Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Home
My WebLink
About
Agreement_General_12/03/2009 (4)
MC/' Love your lease. May 11, 2010 RECEIVED MAY 1 4 2010 Lori McWilliams, CMC VILLAGE CLERKS OFFICE Village Clerk, Village of Tequesta 345 Tequesta Drive Tequesta, FL 33469 RE: Sprint Tequesta p q 6WP1 7 08 A 901 North Old Dixie Highway, Tequesta, FL 33469 (Property) Dear Ms. McWilliams: Pursuant to your letter of March 16, 2010 (copy attached), we have replaced the legal description with your corrected version, and re- submitted the documents to the Palm Beach County recorder. Enclosed are your copies of the re- recorded documents, to be inserted into your original Lease Assignment Agreement as Attachment 2 (License) and Attachment 3 (License Assignment Agreement). Should you have any questions or need any further information, please do not hesitate to contact me. Sincerely, Geralyn Donnelly Paralegal 858.964.7404 direct 858.408.3396 fax 9donnellvCalmd7.com apital Three, LLC 1 3721 Valley Centre Drive, Suite 3 0 . �. VILLAGE OF TEQUESTA l/V I o I l March 16, 2010 Md7 Capital Three, LLC Attn: Legal Department 3721 Valley Centre Drive Suite 303 San Diego, CA 92130 To whom it may concern: Please find enclosed an amended legal description for the cell tower property located at 901 North Old Dixie Highway, Tequesta, FL. The Palm Beach County Property Appraiser's Office noticed a scrivener's error, dating back to 2003, in the Township and Range of the Legal Description and after further research, the legal description was corrected. The attached should replace the Legal Description found in the "License Agreement" — Ex. A; the "License" — Ex. A; and finally as the last page of the "License Assignment Agreement" — Ex. A. For a copy of the official agreement as on file in the Village Clerk's Office, please refer to: http: // imaging. teguesta .org /DocView.aspx ?id= 19588 Please feel free to contact me at 561- 575 -6244 or our Village Attorney, Trela White at 561- 586 -7116 if you have any questions. Sincerely, Lori McWilliams, CMC Village Clerk L4 c �v Cc: Village Manager Couzzo Village Attorney Trela White Joe Bartolomei, Lease Consultant Md7 345 Tequesta Dr., Tequesta, FI 33469 561.575.6200 * Fax: 561 -575 -6203 www.tequesta.org EXHIBIT A LEGAL DESCRIPTION OF THE PROPERTY A 60.00 FOOT BY 40.0 FOOT L OF LAND LYING IN SECTION 30, TOWNSHIP 40 SOUTH, RANGE 43 T, B G APART OF THE VILLAGE OF TEQUESTA BEING MORE PARTIC ` RL D CRIBED AS FOLLOWS: COMMENCE AT THE SOUTHEAST CORNER OF THE NORTHWEST ONE - QUARTER (NW 1/4) OF THE NORTHWEST ONE - QUARTER (NW 1/4) OF SAID SECTION 30; THENCE NORTH 00 09'57" W ALONG THE EAST LINE OF SAID NW % OF THE NW 1/4, A DISTANCE OF 553.63 FEET; THENCE SOUTH 52 34'05" WEST, A DISTANCE OF 229.81 FEET TO THE POINT OF BEGINNING OF THE SPRINT PCS LEASE AREA; THENCE CONTINUE SOUTH 52 34'05" WEST, A DISTANCE OF 40.00 FEET; THENCE NORTH 35 3256" WEST, A DISTANCE OF 60.00 FEET; THENCE NORTH 52 34'05" EAST, A DISTANCE OF 40.00 FEET; THENCE SOUTH 35 32'56" EAST, A DISTANCE OF 60.00 FEET TO THE POINT OF BEGINNING. CONTAINING 2,400 SQUARE FEET, MORE OR LESS. l IN'" �INNINIINIINIIIiII�I���INIIINIIII�II CFN 20100062294 OR BK 23699 PG 0449 RECORDED 02/18/2010 09:10:40 THIS DOCUMENT PREPARED BY, Palm Beach County, Florida and Sharon R. Bock,CLERK & COMPTROLLER WHEN RECORDED RETURN TO: Pgs 0449 - 452; ( 4pgs ) Michael es, President I'�I11 N�I ,■I�I (� (� I � ` � (858)799 -7850 9- 7850 u t Md7 Capital Three, LLC 3721 Valley Centre Drive CF 2 0100153419 Suite 303 OR BK 23814 PG 08317 San Diego, CA 92130 RECORDED 04 /26/2010 15.-04:47 Palm Beach County, Florida Tax Parcel #: 60- 4340- 30 -00- 000 -3170 Sharon R. Bock, CLERK & COMPTROLLER Pgs 0837 - 840; (4pgs) LICENSE This License Agreement ( "License ") is entered into effective as of November 6, 2009, by and between Village of Tequesta, Florida, a municipal corporation, previously referred to as The Village of Tequesta, a Florida municipal corporation ( "Owner "), whose mailing address for notices is 345 Tequesta Drive, Tequesta, FL 33469 and T -Mobile South LLC, a Delaware limited liability company, as successor in interest to Omnipoint Holdings, Inc., a Delaware corporation d/b /a T- Mobile ( "Licensee "), whose mailing address for notices is Attn: Lease Administration, 2001 Butterfield Road, Suite 1900, Downers Grove, IL 60515; with a copy to: T- Mobile USA, Inc., Attn: Lease Administrator and Legal Department, 12920 South East 38' Street, Bellevue, WA 98006 -1350. 1. Owner, for and in consideration of the rents, covenants, agreements and stipulations herein contained, to be paid, kept and performed by Licensee, has licensed and rented, and by these presents hereby licenses and rents unto Licensee, and Licensee hereby licenses upon the terms and conditions herein contained, certain premises, together with any and all other space currently utilized by Licensee ( "Premises "), that are a portion of that certain real property located at 901 North Old Dixie Highway, Tequesta, FL 33469 ( "Property ") described on Exhibit A attached hereto and incorporated herein; and 2. This License shall create the relationship of owner and licensee between the parties hereto, the terms and conditions of which relationship are set forth in that certain License Agreement dated December 11, 2003, between Owner and Licensee, as amended (the "Site License "), which document is hereby incorporated as if set forth herein in full. r 3. This License commenced on December 11, 2003, and expires on December 10, 2008, subject to the provisions of the Site License. 4. Licensee has three (3) consecutive options to extend or renew the term of this License, each for a period of five (5) years. 5. This License is not intended to amend or modify, and shall not be deemed or construed as amending or modifying, any of the terms, conditions or provisions of the Site License, all of which are hereby ratified and affirmed. In the event of a conflict between the provisions of this License and the provisions of the Site License, the provisions of the Site 6WP1087A FL -M -T4 License shall control. This License shall be binding upon and inure to the benefit of the parties and their respective heirs, successors, and assigns, subject to the provisions of the Site License, and shall run with the land and bind all assignees, transferees or successors of the parties' respective interests. This License may be recorded in the relevant recording jurisdiction where the Premises are located. IN WITNESS WHEREOF, the parties have executed this License under seal on the day and year first above written. OWNER: Signed, sealed and delivered in presence of: Village of Tequesta, Florida, a municipal corporation Sign By: Ax 4J&xh,,n,eJ Print Name T 7-y print Name: 5. 1,J4 k IAIS Sign (A AA RJ Print Name W i l (i QJ<,, pRP Og4x - s SEAL INCORPORATED ° ®F /t/111f190 LICENSEE: Signed, sealed and delivered in presence of: T- Mobile South LLC a Delaware limited liability company Sign 1Jaw - , By: Print Name I 1)G'( Print Name: Jared Ledet Sign 21 , 14 , 11 I Title: Director- Reeional Development South Region Print Name 6WP1087A FL -M -T4 OWNER ACKNOWLEDGEMENT STATE OF P l o r + a n ) COUNTY OF J QL I M '& 6LA-, ) On PC -p rYl b-4- ,s L 4 , 20 O q before me, [print name and title of notarial officer here:] ( ()r i M & LLx j L t jA"S personally appeared [print name of person whose signature is being acknowledged here:] P(A f (t 61,C4 S . W Clt k" - ' S , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is /are subscribed to the within instrument and acknowledged to me that t he_ executed the same in his/her /their authorized capacity(ies), and that by his/her /their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. ,s:f•,, Lori McWilliams 1 c� ' Commission DD 798791 Signature u µ.�!►���- Expires October 18, 2012 Pf, � Bonded Thru Troy Fain Insu ance 800 - 3B 5-7019 (Seal) My commission expires: LICENSEE ACKNOWLEDGEMENT STATE OF COUNTY OF Oct ItV-\ ) On 20 �`l before me, [print name of notarial officer here:] s - �S( o - ' , Notary Public personally appeared Jared Ledet, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. Signature � -crL _ r ;�,'(Seal) - I My commission expires: 6 WP 1087A FL -M -T4 EXHIBIT A PREMISES DESCRIPTION AND LEGAL DESCRIPTION OF PROPERTY Street Address: 901 North Old Dixie Highway, Tequesta, FL 33469 Tax Parcel #: 60-43-40-30-00-000-3170 Legal Description: That certain cell tower site (and easement) located on a portion of the real property described as follows: A 60.00 FOOT BY 40.0 FOOT PARCEL OF LAND LYING IN SECTION 30, TOWNSHIP 40 SOUTH, RANGE 43 EAST, BEING APART OF THE VILLAGE OF TEQUESTA BEING MORE PARTICULARL DESCRIBED AS FOLLOWS: COMMENCE AT THE SOUTHEAST CORNER OF THE NORTHWEST ONE- QUARTER (NVV 1/4) OF THE NORTHWEST ONE-QUARTER (NW 114) OF SAID SECTION 30; THENCE NORTH 00 09' 57" W ALONG THE EAST LINE OF SAID NVV % OF THE NW 1/4, A DISTANCE OF 553.63 FEET, THENCE SOUTH 52 34'05" VVEST, A DISTANCE OF 229.81 FEET TO THE POINT OF BEGINNING OF THE SPRINT PCS LEASE AREA; THENCE CONTINUE SOUTH 52 34'05" VVEST, A DISTANCE OF 40.00 FEET; THENCE NORTH 35 32'56" VVEST, A DISTANCE OF 60,00 FEET, THENCE NORTH 52 34'05"' EAST, A DISTANCE OF 40,00 FEET: THENCE SOUTH 35 32'56" EAST, A DISTANCE OF 60.00 FEET TO THE POINT 0[_ BEGINNING. CONTAINING 2,400 SQUARE FEET, MORE OR LESS. 6WPI087A FL -M-T4 II!'" IN ' IIIIIIINII11ilIIINI1IN1IIIIIIINIINII + CFN 20100062295 OR BK 23699 PG 04531 RECORDED 02/18/2010 09:10:40 THIS DOCUMENT PREPARED BY, Palm Beach County, Florida and Sharon R. Bock,CLERK & COMPTROLLER WHEN RECORDED RETURN TO: Pgs 0453 - 458; ( 6pgs ) Michael Fraunces, President IiNININI toil 11111111111111111 (858) 799 -7850 Md7 Capital Three, LLC CFN 201001 �iG 4 :a!0 3721 Valley Centre Drive Suite 303 OR BK 2 :38.14 PG 08141 San Diego, CA 92130 RECORDED 04/26/2010 15:04:47 Palm Beach County, Florida Sharon R. Bock,CLERK & COMPTROLLER Tax Parcel #: 604340- 30 -00- 000 -3170 Pgs 0841 - 846; Mpgs ) i Note to Recording Clerk: Florida Documentary Stamp Tax is not due in connection herewith because this Agreement assigns only the landlord's r under h �' gn y g the License and not the License in its entirety. LICENSE ASSIGNMENT AGREEMENT THIS LICENSE ASSIGNMENT AGREEMENT ( "Agreement ") is entered into on November 6, 2009, by and between Village of Tequesta, Florida, a municipal corporation, previously referred to as The Village of Tequesta, a Florida municipal corporation (together with its successors and assigns, "Owner "), whose mailing address for notices is 345 Tequesta Drive, Tequesta, FL 33469, and Md7 Capital Three, LLC, a Delaware limited liability company (together with its successors and assigns, "Md7 Capital Three "), whose mailing address for notices is 3721 Valley Centre Drive, Suite 303, San Diego, California 92130. RECITALS WHEREAS, Owner and T- Mobile South LLC, a Delaware limited liability company, as successor in interest to Omnipoint Holdings, Inc., a Delaware corporation d/b /a T- Mobile ( "Licensee "), entered into a License Agreement dated December 11, 2003, as amended ( "License "), whereby Owner licensed to Licensee certain premises described therein, together with any and all other space currently utilized by Licensee ( "Premises "), that are a portion of that certain real property located at 901North Old Dixie Highway, Tequesta, FL 33469 ( "Property ") described on Exhibit A attached hereto and incorporated herein; WHEREAS, Owner is the owner of a valid and indefeasible fee simple interest (the "Owner's Interest ") in the Property; WHEREAS, Owner and Md7 Capital Three desire to enter into an agreement whereby Md7 Capital Three shall pay to Owner, the Rent Schedule Payments (as defined in the Terms and Conditions defined below) in exchange for, among other things, Owner's assignment to Md7 Capital Three of all of the following for the Assignment Term (defined below) subject to Licensee's rights under the License: (i) all of Owner's rights, title and interests in, to and under the License, including the right to collect all rents from Licensee, including base rent, additional rent (with the exception of any collocation rent), late charges, interest, fees and other monies, (ii) Owner's right to use and possess the Premises described in the License, and (iii) all of Owner's other rights and interests under the License (collectively, the "Assigned Rights "); and WHEREAS, additional terms and conditions relating to the assignment by Owner to Md7 Capital Three of the Assigned Rights are set forth in that certain document named License Assignment 6WT1087A FLrM -T5 Agreement (Terms and Conditions) dated November 6, 2009, by and between Owner and Md7 Capital Three ( "Terms and Conditions "), which is hereby incorporated herein in its entirety. AGREEMENT NOW THEREFORE, in consideration of the foregoing Recitals (including all provisions of the Terms and Conditions), which are hereby incorporated herein in their entirety, and other good and valuable consideration, the receipt and sufficiency of which are mutually acknowledged, Owner and Md7 Capital Three agree as follows: 1. Rent Schedule Payments. As full consideration for the Assignment (defined below) and Owner's continued performance of its obligations under the License, on or following the Commencement Date (defined below), Md7 Capital Three shall commence payment of the rent schedule payments to Owner in the amounts and frequency as designated in the Terms and Conditions ( "Rent Schedule Payments "). 2. Assignment; Amendment. Owner hereby irrevocably, unconditionally and absolutely conveys, transfers and assigns to Md7 Capital Three the Assigned Rights for the Assignment Term (the "Assignment "). During the Assignment Term, and unless otherwise expressly provided herein, Md7 Capital Three shall have the sole and exclusive right to exercise (or the right to require Owner to exercise) the Assigned Rights, including, without limitation, the right to amend the License. 3. Term of Assignment. The term of the Assignment ( "Assignment Term ") shall commence on January 10, 2010 ( "Commencement Date "), and shall expire on January 9, 2035 ( "Expiration Date "). Prior to the Commencement Date, Md7 Capital Three may deliver written notice ( "Cancellation Notice ") to Owner of Md7 Capital Three's election not to undertake the Assignment, in which event this Agreement shall automatically terminate and be of no further force and effect upon Owner's receipt of the Cancellation Notice, and the License shall continue by its terms between Owner and Licensee. 4. License Term. The last day of the current term of the License shall be deemed amended and extended through, or moved -up to, as applicable, the Expiration Date, and neither Licensee, Md7 Capital Three nor any other party shall be required to exercise any renewal option or take any other action in order for the current term of the License to continue through, and end on, the Expiration Date. 5. Obligations. The parties acknowledge that, by this Assignment, Md7 Capital Three has not assumed, and does not intend to assume, any of the obligations, duties or liabilities of Owner under the License, and no act or forbearance by Md7 Capital Three under this Agreement shall be deemed an assumption by Md7 Capital Three of any obligations of Owner. During the Assignment Term, Md7 Capital Three shall not have any liability or obligation with respect to the care, management or repair of the Property or Premises or any part thereof or for any injury or damage sustained by any person in, on, under or about the Property or Premises. Owner shall remain responsible for covenanting Licensee's quiet enjoyment and possession of the Premises, and for the performance of all conditions, covenants, obligations and duties required of Owner under the License and under applicable laws and regulations at all times during the Assignment Term. 6. No Modifications. During the Assignment Term, Owner shall not have the right, without the prior written consent of Md7 Capital Three (which may be withheld in Md7 Capital Three's sole discretion), to modify, extend, renew or terminate (including eviction) the License, or to waive any default under the License. 6WP1087A FL-M -T5 7. Successor License. Upon the early termination of the License during the Assignment Term for any reason, Owner agrees that Md7 Capital Three may elect to terminate this Agreement or become the licensee of the Premises upon terns and conditions identical to those in the License, as amended (the "Md7 Capital Three License "), and upon the provisions of the Terms and Conditions. 8. Assignment; Secured Parties. Md7 Capital Three shall have the right to sublease the Premises and/or assign, sell, pledge or otherwise transfer any and all of its rights, title or interests in, to or under this Agreement, the License, the Premises or the Md7 Capital Three License, including to any pledgees, mortgagees, holders of security interests, trustees, lenders or other parties providing financing to Md7 Capital Three (individually, "Secured Party "), without the prior consent of Owner. 9. Miscellaneous Provisions. (a) This Agreement shall run with the Property, and shall inure to the benefit of and shall bind the successors and assigns of the parties to this Agreement; (b) Interpretation of this Agreement shall be governed by the internal laws of the State in which the Premises are located without regard for principles of conflicts of law; (c) To the extent permitted by law, each party waives any right to a jury trial in any action or proceeding to enforce or interpret this Agreement; (d) This Agreement may be executed in multiple counterparts; and (e) This Agreement may be recorded in the relevant recording jurisdiction where the Property is located. IN WITNESS WHEREOF, the parties have executed this Agreement under seal on the day and year first above written. OWNER Signed, sealed and delivered in presence of: Village of Tequesta, Florida, a municipal corporation Sign: By: ���, &)� Print Name: 0 Arf,,G1A S. &MrK,dr Print Name: Sign: (Jl, + IL( C�(1J1 fk1Y0_ Title: �'! f1 yo 9-1 G�E' "'�. Print Name: W(j 1 1 kWl lljah S GOR�o�/�.,'•; l..dvt fY1C(,.l>►(li - `"i����os� y�:c R` Ao9 sr °� 1957 ORIDP eArnn1111W 6WP 1087A FLrM -T5 Md7 Capital Three Signed, sealed and delivered in presence of: Md7 Capital Three, LLC, a Delaware ted liability company Sign: ` �- By: Print Name: Marla A raujo Print Name " Thomas E. Leddo I1 Sign: . Vca Vice President Title: - Print Name: at1S ®l Valdez' OWNER ACKNOWLEDGEMENT STATE OF ElQ6 ) COUNTY OF ' i�(� M c C. On C- /Yl - y , 20 09 before me, [print name and title of notarial officer here:] '(T�� perso appeared [print name of person whose signature is being acknowledged here:] Ya,fiY i C' i 4 5- , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is /are subscribed to the within instrument and acknowledged to me that S he executed the same in his /her /their authorized capacity(ies), and that by his/her /their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. „� ^ Lori McWilliams Signature " J r l a Commission DD 798791 � s Expires October 18, 2012 (Seal) Bonded Thru Troy Fain Insurance &10.385.7019 My commission expires: 6WP1087A FL -M -TS Md7 Capital Three ACKNOWLEDGEMENT STATE OF CALIFORNIA ) ) ss: COUNTY OF SAN DIEGO ) On - DC C , 20 U� , before me, D , a Notary Public, personally appeared Thomas E. L d(lt, , who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. - K. - - - R Cmonlwlon ! 17"2" NalmI tubllc - CoMomlo Signature: SM ORW Cour*v MrG01n1IR /iplwa Mp �.'Ot l (Seal) 6WP1087A FL -M -T5 EXHIBIT A PREMISES DESCRIPTION AND LEGAL DESCRIPTION OF PROPERTY Street Address: 901 North Old Dixie Highway, Tequesta, FL 33469 Tax Parcel #: 60-43-40-30-00-000-3170 Legal Description: That certain cell tower site (and easement) located on a portion of the real property described as follows: A 60.00 FOOT BY 40.0 FOOT PARCEL OF LAND LYING IN SECTION 30, TOWNSHIP 40 SOUTH, RANGE 43 EAST, BEING APART OF THE VILLAGE OF TEQUESTA BEING MORE PARTICULARL DESCRIBED AS FOLLOWS: COMMENCE AT THE SOUTHEAST CORNER OF THE NORTHWEST ONE- QUARTER (NW 114) OF THE NORTHWEST ONE-QUARTER (NW 114) OF SAID SECTION 30; THENCE NORTH 00 09'57" W ALONG THE EAST LINE OF SAID NW % OF THE NW 1/4, A DISTANCE OF 553.63 FEET; THENCE SOUTIA 52 34'05" VVEST, A DISTANCE OF 229.81 FEET TO THE POINT OF BEGINNING OF THE SPRINT PCS LEASE AREA, THENCE CONTINUE SOUTH 52 34'05" WEST, A DISTANCE OF 4.0.00 FEET: THENCE NORTH 36 32'56" WEST, A DISTANCE OF 60,00 FEET, THENCE NORTH '52 34'05" EAST, A DISTANCE OF 40.00 FEE THENCE SOUTH 35 3256" EAST, A DISTANCE OF 60,00 FEET TO TI'IE POINT OF BEGINNING. CONTAINING 2,400 SQUARE FEET, MORE OR LESS. 6WPI087A FL-M-T5 T ~ ~Mobile~ November 6, 2009 Village of Tequesta, Florida Attn: Debra Telfin 345 Tequesta Drive Tequesta, FL 33469 Reference ID: 6WP1087A Dear Ms. Teflin, m Love your lease. Thank you for participating in T-Mobile's License Guarantee Program. Enclosed in this packet you will find prepared for signature all of the documents required to secure your long-term business relationship with T-Mobile. As this industry and the technology that support it are changing in a rapid and dynamic way, programs such as this are essential. Through our partnership with Md7 and landlords like you, we will create a more economically viable network which will allow us to remain more competitive in the industry. We at T-Mobile appreciate your cooperation and effort to "stick together" and look forward to a long and mutually beneficial relationship with you. Should you have any questions regarding these documents and their execution, please contact Joe Bartolomei at 888-517-1212, ext. 7865. Sincerely, J (~~ Jared Ledet T-Mobile Regional Development Director md~ November 6, 2009 Village of Tequesta, Florida Attn: Debra Telfin 345 Tequesta Drive Tequesta, FL 33469 Re: Sprint Tequesta 6WP1087A 901 North Old Dixie Highway, Tequesta, FL 33469 (Property) Dear Ms. Telfin: The enclosed documents are being provided to you in connection with the proposed T-Mobile License Guarantee program. Please call me at (858) 799-7865 when you receive this package and I will guide you through the process of signing and notarizing the following: License Assignment Agreement (Terms & Conditions) (two originals): ^ Complete the signature block with name, title and signature, and have signature witnessed, on both originals; ^ Only authorized signatories may sign on behalf of an entity; and ^ Note: please do not sign or notarize any of the attachments to this document. 