Easement Agreement

EASEMENT AGREEMENT

This EASEMENT AGREEMENT (this “Agreement”) is made and entered into , 2026 (the “Effective Date”), by The City of Erlanger (“Grantor”) and T-Mobile Central LLC, (“Grantee”).

RECITALS

WHEREAS, Grantor is the owner of certain real property located in Erlanger, Kentucky more particularly described on the deed recorded in the real estate records of the Kenton County Clerk’s records and attached hereto and incorporated herein as Exhibit A (the “Grantor Property”);

WHEREAS, Grantee desires to use a portion of the Grantor Property for Grantee ingress and egress over and across to the cell tower located on the adjacent property in accordance with applicable laws.

WHEREAS, Grantor has agreed to grant an easement to Grantee on the Grantor Property in accordance with the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the recitals set forth above and other good and valuable consideration, the adequacy and receipt of which is hereby acknowledged, the parties hereby agree as follows:

1. Grant; Nature of Interest

Grantor grants to Grantee an irrevocable, non-exclusive easement over a portion of the Grantor Property in Kenton County, Kentucky, as described in Exhibit A and depicted in Exhibit B (the “Easement Area”), solely for the Permitted Use. As used in this Agreement, “Permitted Use” shall mean the construction, operation, maintenance, repair, replacement, upgrade, and removal of an easement for the purpose of utilities and/or ingress/egress solely related to the Permitted Use.

2. Ingress and Egress; Use.  

Grantee shall have the right of ingress and egress over and across the Easement Area.  Grantee shall have the right of access to the Easement Area over and across Grantor’s Property to enable Grantee to exercise its right hereunder and shall have a 24-hours-a-day, 7-days-a-week access on or through the Easement Area.  Grantee shall not use the Easement Area granted herein for any use prohibited by or in violation of the terms of this Agreement or applicable laws, rules or regulations, including applicable noise abatement and environmental statutory provisions and regulations.  Grantee shall have the right to install, maintain, repair, replace, relocate, and upgrade utility lines, conduits, cables, and related equipment within the Easement Area.  Grantor shall not grant any easement, license, or right  on Grantor’s Property that conflicts with or impairs Grantee’s rights under this Agreement.

3. Duration.  

The initial term of this Agreement (the “Initial Term”) shall commence on the date of this Agreement and continue for a period of ten (10) years.  The Initial Term will be automatically extended for three (3) renewal term periods of five (5) years each, unless Grantee, upon at least sixty (60) days notice to Grantor, notifies Grantor of Grantee’s intent not to renew the Agreement. Grantee shall also have the right to terminate this Agreement at any time and for any reason, upon thirty (30) day’s prior written notice to Grantor.

4. Fees; Compensation; 

4.1 Grantee shall pay a one-time payment of Ten Thousand Dollars ($10,000.00) to Grantor within 120 days of the Effective Date. Grantee shall pay to Grantor an annual easement fee of One Thousand Dollars ($1,000.00) (“Easement Fee”), payable in advance on or before January 1 of each calendar year (or prorated for any partial year). The Easement Fee shall increase annually on each anniversary of the Effective Date by two percent (2%),

4.2  Late Payments. If any payment is not received when due, and Grantor shall provide a ten (10) days notice thereof, ny payment still not received after such ten (10) day period shall be subject to:

  • A late fee equal to five percent (5%) of the overdue amount.

Acceptance of late payments shall not constitute a waiver of Grantor’s rights or remedies.

Notwithstanding the foregoing, if Grantor has not received a required payment when due, Grantor shall provide written notice to Grantee of the non-receipt of payment. Grantee shall have thirty (30) business days following receipt of such notice to investigate the matter and remit payment or provide reasonable evidence that the payment was timely transmitted.

5. Insurance

5.1 The Grantee shall maintain, and by its acceptance of the Agreement specifically agrees that it will maintain, throughout the term of the Agreement, liability insurance insuring the Grantee in the amount and in the terms at least as follows: 

Workers’ Compensation Statutory Limits

Commercial General Liability: $5,000,000 per occurrence, $10,000,000 General Aggregate

Commercial Auto Liability including coverage on all owned, non-owned hired autos: $2,000,000 per occurrence

Umbrella Liability: $5,000,000 per occurrence and in the aggregate

Insurance coverage shall be provided through insurance companies licensed or authorized to do business in the Commonwealth of Kentucky with a Best Rating of A- or better. Certificates of insurance must be provided to the Grantor within 30 days of the Effective Date.

