finance Department

FROM: Fred Stovall, Director
Department of Public Works

SUBJECT: Request for Signatures

¢ : Please sign the -four-(4) attached copies of the Lease Agreement forrooftop-space at Kettering
_ bower-40N- Main Street. This Agreement was approved by the City Commission at their

meeting on-May. 10,.2006, City Manager’s Report #7... —.

Department and by Public Works and is ready

The Agreement has been reviewed by the Law
for your execution.

Ait.

signed copies released to Finance

od AAAAAnAnnnC

SCHEDULE C

Standard Rooftop Lease Agreement

LICENSOR: Kettering Tower Parners, LLC

1. Licensed Premises: Licensor is owner of the tower
site more particularly described on Exhibit B-1 attached hereto
and incorporated herein by this reference, {the “Site"), and
hereby Licenses to the Licensee, for the period, at the rent, and
upon the lerms and conditions hereafter set forth herein, the
tight to use that certain space within the Site also identified on
Exhibit 8-2 hereto (the “Licensed Premises”) for the installation
and operation of Licensee’s Permitted Equipment and Permitted
Frequencies as shown on the Attached Exhibit C. Licensor a'so
grants to Licensee a non-exclusive easement for reasonable
access thereto. Licensee agrees te take the Licensed Premises
in strictly “AS {S" condition, and acknowledges that Licensor
shall have no responsibility for the cufrent condition of the
Licensed Premises or any damage suffered by Licensee or any
other person due to such condition.

2. Tenm: The initial term of this License and any renewal
+erms (collectively the “Term”) shall be as identified on Exhibit A.
Licensee holds over with respect to the Licensed Premises
aiter expiration of the Term, the License term shalt revert to a
month-to-month term, and rent shall be one hundred fifty percent
(150%) of the Rent applicable to the Licensed Premises during
the last month of the preceding term.

3. Commencement Date: This license including the
rental rate, the date of escalation, and all applicable terms
shall be effective as of February 16" 2006 as marked in

Exhibit “A” Initial Term.
4 Rent and Other Charges:

(a) Licensee shall pay rent at the rate specified on Exhibit A
(the “Rent’). Rent for any fractional month at the beginning or
enc of a term shall be prorated. Rent shall increase as specified
con Exhibit A throughout the initial and any renewal term(s)

thereof.

(b) Any security deposit required hereby will be held in a non-
interest bearing account and shall be returned to Licensee thirty
(30) days (unless local Jaw requires a shorter period of time)
following the conclusion of the Term, provided Licensee is not
then in default, and ail equipment, to the extent required, has
besn properly removed and the Licensed Premises properly
restored.
{c) Licensee shalt pay promptly all charges, taxes,
zssessments and fees, if any, (exclusive of income taxes and
real property taxes) which may be imposed on or in connection
with, or otherwise contemplated by (8) this License; (ji) any

‘mitted Equipment or facilities owned, Licensed or used by

Jensee on the Licensed Premises or the Site (including,
‘without limitation, transmitters and antennas): (iii) Licensee's use

LICENSEE: City of Dayton, Ohio

or occupation of the Site; or (iv) federal, state or local
governments.

{d) If the Site is subject to a Prime Agreement (as hereafter
defined), and if Licensor’s payments due under such Prime
Agreement are (i) increased for any reason; and {ii} such
increase is in an amount greater than any rent increase set
forth herein, then the rent payable hereunder shail be
increased by a percentage equal to the percentage increase in
the payments due under the Prime Agreement.

(e) Licensee shall pay ail amounts that are due io Licensor
hereunder, inciuding rent, utilities and other charges imposed
hereby, by check, wire transfer, account auto debit or ACH
credit to Licenser's account as identified by Licensor no later
than the first business day of each calendar month that it is
due. If payment (including any applicable late tee) is not
received when due, Licensor may charge a late fee equal to
one and a half percent (114%) per month of the smount due {or
the maximum amount permitted by applicable law, whichever
is less) until paid in full. if Licensor designates that payment be
made by check, then such payment shall be delivered to:

Keltering Tower Partners, LLC
PO Box 71-4966
Columbus, Ohio 43274-4966

(e) Or such other location as Licensor may designat= in
writing from time to time.

fey innit i

(h) Notwithstanding anything contained above to the contrary,
Licensor reserves the right to invoice Licensee monthly, or
othenvise more frequently inveice Licensee, for forestry/permit
fees, air handling charges/surcharges, _utility/electric
consumption, and other expenses incurred by Licensor with
respect to Licensee’s occupation of the Licensed Premises,
and ctherwise due and payable pursuant to the terms of the

Single Site License.

5. Utilities: The attached Exhibit A identifies the manner
and/or mechanism for utility consumption, including the
method for payment therefore. ff not identified therein,
Licensee shall obtain electrical power and other ulilities solely
al its own expense.C 6?

Representations and Acknowledgements:

(a) Licensee represents and warrants that it is legally
qualified under applicable FCC rules, regulations, andfor
guidelines to own and operate its Permitted Equipment and
Permitied Frequencies anid covenants that it will: (i) operate its
Permitled Equipment and Permitted Frequencies within all
material technical parameters of, and otherwise according to,
all FCC rules, regulations,

Case Info

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Document Filed Date

February 12, 2007

Case Filing Date

February 12, 2007

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Complaint,Petition: PATRIOT COMMUNICATIONS LLC vs KETTERING TOWER PARTNERS LLC

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