2. Owner Letter (three originals): ^ Complete the signature block with name, title and signature of the same person(s) who signed the License Assignment Agreement (Terms & Conditions), and have signature witnessed, on all three originals. 3. Short Form of License(two originals): ^ Complete the signature block with name, title and signature of the same person(s) who signed the License Assignment Agreement (Terms & Conditions), and have signature witnessed, in the presence of a Notary Public; and ^ Have the signature(s) witnessed and formally acknowledged by a Notary Public. 4. License Assignment Agreement (Short Form) (two originals): ^ Complete the signature block with name, title and signature of the same person(s) who signed the License Assignment Agreement (Terms & Conditions), and have signature witnessed, in the presence of a Notary Public; and ^ Have the signature(s) witnessed and formally acknowledged by a Notary Public. [ Md7 Capital Three, LLC ~ 3721 Valley Centre Drive, Suite 303, San Diego, CA 92130 ~ (8581 799-7850 Page 2 Certificate of Authority -Corporation (one original): ^ Complete the enclosed form per the instructions ^ Because you are a corporation in Florida, there are specific requirements set by statute as to which officer(s) of your company are authorized to sign real estate documents. Please make sure these documents are signed by the Village of Tequesta, Florida, Village Manager or the appropriate officer. Florida also requires that your corporate seal must be imprinted on the documents that are being recorded. ^ Please also include a copy of your Municipal By- Laws. 6. IRS Form W-9 (one original): ^ Complete the enclosed form per the instructions. A return-addressed, pre-paid Federal Express envelope is included for your convenience (to locate the nearest drop-off, call 800.463.3339 or visit www.fedex.com/dropoff). Should you require the services of a mobile Notary Public, call 888.838.1458 or visit www.123notary.com to arrange for this service. Although we will be sending you a complete set of documents at the end of this transaction, you are free to make your own copies at this time if you wish. However, it is important that you return all of the original documents enclosed in this package. Please make sure that all of these documents are signed, witnessed, notarized and returned to Md7 within the next three days. Once all documents relating to this transaction have been fully- executed, Md7 will provide you with a complete set of final transaction documents. If you have any questions regarding the enclosed documents, please contact me, your Md7 License Consultant, at (858) 799-7865. Sincerely, ~~v Joe Bartolomei Lease Consultant Enclosures Md7 Capital Three, LLC ~ 3721 Valley Centre Drive, Suite 303, San Diego, CA 92130 ~ {858) 799-7850 J License ID: 6WP1087A Site Address: 901 North Old Dixie Highway, Tequesta, FL 33469 LICENSE ASSIGNMENT AGREEMENT (Terms and Conditions) THIS LICENSE ASSIGNMENT AGREEMENT ("Agreement") is entered into on November 6, 2009, by and between Village of Tequesta, Florida, a municipal corporation, previously referred to as The Village of Tequesta, a Florida municipal corporation ("Owner"), and Md7 Capital Three, LLC, a Delaware limited liability company ("Md7 Capital Three"). RECITALS WHEREAS, Owner and T-Mobile South LLC, a Delaware limited liability company, as successor in interest to Omnipoint Holdings, Inc., a Delaware corporation d/b/a T-Mobile ("Licensee"), entered into a License Agreement dated December 11, 2003, as amended, a copy of which is attached hereto as Exhibit A (collectively, the "License"), whereby Owner licensed to Licensee certain premises described therein, together with any and all other space currently utilized by Licensee ("Premises"), that are a portion of that certain real property located at 901 North Old Dixie Highway, Tequesta, FL 33469 ("Property"); WHEREAS, Owner is the owner of a valid and indefeasible fee simple interest ("Owner's Interest") in the Property; and WHEREAS, Owner and Md7 Capital Three desire to enter into an agreement whereby Md7 Capital Three shall pay to Owner the Rent Schedule Payments (defined below) in exchange for Owner's assignment to Md7 Capital Three of the following for the Assignment Term (defined below), subject to Licensee's rights under the License: (a) all of Owner's rights, title and interests in, to and under the License, including the right to collect all rental income payable by Licensee under the License and accruing during the Assignment Term, including base rent, additional rent (with the exception of any collocation rent), late charges, interest, fees and other monies (collectively, "Rent"), provided that (i) any Licensee payments for utilities, insurance, real property taxes and maintenance charges (collectively, "Owner Reserved Payments") and (ii) any Additional Premises Rent (defined below) shall be paid directly by Licensee to Owner, (b) Owner's right to use and possess the Premises under the License and (c) all of Owner's other rights and interests under the License (collectively, the "Assigned Rights"). TERMS AND CONDITIONS NOW THEREFORE, in consideration of the foregoing Recitals, which are incorporated herein by this reference, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Owner and Md7 Capital Three agree as follows: 1. Rent Schedule Payments. As full consideration for the Assignment (defined below) and Owner's continued performance of its obligations under the License, on or following the Commencement Date (defined below), Md7 Capital Three shall commence payment of the rent schedule payments to Owner in the amounts and frequency as designated on Exhibit B attached hereto ("Rent Schedule Payments"). Except for (a) the Rent Schedule Payments from Md7 Capital Three; (b) any Owner Reserved Payments and (c) any Additional Premises Rent owing from Licensee to Owner in the future pursuant to Schedule I attached hereto (if any), Owner agrees that during the Assignment Term, no other consideration is or shall be due or payable to Owner from Md7 Capital Three or from Licensee. Owner, its successors, assigns and/or designee, if any, will submit to Md7 Capital Three any documents required 6WP1087A M-Tl by Md7 Capital Three in connection with the payment of Rent Schedule Payments, including, without limitation, an IRS Form W-9. Md7 Capital Three will not be obligated to redirect Rent Schedule Payments to any parties until and unless it has received such reasonable documents and assurances, as Md7 Capital Three may request. In the event that Owner designates more than one (1) payee under this Agreement, aset-up fee of Twenty-Five Dollars ($25.00), plus a fee of Five Dollars ($5.00) per additional check or Two Dollars and Fifty Cents ($2.50) per additional direct deposit shall be deducted from future Rent Schedule Payments hereunder. 2. Termination Rights; Rent Lock-In Period. (a) Md7 Capital Three Termination Rights; Rent Lock-In Period. During the Assignment Term, Md7 Capital Three shall have the right to terminate this Agreement and all Rent Schedule Payments if Licensee exercises any of its termination rights under the License or if Owner has an uncured default under the License or this Agreement. Notwithstanding the foregoing, Md7 Capital Three agrees that it shall not have the right to exercise any termination rights under this Agreement during the period commencing on the Commencement Date and ending on January 9, 2020 ("Rent Lock In Period"), unless Tenant's rights to occupy or use the Premises for Tenant's intended telecommunications purposes are impaired at any time due to (i) any bankruptcy or insolvency proceeding involving Owner or any affiliate of Owner; (ii) any uncured default, gross negligence or willful misconduct of Owner; (iii) any casualty damage not caused by Licensee, its agents, employees, contractors or invitees; (iv) any taking or condemnation under the power of eminent domain; or (v) any tax sale, foreclosure or other proceeding not caused by Licensee. In the event of any such termination, except for obligations that survive termination under this Agreement, Md7 Capital Three shall have no further duty or obligation under this Agreement, including, without limitation, any obligation to pay any Rent Schedule Payments that would otherwise have been due for the remainder of the Rent Lock-In Period following the date of termination. (b) Termination by Owner. During the Assignment Term, Owner shall have the right to terminate this Agreement if Md7 Capital Three fails to make any of the required Rent Schedule Payments to Owner under this Agreement when due and Md7 Capital Three does not cure such breach within thirty (30) days following receipt of a written notice from Owner or Licensee. Md7 Capital Three shall be solely responsible for any and all Rent Schedule Payments due and owing to Owner prior to the effective date of any such termination. (c) Effect of Termination of this Agreement on Licensee. If the Assignment or this Agreement is terminated, then (a) Md7 Capital Three shall have no further right, title or interest in, to or under the License and (b) the License shall continue from and after any such termination as a direct license between Owner and Licensee at the rental rate contemplated under the Owner Letter (as hereinafter defined) and on the other terms and conditions contemplated under the Owner Letter. 3. Assignment; Amendment. Owner hereby irrevocably, unconditionally and absolutely conveys, transfers and assigns to Md7 Capital Three the Assigned Rights for the Assignment Term (the "Assignment"). During the Assignment Term, and unless otherwise expressly provided herein, Md7 Capital Three shall have the sole and exclusive right to exercise (or the right to require Owner to exercise) the Assigned Rights, including, without limitation, the right to accept or make notices on behalf of the landlord/licensor under the License, and to amend the License as follows: (a) as of the Commencement Date, the License shall be supplemented to include the terms and provisions set forth on Schedule I attached hereto, which amendment shall survive the expiration or early termination of the Assignment Term and (b) as otherwise determined by Md7 Capital Three, in its sole discretion, so long as any such additional amendment does not increase Owner's obligations under the License or survive the expiration or early termination of the Assignment Term. 6WP1087A M-Tl 4. Term of Assignment. The term of the Assignment ("Assignment Term") shall commence on January 10, 2010 ("Commencement Date"), and shall expire on January 9, 2035 ("Expiration Date"). Prior to the Commencement Date, Md7 Capital Three may deliver written notice ("Cancellation Notice") to Owner of Md7 Capital Three's election not to undertake the Assignment, in which event this Agreement shall automatically terminate and be of no further force and effect upon Owner's receipt of the Cancellation Notice, and the License shall continue by its terms between Owner and Licensee. 5. License Term. The last day of the current term of the License shall be deemed amended and extended through, or moved-up to, as applicable, the Expiration Date, and neither Licensee, Md7 Capital Three nor any other party shall be required to exercise any renewal option or take any other action in order for the current term of the License to continue through, and end on, the Expiration Date. If the term of the License is renewed or otherwise extends beyond the Expiration Date (pursuant to Licensee's renewal rights under Schedule n, then upon the Reversion Date (as defined in the Owner Letter): (a) Md7 Capital Three shall have no further right, title or interest in, to or under the License and (b) the License shall continue from and after the Reversion Date as a direct license between Owner and Licensee at the rental rate contemplated under the Owner Letter (as hereinafter defined) for such applicable post- Reversion Date period(s), as set forth on Schedule II of the Owner Letter and on the other terms and conditions of the Owner Letter. Owner and Md7 Capital Three shall reasonably cooperate with each other and Licensee in connection with any reversion of the License back to Owner. If the License terminates prior to the Reversion Date for any reason, then, subject to the rights of Md7 Capital Three under Section 13 below, the License shall be of no further force and effect upon said termination, except with respect to those provisions of the License that expressly survive the expiration or earlier termination of the License. 6. Rent Apportionment: Forwarding Rent Payments. Current Rent payable by Licensee under the License shall be apportioned as follows: Rent "payable" prior to the Commencement Date shall be paid to Owner, and Rent payable as of and after the Commencement Date shall be paid to, or as otherwise directed by, Md7 Capital Three. For purposes of this Agreement, Rent becomes "payable" on the day that the Rent first becomes due under the License. Owner shall cooperate with Md7 Capital Three and do all things commercially reasonable to ensure that, after the Commencement Date, Licensee pays all Rent directly to Md7 Capital Three (or as otherwise directed by Md7 Capital Three) and shall forward all misdirected Rent to Md7 Capital Three (or as otherwise directed by Md7 Capital Three). Owner agrees to enter into an agreement with Md7 Capital Three and Licensee to provide rent payment instructions to Licensee, to modify the License to include the Schedule I language and which shall otherwise be in substantially the same form as Attachment 1 attached hereto ("Owner Letter"). Within three (3) business days following receipt of any misdirected Rent payment, Owner shall forward such payment to, or as otherwise directed by, Md7 Capital Three by (a) reputable overnight delivery service, if such payment was received by Owner by check or other negotiable instrument, and Owner shall endorse such check or negotiable instrument in favor of Md7 Capital Three or as otherwise directed by Md7 Capital Three or (b) wire transfer, if such payment was received by Owner by wire transfer, in accordance with the wire transfer instructions ("Wire Instructions") attached hereto as Schedule II (or as otherwise directed by Md7 Capital Three). If Owner fails to forward any such payment to Md7 Capital Three, then, in addition to its other rights and remedies hereunder or at law or equity, Md7 Capital Three shall be entitled to a processing fee equal to the greater of (a) $500 or (b) 15% of such payment, which shall be payable by Owner within five (5) business days following receipt of written notice by Md7 Capital Three in the same manner as misdirected Rent is payable to Md7 Capital Three under this section. 7. Obligations. The parties acknowledge that, by this Assignment, Md7 Capital Three has not assumed, and does not intend to assume, any of the obligations, duties or liabilities of Owner under the License, and no act or forbearance by Md7 Capital Three under this Agreement shall be deemed an 6WP1087A M-Tl assumption by Md7 Capital Three of any obligations of Owner. During the Assignment Term, Md7 Capital Three shall not have any liability or obligation with respect to the care, management or repair of the Property or Premises or any part thereof or for any injury or damage sustained by any person in, on, under or about the Property or Premises. Owner shall remain responsible for covenanting Licensee's quiet enjoyment and possession of the Premises, and for the performance of all conditions, covenants, obligations and duties required of Owner under the License and under applicable laws and regulations at all times during the Assignment Term. In addition, Owner, as requested by Md7 Capital Three, shall, at Owner's sole cost and expense, use commercially reasonable efforts (not entailing litigation) to cause Licensee to fulfill or perform all of its non-monetary covenants under the License. If Owner fails, after notice and an opportunity to cure, to perform any covenant, obligation or duty under the License or this Agreement, Md7 Capital Three shall have the right, without releasing Owner from any obligation, to perform such covenant, obligation or duty. In such event, Owner shall reimburse Md7 Capital Three for all of its costs and expenses, including attorneys' fees, within thirty (30) days following receipt of an invoice from Md7 Capital Three. 8. No Modifications. During the Assignment Term, Owner shall not have the right, without the prior written consent of Md7 Capital Three (which may be withheld in Md7 Capital Three's sole discretion), to modify, extend, renew or terminate (including eviction) the License or to waive any default under the License. 9. Owner's Representations and Warranties. Owner represents and warrants to Md7 Capital Three, and agrees for the express benefit of Md7 Capital Three that: (a) Owner is the owner of, and has hereby transferred, conveyed and assigned all of its rights, title and interests in, to and under the License to Md7 Capital Three for the Assignment Term; (b) except for those persons or entities, if any, identified in Schedule HI attached hereto, no other person or entity has any liens or rights in the License, the Rents or the Premises and Owner has obtained all waivers, releases, consents, approvals and other actions required of each such person or entity relative to the transactions contemplated hereunder; (c) if Owner is an entity, Owner has been duly organized, and is validly existing in good standing in the jurisdiction in which the Premises are located; (d) Licensee has made all rental payments due under the License through and including the date of this Agreement and neither Owner nor Licensee is in breach of the License; (e) Owner is current in its payment of all taxes and liens for which the Premises are or may become security, and neither a state nor Federal bankruptcy or insolvency proceeding nor an assignment for the benefit of Owner's creditors is now, or has ever been, contemplated; (f) Owner has the current and absolute right, power, authority and necessary consent to enter into this Agreement and the person(s) signing on behalf of Owner has been duly authorized to enter into this Agreement; (g) the License (including all amendments and addendums), attached as Exhibit A, constitutes the entire agreement between Owner and Licensee relating to the leasing of the Premises; (h) Owner shall warrant and defend Licensee and Md7 Capital Three in the peaceful and quiet exclusive enjoyment of the Premises against the claims of all persons claiming by, through or under Owner; and (i) to the best of Owner's actual knowledge, there have been no leaks, spills, releases, discharges, emissions, installation or disposal of hazardous or toxic wastes, materials or substances ("Hazardous Substances"), as defined by applicable local, state or federal laws and regulations ("Laws"), occurring on or affecting the Property or any part thereof. o ~~,~n inaamnifi~i ~lefen~i-anti ho?rl-Mci7 capital-Thee, its managers, p o ~s~ding-without- ~ d P~ " ~- " gairrst-an~ ~~, ~» gments liabi ities, penalties, fines, cost~and eXr Pn~P~ ..~_ 6WP1087A M-Tl or_-t1~e ~f an r T a x,c h , (l~i~.~ +- :rte ., o.,r ntractors or (c) the ~~T/~` > > > es or co P~j it ;~ ~ 11. Casualty; Condemnation. Owner shall notify Md7 Capital Three immediately of a casualty or condemnation event or threat thereof relating to the Property, the Premises or any portion thereof. Owner hereby irrevocably assigns, transfers and conveys to Md7 Capital Three all compensation, proceeds or other recovery from an insurer of the Premises ("Insurance Recovery") or payable as a result of any condemnation ("Condemnation Award") attributable to the value of the License and the Rents payable during the Assignment Term. Owner shall not settle, compromise, or assign any insurance claim or condemnation award relating to the Premises except upon Md7 Capital Three's prior written consent, not to be unreasonably withheld. Notwithstanding the foregoing, Md7 Capital Three shall be entitled to submit its own claims for an Insurance Recovery or Condemnation Award and pursue the same directly from the insurer or condemning authority, and such claims shall have priority, to the fullest extent, over any right or claim that Owner or any third party may have in such recovery. In the event of a casualty or condemnation event whereby Licensee has rights to prorate its rent payments under the License, the parties agree that Md7 Capital Three shall have the same right to prorate any future Rent Schedule Payments due under this Agreement commencing on the date of casualty or condemnation. 12. Impositions. Owner shall pay, prior to delinquency, all taxes, charges and other obligations, including obligations secured by mortgages or deeds of trust (collectively, "Impositions"), owed in connection with the Premises and that are, or could become, liens against the Premises, and Md7 Capital Three shall have no obligation or liability therefor. If Owner does not timely pay any Imposition, or any installment thereof, Md7 Capital Three shall have the right to pay or discharge, or cause to be paid or discharged, such Imposition (together with any penalties and interest) and Owner shall reimburse Md7 Capital Three or its designee, immediately for all such sums, together with any reasonable costs or expenses incurred in connection therewith. In addition, in the event of Owner's default under this Agreement, Md7 Capital Three may file, record, serve or deliver a request for notice of default, deficiency or sale upon any person to whom an Imposition is payable. 