5.2 Additional Insured. Grantor, including its elected officials, officers, employees, agents, and volunteers, shall be included as additional insureds on all Commercial General Liability and Commercial Automobile Liability policies required under this Agreement.

5.3 Such coverage for Commercial General Liability and Commercial Automobile Liability policies shall:

  • Apply for claims arising out of Grantee’s operations, negligent acts or willful misconduct on a primary and non-contributory basis with respect to any insurance or self-insurance maintained by Grantor;
  • Include coverage for ongoing and completed operations;
  • Not be limited by any act or omission of Grantee; and 
  • Be provided by blanket endorsement reasonably acceptable to Grantor.

5.4 Waiver of Subrogation. Grantee hereby waives, and shall require its insurers to waive, all rights of subrogation against Grantor and its elected officials, officers, employees, agents, and volunteers for losses arising out of or related to this Agreement. Grantor hereby waives, and shall require its insurers to waive, all rights of subrogation against Grantee and its officers, employees, and agents, for losses arising out of or related to this Agreement.

5.5 Cancellation . All policies shall provide that Grantor shall receive not less than thirty (30) days’ prior written notice of cancellation or non-renewal.

5.6 Intentionally Omitted.

5.7 No Limitation of Liability. The insurance requirements set forth herein shall not be construed to limit Grantee’s liability under this Agreement.

6. Indemnification. 

The Grantee shall, at its sole cost and expense, fully indemnify, defend and hold harmless the Grantor  and the Grantor’s officers, boards, and all members, commissions and employees against any and all claims, suits, actions, liability and judgments for damages and liabilities assumed by the Grantor  in connection therewith to persons or property in any way:

A. Arising out of or through the negligent acts or omissions of the Grantee, its servants, agents or employees in the construction or operation of its facilities at the Grantor Property;

B. Arising out of any claim based solely on the acts or omissions of the Grantee for invasion of the right of privacy, for defamation of any person, firm, or corporation, or the violation, infringement or dilution of any copyright, trademark, trade name, service mark or patent; and

C. Arising out of the Grantee’s failure to comply with the provisions of any federal, state or generally applicable local statute, ordinance or regulation applicable to Grantee’s use of the Easement Area.

Notwithstanding anything to the contrary set forth herein, Grantee shall not be responsible for any claims arising from the negligence or intentional conduct of Grantor, its employees, its agents or independent contractors.

7. Removal

7.1 Removal Upon Termination or Revocation. Upon expiration, termination, or revocation of this Agreement for any reason, Grantee shall, at its sole cost and expense,  restore the property to a condition equal to or better than its condition prior to installation, reasonable wear and tear and damage by casualty excepted, within one hundred twenty (120) days after such termination.

7.2 Failure to Remove; Abatement by Grantor. If Grantee fails to timely remove its equipment from the Easement Area as required hereunder, Grantor may, upon fifteen (15) days’ written notice to Grantee, reasonably restore the Easement Area. Grantee shall reimburse Grantor for all reasonable, out-of-pocket costs incurred, payable within thirty (30) days of reasonably substantiated invoice.

7.3 No Compensation; Waiver of Claims. Grantee expressly acknowledges that it shall not be entitled to any compensation, damages, or claims against Grantor arising from any removal, or modification required under this Section, except to the extent caused by Grantor’s gross negligence or willful misconduct.

7.4.Survival. The obligations of Grantee under this Section shall survive termination or expiration of this Agreement.

8. Assignment; Transfer; Change of Control

8.1 Consent Required. Grantee shall not assign, transfer, convey, sell, lease, sublease, license, encumber, or otherwise dispose of this Agreement or any of its rights or interests hereunder, in whole or in part, whether voluntarily, involuntarily, by operation of law, or otherwise, without the prior written consent of Grantor, which may be granted, or conditioned in Grantor’s reasonable discretion, excepting Section 8.4 below. Grantor’s consent shall not be unreasonably withheld, conditioned, or delayed.  Any attempted assignment or transfer without such consent shall be void and of no force or effect.  

