For general information only. Not legal advice.

1) What the Deal Really Is: “Rooftop Cell Site Leasing” in Plain Terms

A rooftop cell site arrangement typically lets a telecommunications company (or a “tower company”) install and operate equipment on your roof—usually a mast/pole, antennas, radio units, cables, and supporting cabinets—plus access to power and a path for fiber/backhaul. In exchange, you receive rent and (sometimes) additional payments for utilities, structural works, or co-location.

In the Philippines, these arrangements are commonly structured as:

Lease of a defined rooftop area (most common): a metes-and-bounds (or plan-based) portion of the roof plus right of access and right to run cables.
Lease + license package: “lease” for the equipment area, “license” for access corridors, cable trays, and temporary construction staging.
Easement / right-of-way style grant for cable routing: especially when fiber must traverse other parts of the building.
For condominiums: often a lease or license granted by the condominium corporation for use of common areas.

The legal label matters less than the substance: exclusive vs. non-exclusive use, duration, rights to enter, rights to add equipment, and who bears risk.

2) Key Players and Who Must Consent

A. If you own a standalone building/house

Usually, the titled owner’s consent is enough—but watch for third-party rights:

Mortgagee/bank: some mortgage contracts restrict leasing or granting rights over key building components; the bank may need consent.
Co-owners: if the property is co-owned, the level of consent needed depends on the arrangement and internal authority; expect tower companies to require all co-owners’ signatures or a clear authority document.
Lessee/tenant (if your building is leased to a tenant): your lease to the tenant may limit what you can install and when you can enter. You may need tenant consent for access routes, shutdowns, and power taps.

B. If it’s a condominium

This is where deals fail most often if consent is mishandled.

The roof is commonly a “common area” even if it feels “attached” to top-floor units.
The condominium corporation (or its board/authorized officer under the by-laws) usually must approve leasing of common areas.
Sometimes additional approvals are required by:
- the unit owners (depending on the master deed/by-laws and whether the lease is considered an act of ownership/administration),
- the developer (if retained rights exist), or
- the homeowners’ association for horizontal developments with restrictions.

If the counterparty is pushing you to sign “as owner” of a penthouse unit but the roof is a common area, treat that as a red flag. The safer path is a contract with the legally authorized entity that controls the roof and access.

3) Permits and Government Clearances: What Typically Applies

Cell sites are regulated and heavily permit-driven because they are a mix of (a) construction/structural works, (b) electrical works, (c) land use/zoning, and (d) telecom operations.

Below is a practical “permit map.” Not every item applies to every site, but these are the usual buckets.

A. Local Government Unit (LGU) requirements (often the longest pole)

Barangay clearance (commonly required for business/building activities)
Zoning/locational clearance (to confirm the site is allowed under local zoning and land use rules)
Building permit for structural installation (mast, platform, equipment supports, cable trays, penetrations)
Electrical permit (new electrical runs, panels, ATS/transfer switches, grounding, lightning protection)
Mechanical permit (if the site includes HVAC units or gensets; rooftop sites sometimes do)
Occupancy-related clearance (varies; some LGUs treat additions as requiring inspection/clearances)
Mayor’s/business permit for the operator (usually handled by the telco/tower company, but you’ll feel the impact because your lease timeline depends on it)

B. Fire and life safety

Fire safety inspection is commonly required where there are electrical works and equipment installations. The site design typically must account for cable routing, penetrations, and fire stopping.

C. Structural and engineering compliance

Even if the mast looks “light,” the safety concerns are real:

wind load, seismic load, roof waterproofing integrity,
anchorage and corrosion protection,
fall protection and roof access safety.

Tower companies typically require:

a structural analysis by a licensed structural engineer,
“as-built” plans and roof reinforcement design (if needed),
certifications upon completion.