13. Successor License. Upon the early termination of the License during the Assignment Term for any reason, Owner agrees that Md7 Capital Three may elect to terminate this Agreement or to become the licensee of the Premises upon terms and conditions identical to those in the License (as amended by Schedule I) (the "Md7 Capital Three License"); provided that: (a) the Md7 Capital Three License shall commence as of the License termination and expire on the Expiration Date ("Md7 Capital Three License Term"), subject to the renewal rights in Schedule I; (b) Md7 Capital Three shall not be required to pay Rent under the License during the remainder of the Assignment Term, but shall be required to make the Rent Schedule Payments (if any remain under Exhibit B) and pay to Owner all Owner Reserved Payments and Additional Premises Rent, if any; and (c) Md7 Capital Three shall have the right to assign all or any of its rights under the Md7 Capital Three License and/or sublet all or any part of the Premises without Owner's consent. The rights granted to Md7 Capital Three in this section are presently vested, irrevocable property interests. 14. Assignment; Secured Parties. Md7 Capital Three shall have the right to sublease the Premises and/or assign, sell, pledge or otherwise transfer any and all of its rights, title or interests in, to or under this Agreement, the License, the Premises or the Md7 Capital Three License, including to any pledgees, mortgagees, holders of security interests, trustees, lenders or other parties providing financing to Md7 Capital Three (individually, "Secured Party"), without the prior consent of Owner. Owner and Md7 Capital Three agree that any Secured Party shall be a third party beneficiary of all of the rights of Md7 Capital Three under this Agreement and shall be entitled to record a deed of trust or mortgage to secure its interest under this Agreement. Owner shall notify Md7 Capital Three and any Secured Party in 6WP1087A M-Tl writing of any default by Md7 Capital Three and give the Secured Party the same notice and time to cure any default as provided in this Agreement. If a termination, disaffirmation or rejection of this Agreement by Md7 Capital Three shall occur pursuant to any Laws (including any bankruptcy or insolvency Laws), or if this Agreement is terminated for any other reason, Owner will notify each Secured Party promptly and Owner shall enter into a new agreement with such Secured Party upon the same terms as this Agreement, as applicable, without any additional consideration. Any Secured Party shall have the right to intervene and become a party, but only with respect to Md7 Capital Three's involvement, in any legal or other proceeding relating to this Agreement to the extent of its security interest herein. 15. Notices. All notices under this Agreement shall be in writing and shall be deemed effective, even if refused or returned undelivered, if the same is given by first class, certified or registered mail, return receipt requested, or sent by a nationally recognized overnight courier, postage prepaid and addressed to the party to whom notice is to be given, at the address indicated herein ("Notice"). Either party may change its address for Notice, or provide additional addresses for Notice, including notices to Secured Parties, by ten (10) days prior written Notice to the other as provided herein: Owner's Address: Md7 Capital Three's Address: Village of Tequesta, Florida Md7 Capital Three, LLC Attn: Village Manager Attn: Legal Department 345 Tequesta Drive 3721 Valley Centre Drive Tequesta, FL 33469 Suite 303 San Diego, CA 92130 Send Rent Schedule Payments to: Village of Tequesta, Florida 345 Tequesta Drive Tequesta, FL 33469 Tenant's Address: Secured Party's Address: T-Mobile South LLC [if applicable] 12920 SE 38`" Street Bellevue, WA 98006 For ordinary course, day-to-day, operational issues relating to the use, occupancy, maintenance and repair of the Premises, Owner shall continue to communicate with Licensee directly in the manner set forth in the License and in accordance with applicable operating rules and regulations and local custom. Owner shall provide Md7 Capital Three with copies of all correspondence to and from Licensee and shall copy Secured Party on all notices of default under the License and this Agreement. Licensee shall be copied, pursuant to the notice instructions above, on any delinquent rent notices, termination notices, and Cancellation Notices at the same time such notice is delivered to the Owner or Md7 Capital Three, as applicable, hereunder. 16. Miscellaneous Provisions. The parties agree as follows: (a) This Agreement shall run with the Property, and shall inure to the benefit of and shall bind the successors and assigns of the parties to this Agreement; (b) Interpretation of this Agreement shall be governed by the internal laws of the State in which the Premises are located without regard for principles of conflicts of law; 6WP1087A M-Tl (c) To the extent permitted by law, each party waives any right to a jury trial in any action or proceeding to enforce or interpret this Agreement; (d) If either party is in default under this Agreement for a period of thirty (30) days following receipt of written notice from the non-defaulting party, the non-defaulting party may pursue all remedies available to it against the defaulting party at law, in equity and as provided in this Agreement; (e) The prevailing party in any action or proceeding in court or to enforce or interpret the terms of this Agreement is entitled to receive its reasonable attorneys' fees and other reasonable enforcement costs and expenses from the non-prevailing party; (f) Md7 Capital Three may enforce this Agreement by specific performance, injunction, appointment of a receiver and any other equitable rights and remedies available under the Law, it being acknowledged by Owner that money damages may not be an adequate remedy for the harm caused to Md7 Capital Three by a breach or default by Owner under this Agreement; (g) This Agreement may be executed in multiple counterparts and signatures sent by facsimile or email maybe treated as original signatures; (h) If any provision of this Agreement is found to be invalid, illegal or unenforceable in any respect, such provision shall only be ineffective to the extent of such invalidity, illegality or unenforceability and the remaining provisions shall remain in full force and effect; (i) The parties agree to cooperate with each other to sign, within ten (10) business days following the written request of the other party, a Short Form of License (to the extent that such document is not already recorded) and a Short Form of License Assignment Agreement (in the forms of Attachment 2 and Attachment 3 attached hereto); (j) Owner shall promptly furnish to Md7 Capital Three all information and documents in Owner's possession, custody or control, relating to this Agreement, the License, the Premises, the Property and Licensee as Md7 Capital Three reasonably requests, and Owner shall provide Md7 Capital Three access to the Premises, as necessary; (k) Upon the express release, waiver, expiration or termination of this Agreement for any reason whatsoever, all covenants and agreements to be performed and/or observed by either party under this Agreement which by their nature survive any release, waiver, expiration or termination of this Agreement, including Sections 5, 6, 7 and 10 shall survive such release, waiver, expiration or termination; (1) To the extent permitted by Chapter 119, Florida Statutes, Owner shall be required to keep the terms and conditions of Agreement confidential (except to the extent disclosed in the Short Form of this License Assignment Agreement); provided, however, Owner may disclose the terms and conditions of this Agreement to its employees, advisors, lenders and potential purchasers of the Property, who are bound by similar confidentiality requirements; and (m) Owner and Md7 Capital Three expressly acknowledge and agree that nothing contained in this Agreement creates any duty, obligation or liability, nor any waiver, modification or release, on the part of Licensee. 17. Entire Agreement. This Agreement, including all exhibits, schedules and attachments attached hereto and hereby incorporated by reference herein, constitutes the entire agreement between the 6WP1087A M-Tl parties as to the subject matter hereof and supersedes all prior written and verbal agreements, representations, promises or understandings between the parties as to said subject matter. Any amendments to this Agreement must be in writing and executed by Owner and Md7 Capital Three. IN WITNESS WHEREOF, the parties have entered into this Agreement as of the date first written above. OWNER: Signed, sealed and delivered in presence of: Village of Tequesta, Florida, a municipal corporation Sign: ~-C=~~ C ,~'^~J Print Name: Sign: Print Name: Signed, sealed and delivered in presence of: Sign: /~ ~-i' ~ - Print Name: Ma!°la ~faUJO Sign: ~ 'L V ~~~ ~~ Print Name: ~a~IS01 Valdez - ,. P~4Trc ~ c~.4 S . cJA-rx.~,/s Nl~yoti Md7 Capital Three, LLC, a Delaware limited liability company By: Print Name: Thomas E. Lcciti;; Vice President Title: 6WP1087A M-T1 Schedule I Additional License Terms and Conditions The following provisions shall amend the License and shall survive the expiration or early termination of the Assignment Term: 1. Expansion of Permitted Use. Owner hereby agrees that Licensee shall have the right, without the requirement of obtaining Owner's consent, to modify, supplement, replace, upgrade, expand or refurbish the equipment related to Licensee's communications facility ("Communications Facility"), increase the number of antennas thereon, modify its operating frequencies or relocate the Communications Facility within the Premises at any time during the term of the License or any renewal term, provided Tenant complies with all applicable laws. Owner shall cooperate with Licensee in all respects in connection with the foregoing. If Owner does not comply with the terms of this section, Licensee may exercise all of its rights and remedies under law or equity, including, without limitation, terminating the License and, upon such termination, shall have no further liability to Owner. Notwithstanding the above, any such modifications, supplements, replacements, upgrades, expansions or refurbishments must comply with any and all existing non-interference and height restriction provisions set forth in the License. 2. Expansion of Premises. Owner grants Licensee the right, on a space available basis, to enlarge the Premises (the "Additional Premises"), so that Licensee may implement any necessary modifications, supplements, replacements, refurbishments or expansions to the Communications Facility or to any equipment related thereto, as determined by Licensee in its sole discretion. In the event Licensee requires Additional Premises for such purposes, the monthly Rent payable for such Additional Premises shall be One Dollar and Fifty Cents ($1.50) per square foot (the "Additional Premises Rent"). The Additional Premises Rent shall be compensation for space utilized by the expansion of Licensee's room cabinet/ground area and for expansion of the antenna area(s) beyond the Premises, but Licensee's addition of coaxial cables, raceways, conduits and other ancillary equipment and such related space usage, shall not require or result in Additional Premises Rent or any other compensation to Owner. The Additional Premises Rent shall be payable to Owner at the times and in the manner set forth in the License for payment of Rent and shall be subject to adjustment (if applicable) from time to time in the same manner and percentage set forth in the License for adjustments to Rent, if any. Owner agrees to take such actions and enter into and deliver to Licensee such documents as Licensee reasonably requests in order to affect and memorialize the license of the Additional Premises to Tenant. Owner and Licensee agree that each and every reference in the License to the "Premises" shall also include the "Additional Premises" (if any). Unless Owner otherwise agrees, the Additional Premises square footage will not exceed an area equal to the current square footage of the Premises, and the configuration of the Additional Premises shall be subject to Owner's reasonable approval. Owner Initials P~ ~.~~D~ 6WP1087A M-Tl 3. Term. After the expiration of the Assignment Term, the term of the License (but not the Assignment Term) will be automatically renewed for three (3) additional terms, as set forth in the renewal term table below (each a "Renewal Term"), without further action by Licensee on the same terms and conditions of the License, unless Licensee provides written notice to Owner of its intention not to do so at least ninety (90) days prior to the end of the Assignment Term or Renewal Term, as applicable. The Rent payable during each Renewal Term (if applicable) shall be as follows: Renewal Terms Term Start Date End Date 1 1 / 10/2035 1 /9/2040 2 1 / 10/2040 1 /9/2045 3 1/10/2045 1/9/2050 Renewal Rent Schedule (Payable by T-Mobile) Period Begin Period End Payment Interval # of I 1 /10/2035 12/10/2035 12/11/2035 12/10/2036 Annual 1 12/11/2036 12/10/2037 Annual 1 12/11/2037 12/10/2038 Annual 1 12/11/2038 12/10/2039 Annual 1 12/11/2039 12/10/2040 Annual 1 12/11/2040 12/10/2041 Annual 1 12/11/2041 12/10/2042 Annual 1 12/ 11 /2042 12/ 10/2043 Annual 1 12/ 11 /2043 12/ 10/2044 Annual 1 12/ 11 /2044 12/ 10/2045 Annual 1 12/11/2045 12/10/2046 Annual 1 12/11/2046 12/10/2047 Annual 1 12/11/2047 12/10/2048 Annual 1 12/11/2048 12/10/2049 Annual 1 12/ 11 /2049 1 /9/2050 Proration 0 12/11/2049 1/9/2050 Annual 1 RENT DUE OWNER $121,304.89 $126,157.09 $131,203.37 $136,451.50 $141,909.56 $147,585.94 $153,489.38 $159,628.96 $166,014.12 $172,654.68 $179,560.87 $186,743.30 $194,213.03 $201,981.55 30 $17,265.27 $17,265.27 4. Reasonableness. If any consent, authorization or approval of either party is required or requested by the other party under or in connection with the License, such approval, consent or authorization shall not be unreasonably withheld, conditioned or delayed. Note: It is the parties' intent that the provisions of this Schedule I and the provisions of Schedule I of the Owner Letter be identical, but in the event of any conflict or inconsistency between the provisions of this Schedule 1 and the provisioi:s of Schedule I of the Owner Letter, the provisions affording Licensee more expansive rights shall govern and control. Owner Initials ~~ ~'7`~f/O! 6WP1087A M-T1 Schedule II Md7 Capital Three Wire Instructions Md7 Capital Three, LLC Account Number: 5815492763 Wells Fargo Bank, N.A. Southern California Business Banking 500 La Terraza Blvd, Suite 200 Escondido, CA 92025 Domestic ABA Routing #: 121000248 International SWIFT/'TT Code: WFBIUS6S 6WP1087A M-T1 Schedule III List of Superior, Parity or Junior Rights in License (if any) [none] 6WP1087A M-Tl EXHIBIT A License and All License Amendments [attached] 6WP1087A M-Tl LICENSE AGREEMENT This License Agreement ("Agreement") is made and entered into by and between THE VILLAGE OF TEQUESTA, a Florida municipal corporation, located at 250 Tequesta Drive, Suite 340, Tequesta, Florida 33469, hereinafter designated "VILLAGE" and OMNIPOINT HOLDINGS INC., a Delaware corporation d/b/a T-Mobile, located at 12920 SE 38th Street, Bellevue, WA 98006, hereinafter designated "LICENSEE." The VILLAGE and LICENSEE are at times collectively referred to hereinafter as the "Parties" or individually as the "Party". NOW, THEREFORE, in consideration of the mutual covenants contained herein and intending to be legally bound hereby, the Parties agree as follows: LICENSE AGREEMENT PREMISES. VILLAGE hereby grants to LICENSEE the non-exclusive right to use approximately One Hundred Fifty (150) square feet of ground space on the property of the VILLAGE for the construction, operation and maintenance of an equipment shelter, and to erect, operate and maintain communications antennas on the VILLAGE's existing communications tower ("tower"), located at 901 N. Old Dixie Highway, Tequesta, Florida 33469, ("Premises") which is located on a portion of real property owned by the VILLAGE ("Property") and which is legally described in Exhibit A, attached hereto and made a part hereof. The LICENSEE shall have the right to locate three (3) antennas on the tower at the one hundred foot (100'} height level, as more specifically shown on the site sketch attached hereto as Exhibit C. Notwithstanding anything contained herein, the VILLAGE shall maintain exclusive ownership of the tower and has the exclusive right to rent, lease or license all other space on the tower to third parties and to collect the rent from any such leases or licenses. A description of the communications antennas, wires, cables, conduits, pipes, coax, and other equipment is set forth in Exhibit B, attached hereto and made a part hereof. A site sketch depicting the location of the tower and the equipment shelter is attached hereto as Exhibit C. The equipment shelter shall be fenced and secured by and at the sole expense of the LICENSEE using an eight foot high security fence. Landscaping shall be as agreed upon by the parties prior to the commencement of construction. 2. USE. LICENSEE may use the Premises for the transmission and reception of communications signals and the installation, construction, maintenance, operation, repair and replacement of its communication equipment, antennae and related equipment, wires, cables, conduits, pipes and other accessories and improvements (collectively, the "Communications Facility"). Upon execution of this Agreement, LICENSEE shall provide the VILLAGE with copies of all Federal Communications Commission ("FCC") licenses for all frequencies used by LICENSEE on the Premises. All equipment shall be painted in a neutral color so as to have the equipment blend into the surrounding environment as best as is reasonably possible. KAREN E. ROSELLI, ESQUIRE 1 3. ACCESS. VILLAGE grants to LICENSEE the non-exclusive right of ingress and egress from a public right-of--way, seven (7) days a week, twenty four (24) hours a day, over the Property to and from the Premises for the purpose of installation, operation and maintenance of the Communications Facility, provided however that LICENSEE shall give the VILLAGE'S plant operator 24 hours advance notice prior to any such. access at (561)-575-6235 during business houxs, and (561)-262- 4326 after hours, except in the case of an emergency. LICENSEE shall comply with all reasonable security procedures established by the VILLAGE to prevent unauthorized access to the Communications Facility and the Property generally. The VILLAGE and the LICENSEE shall each designate emergency contact personnel to notify in case of an emergency requiring access to the Communications Facility. The VILLAGE reserves the right to enter the Premises at any time to visually inspect the Premises or to show the Premises to prospective licensees, lenders, or purchasers. 4. ALTERATIONS. Attached hereto as Exhibit B ("Equipment Specifications") is a list of all equipment and antennae to be operated by the LICENSEE upon the Premises. LICENSEE shall not at any time construct or install any additional antennas or equipment or make any improvements, additions, modifications or alterations other than those approved by the VILLAGE, without the written consent of the VILLAGE, which will not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, the LICENSEE acknowledges that the appearance of the tower and its compatibility with the surrounding areas is a significant and major concern of the VILLAGE and that the VILLAGE shall have the sole and exclusive discretion to approve or deny a request for the installation of additional equipment and/or antennas, based solely on aesthetics. In no event shall the LICENSEE be permitted to make changes or modifications which: (i) expand or materially change or alter the LICENSEE's use of the Premises; {ii) are installed outside of the boundaries of the Premises as depicted on Exhibit C; or (iii) may otherwise adversely affect the structure or appearance of the Premises. Whenever the LICENSEE desires to make alterations, improvements, modifications, additions or other changes to the equipment or antennae designated on Exhibit B, then the LICENSEE prior to making said changes shall provide the VILLAGE with plans and specifications which fully describe the equipment and/or antennae to be installed. The plans and specifications shall include, but not be limited to, the name of the manufacturer(s), model numbers, serial. numbers, safety requirements, dimensions, weight, frequencies, and the location of the proposed installation(s) on the Premises. The plans and specifications shall be reviewed by the VILLAGE and approved prior to the commencement of any proposed changes or improvements. After VILLAGE'S approval of the plans and specifications, an updated Exhibit B to this Agreement shall be prepared by LICENSEE and signed by both the VILLAGE and the LICENSEE; thereafter, the VILLAGE and the LICENSEE shall amend the Agreement to substitute the revised Exhibit B for the prior Exhibit B. RENT. This Agreement shall be effective on the date that the VILLAGE signs this Agreement ("Effective Date"). The initial term shall be for a five (5) year period commencing on the KAREN E. ROSELLI, ESQUIRE 2 Effective Date (the "Commencement Date"). Annual rent for the first one-year of the term of this Agreement shall be Thirty-Six Thousand and 00/100 Dollars ($35,000.00). Rent for the initial five-year term, inclusive of the four percent annual increase, in the amount of One Hundred Ninety-Four Thousand Nine Hundred Eighty-Seven Dollars and Sixty Cents ($194,987.60}, shall be paid in full by LICENSEE upon the earlier of the date of the issuance of a building permit or forty-five (45} days after the Effective Date. Thereafter, annual rent shall be paid in full and in advance to the VILLAGE or to such other person, firm or place as the VILLAGE may, from time to time, designate in writing, on each anniversary of the Commencement Date. Commencing on the first anniversary of the Commencement Date and on each anniversary thereafter, and any extension terms of this Agreement, annual rent shall increase by an amount equal to four percent {4%) of the previous year's rent. If LICENSEE fails to pay any payment of rent within fifteen (15} days after receipt of written notice from the VILLAGE of such failure, then LICENSEE shall pay a late charge in an amount equal to five percent (5%) of the amount of rent then due. The late charge will be paid to the VILLAGE within thirty (30) days after demand by the VILLAGE. LICENSEE and the VILLAGE agree that the late charge is a reasonable estimate of the extra administrative expenses incurred by the VILLAGE in handling the delinquency. Any and all sums of money or charges required to be paid by the LICENSEE under this Agreement other than the annual rent shall be considered "Additional Rent" whether or not the same is so specifically designated, and the VILLAGE shall have the same rights to enforce due and timely payment by the LICENSEE of all Additional Rent as are available to the VILLAGE relating to annual rent. At the time of payment of the annual rent for the first five-year term of this Agreement, LICENSEE shall also pay the VILLAGE aone-time financial contribution of Five Thousand Dollars ($5,000.00), for reimbursement of legal and other professional fees incurred by the VILLAGE in the negotiation and consummation of this Agreement. 