LEASE AGREEMENT
THIS LEASE AGREEMENT (“Lease”) is made this ___ day of
_____________, 20__ (the “Effective Date”) by and between
__________________________, a ________________________
(the “Lessor”), whose address is
________________________________, and Telecom Partners
Group Corp., a California corporation, d/b/a ATS Communications
(the “Lessee”), with a mailing address of 4195 Chino Hills Parkway,
Suite 605, Chino Hills, CA 91709. Lessor owns the Property (as more
particularly described in Exhibit 1)
1. LEASE. Lessor hereby leases a portion of the Property
owned by Lessor measuring approximately Twenty-Five (25) square
feet as depicted on attached Exhibit 2 (the “Premises”). Lessee and
its agents, engineers, surveyors, contractors, subcontractors,
vendors, and other representatives have the right to enter the
Property to inspect, examine, conduct tests or studies of the
Property and/or the Premises (collectively, the “Tests”). Lessee
shall obtain at its sole cost, without limitation, required zoning,
permits, construction permits, and/or building permits (collectively,
the “Government Approvals”), and ordering and/or scheduling of
separate utilities if necessary. Lessor acknowledges and authorizes
Lessee to sublet the Premises.
2. TERM. This Lease is effective upon full execution. The term
shall be for a period of ten (10) years (“Term”), following the Rent
Start, defined below. Should Lessee hold over the after the
expiration of the Term such holdover shall be a monthly tenancy
upon the same terms and conditions of this Lease. If at any time
Lessee determines, in its sole and absolute discretion that the
Premises is no longer suitable, Lessee shall have the right to
terminate this Lease upon thirty (30) days written notice to Lessor.
3. RENEWAL. Lessee is hereby granted the right and option
to automatically extend the term of this lease for four (4)
successive periods of five (5) years each (each a “Renewal Term,”
collectively, the “Term”).
1. RENT. Lessee shall pay Rent to Lessor, via Lessee’s lockbox
servicer, beginning upon the first day of the first full month
following the Rent Start a monthly rental payment of One
Thousand Fifty and 00/100 Dollars ($1,050.00) (“Rent”), on or
before the fifteenth (15th) day of each calendar month in arrears.
Lessee shall commence payment of Rent upon the earlier of the
date that Lessee delivers notice of Rent commencement, or the
date Lessee begins construction at the site (the “Rent Start”).
2. TAXES. Lessor shall pay when due all taxes, fees, and
assessments attributable to the Property and Premises, and
indemnifies Lessee for any lack of payment. Lessee shall reimburse
Lessor for any real property taxes directly attributable to Lessee's
improvements to the Premises.
3. USE. The Premises are being leased for the purpose of
constructing, installing, securing, operating, and maintaining
communications equipment, cameras, receivers, dishes, mounting
structures, and any similar, necessary and/or related equipment
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(“Receivers”). Lessee has the right to place Receivers on the
Property within the Premises and to alter, supplement, and/or
modify the Premises as may be required by law, or otherwise as
necessary hereunder. Lessee may make any improvement,
alteration or modification to the Premises or Receivers deemed
appropriate or necessary by Lessee.
4. ACCESS. As part of the Premises, Lessor grants to Lessee, and
its guests, agents, contractors, subcontractors, vendors, lessees,
and assigns, a nonexclusive license for unrestricted, free access to
the Premises and Receivers seven (7) days a week, twenty-four (24)
hours a day. Lessee will comply with Lessor’s reasonable security
procedures.
5. UTILITIES. Lessor grants Lessee the right to use electrical
supply at Lessor’s Property and, if necessary, a non-exclusive
license for utilities as part of the Premises for the construction,
installation, operation, and maintenance of electric and telco
facilities including the right to reconstruct, improve, add to,
enlarge, change, and remove such facilities, over, across and
through the Property for the benefit of, and access to, the
Premises. Lessee’s rights herein shall also apply to any utility
company or as necessary for Lessee’s safe and efficient use and
enjoyment of the Premises.
8. EQUIPMENT, FIXTURES AND SIGNS. The Receivers, all
improvements, equipment, or other property attached to or
otherwise brought onto the Premises shall at all times be the
personal property of Lessee. Within a reasonable time after
termination hereof, Lessee shall remove their equipment,
structures, fixtures, signs, and personal property from the
Premises. Lessor waives any lien rights.
9. ASSIGNMENT. Lessee may assign this Lease to lenders,
investors, and acquirers. Lessor may not assign this Lease, nor any
rights or obligations thereunder, to any person or entity without
the prior written consent of Lessee, which may be withheld in
Lessee’s sole discretion.
10. WARRANTIES AND REPRESENTATIONS.