D. Telecommunications regulatory side

The National Telecommunications Commission regulates telecom/radio operations. In practice, the operator (telco/tower company) handles telecom regulatory compliance, but your contract should require them to:

warrant they have authority to operate,
comply with radio frequency and emissions standards,
secure necessary registrations/permits for equipment.

E. Environmental and community-impact compliance

Depending on project specifics and local rules, a site may be asked for environmental documentation or certificates. The operator usually prepares these, but your contract should allocate responsibility clearly and require compliance with applicable environmental and waste disposal rules (e-waste, batteries, oils if gensets exist).

F. National policy on streamlining

The Department of Information and Communications Technology has been involved in national efforts to streamline permitting for telecom infrastructure. Even with streamlining policies, real-world processing still depends on LGU implementation—so your lease should not assume a fixed permit timeline.

4) The Transaction Timeline: How Rooftop Leases Usually Progress

Site offering & initial survey
- rooftop photos, access route review, proximity to neighbors, basic feasibility
Non-binding documents
- letter of intent (LOI), term sheet, or “site reservation” (sometimes with small reservation fee)
Due diligence
- title review, authority/consent checks, structural assessment, utility capacity, zoning
Draft lease & negotiation
Permitting & detailed engineering
Construction & installation
Commissioning
Operations and maintenance
Possible co-location additions (additional tenants or added equipment on the same support)

A well-written contract anticipates that permitting and construction can stall—and it tells you what happens to exclusivity, reservation fees, and deadlines.

5) Contract Structures: Lease vs. License vs. Easement (and Why It Matters)

Lease (stronger possession rights for the operator)

Operator has the right to occupy a defined area for a term.
More “real right” flavor when long-term and exclusive, sometimes capable of annotation on title (practically useful for lenders/operators).
Can constrain you more: access obligations, non-interference, and termination limits.

License (permission, usually revocable, but often drafted to be durable)

Easier to terminate in theory, but tower company drafts often make it practically non-revocable during term.
Used for access corridors and cable routes.

Easement/right-of-way (common for fiber/cable routing)

Focused on passage (cables, conduits) rather than occupancy.
Important when routing crosses other owners’ areas.

Practical point: tower companies often present a “lease” that includes license and easement features. Don’t get stuck on the label—focus on the rights actually granted and how termination works.

6) The Business Terms That Drive Value

A. Rent models you’ll see

Fixed monthly rent for the primary equipment area
Escalation: annual percentage increase or step-up every few years
Additional rent for co-location (when additional operators are added)
One-time fees:
- signing bonus,
- roof reinforcement cost coverage,
- access improvement reimbursements.

B. What affects rent level (in practice)

location, network demand, scarcity of suitable rooftops,
building height, line-of-sight advantages,
ease of permitting in that LGU,
structural readiness and available power,
ability to allow co-location.

C. Utility payments

Your deal should clearly allocate:

electricity cost (submetering is common),
backup power fuel (if genset exists),
water usage (rare),
internet/fiber route costs (usually operator’s).

7) Owner Rights: What You Can (and Should) Protect

A. Control and safety on your own building

You can require:

engineering method statements and approved plans before work starts,
compliance with building code and safety standards,
work hours (with emergency access exceptions),
supervision protocols and sign-in/out logs,
use of PPE and fall protection,
rules for crane lifts and staging areas.

B. Protection against damage

Your roof is vulnerable. Require:

waterproofing protection plan for any penetrations,
responsibility for leaks traced to the installation,
timelines for repairs,
quality of materials and corrosion protection.

C. Non-interference with your building operations

Reserve your rights to:

conduct building repairs and renovations,
relocate equipment temporarily or permanently only under tightly negotiated conditions (tower companies strongly resist relocation unless you pay),
install your own building systems (solar, HVAC, signage) provided you don’t interfere with telecom operations.

D. Neighborhood and nuisance concerns

Owners commonly worry about:

noise (fans, gensets),
visual impact,
perceived health concerns.