6. ELECTRICAL. LICENSEE shall install an electrical meter at the Premises for the measurement of electrical power used by LICENSEE's operations. LICENSEE is responsible for paying the costs of such electrical usage directly to the local utility provider. If it is determined that LICENSEE has consumed electrical service or other utilities which are in addition to those metered by LICENSEE'S separate meter, the VILLAGE shall have the right to invoice LICENSEE for any such charges, which shall be in addition to the rent and other payments required to be made by the LICENSEE under this Agreement. The VILLAGE will not be liable for any interruption or stoppage of electrical service to the Premises or for any damage to persons or property resulting from that interruption or stoppage, unless caused by the negligence or willful misconduct of the VILLAGE, its employees, servants or agents. EXTENSIONS. LICENSEE shall have the right to extend this Agreement for three (3) additional five (5) year terms. This Agreement will automatically renew for each successive renewal term unless LICENSEE notifres VILLAGE in writing of LICENSEE's intention not to renew at least ninety (90) days prior to the expiration of the existing term. LICENSEE shall have no right to renew KAREN E. ROSELLI, ESQUIRE 3 this Agreement, if the LICENSEE is in default under any provision of this Agreement beyond any applicable grace or cure period when the then current term expires or ninety (90) days prior to the expiration of the then current term. CONSTRUCTION. MAINTENANCE• GOVERNMENTAL APPROVALS. The LICENSEE will maintain, at its sole cost and expense, the Premises in good condition, reasonable wear and tear excepted. All work must be performed by duly licensed contractars specializing in such work, shall be performed in a gaol and workmanlike manner, shall be prosecuted to completion in accordance with the plans and specifications and all applicable govemmental laws, regulations, rules, codes and orders. LICENSEE acknowledges that all work performed by or on behalf of the LICENSEE is performed and accomplished solely for the benefit and convenience of the LICENSEE and not far the benefit of the VILLAGE. LICENSEE shall ensure that the construction of the Communications Facility and any other work performed by or for the LICENSEE is performed to completion in accordance with the approved plans and that all persons or entities performing work or providing materials relating to such improvements including without limitation, all contractors, subcontractors, laborers, materialmen, suppliers and professionals, are paid in full for such services and materials. Any damage caused to the Property due to the acts or omissions of LICENSEE, its agents, employees or contractors, or any damage caused by the installation, repair, maintenance and operation of the Communications Facility, shall be repaired at the sole cost of LICENSEE. If LICENSEE fails to commence to perform its obligations under this Paragraph, the VILLAGE will notify LICENSEE in writing of the specific required repair. If LICENSEE fails to perform the maintenance or repair within fifteen (15) days of receipt such written notice from the VILLAGE, the VILLAGE may perform the maintenance or repair at Licensee's expense. LICENSEE will reimburse the VILLAGE within thirty (30) days after receipt of an invoice from the VILLAGE for the cost of such maintenance or repair. The VILLAGE shall cooperate with LICENSEE in its effort to obtain and maintain any required governmental approvals ("Governmental Approvals") and shall take no action which would adversely affect the status of the Property with respect to the permitted use thereof by LICENSEE. The VILLAGE shall not be obligated to accept any restrictions or conditions of any Governmental Approvals pertaining to the VILLAGE's use of the Property that would adversely affect the VILLAGE'S use of the Property or the market value of the Property. In the event that any of such applications for such Governmental Approvals should be finally rejected or LICENSEE determines that such Governmental Approvals may not be obtained in a timely manner or any Governmental Approval issued to LICENSEE is canceled, expires, lapses, or is otherwise withdrawn or terminated by governmental authority, or that LICENSEE determines that the Premises is no longer technically compatible for its use, or that LICENSEE, in its sole discretion, will be unable to use the Premises for its intended purposes, LICENSEE shall have the right to terminate this Agreement. Notice of LICENSEE'S exercise of its right to terminate shall be given to the VILLAGE in writing by certified mail, return receipt requested, and shall be effective upon the mailing of such notice by LICENSEE. All rent paid prior to the termination date shall be retained by the VILLAGE. KAREN E. ROSELLI, ESQUIRE 4 9. INDEMNIFICATION. To the fullest extent permitted by laws and regulations, the LICENSEE shall indemnify, defend, save and hold harmless, the VILLAGE, its officers, agents and employees from any and all claims, damages, losses, liabilities and expenses, arising out of or pertaining to the construction, maintenance, use and/or occupancy of the Premises and the Property by the LICENSEE or its subcontractors, agents, officers, employees or independent contractors. The LICENSEE shall pay all losses, claims, liens, settlements, or judgments of any nature whatsoever in connection with the foregoing indemnification, including but not limited to, reasonable attorney's fees (including appellate attorney's fees and costs). The indemnities provided by LICENSEE under this Section 9 will not extend or apply to claims, damages, losses, liabilities or expenses caused by or resulting from the negligence or willful misconduct of VILLAGE, its employees, agents or contractors. Nothing contained herein is intended nor shall it be construed to waive the VILLAGE's rights and immunities under the common taw or Florida Statute 768.28, as amended from time to time. Except for liability resulting from or arising out of the acts or omissions of VILLAGE, its servants or agents, the VILLAGE will not be liable for the following: (i) loss of or damage to LICENSEE'S property located in or on the Premises or the Property, by theft or otherwise; (ii) injury or damage to persons or property or the Premises resulting from fire, explosion, falling sheetrock, gas, electricity, water, rain, snow or leaks from any part of the Premises or from the pipes, appliances or plumbing works, street or subsurface or from any other place or by dampness; (iii) injury or damage caused by other licensees of the Property or any person on the Property, by occupants of property adjacent to the Property, by the general public, or by the construction of any private, public or quasi-public work; (iv) any latent defect in construction of the Property; or (v) any loss or damage due to imperfect or unsatisfactory communications experienced by LICENSEE for any reason whatsoever. 10. INSURANCE. During the term of this Agreement, LICENSEE will maintain comprehensive general liability and property liability insurance with liability limits of not less than $3,000,000.00 combined single limit for injury to, or death of one or more persons in any one occun•ence and for damage or destruction to property in any one occurrence and the VILLAGE wilt be named as an additional insured on all such commercial general liability policies and such coverage will be on a primary basis. In addition, the LICENSEE shall maintain worker's compensation insurance in accordance with the statutory requirements of the State of Florida. LICENSEE'S insurance must be underwritten by one or more insurance companies that are authorized to do business in the State of Florida. LICENSEE will deliver to the VILLAGE, no later than fifteen (15} days after the Effective Date, certificates of insurance evidencing the coverages required under this Agreement. All required insurance shall preclude any underwriter's rights of recovery or subrogation against the VILLAGE with the express intention of the parties being that the required coverages protect both parties as the primary insurance for any and all losses covered by the above described insurance. The provisions of this Paragraph shall survive the termination or earlier expiration of this Agreement. KAREN E. ROSELLI, ESQUIRE 5 11. ANNUAL TERMINATION. Notwithstanding anything to the contrary contained herein, provided the LICENSEE is not in default hereunder and shall have paid all rents and sums due and payable to the VILLAGE by LICENSEE, LICENSEE shall have the right to terminate this Agreement upon any anniversary of the Commencement Date provided that six (d) months prior notice is given the VILLAGE. In the event of LICENSEE'S early termination of the Agreement under this Paragraph, LICENSEE shall pay the VILLAGE a termination fee equal to one (1) year's annual advance rent, at the then current rate, which shall be in addition to any prepaid rent for the then current term. 12. INTERFERENCE. The frequencies to be used by the LICENSEE and VILLAGE are set forth on Exhibit °`D" ("Frequencies"), attached hereto. From and after the date of this Agreement, LICENSEE agrees that any additional equipment it desires to install upon the Premises shall be of the type and frequency that will not cause measurable interference to the equipment of other licensees and tenants of the Property, provided that the other licensees and tenants of the Property continue to operate within their respective frequencies and in accordance with all applicable laws and regulations. In the event of such interference, and after the VILLAGE has notified LICENSEE of such interference, LICENSEE will take all steps necessary to correct and eliminate the interference. If LICENSEE is unable to cure such interference within. seventy-two (72) hours after receipt of notice from the VILLAGE, LICENSEE agrees to temporarily discontinue use of its Communications Facility or portion thereof causing the interference until such time as LICENSEE is able to cure the interference; provided, however, LICENSEE shall be able to intermittently continue use of its Communications Facility solely for the purpose of testing whether the interference has been cured. In the event a dispute arises between the VILLAGE and LICENSEE over the source of continuing interference under this Paragraph, the VILLAGE and LICENSEE agree to mutually select an independent consultant ("Independent Consultant") with expertise in electronic telecommunications to determine the source of the interference. The Independent Consultant's determination will be conclusive. The fees for the Independent Consultant shall be shared equally by the VILLAGE and the LICENSEE; provided however that if the Independent Consultant determines that the LICENSEE's Communications Facility is the source of the interference, LICENSEE will pay all of the fees and expenses of the Independent Consultant and LICENSEE will cease all operations until the interference is resolved. The Parties acknowledge that there will not be an adequate remedy at law for non-compliance with the provisions of this Paragraph and therefore, either Party shall have the right to specifically enforce the provisions of this Paragraph in a court of competent jurisdiction. 13. REMOVAL UPON TERMINATION. Upon termination of the Agreement, LICENSEE shall, remo-ve. its equipment, fixtures and all personal property and restore the Premises to its original condition, reasonable wear and tear excepted within sixty (60) days of the date of termination. If such time for removal causes LICENSEE to remain on the Premises after termination of this Agreement, LICENSEE shall pay KAREN E. ROSELLI, ESQUIRE rent at the then existing annual advance rate, until such time as the removal of its equipment, fixtures and atl personal property are completed. If LICENSEE fails to remove its equipment, fixtures and all personal property within the sixty (b0) day period, the VILLAGE shall have the right to remove and store or dispose of such equipment, fixtures and personal property at the sale cost of LICENSEE, including all reasonable attorney's fees incurred in connection with the removal and storage or disposal of such equipment, fixtures and personal property. 14. QUIET ENJOYMENT. The VILLAGE covenants that LICENSEE, on paying the rent and performing the other covenants on its part to he performed under this Agreement, shall peaceably and quietly have, hold and enjoy the Premises. 16. TITLE. The VILLAGE covenants that the VILLAGE is seized of good anal sufficient title and interest to the Property and has full authority to enter into and execute this Agreement. The VILLAGE further covenants that there are no other liens, judgments or impediments of title on the Property, or affecting the VILLAGE's title to the same and that there are no covenants, easements, restrictions or agreements binding on the VILLAGE or the Property which prevent the use of the Premises by the LICENSEE as set forth above. 17. INTEGRATION. It is agreed and understood that this Agreement contains all agreements, promises and understandings between the VILLAGE and the LICENSEE and that no verbal or oral agreements, promises or understandings shall be binding upon either the VILLAGE or the LICENSEE in any dispute, controversy or proceeding at law, and any addition, variation or modification to this Agreement shall be void and ineffective unless made in writing signed by the Parties. In the event any provision of the Agreement is found to be invalid or unenforceable, such finding shall not effect the validity and enforceability of the remaining provisions of this Agreement. The failure of either Party to insist upon strict performance of any of the terms or conditions of this Agreement or to exercise any of its rights under the Agreement shall not waive such rights and such Party shall have the right to enforce such rights at any time and take such action as maybe lawful and authorized under this Agreement, either in law or in equity. 18. GOVERNING LAW. This Agreement and the performance thereof shall be governed, interpreted, construed and regulated by the laws of the State of Florida, and venue for any action arising out of this Agreement shall be in Palm Beach County, Florida. 19. NO SUBLETTING OR ASSIGNMENT. The parties exaressly understand and agree that the VILLAGE shall have the sole and exclusive right to lease additional space on the tower and on the ground for the installation KAREN E. ROSELLI, ESQUIRE 7 of -additional antennas. cables and equipment All rent or other compensation derived from the rent of additional tower and/or ground space shall belong exclusively to the VILLAGE and the LICENSEE shall have no rights or claims to any such revenues The assignment, subletting or subleasing of anv rights or space conferred hereunder shall constitute a material breach of this Agreement by the LICENSEE and the VILLAGE shall have the right to terminate this Agreement effective immediate and to pursue all legal aad e9uitable remedies available to it under this Agreement and applicable law This Agreement may not be sold, assigned or transferred by LICENSEE without the prior written consent of the VILLAGE, which will not be unreasonably withheld, conditioned or delayed, provided however that prior consent of the VILLAGE is not required if the assignment is made to LICENSEE'S principal, affiliates, subsidiaries of its principal or to any entity which acquires all or substantially all of LICENSEE'S assets in the market defined by the Federal Communications Commission in which the Property is located by reason of a merger, acquisition or other business reorganization. 20. NOTICES. All notices hereunder must be in writing and shall be deemed validly given if sent by certified mail, return receipt requested or by commercial courier, provided the courier's regular business is delivery service and provided further that it guarantees delivery to the addressee by the end of the next business day following the courier's receipt from the sender, addressed as follows (or any other address that the Party to be notified may have designated to the sender by like notice): VILLAGE: VILLAGE OF TEQUESTA 250 Tequesta Drive, Suite 300 Tequesta, Florida 33469 Attention: Village Manager Telephone:561-575-6200 , LICENSEE: Omnipoint Holdings, Inc. c% T-Mobile 12920 SE 38`h Street Bellevue, WA 98006 Attention: PCS Lease Administrator With a copy to Legal Department With. a copy to: Omnipoint Holdings, Inc., c/o T-Mobile 3111 W. Martin Luther King Drive, Suite 400 KAREN E. ROSELLI, ESQUIRE $ Tampa, FL 33607 Attention: Lease Administration Manager Notice shall be effective upon mailing or delivering the same to a commercial courier, as permitted above. . 21. SUCCESSORS. This Agreement shall extend to and bind the heirs, personal representatives, successors and assigns of the Parties hereto. 22. RECORDING. This Agreement shall not be recorded by either party in the Public Records. 23. DEFAULT. In the event there is a default by LICENSEE with respect to any of the provisions of this Agreement or its obligations under it, ine,luding the payment of rent, the VILLAGE shall give LICENSEE written notice of such default. After receipt of such written notice, LICENSEE shall have fifteen (15) days in which to cure any monetary default and thirty (30) days in which to cure any non-monetary default, provided LICENSEE shall have such extended period as maybe required beyond the thirty (30) days if the nature of the cure is such that it reasonably requires more than thirty (30) days and LICENSEE commences the cure within the thirty (30) day period and thereafter continuously and diligently pursues the cure to completion. 24. ENVIRONMENTAL. LICENSEE shall not incorporate into or use, place, or dispose of any hazardous or toxic materials on the Premises or the Property in violation of any environmental laws. For purposes of this Agreement, hazardous or toxic materials mean any and all materials, substances, waste and chemicals classified under applicable governmental laws, rules or regulations as hazardous, or toxic substances, materials, waste or chemicals. If LICENSEE ever has knowledge of the presence in or upon the Premises of hazardous or toxic materials, LICENSEE must immediately notify the VILLAGE in writing. 25. CASUALTY. In the event of damage by fire or other casualty to the Premises that cannot reasonably be expected to be repaired within forty-five (45) days following same or, if the Property is damaged by fire or other casualty so that such damage may reasonably be expected to disrupt LICENSEE's operations at the Premises for more than forty-five (45} days, then LICENSEE may at any time following such fire or other casualty, provided.the VILLAGE has not completed the restoration required to permit LICENSEE to resume its operation at the Premises, terminate this Agreement upon fifteen (IS) days written notice to the VILLAGE. Any such notice of termination shall cause this Agreement to expire with the same force and effect as though the KAREN E. ROSELLI, ESQUIRE 9 date set forth in such notice were the date originally set as the expiration date of this Agreement and the parties shall make an appropriate adjustment, as of such termination date, with respect to payments due to the other under this Agreement. Notwithstanding the foregoing, all rental shall abate during the period of such fire or other casualty. 26. CONDEMNATION. In the event of any condemnation of the Property, LICENSEE may terminate this Agreement upon fifteen (15) days written notice to the VILLAGE if such condemnation may reasonably be expected to disrupt LICENSEE's operations at the Premises for more than forty-five (45} days. LICENSEE may on its own behalf make a claim in any condemnation proceeding involving the Premises far losses related to the antennas, equipment, its relocation costs and its damages and losses (but not for the loss of a leasehold interest). Any such notice of termination shall cause this Agreement to expire with the same force and effect as though ~ the date set forth in such notice were the date originally set as the expiration date of this Agreement and the parties shall make an appropriate adjustment as of such termination date with respect to payments due to the other under this Agreement. 27. SUBMISSION OF LICENSE AGREEMENT. The submission of this Agreement for examination does not constitute an offer to license the use or occupancy of the Premises and this Agreement becomes effective only upon the full execution of this Agreement by the Parties. If any provision herein is invalid, it shall be considered deleted from this Agreement and shall not invalidate the remaining provisions of this Agreement. Each of the Parties hereto warrants to the other that the person or persons executing this Agreement on behalf of such Party has the full right, power and authority to enter into and execute this Agreement on such Party's behalf and that no consent from any other person or entity is necessary as a condition precedent to the legal effect of this Agreement. 