(a) Lessee shall peaceably and quietly hold and enjoy the
Premises for the Term.
(b) Lessor warrants that Lessee shall not be liable for any
hazardous materials, substances, or wastes on, under, or about the
Property prior to Lessee’s occupancy of the Premises, and Lessee
shall not be liable for any violation or environmental law related to
the Property prior to Lessee’s occupancy of the Premises.
(c) Lessor hereby agrees to indemnify, defend, and hold
harmless Lessee and its officers, directors, shareholders, agents,
and attorneys for, from, and against all damages asserted against
or incurred by any of them by reason of or resulting from a breach
by Lessor of any representation, warranty, or covenant of Lessor
contained herein or in any agreement executed pursuant hereto.
(d) Lessor shall cooperate with Lessee in the fulfilment of the
rights granted hereunder, including but not limited to obtaining
Government Approvals, W-9, review and approval of plans and
drawings (prepared at Lessee expense), documentation required by
lenders of Lessor or Lessee, access and utility easements, and any
other tasks or documents necessary to Lessee’s use and operation
of the Receivers without payment of additional rent, fees, or other
compensation (“Lessor Documentation”). Lessee shall be under no
obligation to pay Rent unless or until Lessee has received Lessor
Documentation.
11. INSURANCE. Lessee 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 $250,000. All insurance
policies required to be maintained by Lessee hereunder shall be
with responsible insurance companies, authorized to do business in
the state where the Property is located if required by law. Lessee
shall demonstrate such insurance coverage by delivering to Lessor
a Certificate of Insurance. Lessor shall carry general property fire,
hazard, and casualty insurance appropriate for Lessor’s
improvements on Lessor’s Property, and in such amounts to cause
the replacement/restoration of the Property in the event of
casualty. Each party waives any right to seek or be awarded
indirect, special, incidental, punitive, or consequential damages in
connection with any dispute related hereto. The prevailing party
shall be entitled to recoup attorney fees, costs, and interest.
12. INTERFERENCE. Lessee shall use commercially reasonable
efforts to refrain from interfering with Lessor’s ordinary business.
Lessor shall not engage in any activity which interferes with
Lessee’s use hereunder, and will not grant any interest which
interferes with Lessee.
13. EXCLUSIVE RIGHT TO ACQUIRE. Lessee has the sole and
exclusive right to acquire Lessor’s interest in this Agreement.
(b) This Lease shall run with the land. A memorandum of
this Lease may be recorded at Lessee expense.
(c) Any amendment to this Lease must be in writing and
executed by both parties.
(d) 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.
(e) Failure of party to exercise any of a party’s rights shall
not be a waiver of such rights.
(f) This Lease shall be governed by and construed in
accordance with the laws of the state in which the Premises are
located.
(g) The parties agree that, within ten (10) days of receipt of
a written request, either shall provide an estoppel certificate as to
any matters reasonably requested by the requesting party.
(h) Notwithstanding anything to the contrary herein,
Lessee and Lessor shall not be in default for any reason during a
force majeure event, including but not limited to pandemic or
other declared state of emergency.
SIGNED:
LESSOR:
Lessor Entity
A/An
By:
Signatory/Lessor Name
Title:
Date:

14. DEFAULT. The failure of Lessee or Lessor to perform any of

the covenants of this Lease shall constitute a default (including the
Lessor’s duty to cooperate and provide Lessor Documentation).
The non-defaulting party shall give the other written notice of such
LESSEE: Telecom Partners Group Corp., a California corporation,
default, and the defaulting party shall cure such default within d/b/a ATS Communications
thirty (30) days after receipt of such notice. If the default cannot
reasonably be cured within thirty (30) days, the time to r cure shall By:
be extended as may be necessary to cure the default provided that Name: Tony Ingegneri
the defaulting party undertakes to cure the default, promptly, Its: President
diligently and to completion. The non-defaulting party shall have Date:
all remedies available either at law or in equity, including the right
to terminate this Lease.

15. NOTICES. All notices shall be in writing, 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 the addresses below, or to such other address that
a party below may provide from time to time.

16. MISCELLANEOUS.
(a) 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.

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 EXHIBIT 1

Legal Description of the Property

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 EXHIBIT 2

The Premises

The Premises is depicted/described as follows and may be replaced by a site plan at a later date:

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