You can require:

noise limits at property boundaries (or at certain hours),
shielding/enclosures,
compliance with emissions standards,
complaint-handling procedures.

E. Termination rights (your exit strategy)

You should push for termination rights tied to:

non-payment,
material breach not cured,
illegal operation or loss of authority to operate,
safety violations,
unauthorized expansion beyond approved plans.

And define what happens on termination:

decommissioning,
removal,
restoration.

8) The Risk Terms That Make or Break the Contract

These are the clauses where rooftop leases quietly transfer major risk to owners. Handle them carefully.

A. Indemnity

A typical draft indemnity favors the operator and tries to make the owner waive everything. A balanced approach:

operator indemnifies owner for claims, injuries, regulatory violations, and property damage arising from installation/operation,
owner indemnifies operator only for owner’s willful misconduct or structural defects unrelated to the installation.

B. Insurance

Require the operator to maintain:

general liability insurance,
contractor’s all-risk during construction,
workers’ compensation / employee coverage (as applicable),
property/equipment insurance.

Specify:

minimum coverage amounts,
owner as additional insured,
proof of renewal annually,
that coverage applies to subcontractors.

C. Liability caps and waivers

Many operator templates:

cap their liability to a few months’ rent,
exclude consequential damages broadly (which might include leak damage affecting tenants).

If you accept caps, carve out:

bodily injury/death,
gross negligence/willful misconduct,
environmental contamination,
unpaid rent and utility reimbursements,
damage to waterproofing/structure.

D. Subcontractors and access control

Operators use multiple contractors. Your contract should require:

licensed contractors,
compliance with building rules,
background/security requirements,
responsibility for contractor acts and omissions,
cleanup and debris removal.

9) Exclusivity, Co-Location, and “Right to Add Equipment”

A. Exclusivity

Operators often demand exclusivity on your roof or even the whole building to block competitors. Exclusivity has a price; if you grant it:

limit it to a defined area,
limit it to a defined technology or antenna type (if possible),
require higher rent and/or co-location revenue sharing.

B. Co-location revenue

If the operator can host multiple telcos on your roof:

you can negotiate a co-location fee per additional tenant,
or a percentage share of additional revenue,
or a stepped rent increase when equipment load increases.

C. “Additional equipment” clause

Watch for language letting them add “such additional equipment as needed” without consent. Safer drafting:

additions require your written approval and proof of structural adequacy and permit compliance,
additions must not exceed specified weight, wind profile, or footprint,
additions must not block other rooftop uses or access paths.

10) Access Rights: The Quietest Clause with the Biggest Day-to-Day Impact

A rooftop cell site is not a “set and forget” installation. Access is frequent: maintenance, upgrades, outages, alarms.

Define clearly:

permitted access hours (with emergency carve-outs),
notice requirements (24–72 hours typical for non-emergency),
escort requirements (owner security, guard sign-in),
which areas they may traverse,
roof keys, lockboxes, and security protocols,
liability for access-related incidents.

Also decide who pays for:

ID badges,
security escorts,
after-hours access staffing.

11) Construction and Restoration: Preventing the “Permanent Mess” Problem

A. Construction controls

Require:

approved plans and permits before work begins,
method statements and lift plans (if cranes used),
protection for elevator lobbies, corridors, and common areas,
debris management and daily cleanup,
as-built drawings after installation.

B. Restoration on expiry/termination

Restoration is often litigated because telecom equipment removal can expose roof penetrations and corrosion. Include:

removal obligation within a defined time (e.g., 30–90 days),
restoration standard (waterproofing integrity, re-coating, patching),
inspection and punch list process,
holdback or security deposit to ensure completion.

12) Assignment, Change of Control, and Tower Company “Flip” Risk

It’s common for operators to assign leases to affiliates or sell tower portfolios.

Your contract should address:

whether assignment requires consent (operators push for broad assignment rights),
notice requirement for any assignment,
that the assignee assumes all obligations,
that the original operator remains liable unless you release them expressly.