28. APPLICABLE LAWS. LICENSEE shall use the Premises as may be required or as permitted by applicable laws, rules and regulations. The VILLAGE agrees to keep the Property in conformance with all applicable, laws, rules and regulations and agrees to reasonably cooperate with LICENSEE regarding any compliance required by LICENSEE in respect to its use of the Premises. 29. SURVIVAL. The provisions of the Agreement relating to indemnification shall survive any termination or expiration of this Agreement. Additionally, any provisions of this Agreement which require performance subsequent to the termination or expiration of this Agreement shall also survive such termination or expiration. KAREN E. ROSELLI, ESQUIRE 10 30. CAPTIONS. The captions contained in this Agreement are inserted for convenience only and are not intended to be part of the Agreement. They shall not affect or be utilized in the construction or interpretation of the Agreement. 31. RADON GAS. Radon is a naturally occumng radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county health department. This notice is provided pursuant to Section 404,056, Florida Statutes. 32. TAXES. The LICENSEE shall be responsible for the payment of all taxes, charges and assessments of any kind (including without limitation all real property taxes) levied, charged, or assessed against the property and/or equipment of the LICENSEE and/or which are directly attributable to LICENSEE's equipment and personal property located on the Property. 33. SAFETY CERTIFICATIONS. On each of the following occasions, LICENSEE will provide the VILLAGE with a certification from a qualified independent third party acceptable to the VILLAGE ("Safety Certification"): (i) prior to commencing installation of the equipment and Communications Facility; {ii) within sixty (60) days after commencing operation of the Communications Facility; and (iii) at any subsequent time that LICENSEE makes material alterations to the Communications Facility that affect in any manner the equipment, Communications Facility or radio frequency transmissions from the equipment or the Communications Facility. Each Safety Certification must verify that: (i} the Communications Facility does not generate radio frequency emissions at a level that could cause persons in uncontrolled areas to be exposed to radiation in excess of the Maximum Permissible Exposure levels established by FCC regulations; (ii) the Communications Facility does not generate radio frequency emissions at a level that could cause persons who enter controlled space, as defined by FCC regulations, to be exposed to radiation in excess of the Maximum Permissible Exposure levels established by the FCC for occupational exposure. If the Safety Certification does not provide the verifications described herein, then VILLAGE may terminate this Agreement effective upon written notice to LICENSEE. KAREN E. ROSELLI, ESQUIRE 11 34. ATTORNEY'S FEES. It is the understanding of the Parties that if legal action is required to enforce this Agreement, the prevailing party will be entitled to reasonable attorney's fees and costs in addition to any other relief to which the prevailing party is awarded. 35. ACCORD AND SATISFACTION. In the event the LICENSEE pays an amount than is less than the amount stipulated to be paid under this Agreement, such payment shall be considered to be made only on account of the stipulated amount. No endorsement or statement on any check or letter shall be deemed to be an accord and satisfaction. The VILLAGE may accept any check or payment without prejudice to the VILLAGE'S right to recover the balance due or to pursue any other remedy available to the VILLAGE pursuant to this Agreement or under the law, 36. LIST OF LICENSE AGREEMENT EXHIBITS (ALL OF WHICH ARE INCORPORATED HEREIN AND MADE A PART HEREOF): EXHTBIT A- Legal description. EXHIBIT B- Equipment Specifications EXHIBIT C- Site sketch/site plan EXHIBIT D- Frequencies IN WITNESS WHEREOF, the Parties hereto have set their hands and affixed their respective seals the day and year first above written. VILLAGE: WIN ____ Name: S ~ ~ ~ IT ESS Name: .~'~d~c/ A,. ~(~l~i.~ By: ._.- - Name: Michael Co z Title: Village Manager LICENSEE: Omnipo' oldings, Inc, d/b/a/ T-Mobile By: Name. Patrick Monroe Title: Technical Director Engineering & Operations KAREN E. ROSELLI, ESQUIRE 12 EXHIBIT A LEGAL DESCRIPTION OF THE PROPERTY A 60.00 FOOT BY 40.0 FOOT PARCEL OF LAND LYING IN SECTION 30, TOWNSHIP 40 SOUTH, RANGE 43 EAST, BEING APART OF THE VILLAGE OF TEQUESTA BEING MORE PARTICULARL DESCRIBED AS FOLLOWS: COMMENCE AT THE SOUTHEAST CORNER OF THE NORTHWEST ONE- QUARTER (NW 1/4) OF THE NORTHWEST ONE-QUARTER (NW 1/4) OF SAID SECTION 30; THENCE NORTH 00 09' 57" W ALONG THE EAST LINE OF SAID NW '/4 OF THE NW 1/4, A DISTANCE OF 553.63 FEET; THENCE SOUTH 52 34'05" WEST, A DISTANCE OF 229.81 FEET TO THE POINT OF BEGINNING OF THE SPRINT PCS LEASE AREA; THENCE CONTINUE SOUTH 52 34'05" WEST, A DISTANCE OF 40.00 FEET; THENCE NORTH 35 32'56" WEST, A DISTANCE OF 60.00 FEET; THENCE NORTH 52 34'05" EAST, A DISTANCE OF 40.00 FEET; THENCE SOUTH 35 32'56" EAST, A DISTANCE OF 60.00 FEET TO THE POINT OF BEGINNING. CONTAINING 2,400 SQUARE FEET, MORE OR LESS. EXHIBIT B SPECIFICATIONS OF EQUIPMENT ATTACHED KAREN E. ROSELLI, ESQUIRE 14 E1V~..~ !1 %r•rlr•xs <- ~ ,:12.. • ~.. -^~~ .. 72.. ` ~~ AF ~ CONN@faORS-~ Electrical Azimuth Beatrrwidlh (-3 d8) 65° Elevation Beamwidth (-3 d8) 4.5° Gain 18.5 d8i (i6,d d6d) Polarization Start, t 45° Part-to-Fort Isolation, >30 d8 Front-to-8ack Ratio >35 d8 Electrical OowntJlt OCticns 0', 2' VSWR t.35 t b+ax Connecters 4; T•16 OIN (female} Power Fondling 250 Watts CW Passive Intermoduiahon -147 C8c (2x20W (~43 dBm)j Lightning Protecfion Chassis Ground Opti Range'" DR65-1g-X~DPO Mechanical 65° he:rnutiirlt}a l'i.> d 1{i :;airy ~~~ Uual [)uall'ol 7? inch Dimensrons {l x W x D) 72in x 12in x 4in (iB2.g cm z 30.5 cm z 10.2 crn) Ra!ed Wind Velocity 130 mph (209 kmmr) Equivalent Flat Pale Area 6 ft' (.56 m~ Front Wlnd Load @ 100 mph (751 kph) 173 Ibs (Tfi8 N) SiCe Wird Load @ 100 rnpt: (161 kph) 58 !bs (256 N) Weight 321bs (15 kg} Note: Patent Pending and US Patent number 5, 757, 246. Values and panems are representative ana vanatwns may occur. Spedticatlons may charge vrthout nonce due !c continuous product enharcemants. Digitized pattam Caa is ava,tahk: ham "te 'actory or via Cie weE sae www.emswire:ess.com and reflect aA up~a!es, tilodel Vumber Des~r~ticr Comments MT7,-POa10 _ MTi;-S02-70 5landard Mourl (Supplied w,th antenna) S Mounts to Wa!I ?r 1.5 inch.to 5.0 inch 0.0. Pole (3.8 cm to 12.7 un) _ . .. MTtrOXX-20' wivel Mount Mechanical Oownt4l K;ts ~ Mounting kit providing azimufr adjustment., _,_ ._ - __ _ _ _ __ 0' -10' or 0• - 15' Mechanical Dtnvntdt ~ ~~ ~ MT~3-CXX-t0• M Duster Mount Kits _ __ _ _ _ _ _ _ J antennas 120° apartt or 2 antennas 180 _~apart ' ~ - + - -~ TV;-C02-10 U-8o1t quster Mount I(it _ _ _ _ _ 3 antennas 120° apart , d 5' O.D. pole. --~ ~" MTt~-TXX-10• Steel Band Mount Model number st?own represents a ser'es of products. See mcurtirg op , Pole diameters 7 5' - d5' - - -- _. __ . . tions section for specific model n,:mCer. zro• 2tl~ 700• 2~0' /, tic, ~---•\ 700• n 700' 2~0' 100' w• www.emswiretess.com 0' f~L' 0° Downtilt 9~' +1 770.32 G55~ 0 - 1/0 Ete'.atlcn i2o•~'~~. ~' .r)~Wrlt1lt +~' Fax -" 770.729.0036 0' ERt ~C~~C)N~,.,. . ______.___r-_. ~~. Michael Lane Don Dobson CMS 40 /Personal Communications Services s.v.~ t...i n..~c w.r~ rwo r.r.r S 1 RUiZRC/Ft8S96004.TEC c~.m. r...a. s... w....... I/23/96 B m:imsoff'ice.42~winword ., Site Engineering Quick Reference Sheet !Physical Dimensions & Characteristics: Radio Cabinet; Mo»ntinng ash; F.xtend~ablg Base; (Rooftop) Width = S I in. Width = 51 in. Width = S I in. Depth = 28 in. Depth = 28 in. Depth = 28 in. Height = 48 in. Height = 16 in. Height = 6 in. Totals Width = 51 in. Depth = 28 in, Height = 64 in. WeiE~: (increase to 70 in. if using Cable Basel Basic Cabinet = X98 lbs. Equipped = 933 lbs. (excl. batteries) ltiiounting Base = 230 lbs. Cable Base = 75 lbs. (-~- 40 w ded Footing Support} Totals = 1320 lbs. (1395` 4 5 /Cable Base) _..~ Floor Loading~ullvLyyy~~,}~ed) 133 pounds per square foot. (Radio Cabinet & Mounting Base only) **Aciual floor loading will depend upon floor structure and adjacent equipment Acouctic Noise (c1osP to wall or o i~Pr ~+".•+.~r,.tA~~• * * 62 dBA @ 0 ft. (* * 65 decibels is approx. equivalent to **40 dBA @ 30 ft. normal human speech) wailabie olorc; Forest Green and Light Gray a.. 2 Paint Tune; Powder Coat -Baked Enamel Ew SITE PLAN/SKETCH OF TOWER AND EQUIPMENT SHELTER KAREN E. ROSELL2, ESQUIRE 15 ~ '' ~ ~ Zz ^ ~ .r.{ w ~'~~ ~ ~ 'a W 7~ a xa ~ 0. o Q Hsu{ F a ; = ~ E ~s 3Za~~ ~ ~ W Z U '3 : g C cY o a a ~~ O hW- W S Y- W t ~ -~ s~ o~ 0 3 w ~n'dtx7t'J N916m NQ:YJINf1W'10'J l'M E/•O ~:1P].LAdry: 3 N .~: O O ~ ~ i H d = n ~ ~ ~ J ~t X ~_ w,~ ~mL _ ~ Q W ~ $~ 803 ~0~ „ << Z yyppr~~~~ ~ W Z ~~'la[[j Y!U V ~6 y~ty.Z ~It NzV ZO W WO ^--.._.y tl31Mi~ OVtl MNi1NV i71Gp+•: ~ .0-.001 A71Ni7 CVtl i1i ICY1V7 p11151xi -O-.LCt lMG I i1 ilpypYl~ .0G i 1W• Z 4 ~~ ~ ~ s~ ,~ o~ ~:~ ~~ 7~ ~~ ~~ ~~~ ~~ x - -- x x x / / 1 `l t U ~ " ~ a (~ ' i - ~ ~ 2 _ W J I ~~ ~' o O „ N ~i - .~ ~ - .( ~ . a: _.--- x _- x .._._ ... x .. .. x ~ _.. -~ o _ I ~ W 2 i 4 ~? ~ ~ ~ ' ..~~tt f o h ~j xN_ y~A_( p<S ~N(p N m fN~ Yt ~ u%i E -1 YlLL WHO Wry W~ W~ W EXHIBIT D FREQUENCIES Transm:i.t 1965 - 1975 MHz Receive 1885 - 1890 MHz KAREN E. ROSELLI, ESQUIRE 16 EXHIBIT B Rent Schedule Payments Assignment Rent Schedule (Md7 Payable to Owner) 1/10/2010 12/10/2010 NO RENT D LTE OWNER 12/11/2010 12/10/2011 Annual 1 $45,503.50 12/11/2011 12/10/2012 Annual 1 $47,323.64 12/11/2012 12/10/2013 Annual 1 $49,216.59 12/ 11 /2013 12/ 10/2014 Annual 1 $51,185.25 12/11/2014 12/10/2015 Annual 1 $53,232.66 12/11/2015 12/10/2016 Annual 1 $55,361.97 12/11/2016 12/10/2017 Annual 1 $57,576.45 12/11/2017 12/10/2018 Annual 1 $59,879.51 12/11/2018 12/10/2019 Annual 1 $62,274.69 12/11/2019 12/10/2020 Annual 1 $64,765.68 12/11/2020 12/10/2021 Annual 1 $67,356.31 12/11/2021 12/10/2022 Annual 1 $70,050.56 12/11/2022 12/10/2023 Annual 1 $72,852.58 12/11/2023 12/10/2024 Annual 1 $75,766.68 12/11/2024 12/10/2025 Annual 1 $78,797.35 12/11/2025 12/10/2026 Annual 1 $81,949.24 12/11/2026 12/10/2027 Annual 1 $85,227.21 12/11/2027 1/9/2035 Rent Abated 0 ABATED i~-/~/0 9 Owner Initials 6WP1087A M-Tl Attachment 1 Owner Letter [attached] 6WP1087A M-Tl Attachment 2 Short-Form of License [attached] 6WP1087A M-Tl Attachment 3 Short Form of License Assignment Agreement [attached] 6WP1087A M-Tl TO: T-Mobile South LLC 12920 SE 38`h Street Bellevue, WA 98006 Attn: Lease Compliance Owner Letter RE: License Agreement dated December 11, 2003, for the Site located at 901 North Old Dixie Highway, Tequesta, FL 33469 (as supplemented and amended, the "Assigned License"). PLEASE BE ADVISED THAT for the period commencing on January 10, 2010, and ending on January 9, 2035 (the "Assignment Term"), the undersigned, being the landlord or licensor under the Assigned License (as applicable, "Owner"), has assigned, transferred and conveyed all of its rights, title and interests in, to and under the Assigned License, including Owner's interest in all rents payable by you as the tenant or licensee thereunder, to: Md7 Capital Three, LLC, a Delaware limited liability company (together with its successors and assigns, "Md7 Capital Three"). Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in that certain License Assignment Agreement between Landlord and Md7 Capital Three, which assigns the rights, title and interests of Landlord under the Assigned License to Md7 Capital Three ("License Assignment Agreement"). EFFECTIVE IlVIlI~IEDIATELY, you are hereby instructed to pay all Rent accruing during the Assignment Term to Md7 Capital Three, in accordance with the directions of Md7 Capital Three or its designee and to otherwise recognize Md7 Capital Three or its designee as the assignee of all of Owner's right, title and interest under the License during the Assignment Term. Without limiting the generality of the foregoing, Owner acknowledges and agrees that Licensee may rely upon any consent, waiver or other action made by Md7 Capital Three as landlord or licensor during the Assignment Term relative to the Assigned License, subject to the limitations set forth in the paragraph entitled "Amendment" below. AMENDMENT: Upon your execution of this instrument, the Assigned License shall be deemed amended to include those provisions set forth on Schedule I hereto. Licensee and Md7 Capital Three may enter into additional modifications of the License during the Assignment Term; provided, however, that no amendments to the Assigned License shall be binding upon Owner following an Early Termination (as hereinafter defined) or the expiration of the Assignment Term other than (a) the amendments set forth on said Schedule I hereto or (b) any other modifications or agreements to the Assigned License that are approved by Owner, which approval shall not be unreasonably withheld, conditioned or delayed. Nothing contained herein or in the License Assignment Agreement or any other documentation between Md7 Capital Three and Owner (collectively, the "License Assignment Documents") shall be construed so as to waive, release or modify (i) any obligation which Owner has agreed to perform under or in connection with the Assigned License, including, without limitation, Owner's covenant of quiet enjoyment in favor of Licensee and any obligation of Owner to furnish access, utilities or other services to Licensee, or (ii) any other right or remedy of Licensee under or in connection with the Assigned License. For the avoidance of doubt, Licensee shall at all times be permitted, but not obligated, to contact, and work directly with, Owner in connection with enforcing the performance of, and/or resolving any default of, lessor's/licensor's obligations under the Assigned License. RENT PAYMENTS: No Rent or other payments shall be due or owing from Licensee to Owner during the Assignment Term, but instead Licensee shall pay rent to Md7 Capital Three or its designee, subject to the terms and conditions set forth in the paragraph below entitled "Termination and Reversion." Notwithstanding the foregoing, all Owner Reserved Payments specified in the License Assignment Agreement (if any) and all Additional Premises Rent specified in the License Assignment Agreement (if any) shall continue during the Assignment Term to be payable to Owner or (if applicable) such service provider, taxing authority or other person as may be designated in the Assigned License as the payee of 6WP 1087A M_T2 Owner Reserved Payments and/or Additional Premises Rent. Notwithstanding anything to the contrary contained herein or in the License Assignment Documents, (a) Md7 Capital Three, not Licensee, shall be solely responsible for any and all any Rent Schedule Payments (as deemed in the License Assignment Agreement) and other obligations of Md7 Capital Three under the License Assignrent Documents, and (b) neither any failure by Md7 Capital Three to make any Rent Schedule Payment, nor any failure to perform any of Md7 Capital Three's other duties or obligations under the License Assignment Documents, shall ever give rise to any eviction, collection or other action as against Licensee, or any other interference with Licensee's use or enjoyment of the subject premises, but Licensee shall have a continuing right to license the subject premises on the terms and conditions of the Assigned License, as more particularly described in the paragraph below entitled "Termination and Reversion." TERMINATION AND REVERSION: Owner shall have no right to terminate the License Assignment Agreement prior to the end of the Assignment Term, unless Md7 Capital Three fails to cure any default in the payment of Rent Schedule Payments within the applicable time periods (including the expiration of all applicable grace, cure and notice periods) set forth in the License Assignment Agreement (a "Rent Schedule Payment Default"). Owner shall promptly notify Licensee in writing of each Rent Schedule Payment Default and of any termination of the License Assignment Agreement; it being agreed that any such termination prior to the end of the Assignment Term ("Early Termination") shall be effective upon the delivery of written notice thereof to Licensee. Upon any such Early Termination or upon the expiration of the Assignment Term (each, as applicable, the "Reversion Date"), the Assigned License shall (if the same shall not have previously been terminated) automatically revert to a direct lease or license (as the case may be) between Owner as lessor/licensor and Licensee as lessee/licensee, upon the terms and conditions set forth herein. From and after the first day of the first full year following the Reversion Date, Licensee shall pay Rent, in the amounts and frequency as designated on Schedule II attached hereto and incorporated herein ("Schedule II Rent Payments") to Owner directly and Licensee shall not be responsible for any further payments to Md7 Capital Three relating to the Assigned License. Md7 Capital Three hereby authorizes Licensee's payment of Rent to Owner from and after Licensee's receipt of an Early Termination Notice or any other occurrence of the Reversion Date and hereby releases and discharges Licensee from any liability to Md7 Capital Three on account of such payments of Rent to Owner. Without limiting the generality of the foregoing, if there is a dispute as whether the Reversion Date has occurred, then Licensee may elect, in its sole discretion, to pay Rent, in the amount of the Schedule II Rent Payments, to either Owner or Md7 Capital Three, or into an escrow account established by Licensee, each of which payments by Licensee shall be deemed full payment of Licensee's obligations to both of Owner and Md7 Capital Three so long as, with respect to any amounts paid into an escrow account by Licensee, Licensee releases such amounts from the escrow account pursuant to a court order or by the joint written direction of Owner and Md7 Capital Three in form and substance reasonably acceptable to Licensee. Owner and Md7 Capital Three acknowledge that Licensee may require up to thirty (30) days to process changes in payment directions and Owner and Md7 Capital Three agree that any payment made prior to the expiration of said thirty (30) day period may be made pursuant to prior payment directions in effect before the Reversion Date. If an Early Termination occurs at any time before the last day of any Rent Lock-in Period (as hereinafter defined), and the Assigned License has reverted to a direct lease or license (as applicable) between Owner and Licensee as aforedescribed, then Licensee shall not have the right to terminate the Assigned License prior to the expiration of the Rent Lock-in Period unless Licensee's rights to occupy or use the subject premises for Licensee's intended telecommunications purposes are impaired at any time due to (a) any bankruptcy or insolvency proceeding involving Owner or any other party other than Licensee; (b) any uncured default, gross negligence or willful misconduct of Owner; (c) any casualty damage not caused by Licensee, its agents, employees, contractors or invitees; (d) any taking or condemnation under the power of eminent domain; or (e) any tax sale, foreclosure or other proceeding not caused by Licensee. In the event of any such termination, Licensee shall have no further obligation under the Assigned License, including, without limitation, any obligation to pay any Schedule II Rent Payments that would otherwise have been due for 6WP1087A M-T2 the remainder of the Rent Lock-in Period following the date of termination. Licensee's rights to terminate or non-renew the Assigned License after the Rent Lock-in period shall be governed by the terms and conditions of the Assigned License. For purposes hereof, the term "Rent Lock-in Period" shall mean that period of time (if any) expressly described on Schedule III hereto as the Rent Lock-in Period. MISCELLANEOUS: For purposes hereof, the terms "Owner," "Licensee" and "Md7 Capital Three" shall mean each such party as defined herein, together with their respective successors and assigns. Without limiting the generality of the foregoing, Owner shall assign all of its rights, duties and obligations hereunder to any successor owner of the subject premises, and shall give Licensee and Md7 Capital Three prompt written notice of any such conveyance. Signatures hereon and acknowledgement sent by facsimile, a-mail or other electronic means shall be treated as original signatures. This instrument may be executed in multiple counterparts and shall be binding on Owner irrespective of whether Owner receives signed counterparts hereof. In the event of a conflict between the terms of this Owner Letter and the License Assignment Agreement, the terms of this Owner Letter shall control as to the subject matter hereof. THANK YOU FOR YOUR COOPERATION. Signed, sealed and delivered in presence of: OWNER/ASSIGNOR: Village of Tequesta, Florida, a municipal corporation Sign 1----~-~'~f ` C~~~ L Print Name ~~ j 7"'/ ~, Sign ~ ~~ICLc~~Q~1~' Pp Print Name: f~,4?72.c c.~~F s. ~A~ kin/s MAYo~ Print Name C.CNt ~LL~-11~ ~EptARATED .