8.2 Change of Control. Any change of control of Grantee, excepting Section 8.4 below, shall be deemed an assignment requiring Grantor’s prior written consent pursuant to the terms of this Agreement. For purposes of this Section, a “change of control” includes, without limitation:

  • The direct or indirect sale, transfer, or issuance of a majority of the ownership or voting interests of Grantee;
  • Any merger, consolidation, or reorganization resulting in a change in controlling ownership;
  • The sale or transfer of substantially all of Grantee’s assets related to the equipment at the Easement Area; and 
  • Any transaction or series of transactions that results in a different entity or group exercising control over Grantee.

8.3 Conditions of Consent. As a condition of granting consent, Grantor may require:

  • The proposed assignee to reasonably demonstrate reasonable financial, technical, and operational capability;
  • Written assumption of all obligations under this Agreement arising after the date of such transfer in a form reasonably acceptable to Grantor;
  • Updated insurance certificates;
  • Payment of a $1,000 assignment review fee; and
  • Cure of any existing defaults beyond the expiration of any notice and cure periods set forth herein by Grantee.

8.4 Permitted Transfers (Limited Exception). Assignment to (i) a wholly owned affiliate of Grantee, a parent, subsidiary, or affiliate of Grantee or Grantee’s parent; (ii) the successor or surviving entity resulting from a merger or other plan of reorganization with Grantee; or (iii) an entity which acquires more than 50% of either an ownership interest in Grantee or the assets of tenant in the “Metropolitan Trading Area” or “Basic Trading Area” (as those terms are defined by the Federal Communications Commission) in which Grantor’s Property is located may be permitted upon written notice to Grantor, provided that the assignee assumes all obligations under this Agreement arising after the date of such assignment and All insurance requirements under this Agreement are satisfied.

8.5 No Release; Continuing Liability. Unless expressly released in writing by Grantor, Grantee shall remain liable for all obligations under this Agreement arising prior to  any approved assignment or transfer.

8.6 Financing; Security Interests. Any pledge, mortgage, or grant of a security interest in this Agreement shall require Grantor’s prior written consent (not to be unreasonably withheld, conditioned or delayed). Any lender or secured party shall agree in writing that its rights are subordinate to the Grantor’s rights, including termination and relocation rights under this Agreement.

8.7 Notice. Grantee shall provide Grantor with written notice of any proposed assignment, transfer, or change of control, together with all information reasonably necessary for Grantor to evaluate the request.

8.8 Survival. The provisions of this Section shall survive any assignment or transfer of this Agreement.

9. Default and Remedies

9.1 Security Required. Grantee shall provide to Grantor, and thereafter maintain in full force and effect, a performance bond or irrevocable standby letter of credit in the amount of  Ten Thousand Dollars ($10,000) (“Performance Security”), in a form and issued by a surety or financial institution reasonably acceptable to Grantor.

9.2 Purpose. The Performance Security shall guarantee the full and faithful performance by Grantee of all obligations under this Agreement, including but not limited to:

  • Restoration of the Easement Area;
  • Payment of all fees, charges, and other amounts due to Grantor;
  • Relocation, and removal obligations; and
  • Compliance with applicable laws and permit conditions.

9.3 Form; Term. Any letter of credit shall be:

  • Irrevocable, unconditional, and payable at sight;
  • Issued by a financial institution authorized to do business in Kentucky with a reasonably satisfactory credit rating;
  • In a form reasonably acceptable to Grantor and permitting partial and multiple draws; and
  • Maintained continuously for the term of this Agreement and any period thereafter during which obligations remain outstanding.

Any bond shall be issued by a surety licensed in Kentucky with a rating reasonably acceptable to Grantor.

9.4 Draws by Grantor. Grantor may draw upon the Performance Security, in whole or in part, upon written demand, if Grantee:

  • Fails to perform any obligation under this Agreement beyond the expiration of any notice and cure periods set forth in this Agreement;
  • Fails to pay any amounts due to Grantor beyond the expiration of any notice and cure periods set forth in this Agreement;
  • Otherwise is in default under this Agreement beyond the expiration of any notice and cure periods set forth in this Agreement.