“Change of control” (sale of the company) is often treated like an assignment; decide whether you want notice or consent.

13) Payment Protections: Getting Paid on Time (and Proving It)

Include:

rent due date and method,
penalty interest for late payment,
rent escalation schedule,
tax gross-up if withholding applies,
audit rights or utility verification (especially if reimbursing electricity),
security deposit or standby letter of credit (rare but strong).

If you are relying on electricity reimbursement, insist on:

submetering or a measurable allocation method,
clear billing cycle and payment timeline.

14) Taxes and Financial Compliance (High-Level)

Rooftop lease income is typically taxable income for the owner/lessor. Practical contract points:

specify whether rent is inclusive or exclusive of withholding and indirect taxes (if applicable),
allocate documentary stamp taxes and notarial costs (if any),
clarify who pays permit fees and government charges (usually operator),
set responsibility for real property tax implications of improvements (LGU practice varies).

Because tax treatment depends on your tax profile (individual, corporation, VAT status, income level), treat tax clauses as negotiable and avoid “one-size-fits-all” boilerplate.

15) Common Owner Red Flags in Tower Lease Templates

Watch for these clauses:

“Owner warrants the roof is suitable” (without operator’s structural responsibility)
Broad waiver of claims even for operator negligence
Unlimited access without notice
Right to add equipment freely
Exclusivity with no premium
Rent starts only after “commercial operation” with long, undefined timelines
Relocation clause forcing owner to pay for moving the cell site
Tiny liability cap (e.g., 1–3 months’ rent) even for roof leaks
No restoration obligation or vague “reasonable wear and tear” language
Assignment without notice

16) Due Diligence Checklist for Owners (Before Signing)

Documents to ask from the operator

company registration details and authorized signatory proof
site design concept and equipment list (even preliminary)
structural assessment plan and responsibility statement
insurance certificates (or commitment to procure)
contractor licensing approach

Property-side checks

confirm title status and any encumbrances
confirm roof control authority (especially condos)
review your building’s existing leases and access restrictions
verify roof condition (baseline photos and report)
confirm available electrical capacity and routing feasibility

Practical baseline records

dated photos/video of roof and access paths
waterproofing warranty documents (if any)
as-built plans (if available)

17) A Practical “Owner-Friendly” Clause List (What to Include)

Defined premises (attach plan; specify exclusive area and non-exclusive access routes)
Purpose-limited use (telecom only; no unrelated storage/advertising)
No additions without written consent + structural proof + permits
Rent start date clarity (e.g., upon commencement of installation or upon permit issuance, with long-stop dates)
Long-stop dates (if permits not secured by X months, either party may terminate; reservation fee treatment defined)
Indemnity + insurance as described above
Damage and leak responsibility tied to installation
Access protocol (notice, escort, hours, emergency rules)
Compliance warranty (permits, telecom authority, safety)
Restoration and removal with timelines and standards
Assignment notice and assumption of obligations
Dispute resolution (venue/arbitration/mediation), and interim relief for safety issues

18) Disputes You Can Predict (and Draft Around)

Permit delays → define who carries the risk, what happens to exclusivity, and when either party can walk away.
Roof leaks after installation → define investigation method, burden of proof, and repair timelines.
Operator adds equipment quietly → require consent and inspection rights.
Non-payment or late payment → define default, interest, and termination.
Neighbor complaints → define response obligations, noise controls, and compliance proof.
End-of-term removal → require restoration, holdback, and clear standards.

19) Key Takeaways

Treat rooftop cell site leasing as a high-impact real estate + infrastructure contract, not a simple rental.
The most important owner protections are structural responsibility, indemnity/insurance, access control, limits on expansion, and restoration.
In condominiums, the deal is only as strong as the correct authority and approvals behind it.
Permit compliance drives timelines; your contract should be written for delays, not for best-case scenarios.