~_ ~, ~: Q- Md7 Capital Three /ASSIGNEE: Signed, sealed and delivered in presence of: Md7 Capital Three, LLC, a Delaware liability company Sign i ~,~ ~ By: - ~~ --- Print Name Marla AraUjO Print i Sign ~lLl,~`~ ~'~J Title: Print Name nllarisol Vald ~ homas E. Ledda Vice President 6WP1087A M_T2 ACKNOWLEDGMENT The undersigned Licensee hereby acknowledges and accepts receipt of this instrument and consents to the assignment of Landlord's right, title and interest in the Assigned License to Md7 Capital Three on the terms and conditions described herein. LICENSEE: Signed, sealed and delivered in presence of: Sign ~~}~GG~~tJL(X.CJ Print Name ~~j ~~Lw' Sign Print Name ~ ~ ~~~ T-Mobile South LLC, a Delaware limited liability company BY~ _ ~~ Print Name: Jared Ledet Title: Director/Regional Development South Region 6WP1087A M_T2 SCHEDULE I Additional License Terms and Conditions The following provisions shall amend the License and shall survive the expiration or early termination of the Assignment Term: 1. Expansion of Permitted Use. Owner hereby agrees that Licensee shall have the right, without the requirement of obtaining Owner's consent, to modify, supplement, replace, upgrade, expand or refurbish the equipment related to Licensee's communications facility ("Communications Facility"), increase the number of antennas thereon, modify its operating frequencies or relocate the Communications Facility within the Premises at any time during the term of the License or any renewal term, provided Tenant complies with all applicable laws. Owner shall cooperate with Licensee in all respects in connection with the foregoing. If Owner does not comply with the terms of this section, Licensee may exercise all of its rights and remedies under law or equity, including, without limitation, terminating the License and, upon such termination, shall have no further liability to Owner. Notwithstanding the above, any such modifications, supplements, replacements, upgrades, expansions or refurbishments must comply with any and all existing non-interference and height restriction provisions set forth in the License. 2. Expansion of Premises. Owner grants Licensee the right, on a space available basis, to enlarge the Premises (the "Additional Premises"), so that Licensee may implement any necessary modifications, supplements, replacements, refurbishments or expansions to the Communications Facility or to any equipment related thereto, as determined by Licensee in its sole discretion. In the event Licensee requires Additional Premises for such purposes, the monthly Rent payable for such Additional Premises shall be One Dollar and Fifty Cents ($1.50) per square foot (the "Additional Premises Rent"). The Additional Premises Rent shall be compensation for space utilized by the expansion of Licensee's room/cabinet/ground area and for expansion of the antenna area(s) beyond the Premises, but Licensee's addition of coaxial cables, raceways, conduits and other ancillary equipment and such related space usage, shall not require or result in Additional Premises Rent or any other compensation to Owner. The Additional Premises Rent shall be payable to Owner at the times and in the manner set forth in the License for payment of Rent and shall be subject to adjustment (if applicable) from time to time in the same manner and percentage set forth in the License for adjustments to Rent, if any. Owner agrees to take such actions and enter into and deliver to Licensee such documents as Licensee reasonably requests in order to affect and memorialize the license of the Additional Premises to Licensee. Owner and Licensee agree that each and every reference in the License to the "Premises" shall also include the "Additional Premises" (if any). Unless Owner otherwise agrees, the Additional Premises square footage will not exceed an area equal to the current square footage of the Premises, and the configuration of the Additional Premises shall be subject to Owner's reasonable approval. ~.z/4 ~0 9 Owner Initials 6WP1087A ]y]_'j'2 3. Term. After the expiration of the Assignment Term, the term of the License (but not the Assignment Term) will be automatically renewed for three (3) additional terms, as set forth in the renewal term table below (each a "Renewal Term"), without further action by Licensee on the same terms and conditions of the License, unless Licensee provides written notice to Owner of its intention not to do so at least ninety (90) days prior to the end of the Assignment Term or Renewal Term, as applicable. The Rent payable during each Renewal Term (if applicable) shall be as follows: Renewal Terms Term Start Date End Date 1 1 /10/2035 1 /9/2040 2 1 / 10/2040 1 /9/2045 3 1 /10/2045 1 /9/2050 Renewal Rent Schedule (Payable by T-Mobile) Period Begin Period End Payment Interval # of Pmts Pro Days Pro Amount Rent Payable 1/10/2035 12/10/2035 NO RENT DUE OWNER 12/11/2035 12/10/2036 Annual 1 $121,304.89 _._ - -! 12/11/2036 12/10/2037 Annual 1 $126,157.09 12/11/2037 12/10/2038 Annual 1 $131,203.37 12/11/2038 12/10/2039 Annual 1 $136,451.50 12/11/2039 12/10/2040 Annual 1 $141,909.56 12/11/2040 12/10/2041 Annual 1 $147,585.94 12/11/2041 12/10/2042 Annual 1 $153,489.38 12/11/2042 12/10/2043 Annual 1 $159,628.96 12/11/2043 12/10/2044 Annual 1 $166,014.12 12/11/2044 12/10/2045 Annual 1 $172,654.68 12/11/2045 12/10/2046 Annual 1 $179,560.87 12/11/2046 12/10/2047 Annual 1 $186,743.30 12/11/2047 12/10/2048 Annual 1 $194,213.03 12/11/2048 12/10/2049 Annual 1 $201,981.55 12/11/2049 1/9/2050 Proration 0 30 $17,265.27 12/11/2049 1/9/2050 Annual 1 $17,265.27 4. Reasonableness. If any consent, authorization or approval of either party is required or requested by the other party under or in connection with the License, such approval, consent or authorization shall not be unreasonably withheld, conditioned or delayed. Note: It is the parties' intent that the provisions of this Schedule I and the provisions of Schedule I of the Owner Letter be identical, but in the event of any conflict or inconsistency between the provisions of this Schedule I and the provisions of Schedule I of the Owner Letter, the provisions affording Licensee more expansive rights shall govern and control. /~l~~v 9 Owner Initials PoS.~ 6WP1087A M_7~ SCHEDULE II Schedule II Rent Payments Assignment Rent Schedule (Md7 Payable to Owner) 1 /10/2010 12/10/2010 12/11/2010 12/10/2011 Annual 1 12/11/2011 12/10/2012 Annual 1 12/ 11 /2012 12/ 10/2013 Annual 1 12/ 11 /2013 12/ 10/2014 Annual 1 12/ 11 /2014 12/ 10/2015 Annual 1 12/11/2015 12/10/2016 Annual 1 12/11/2016 12/10/2017 Annual 1 12/11/2017 12/10/2018 Annual 1 12/11/2018 12/10/2019 Annual ~ 1 12/ 11 /2019 12/ 10/2020 Annual 1 12/ 11 /2020 12/ 10/2021 Annual 1 12/ 11 /2021 12/ 10/2022 Annual 1 12/11/2022 12/10/2023 Annual 1 12/11/2023 12/10/2024 Annual 1 12/11/2024 12/10/2025 Annual 1 12/11/2025 12/10/2026 Annual 1 12/11/2026 12/10/2027 Annual 1 12/11/2027 1/9/2035 Rent Abated 0 NO RENT DUE OWNER $45,503.50 $47,323.64 $49,216.59 $51,185.25 $53,232.66 $55,361.97 $57,576.45 $59,879.51 $62,274.69 $64,765.68 $67,356.31 $70,050.56 - $72,852.58 $75,766.68 --- _ $78,797.35 $81,949.24 __- -- $85,227.21 ABATED i~H~oq Owner Initials 6WP1087A M-"f2 SCHEDULE III Rent Lock-in Period: The period commencing on January 10, 2010, and ending on January 9, 2020. 6WP1087A M-T2 THIS DOCUMENT PREPARED BY, and WHEN RECORDED RETURN TO: Michael Fraunces, President (858) 799-7850 Md7 Capital Three, LLC 3721 Valley Centre Drive Suite 303 San Diego, CA 92130 Tax Parcel #: 60-43-40-30-00-000-3170 LICENSE ABOVE FOR RECORDER'S USE This License Agreement ("License") is entered into effective as of November 6, 2009, by and between Village of Tequesta, Florida, a municipal corporation, previously referred to as The Village of Tequesta, a Florida municipal corporation ("Owner"), whose mailing address for notices is 345 Tequesta Drive, Tequesta, FL 33469 and T-Mobile South LLC, a Delaware limited liability company, as successor in interest to Omnipoint Holdings, Inc., a Delaware corporation d/b/a T-Mobile ("Licensee"), whose mailing address for notices is Attn: Lease Administration, 2001 Butterfield Road, Suite 1900, Downers Grove, IL 60515; with a copy to: T-Mobile USA, Inc., Attn: Lease Administrator and Legal Department, 12920 South East 38~' Street, Bellevue, WA 98006-1350. 1. Owner, for and in consideration of the rents, covenants, agreements and stipulations herein contained, to be paid, kept and performed by Licensee, has licensed and rented, and by these presents hereby licenses and rents unto Licensee, and Licensee hereby licenses upon the terms and conditions herein contained, certain premises, together with any and all other space currently utilized by Licensee ("Premises"), that are a portion of that certain real property located at 901 North Old Dixie Highway, Tequesta, FL 33469 ("Property") described on Exhibit A attached hereto and incorporated herein; and 2. This License shall create the relationship of owner and licensee between the parties hereto, the terms and conditions of which relationship are set forth in that certain License Agreement dated December 11, 2003, between Owner and Licensee, as amended (the "Site License"), which document is hereby incorporated as if set forth herein in full. 3. This License commenced on December 11, 2003, and expires on December 10, 2008, subject to the provisions of the Site License. 4. Licensee has three (3) consecutive options to extend or renew the term of this License, each for a period of five (5) years. 5. This License is not intended to amend or modify, and shall not be deemed or construed as amending or modifying, any of the terms, conditions or provisions of the Site License, all of which are hereby ratified and affirmed. In the event of a conflict between the provisions of this License and the provisions of the Site License, the provisions of the Site 6WP 1087A FL -M-T4 License shall control. This License shall be binding upon and inure to the benefit of the parties and their respective heirs, successors, and assigns, subject to the provisions of the Site License, and shall run with the land and bind all assignees, transferees or successors of the parties' respective interests. This License may be recorded in the relevant recording jurisdiction where the Premises are located. IN WITNESS WHEREOF, the parties have executed this License under seal on the day and year first above written. OWNER: Signed, sealed and delivered in presence of: Sign _ Print Name ~~ T Ty ~,~}-Ll 1Z, 1 Q 1 -C:~..~~ 1~( l sign ~ OlC r 1)l;(.L)1.,~-(C~1lJr~' ,~,~,,,~~ ~,.r'' Q F Print Name ~~ u; ~ ~a~ .INCORPORATED; ~, ~~ LICENSEE: Signed, sealed and delivered in presence of: Sign ~~' ~1~C~" Print Name t~W 1l/~ tt~~ sign ~/ ~ I ~~ Print Name `~ '€; j~.~ Village of Tequesta, Florida, a municipal corporation By: ~~ ~CJ• 4JG.e~ Print Name: P~4Tk2.~ciq~ 5 . [.rJ~177C ~n/s T-Mobile South LLC a Delaware limited liability company By: ~~ Print Name: Jared Ledet Title: Director-Regional Development South Region 6WP1087A FL -M-T4 OWNER ACKNOWLEDGEMEI~TT STATE OF ~ I O (~ c~ p ) COUNTY OF L a- (M ~~ ~~ ) On 1~ ~~ -E' -'Yl ~ ,~- y , 20 U ~i before me, [print name and title of notarial officer here:] ~~ ~ i (Yl N~ (~ ~ [~ a~S personally appeared [print name of person whose signature is being acknowledged here:] ~L~ f (1 C 1 C ,~ ~ ~,E~L1t Ike ~~ S who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that ~he_ executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. s,{tti'~'Y P Lori McWilliams ~~c~~~- ,. Cop mission DD 798791 Signature ~ o: Ex fires October 18, 2012 ~~~RF ~°,~ Bonded TMu Troy Fain hrsutance 8003857019 (Seal) My commission expires: LICENSEE ACKNOWLEDGEMENT STATE OF 1~CCCS ) COUNTY OF ~~I~V1 ) On ~ 20 ~`l before me, [print name of notarial officer here:] ~~~k (_ - `Q,~;~,a,--~, ,Notary Public personally appeared Jared Ledet, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. ` { ~~~ r . : ~,, t,>,iy,~ ! , r s ~ G ,fin -,~# ~ ~ ~ Signature ` "`.' ~ L~ t .~„ r ~ ,-~, , ' , r~i • c ;. ~ , ~ .. ~, :, My commission expires: " "~'"°"J°~~ ~ ~=" ..~ ~ . 6WP1087A FL -M-T4 EXHIBIT A PREMISES DESCRIPTION AND LEGAL DESCRIPTION OF THE PROPERTY Street Address: 901 North Old Dixie Highway, Tequesta, FL 33469 Tax Parcel #: 60-43-40-30-00-000-3170 Legal Description: That certain cell tower site (and easement) located on a portion of the real property described as follows: A 60.00 FOOT BY 40.0 FOOT PARCEL OF LAND LYING IN SECTION 30, TOWNSHIP 40 SOUTH, RANGE 43 EAST, BEING APART OF THE VILLAGE OF TEQUESTA BEING MORE PARTICULARL DESCRIBED AS FOLLOWS: COMMENCE AT THE SOUTHEAST CORNER OF THE NORTHWEST ONE- QUARTER (NW 1/4) OF THE NORTHWEST ONE-QUARTER (NW 1/4) OF SAID SECTION 30; THENCE NORTH 00 09' 57" W ALONG THE EAST LINE OF SAID NW '/a OF THE NW 1/4, A DISTANCE OF 553.63 FEET; THENCE SOUTH 52 34'05" WEST, A DISTANCE OF 229.81 FEET TO THE POINT OF BEGINNING OF THE SPRINT PCS LEASE AREA; THENCE CONTINUE SOUTH 52 34'05" WEST, A DISTANCE OF 40.00 FEET; THENCE NORTH 35 32'56" WEST, A DISTANCE OF 60.00 FEET; THENCE NORTH 52 34'05" EAST, A DISTANCE OF 40.00 FEET; THENCE SOUTH 35 32'56" EAST, A DISTANCE OF 60.00 FEET TO THE POINT OF BEGINNING. CONTAINING 2,400 SQUARE FEET, MORE OR LESS. THIS DOCUMENT PREPARED BY, and WHEN RECORDED RETURN TO: Michael Fraunces, President (858)799-7850 Md7 Capital Three, LLC 3721 Valley Centre Drive Suite 303 San Diego, CA 92130 Tax Parcel #: 60-43-40-30-00-000-3170 SPACE ABOVE Fox xECO~Ex Note to Recording Clerk: Florida Documentary Stamp Tax is not due in connection herewith because this Agreement assigns only the landlord's rights under the License and not the License in its entirety. LICENSE ASSIGNMENT AGREEMENT THIS LICENSE ASSIGNMENT AGREEMENT ("Agreement") is entered into on November 6, 2009, by and between Village of Tequesta, Florida, a municipal corporation, previously referred to as The Village of Tequesta, a Florida municipal corporation (together with its successors and assigns, "Owner"), whose mailing address for notices is 345 Tequesta Drive, Tequesta, FL 33469, and Md7 Capital Three, LLC, a Delaware limited liability company (together with its successors and assigns, "Md7 Capital Three"), whose mailing address for notices is 3721 Valley Centre Drive, Suite 303, San Diego, California 92130. RECITALS WHEREAS, Owner and T-Mobile South LLC, a Delaware limited liability company, as successor in interest to Omnipoint Holdings, Inc., a Delaware corporation d/b/a T-Mobile ("Licensee"), entered into a License Agreement dated December 11, 2003, as amended ("License"), whereby Owner licensed to Licensee certain premises described therein, together with any and all other space currently utilized by Licensee ("Premises"), that are a portion of that certain real property located at 901North Old Dixie Highway, Tequesta, FL 33469 ("Property") described on Exhibit A attached hereto and incorporated herein; WHEREAS, Owner is the owner of a valid and indefeasible fee simple interest (the "Owner's Interest") in the Property; WHEREAS, Owner and Md7 Capital Three desire to enter into an agreement whereby Md7 Capital Three shall pay to Owner, the Rent Schedule Payments (as defined in the Terms and Conditions defined below) in exchange for, among other things, Owner's assignment to Md7 Capital Three of all of the following for the Assignment Term (defined below) subject to Licensee's rights under the License: (i) all of Owner's rights, title and interests in, to and under the License, including the right to collect all rents from Licensee, including base rent, additional rent (with the exception of any collocation rent), late charges, interest, fees and other monies, (ii) Owner's right to use and possess the Premises described in the License, and (iii) all of Owner's other rights and interests under the License (collectively, the "Assigned Rights"); and WHEREAS, additional terms and conditions relating to the assignment by Owner to Md7 Capital Three of the Assigned Rights are set forth in that certain document named License Assignment 6WP1087A FLM-TS Agreement (Terms and Conditions) dated November 6, 2009, by and between Owner and Md7 Capital Three ("Terms and Conditions"), which is hereby incorporated herein in its entirety. AGREEMENT NOW THEREFORE, in consideration of the foregoing Recitals (including all provisions of the Terms and Conditions), which are hereby incorporated herein in their entirety, and other good and valuable consideration, the receipt and sufficiency of which are mutually acknowledged, Owner and Md7 Capital Three agree as follows: 1. Rent Schedule Payments. As full consideration for the Assignment (defined below) and Owner's continued performance of its obligations under the License, on or following the Commencement Date (defined below), Md7 Capital Three shall commence payment of the rent schedule payments to Owner in the amounts and frequency as designated in the Terms and Conditions ("Rent Schedule Payments"). 2. Assignment; Amendment. Owner hereby irrevocably, unconditionally and absolutely conveys, transfers and assigns to Md7 Capital Three the Assigned Rights for the Assignment Term (the "Assignment"). During the Assignment Term, and unless otherwise expressly provided herein, Md7 Capital Three shall have the sole and exclusive right to exercise (or the right to require Owner to exercise) the Assigned Rights, including, without limitation, the right to amend the License. 3. Term of Assignment. The term of the Assignment ("Assignment Term") shall commence on January 10, 2010 ("Commencement Date"), and shall expire on January 9, 2035 ("Expiration Date"). Prior to the Commencement Date, Md7 Capital Three may deliver written notice ("Cancellation Notice") to Owner of Md7 Capital Three's election not to undertake the Assignment, in which event this Agreement shall automatically terminate and be of no further force and effect upon Owner's receipt of the Cancellation Notice, and the License shall continue by its terms between Owner and Licensee. 4. License Term. The last day of the current term of the License shall be deemed amended and extended through, or moved-up to, as applicable, the Expiration Date, and neither Licensee, Md7 Capital Three nor any other party shall be required to exercise any renewal option or take any other action in order for the current term of the License to continue through, and end on, the Expiration Date. 5. Obligations. The parties acknowledge that, by this Assignment, Md7 Capital Three has not assumed, and does not intend to assume, any of the obligations, duties or liabilities of Owner under the License, and no act or forbearance by Md7 Capital Three under this Agreement shall be deemed an assumption by Md7 Capital Three of any obligations of Owner. During the Assignment Term, Md7 Capital Three shall not have any liability or obligation with respect to the care, management or repair of the Property or Premises or any part thereof or for any injury or damage sustained by any person in, on, under or about the Property or Premises. Owner shall remain responsible for covenanting Licensee's quiet enjoyment and possession of the Premises, and for the performance of all conditions, covenants, obligations and duties required of Owner under the License and under applicable laws and regulations at all times during the Assignment Term. 6. No Modifications. During the Assignment Term, Owner shall not have the right, without the prior written consent of Md7 Capital Three (which may be withheld in Md7 Capital Three's sole discretion), to modify, extend, renew or terminate (including eviction) the License, or to waive any default under the License. 6WP1087A FIrM-TS 7. Successor License. Upon the early termination of the License during the Assignment Term for any reason, Owner agrees that Md7 Capital Three may elect to terminate this Agreement or become the licensee of the Premises upon terms and conditions identical to those in the License, as amended (the "Md7 Capital Three License"), and upon the provisions of the Terms and Conditions. 8. Assignment; Secured Parties. Md7 Capital Three shall have the right to sublease the Premises and/or assign, sell, pledge or otherwise transfer any and all of its rights, title or interests in, to or under this Agreement, the License, the Premises or the Md7 Capital Three License, including to any pledgees, mortgagees, holders of security interests, trustees, lenders or other parties providing financing to Md7 Capital Three (individually, "Secured Party"), without the prior consent of Owner. 9. Miscellaneous Provisions. (a) This Agreement shall run with the Property, and shall inure to the benefit of and shall bind the successors and assigns of the parties to this Agreement; (b) Interpretation of this Agreement shall be governed by the internal laws of the State in which the Premises are located without regard for principles of conflicts of law; (c) To the extent permitted by law, each party waives any right to a jury trial in any action or proceeding to enforce or interpret this Agreement; (d) This Agreement may be executed in multiple counterparts; and (e) This Agreement may be recorded in the relevant recording jurisdiction where the Property is located. IN WITNESS WHEREOF, the parties have executed this Agreement under seal on the day and year first above written. OWNER: Signed, sealed and delivered in presence of: Sign: ~ /~ ~ ~. Print Name: ~~ 7- ~- t/ ~(.f}~~ ~ ~ ~~ ~~ Sign: ~ (J~,~ ~ + IL'G ~.~Z ~.~Yw- Print Name: l.C.)(1 ~ ~ ~~.~~ Village of Tequesta, Florida, a municipal corporation Print Name: Pi4TJC~t G i f} 5. G.I~4 ~-7c ~ n~c' Title: ~'] ~[t y o /e-~ ;~;yco9s~ ~~'•; Q` '9 ~`, c °~ ~ rs~-r .=: ~, . ~: ..~ 6 W P 1087A FL-M-TS Md7 Capital Three: Signed, sealed and delivered in presence of: Md7 Capital Three, LLC, a liability company sign:.-~~`!~ ~ - `-- Print Name: ~aCia iirauj~r (,~ Title: Sign: Print Name: 'ctr]SO{ Valdez By: Print Thomas E. Leddo Vice President OWNER ACKNOWLEDGEMENT STATE OF ~IC~f 1 ) COUNTY OF ~(,~ ~ d11 ~ ~ ~ C. L-. ) On ~ ~,F_ 71 ~r ~ , 20 0~ before me, [print name and title of notarial officer here:] 1~~,~; ~lh L,[ ~i 1 ~i C,ur-nS perso ally appeared [print name of person whose signature is being acknowledged here:] ~G~'f7' i C'_ i t~ 5 ~ (~C.'~1-r , ,~ L ,who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that S he_ executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. y~~ .~"' r a ~a. ~, ~ ,~ti~;:~;; Lori McWilliams Signature ~ 1 I I~'(.~/ '* Commission Db 798791 =T~a a; Expires October 18, 2012 (Seal) fj ;,~t~`~~ Bonded Thru Troy Fein Insurance gpp.3gS7019 My commission expires: 6WP 1087A FL-M-TS Md7 Capital Three ACKNOWLEDGEMENT STATE OF CALIFORNIA ) ss: COUNTY OF SAN DIEGO ) On ~Q C . 