Grantor shall not be required to obtain a judgment or exhaust other remedies prior to making a draw. 

9.5 Replenishment. If Grantor properly draws upon the Performance Security, Grantee shall replenish the full amount of such security within One Hundred  Twenty (120) days after written notice from Grantor .

9.7 Survival. The Performance Security shall remain in effect until all obligations of Grantee under this Agreement, including removal and restoration, have been fully satisfied.

10. Default and Remedies

10.1 Events of Default. Each of the following shall constitute an “Event of Default” by either party:

  • Failure to pay any fee or amount due within thirty (30) days after written notice;
  • Failure to comply with any material term, covenant, or condition of this Agreement within ninety (90) days after written notice ;

10.2 

Grantor Interference. Grantor shall not unreasonably interfere with Grantee’s exercise of the easement rights expressly granted by this Agreement; provided, however, that Grantor reserves the right to temporarily restrict or interfere with such access in the event of an emergency affecting public health, safety, or welfare, or as otherwise required by law. In the event of an alleged interference, Grantee shall provide written notice to Grantor and the parties shall cooperate in good faith to resolve the matter within 24 hours. Nothing herein shall be construed as a waiver of any governmental immunity, sovereign immunity, or other immunity, defense, or limitation of liability available to Grantor under applicable law.

10.3 Remedies. Upon the occurrence of an Event of Default, Grantor and Grantee shall have the right, at its option and in addition to any other rights available at law or in equity, to:

  • Terminate or revoke this Agreement;
  • Exercise self-help, including performing Grantee’s obligations;
  • Draw upon Performance Security;
  • Recover all reasonable, out-of-pocket damages, costs, and expenses incurred by the other party, including reasonable attorneys’ fees;
  • Suspend permits, approvals, or access rights granted in this Agreement; and
  • Seek injunctive or equitable relief.

10.4 Cumulative Remedies. All rights and remedies of each party under this Agreement shall be cumulative and not exclusive, and the exercise of any one remedy shall not preclude the exercise of any other.

10.5 No Waiver. Failure by either party to insist upon strict performance of any provision shall not constitute a waiver of such party’s rights. Any waiver must be in writing and shall apply only to the specific instance stated.

10.6 Emergency Action. Notwithstanding any cure period, Grantor may take immediate action where reasonably necessary to protect public health, safety, or welfare.

10.7 Survival. All provisions relating to payment obligations, indemnification, removal, restoration, and Performance Security shall survive termination of this Agreement.

11. Governing Law, Entire Agreement, Amendments.  

This Agreement shall be governed by the law of the Commonwealth of Kentucky and constitutes the entire agreement between Grantor and Grantee relating to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, negotiations, representations, statements, and discussions between the parties, whether oral or written.  This Agreement may be modified or amended only by a writing signed by each of the parties hereto or their permitted successors or assigns.

12. Venue.  

Jurisdiction for any such action shall be exclusively vested in a federal or state court in the Commonwealth of Kentucky.

13. Counterparts.

This Agreement may be executed in counterparts, each of which shall constitute an original and together which shall constitute one and the same document. Enforcement; Venue.  Signed, scanned and emailed copy and electronic copies of this Agreement shall legally bind the parties to the same extent as original documents. The terms of this Agreement may be enforced by either party. Jurisdiction for any such action shall be exclusively vested in a federal or state court in the Commonwealth of Kentucky.

14. Recording

A Memorandum of this Agreement in  the form reasonably agreed to by the parties may be recorded in the Kenton County Clerk’s Office.

16. Quiet Enjoyment/Authority.  Grantor covenants that Grantee shall peaceably and quietly enjoy the Easement Area without disturbance by Grantor or any person claiming through Grantor.  Grantor covenants and warrants to Grantee that Grantor has full right, power and authority to execute this Agreement.  This Agreement shall run with the Property and shall be binding upon and inure to the benefit of the parties, their respective successors, personal representatives and assigns.