1 ~ , 20 ~ ~ ,before me, ~. D , a Notary Public, personally appeared _ Thomas E I.e~cid~ ,who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature: Conunwbn ~ 176~2~9 ~ ion Oi~oo County (Seal) 6WP1087A FL-M-TS EXHIBIT A PREMISES DESCRIPTION AND LEGAL DESCRIPTION OF THE PROPERTY Street Address: 901 North Old Dixie Highway, Tequesta, FL 33469 Tax Parcel #: 60-43-40-30-00-000-3170 Legal Description: That certain cell tower site (and easement) located on a portion of the real property described as follows: A 60.00 FOOT BY 40.0 FOOT PARCEL OF LAND LYING IN SECTION 30, TOWNSHIP 40 SOUTH, RANGE 43 EAST, BEING APART OF THE VILLAGE OF TEQUESTA BEING MORE PARTICULARL DESCRIBED AS FOLLOWS: COMMENCE AT THE SOUTHEAST CORNER OF THE NORTHWEST ONE- QUARTER (NW 1/4) OF THE NORTHWEST ONE-QUARTER (NW 1/4) OF SAID SECTION 30; THENCE NORTH 00 09' 57" W ALONG THE EAST LINE OF SAID NW '/ OF THE NW 1/4, A DISTANCE OF 553.63 FEET; THENCE SOUTH 52 34'05" WEST, A DISTANCE OF 229.81 FEET TO THE POINT OF BEGINNING OF THE SPRINT PCS LEASE AREA; THENCE CONTINUE SOUTH 52 34'05" WEST, A DISTANCE OF 40.00 FEET; THENCE NORTH 35 32'56" WEST, A DISTANCE OF 60.00 FEET; THENCE NORTH 52 34'05" EAST, A DISTANCE OF 40.00 FEET; THENCE SOUTH 35 32'56" EAST, A DISTANCE OF 60.00 FEET TO THE POINT OF BEGINNING. CONTAINING 2,400 SQUARE FEET, MORE OR LESS. Please follow these steps to complete the form below: 1.) Enter the full legal name of your Municipality/Municipal Entity in area ~. 2.) Who are the Officers/ Members of the Board of Directors/Trustees/Superintendent? Print their names and titles in area ©. 3.) How many of these Officers/Board Members/Trustees/Superintendent are required to sign legal documents on behalf of the Municipality/Municipal entity? Print that number in area ®. 4.) Is anyone else (other than the above-named Officers/Board Members/Trustees/Superintendent) authorized to sign legal documents on behalf of the Municipality/Municipal entity? If so, list the name(s) in area 0. 5.) What is the date this form is being signed? Enter it in area ©. 6.) All Officers/Board Members/Trustees/ Superintendent named in area ©need to sign this form in area. If any are not available to sign this Certificate of Authority, at least two of the officers other than those signing the Prepayment Documents must sign this Certificate of Authority. CERTIFICATE OF AUTHORITY -MUNICIPALITY/MUNICIPAL ENTITY IN RE: ~ Village of Tequesta. Florida. a municipal corporation Name of Municipality/Municipal Entity We, the undersigned officers of the above-named Municipality/Municipal entity (the "Municipality/Municipal entity"), hereby certify that we have reviewed the books and records of the Municipality/Municipal entity, and that the individuals named below are the current Officers, Board Members, Trustees or Superintendent of the Municipality/Municipal entity, holding the title indicated: Name of Off cer, Board Member, Trustee, Superintendent ^2 Title and that any © of us, in our capacity as Officers, Board Members, Trustees or Superintendent of the Municipality/Municipal entity, -oR- 0 has/have the authority to sign, seal, deliver, negotiate and accept leases, easements, agreements, certificates, and other instruments or documents (including without limitation, rights of entry, options to lease, lease agreements, sublease agreements and amendments) by and on behalf of the Municipality/Municipal entity in accordance with the Bylaws of the Municipality/Municipal entity and under the authority of the Board of Directors/Board of Trustees of the Municipality/Municipal entity, with respect to a lease and/or option to lease any portion of the Municipality/Municipal entity's property located at 901 North Old Dixie Highway, Tequesta, FL 33469 to Md7 Capital Three, LLC, T-Mobile USA, Inc., or any of their respective affiliates. ©EXECUTED as of this day of U Signature of Officer, Board Member, Trustee, Superintendent 20 Title PLEASE ALSO ATTACH A COPY OF YOUR MUNICIPALITY/MUNICIPAL ENTITY BY-LAWS. 6WP0187A Please follow these steps to complete the form below: 1.) Enter the full legal name of your Municipality/Municipal Entity in area 0. 2.) Who are the Officers/ Members of the Board of Directors/Trustees/Superintendent? Print their names and titles in area ©. 3.) How many of these Officers/Board Members/Trustees/Superintendent are required to sign legal documents on behalf of the Municipality/Municipal entity? Print that number in area ©. 4.) Is anyone else (other than the above-named Officers/Board Members/Trustees/Superintendent) authorized to sign legal documents on behalf of the Municipality/Municipal entity? If so, list the name(s) in area 0. 5.) What is the date this form is being signed? Enter it in area ©. 6.) All Officers/Board Members/Trustees/ Superintendent named in area ©need to sign this form in area. If any are not available to sign this Certificate of Authority, at least two of the officers other than those signing the Prepayment Documents must sign this Certificate of Authority. CERTIFICATE OF AUTHORITY -MUNICIPALITY/MUNICIPAL ENTITY 1N RE: ~ Village of Tequesta, Florida, a municipal corporation Name of Municipality/Municipal Entity We, the undersigned officers of the above-named Municipality/Municipal entity (the "Municipality/Municipal entity"), hereby certify that we have reviewed the books and records of the Municipality/Municipal entity, and that the individuals named below are the current Officers, Board Members, Trustees or Superintendent of the Municipality/Municipal entity, holding the title indicated: Name of Officer, Board Member, Trustee, Superintendent © ~~+r . ~ ~ a `~ L~~ ~x~ Its n ~ r- ~,;~_~~ ~' T ~ Tom Title V i v ~ - w1 /M-Y •-ti ~nc~c ~-arena C~nC-~ ~2rn6~2 and that any © ~ of us, in our capacity as Officers, Board Members, Trustees or Superintendent of the Municipality/Municipal entity, -on- ~ 1 r ~ i C l' 1C{ f' ~ ~ ~ c `« ~ Z ~ = has/have the authority to sign, seal, deliver, negotiate and accept leases, easements, agreements, certificates, and other instruments or documents (including without limitation, rights of entry, options to lease, lease agreements, sublease agreements and amendments) by and on behalf of the Municipality/Municipal entity in accordance with the Bylaws of the Municipality/Municipal entity and under the authority of the Board of Directors/Board of Trustees of the Municipality/Municipal entity, with respect to a lease and/or option to lease any portion of the Municipality/Municipal entity's property located at 901 North Old Dixie Highway, Tequesta, FL 33469 to Md7 Capital Three, LLC, T-Mobile USA, Inc., or any of their respective affiliates. ~~ ©EXECUTED as of this y day of ~L~ m ~.r ~ , 20 L~~ Sign re of Officer, Board Member, Trustee, Superintendent Title ~ - _~~;r ~~~ ~ ~~ PLEASE ALSO ATTACH A COPY OF YOUR MUNICIPALITY/MUNICIPAL ENTITY BY-LAWS. 6WP0187A ARTICLE I. INCORPORATION; FORM OF GOVERNMENT Page 1 of 1 ARTICLE 1. INCORPORATION; FORM OF GOVERNMENT Section 1.01. Incorporation. The municipality hereby established shall be known as the Village of Tequesta, Florida. The territorial limits of said municipality are defined in Appendix A attached hereto. Section 1.0?. Form of Government. The municipal govemment provided hereby shall be a Village Council-Manager government. Subject only to the limitations imposed by the constitution and laws of this state and by this Charter, all powers of the Village shall be vested in an elective Council, hereinafter referred to as the Village Council, which shall enact local legislation, adopt budgets, determine policies, and appoint a Village Manager as hereinafter prescribed. Except as limited in this Charter, the Village Manager shall execute the policies and laws and administer the government of the Village. All powers of the Village shall be exercised in the manner provided by this Charter, or if the manner be not provided then in such manner as may be set forth by ordinance. (Ord. No. 622-07/08, § 1, 12-13-2007/3-11-2008) http://library8.municode.com/default-test/DocView/13868/1/3/4 12!9/2009 ARTICLE II. THE VILLAGE COUNCIL Page 1 of 3 ARTICLE II. THE VILLAGE COUNCIL Section 2.01. Selection, Term and Compensation. The Village Council of the Village of Tequesta shall consist of five (5) members who shall be elected at large to Seats 1, 2, 3, 4 and 5. The Councilmembers in Seats 1, 3 and 5 shall be elected in the even years, and the Councilmembers in Seats 2 and 4 shall be elected in the odd years. The election shall be held on the second Tuesday in March of each year. Only qualified electors, as prescribed by Florida law, shall be entitled to vote at such elections. The term of office of each Councilmember shall commence at the next Council meeting subsequent to the date of the Councilmember's election and shall continue for two (2) years thereafter and/or until the Counci{member's successor is elected and qualified. Each Village Councilmember shall be entitled to an annual salary to be fixed by ordinance; provided, however, a Councilmember shall not be entitled to any increase in salary adopted during the term for which such Councilmember was elected. The candidate for each seat receiving the highest number of votes cast for such office shall be deemed elected to such office regardless of whether or not such candidate shall have received a majority of votes cast. In the event of a tie vote between the candidates receiving the highest number of votes cast for any office, the names of all tied candidates shall be placed on the ballot and shall be voted upon at an ensuing runoff election to be held on the fourth (4th) Tuesday in March. Such election shall be held in the same manner and by the same election officials holding the previous election. (Ord. No. 622-07/08, § 1, 12-13-2007/3-11-2008) Section 2.02. Qualifications and Disqualifications. No person shall be eligible to hold any elective office of the Village unless said person shall be a registered voter and resident of the Village. Any Village Councilmember who ceases to possess these qualifications shall forthwith forfeit his or her office. Any candidate seeking election as Councilmember shall frle with the Village Clerk a written notice to such effect from and including noon on the last Tuesday in January to and including noon on the second Tuesday in February in the year of the election, and shall pay such filing fee as set by ordinance. Such notice shall be signed by at least fifty (50) registered voters of the Village of Tequesta and shall state the seat number to which said candidate seeks to be elected, the candidate's place of residence, the candidate's age and any other data required by law. (Ord. No. 622-07/08, § 1, 12-13-2007/3-11-2008) Section 2.03. Oath of Office. Each Councilmember, before entering upon the discharge of the duties of office, shall take and subscribe the following oath before the Village Manager or presiding officer of the Council, viz: "I do solemnly swear (or affirm) that I will support, protect and defend the Constitution, and Government of the United States and of the State of Florida against all enemies, domestic or foreign, and that I will bear true faith, loyalty and allegiance to the same and that I am entitled to hold office under the Constitution and that t will faithfully perform all the duties of the office of on which I am about to enter so help me God." http://library8.municode.com/default-test/DocView/13868/1/3/5 12/9/2009 ARTICLE II. THE VILLAGE COUNCIL Page 2 of 3 Section 2.04. Removal/Recall. Any or all members of the Village Council may be removed or recalled from office in accordance with procedures established by Florida law. Section 2.05. Vacancies and Forfeiture of Office. A. Vacancies. In the event of a vacancy on the Village Council because of death, resignation, removal from or forfeiture of office, and the period of vacancy is to be more than six (6) months, the Village Council shall provide for a special election to fill the vacancy until the expiration of the term. If the period of vacancy is to be for a period of less than six (6) months but more than three (3) months, then the Village Council may appoint a substitute to fill the vacancy until the expiration of the term. If the period of vacancy is to be for a period of less than three (3) months, no appointment shall be made and the position shall remain open until the expiration of the term. The criteria for selection of substitute Councilmembers pursuant to the terms of this provision shall be established by ordinance. B. Forfeiture of Office. A Councilmember shall forfeit his/her office if he/she: 1. lacks, at any time during the term of office, any qualifications for the office prescribed by this charter or by law; or 2. is convicted of a felony during the term of office; or 3. fails to take and subscribe to the oath of office as provided in Section 2.03 of this Charter within thirty (30) days from the commencement of the term of office; or 4. misses six (6) regularly scheduled monthly meetings (not to include special meetings or workshops) in any twelve month period. (Ord. No. 622-07/08, § 1, 12-13-200713-11-2008) Section 2.06. Mayor and Successors. The Village Council at its first regular meeting subsequent to the date of the annual election of Village Councilmembers shall appoint one of its members as and to be Mayor of said municipality and another of its members as and to be Vice-Mayor. Said officers shall serve at the pleasure of the Council for one (1) year and/or until a successor shall be appointed and qualified. The Mayor shall preside at all meetings; shall be recognized by the courts for the purpose of military law; and shall, execute all instruments to which the Village is a party, as approved by vote of the Village Council, unless otherwise provided hereby or by ordinance; but the Mayor shall have no administrative duties. The Vice-Mayor shall act as Mayor during the absence or disability of the Mayor. Section 2.07. Appointment of Legal Counsel. The Village Council shall appoint a Village Attorney to serve at the pleasure of the Council and to act as legal advisor to the Village. (Ord. No. 622-07/08, § 1, 12-13-2007/3-11-2008) Section 2.08. Meetings. http://library8.municode.com/default-test/DocView/1386811/3/5 12/9/2009 ARTICLE II. THE VILLAGE COUNCIL Page 3 of 3 The Village Council shall determine the time and place for holding its meetings provided, however, it shall meet at least once per month. Special meetings shall be held when called by the Mayor, Manager, or independently by any two (2) members of the Village Council. The amount of notice for special meetings shall be determined by the Village Council by ordinance. Section 2.09. Quorum. A majority of the members of the Council shall constitute a quorum to do business, but no action shall be taken except to adjourn, when only three (3) members are present unless their votes are unanimous; provided, however, in the event of a vacancy of two (2) members of the Village Council, under the provisions of Section 2.05, then and in that event a majority of the remaining members of the Council may act. A majority of those present may adjourn from time to time and compel the attendance of absent members in such a manner and under such penalties as may be prescribed by ordinance. No member shall be excused from voting except as determined by Florida Law. Section 2.10. Ordinances and Resolutions. The adoption of ordinances and resolutions shall be as prescribed by Florida law. Section 2.11. Electors and Elections. Issues relating to electors and elections shall be as prescribed by Florida law relating to such elections and as may be prescribed by ordinance of the Village in matters not preempted by said law. Section 2.12. Interference With the Administrative Department. Neither the Council nor any of its members shall in any manner dictate the appointment or removal of any Village employee. The Council shall have the power to remove the Village Manager as provided by this Charter and may express its views and discuss all matters with the Manager. Except for the purpose of investigations authorized by the Village Council, the Council and its members shall deal with Village employees solely through the Manager and neither the Council nor its members shall give orders to any such officials or employees, either publicly or privately. (Ord. No. 622-07/08, § 1, 12-13-2007/3-11-2008) http://library8.municode.com/default-test/DocView/13868/1/3/5 12/9/2009 ARTICLE III. VILLAGE ADMII~iISTRATION Page 1 of 2 ARTICLE 111. VILLAGE ADMINISTRATION Section 3.01. Village Administration Defined. Village administration shall include a Village Manager, a Village Clerk and such other department heads as may be provided for by this Charter, Florida law or by vote of the Village Council. Section 3.02. The Village Manager--Appointment, Removal, Qualifications, Vacancy. The Village Council shall appoint a Village Manager who shall serve at the pleasure of the Council and who shall be the Chief Administrator under the direction and supervision of the Village Council. The Manager shall be chosen by the Council solely on the basis of his or her administrative and executive qualifications. The Village Manager shall be appointed by affirmative vote of at least four (4) members of the Council, and must be removed by a like vote of said Council. A vacancy in the position of Village Manager by death, resignation or otherwise shall be filled by either temporary or permanent appointment by the Village Council at a regular or special Council meeting within thirty (30) days of the creation of the vacancy. Section 3.03. Village Manager--Functions and Powers. The Village Manager shall be the supervisor and manager of all public business and affairs of the Village, but shall be responsible to the Village Council for the administration of all the affairs of the Village coming under the Village Manager's jurisdiction. The Village Manager's powers and duties shall be as follows: (1) To see that all terms and conditions imposed in favor of the Village or its inhabitants in any public utility franchise are faithfully kept and performed; and upon knowledge of any violation thereof to call the same to the attention of the Village Council. (2) To supervise the management and control of all public utilities awned by the Village and be charged with the management and operations of, all public works and departments in accordance with the ordinances or resolutions of the Village Council. (3) To be responsible for the supervision of all departments of the Village and to see that the laws and ordinances of the Village are enforced. (4) To attend all meetings of the Village Council and of its committees, if requested, with the right to take part in the discussion but without having a vote, and to file at the regular meetings of the Village Council in each month a report of the Village Manager's actions during the preceding month in a form as directed by vote of the Village Council. (5) To recommend to the Council for adoption such measures as the Village Manager may deem necessary or expedient in the interests of the Village, to keep the Village Council fully advised as to the financial condition and needs of the Village, and to submit for its consideration an annual budget. (6) To appoint, and when deemed necessary for the good of the Village, suspend or remove any Village employee and/or department head provided for, by, or under this Charter, or by ordinance, except as otherwise provided by Florida law, this Charter or http://library8.municode.com/default-test/DocView/13868/1 /3/6 12/9/2009 ARTICLE III. VILLAGE ADMINISTRATION Page 2 of 2 personnel rules adopted by ordinance or resolution. The Village Manager may authorize any department head to exercise these powers with respect to subordinates in that department. (7) To direct and manage the activities of all Village staff in protecting the lives and property of Village residents during periods of natural or man made disaster or civil strife whenever such emergency might occur. (8) To act as purchasing agent for the Village; authorized to make all purchase of supplies and to approve all purchase orders for the payment of same. In the capacity of purchasing agent the Village Manager shall conduct all sales of personal property which the Council may authorize to be sold as having become unnecessary or unfit for Village use. All purchases and sales shall conform to such regulations as the Village Council may from time to time prescribe. (9) To make contracts on behalf of the Village for the furnishing of materials and performance of labor; provided, however, that no such contract shall obligate the Village for a sum greater than allowed by ordinance, and provided, further, that such contracts shall be presented to the Village Council at the next regular meeting after the execution or awarding thereof for action thereon by the Village Council. (10) To prepare and submit to the Village Council, within ninety (90) days after the close of each fiscal year, a complete report of the operation and business of the Village for the preceding fiscal year. Section 3.04. The Village Clerk. The Village Clerk shall be appointed by the Village Manager and function under the supervision and direction of the Village Manager. The Village Clerk shall be present at all meetings of the Council and shall keep a record of the proceedings of the Council in a minute book to be provided and kept for that purpose. The Clerk shall preserve and maintain an ordinance book for the recording and preservation of all duly adopted ordinances, and shall preserve and maintain a resolution book to be provided and kept for that purpose, the Ordinance Book and Resolution Book to be deemed public records. Copies from said Minute Book, Ordinance Book or Resolution Book, duly certified by the Village Clerk under the corporate seal of the Village, shall be received in evidence in all Courts and places in proof thereof. The Village Clerk shall conduct functions relating to elections as prescribed by Florida law and/or Village ordinance and shall, in addition to the duties which are or may be required of the Village Clerk, by this Charter or by Florida law, have the custody of all the general records, books and documents of the Village, and shall perform such further duties as are imposed upon the Village Clerk by the Village Manager. Section 3.05. Department Heads. There shall be separate departments as established by the Village Council by ordinance upon recommendation of the Village Manager. Each separate department head shall be appointed by the Village Manager. Each department shall be subject to the general supervision and direction by the Village Manager, but shall be directly supervised and directed by the person in charge thereof, who shall have the title appropriate of the functions of his or her department. http://library8.municode.com/default-test/DocView/13868/1/3/6 12/9/2009 ARTICLE IV. MUNICIPAL POWERS Page 1 of 1 ARTICLE IV. MUNICIPAL POWERS Section 4.01. General Powers. The Village of Tequesta, Florida, shall constitute a body politic and corporate and as such shall have perpetual existence and shall have all powers possible under the Florida Constitution and under Florida law, together with the implied power necessary to carry out all the powers granted, as fully and completely as though they are specifically enumerated in this Charter unless prohibited by or contrary to the provisions of this Charter. The powers of the Village under this Charter shall be construed liberally in favor of the Village. Section 4.02. Annexation of Contiguous Territory. If the Village of Tequesta shall desire to change its territorial limits, either by annexation or contraction it shall do so in the manner prescribed by Florida law. http://library8.municode.com/default-test/DocView/13868/1/3/7 12/9/2009 ARTICLE V. TAXATION ARTICLE V. TAXATION Page 1 of 2 Section 5.01. Powers of Village Council. The Village Council shall have power to raise money by taxation for the following uses and purposes: (1) For the general and incidental expenses of the Village government. (2) For lighting the public buildings, streets and other public places. (3) For the support and maintenance of a police department. (4) For the support and maintenance of a fire department. (5) For the support and maintenance of a water department; including a supply of water for the use of Village and its inhabitants, water for the extinguishing of fires, water for public buildings and for other public purposes. (6) For regulating, repairing, maintaining, and cleaning the streets, highways and other public places. (7) For the care, preservation and repair of public buildings. (8) For the support of any charitable purpose designated by the Village Council. (9) For the payment of interest on the public debt and for the payment of the principal of the public debt, as the same becomes due and payable. (10) For sinking fund payments required to be made under the provisions of any ordinance, resolution or other competent authority. (11) For the acquisition of land or any interest therein, within or without the territorial limits of the Village, for any pubic or municipal use. (12) For the construction, alteration, repair or equipment of any building for a public or municipal use. (13) For the protection of the public health. (14) For the enforcement of the ordinances of the Village. (15) For the construction and repair of sewers, drains and drainage ditches. (16) For the planting and care of shade or ornamental trees or plants. (17) The purpose of paying any note or other obligation of the Village, with the interest. (18) For maintenance of a sewage system and for the disposal of garbage or other refuse. (19) For the acquisition of land necessary for any street, park or other public place and of any land or interest therein required or necessary for the construction of any sewer, drain or other public work. (20) For the construction and maintenance of street and other local improvements. (21) For the acquisition, construction, maintenance and operation of any public or municipal plant to supply the Village and its inhabitants with water, gas, electricity or other utility service. http://library8.murucode.com/default-test/DocView/13868/1/3/8 12/9/2009 ARTICLE V. TAXATION Page 2 of 2 (22) For any public, corporate or municipal purpose. (Ord. No. 622-07/08, § 1, 12-13-2007/3-11-2008) Section 5.02. Limitations. Anything else in this Charter notwithstanding, the total indebtedness of the Village, whether in the form of general obligation bonds or assessment bonds, or both, shall never in the aggregate exceed 10% of the assessed value of taxable real property within the Village at the time the indebtedness or indebtednesses are incurred. Section 5.03. Tax Assessment; Levy and Collection. The method of assessing taxes; levy and collection shall be as prescribed by Florida law. http://library8.municode.com/default-test/DocView/13868/1/3/8 12/9/2009 ARTICLE VI. INITIATIVE AND REFERENDUM Page 1 of 3 ARTICLE VI. INITIATIVE AND REFERENDUM Section 6.01. Power of Initiative. The electors shall have power to propose any ordinance, except an ordinance appropriating money or authorizing the levy of taxes, and to adopt or reject the same at the polls, such power being known as the initiative. Any initiated ordinance may be submitted to the Village Council by a petition signed by registered voters of the Village, as certified by the Palm Beach County Supervisor of Election's office, equal in number to ten (10) percent of the registered voters of the Village of Tequesta. (Ord. No. 622-07/08, § 1, 12-13-2007/3-11-2008) Section 6.02. Power of Referendum. The electors shall have power to approve or reject at the polls any ordinance passed by the Village Council, except an ordinance appropriating money or authorizing the levy of taxes, or submitted by the Village Council to a vote of the electors, such power being known as the referendum. Ordinances submitted to the Village Council by initiative petition and passed by the Village Council without change shall be subject to the referendum in the same manner as other ordinances. Within thirty (30) days after the enactment by the Village Council of any ordinance which is subject to a referendum, a petition signed by registered voters of the Village, as certified by the Palm Beach County Supervisor of Election's office, equal in number to ten (10) percent of the voters registered at the last Village election may be filed with the Village Clerk requesting that any such ordinance be either repealed or submitted to a vote of the electors. Such an ordinance shall be termed the "referred ordinance." (Ord. No. 622-07/08, § 1, 12-13-2007/3-11-2008) Section 6.03. Form of Petitions. All petition papers circulated for the purpose of an initiative or referendum shall be uniform in size and style. The person(s) or group attempting to circulate a petition shall register their name and address with the Village Clerk before starting to circulate the petition. Initiative petition papers shall contain the full text of the proposed ordinance. Referendum petitions shall state the title and number of the ordinance to be repealed or submitted for a vote of the electors. The signatures to initiative or referendum petitions need not all be appended to one paper. Each signer of any such petition paper shall sign his or her name in ink or indelible pencil and shall indicate after his or her name his or her place of residence by street and number, or other description sufFcient to identify the place. Attached to each group of papers there shall be an affidavit of the person(s) circulating the petition that he or she, and he or she only, personally circulated the foregoing paper, that it bears a stated number of signatures, that all the signatures appended thereto were made in his or her presence, and that he or she believes them to be the signatures of the persons whose names they purport to be. (Ord. No. 622-07/08, § 1, 12-13-2007/3-11-2008) Section 6.04. Filing, Examination and Certification of Petitions. All petition papers shall be assembled and filed with the Village Clerk as one instrument. Within ten (10) business days after a petition is filed, the Vi{{age Clerk shall determine whether each group of http://library8.municode.com/default-test/DocView/13868/1/3/9 12/9/2009 ARTICLE VI. INITIATIVE AND REFERENDUM Page 2 of 3 papers of the petition has a proper statement of the person(s) circulating the petition and whether the petition is signed by a sufficient number of qualified electors. The Village Clerk shall declare any group of papers entirely invalid which does not have attached thereto the required affidavit signed by the person(s) circulating the petition. If a petition is found to be signed by more persons than the number of signatures certified by the person(s) circulating the petition, the last signatures in excess of the number certified shall be disregarded. If a petition is found to be signed by fewer persons than the number certified, the signatures shall be accepted unless void on other grounds. After completing examination of the petition, the Village Clerk shall within three (3) days certify the result thereof in writing to the individual members of the Village Council. If the Village Clerk shall certify that the petition is insufficient the Village Clerk shall set forth in a certificate the particulars in which it is defective and shall at once notify the persons circulating the petitions of the findings. (Ord. No. 622-07/08, § 1, 12-13-2007/3-11-2008) Section 6.05. Amendment of Petitions. An initiative or referendum petition may be amended at any time within ten (10) business days after the notification of insufficiency has been sent by the Village Clerk, by filing a supplementary petition upon additional papers signed and filed as provided in case of an original petition. The Village Clerk shall, within five (5) business days after such an amendment is filed, make examination of the amended petition, and, if the petition be still insufficient, the Village Clerk shall file a certificate to that effect in the Village Clerk's office and notify the persons who circulated the petitions of such findings and no further action shall be had on such insufficient petition. The finding of the insufficiency of a petition shall not prejudice the filing of a new petition for the same purpose. (Ord. No. 622-07/08, § 1, 12-13-2007/3-11-2008) Section 6.06. Effect of Certification of Referendum Petition. When a referendum petition, or amended petition, as defined in Section 6.05 of this Charter, has been certified as sufficient by the Village Clerk, the ordinance specified in the petition shall not go into effect, or further action thereunder shall be suspended as of the date of the certification if it shall have gone into effect, until and unless approved by the electors, as hereinafter provided. Section 6.07. Consideration by Village Council. Whenever the Village Council receives a certification of an initiative or referendum petition from the Village Clerk, it shall proceed within the next thirty (30) days or at the next Village Council meeting, whichever is sooner, to consider such petition. A proposed initiative ordinance shall be read and provision shall be made for a public hearing upon the proposed ordinance. The Village Council shall take final action on the initiative ordinance not later than sixty (60) days after the date on which such ordinance was certified to the Village Council by the Village Clerk. A referred ordinance shall be reconsidered by the Village Council at the next Village Council meeting following certification and the Village Council shall within sixty (60) days make its final vote upon such reconsideration by determining the question, "Shall the ordinance specified in the referendum petition be repealed?" (Ord. No. 622-07/08, § 1, 12-13-2007/3-11-2008) http://library8.municode.com/default-test/DocView/13868/1/3/9 12/9/2009 ARTICLE VI. INITIATIVE AND REFERENDUM Section 6.08. Submission to Electors. Page 3 of 3 If the Village Council shall fail to pass an ordinance proposed by initiative petition, or shall pass it in a form different from that set forth in the petition therefore [therefor], or if the Village Council fails to repeal a referred ordinance, the proposed or referred ordinance shall be submitted to the electors not less than sixty (60) days nor more than four (4) months from the date the Village Council takes its final vote thereon. The Village Council shall, if no regular election is to be held within such period, provide for a special election. (Ord. No. 622-07/08, § 1, 12-13-2007/3-11-2008) Section 6.09. Form of Ballot for Initiated and Referred Ordinances. Ordinances submitted to vote of the electors in accordance with the initiative and referendum provisions shall be submitted by ballot. The ballot title may be different from the legal title of any such initiated or referred ordinance, but the ballot shall contain a clear, concise statement, without argument or prejudice, descriptive of the substance of such ordinance. The ballot used in voting upon any ordinance, shall have after the concise statement the following propositions, in the order indicated: "FOR THE ORDINANCE" and "AGAINST THE ORDINANCE." Section 6.10. Availability of List of Qualified Electors. If any organization, person or group requests the list of qualified electors for the purpose of circulating descriptive matter relating to an ordinance to be voted on, the Village Clerk having custody of such list shall furnish same. For this service the requesting party or parties shall pay a fee to be established by the Village Council. Section 6.11. Result of Elections. If a majority of the electors voting an a proposed initiative ordinance shall vote in favor thereof, it shall thereupon be an ordinance of the Village. A referred ordinance which is not approved by a majority of the electors voting thereon shall thereupon be deemed repealed. If conflicting ordinances are approved by the electors at the same election, the one receiving the greatest number of affirmative votes shall prevail to the extent of such conflict. Section 6.12. Repealing Ordinances; Posting. Initiative and referendum ordinances adopted or approved by the electors shall be posted, and may be amended or repealed by the Village Council, as in the case of other ordinances. http://library8.municode.com/default-test/DocView/13868/1/3/9 12/9/2009 ARTICLE VII. MISCELLANEOUS PROVISIONS Page 1 of 6 ARTICLE VII. MISCELLANEOUS PROVISIONS Section 7.01. Constitutionality. to case any one or more of the sections or provisions of this Charter or the application of such sections or provisions to any situation shall for any reason be held unconstitutional, such unconstitutionality shall not affect any other sections or provisions of this Charter or the application of such sections or provisions as to any other situation and it is intended that this law shall be construed and applied as if such unconstitutional section or provisions had not been included herein. Section 7.02. Public Meetings. All meetings of the Council shall be open to the public pursuant to the provisions of Florida law. (Ord. No. 622-07/08, § 1, 12-13-2007/3-11-2008) Section 7.03. Conflict of Interest. No Councilmember shall be employed by the Village until one (1) year after the expiration of the term for which the Councilmember was elected to the Council. The provisions set forth in the State of Florida Code of Ethics for public officers and employees shall govern in all matters relating to conflict of interest or financial disclosure and the effect of same on the proper discharge of a Councilmember's duties in the public interest. Section 7.04. Effect of this Charter. All laws and parts of laws relating to or affecting the Village in force when this Charter shall take effect are hereby repealed and superseded to the extent that the same are inconsistent with the provisions of this Charter but, insofar as the provisions of this Charter are the same in terms or in substance and effect as provisions of law in force when this Charter shall take effect relating to or affecting the Village, the provisions of this Charter are intended to be not a new enactment but a continuation of such provisions of law, and this Charter shall be so construed and applied. APPENDIX A VILLAGE OF TEQUESTA LEGAL DESCRIPTION A PARCEL OF LAND LYING IN SECTIONS 25, 26, 27, 35 AND 36, TOWNSHIP 40 SOUTH, RANGE 42 EAST, SECTIONS 29, 30 AND 32, TOWNSHIP 40 SOUTH, RANGE 43 EAST, AND THE GOMEZ GRANT, PALM BEACH COUNTY, FLORIDA, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGIN AT THE NORTHWEST CORNER OF SAID SECTION 25; THENCE SOUTHERLY ALONG THE WEST LINE OF SAID SECTION 25 TO THE CENTERLINE OF THE NORTH FORK OF THE LOXAHATCHEE RIVER; THENCE ALONG SAID CENTERLINE OF THE NORTH FORK TO THE EAST-WEST QUARTER SECTION LINE OF SAID SECTION 25; THENCE WESTERLY ALONG SAID http://library8.municode.com/default-testlDocView/13868/1/3/10 12/9/2009 ARTICLE VII. MISCELLANEOUS PROVISIONS Page 2 of 6 QUARTER LINE TO THE EASTERLY RIGHT-OF-WAY LINE OF GULFSTREAM DRIVE; THENCE SOUTHERLY ALONG SAID EASTERLY RIGHT-OF-WAY LINE TO THE NORTH LINE OF BERMUDA TERRACE, SECTION 1 AS RECORDED IN PLAT BOOK 25, PAGE 23, PALM BEACH COUNTY, FLORIDA PUBLIC RECORDS; THENCE WESTERLY ALONG SAID NORTH LINE OF BERMUDA TERRACE, SECTION 1 AND ALONG THE NORTH LINE OF BERMUDA TERRACE, SECTION 2 AS RECORDED IN PLAT BOOK 25, PAGE 68 PALM BEACH COUNTY, FLORIDA PUBLIC RECORDS AND ALSO ALONG THE NORTH LINE OF BERMUDA TERRACE, SECTION 3 AS RECORDED IN PLAT BOOK 25, PAGE 198, PALM BEACH COUNTY, FLORIDA PUBLIC RECORDS; THENCE SOUTHERLY ALONG THE WEST LINE OF SAID BERMUDA TERRACE, SECTION 3 AND ALONG THE WEST LINE OF SAID BERMUDA TERRACE SECTION 1 TO THE POINT OF CURVATURE OF A CURVE AT THE SOUTHWEST CORNER OF LOT 1 OF SAID BERMUDA TERRACE SECTION 1; THENCE ALONG SAID CURVE TO ITS POINT OF TANGENCY ON THE SOUTH LINE OF SAID BERMUDA TERRACE SECTION 1; THENCE EASTERLY ALONG SAID SOUTH LINE TO THE EAST LINE OF SAID BERMUDA TERRACE SECTION 1; THENCE NORTHERLY ALONG THE EAST LINE OF SAID BERMUDA TERRACE, SECTION 1,490.76 FEET; THENCE EASTERLY PARALLEL TO THE NORTH RIGHT-OF-WAY LINE OF TEQUESTA DRIVE TO THE WEST LINE OF PINE TREE DRIVE; THENCE SOUTHERLY ALONG SAID WEST LINE OF PINE TREE DRIVE TO A POINT 145.30 FEET NORTH OF SAID NORTH RIGHT-OF-WAY OF TEQUESTA DRIVE AS MEASURED PARALLEL TO SAID WEST LINE OF SECTION 25; THENCE EASTERLY PARALLEL TO THE NORTH LINE OF GOVERNMENT LOT 5 OF SAID SECTION 25 TO THE CENTERLINE OF SAID NORTH FORK; THENCE ALONG SAID CENTERLINE TO THE NORTHWESTERLY EXTENSION OF THE NORTHEASTERLY LINE OF LOT 12, BLOCK 3, RIVERSIDE ON THE LOXAHATCHEE AS RECORDED IN PLAT BOOK 9, PAGE 4, PALM BEACH COUNTY, FLORIDA PUBLIC RECORDS; THENCE SOUTHEASTERLY ALONG SAID NORTHWESTERLY EXTENSION AND ALONG SAID NORTHEASTERLY LINE OF LOT 12 AND ALSO ALONG THE SOUTHEASTERLY EXTENSION OF SAID NORTHEASTERLY LINE TO THE SOUTHEASTERLY RIGHT-OF-WAY LINE OF RIVERSIDE DRIVE; THENCE SOUTHWESTERLY ALONG SAID SOUTHEASTERLY RIGHT-OF-WAY LINE TO THE NORTH LINE OF JUPITER IN THE PINES, SECTION "B" AS RECORDED IN PLAT BOOK 26, PAGE 18, PALM BEACH COUNTY, FLORIDA PUBLIC RECORDS; THENCE EASTERLY ALONG SAID NORTH LINE OF JUPITER IN THE PINES, SECTION "B" TO THE EAST LINE OF RIVERSIDE PINES AS RECORDED IN PLAT BOOK 43, PAGES 18 AND 19 PALM BEACH COUNTY, FLORIDA PUBLIC RECORDS; THENCE NORTHERLY ALONG SAID EAST LINE OF RIVERSIDE PINES; THENCE WESTERLY ALONG THE NORTH LINE OF SAID RIVERSIDE PINES TO THE EASTERLY LINE OF RIVERSIDE DRIVE; THENCE NORTHERLY ALONG SAID EASTERLY RIGHT-OF-WAY LINE TO THE SOUTH LINE OF A NOT INCLUDED TRACT BETWEEN PARCEL B AND PARCEL C TEQUESTA PINES AS RECORDED IN PLAT BOOK 34, PAGES 84 THROUGH 89, PALM BEACH COUNTY, FLORIDA PUBLIC RECORDS; THENCE EASTERLY ALONG THE SOUTH LINE OF SAID NOT INCLUDED TRACT; THENCE NORTHERLY ALONG THE EAST LINE OF SAID TRACT; THENCE WESTERLY ALONG THENORTH LINE OF SAID TRACT TO THE EAST RIGHT-OF-WAY LINE OF RIVERSIDE DRIVE; THENCE NORTHERLY TO THE SOUTH LINE OF A NOT INCLUDED TRACT NORTH OF SAID PARCEL B; THENCE EASTERLY ALONG SAID SOUTH LINE; THENCE NORTHERLY ALONG THE EAST LINE OF SAID TRACT; THENCE WESTERLY ALONG THE NORTH LINE OF SAID TRACT TO THE NORTHEASTERLY RIGHT-OF-WAY LINE OF RIVERSIDE DRIVE; THENCE NORTHWESTERLY ALONG SAID NORTHEASTERLY RIGHT-OF-WAY LINE TO THE NORTHERLY EXTENSION OF THE EAST LINE OF LOT 147 OF SAID TEQUESTA PINES; THENCE SOUTHERLY ALONG SAID NORTHERLY EXTENSION AND ALONG THE EAST LINE OF LOTS 147, 146, AND 145; THENCE WESTERLY ALONG THE SOUTH LINE OF SAID LOT 145 AND ALONG THE SOUTH LINE OF LOT 144 OF SAID TEQUESTA PINES TO THE EAST LINE OF LOT 143 OF SAID TEQUESTA PINES; THENCE SOUTHERLY ALONG SAID EAST LINE OF LOT 143 TO THE SOUTH LINE OF SAID LOT 143; THENCE WESTERLY ALONG THE SOUTH LINE OF SAID LOT 143 AND ALONG THE SOUTH LINE OF LOT 142 TO THE WEST LINE OF LOT 6 RIVER PINES AS RECORDED IN PLAT BOOK 38, PAGES 15 AND 16, PALM BEACH COUNTY, FLORIDA PUBLIC RECORDS; THENCE SOUTHERLY ALONG SAID WEST LINE OF LOT 6 TO THE WATERS OF THE NORTH FORK OF THE LOXAHATCHEE RIVER; THENCE NORTHWESTERLY ALONG SAID WATERS TO THE NORTH-SOUTH QUARTER LINE OF SAID SECTION 25; THENCE NORTHERLY http://library8.municode.com/default-test/DocView/13868/1/3/10 12/9/2009 ARTICLE VII. MISCELLANEOUS PROVISIONS Page 3 of 6 ALONG SAID QUARTER SECTION LINE TO THE SOUTHEAST CORNER OF LOT 1, RIVER CREST, AS RECORDED IN PLAT BOOK 21, PAGE 97, PALM BEACH COUNTY, FLORIDA PUBLIC RECORDS; THENCE WESTERLY ALONG THE SOUTH LINE OF LOTS 1 AND 2 OF SAID PLAT OF RIVER CREST TO THE INTERSECTION WITH THE WEST LINE OF SAID LOT 2; THENCE NORTH ALONG THE SAID WEST LINE TO THE INTERSECTION WITH THE NORTH LINE OF LOT 3 OF SAID PLAT OF RIVER CREST; THENCE WEST ALONG SAID NORTH LINE TO THE INTERSECTION WITH THE EAST LINE OF THE PLAT OF WINDSWEPT PINES, AS RECORDED IN PLAT BOOK 61, PAGES 130-131, PUBLIC RECORDS OF PALM BEACH COUNTY, FLORIDA; THENCE NORTHERLY ALONG SAID EAST LINE OF WINDSWEPT PINES TO THE INTERSECTION WITH THE SOUTH LINE OF WENDIMERE HEIGHTS, AS RECORDED IN PLAT BOOK 40, PAGE 3, PUBLIC RECORDS OF PALM BEACH COUNTY, FLORIDA; THENCE EASTERLY ALONG SAID SOUTH LINE OF WENDIMERE HEIGHTS TO THE INTERSECTION WITH THE EAST LINE OF SAID WENDIMERE HEIGHTS; THENCE NORTHERLY ALONG SAID EAST LINE OF WENDIMERE HEIGHTS AND THE EAST LINE OF JUPITER RIDGE, AS RECORDED IN PLAT BOOK 26, PAGE 106, PUBLIC RECORDS OF PALM BEACH COUNTY, FLORIDA TO THE INTERSECTION WITH THE NORTH LINE OF SAID SECTION 25; THENCE EASTERLY ALONG SAID NORTH LINE, 65.00 FEET TO THE INTERSECTION WITH A LINE 200.00 FEET WEST OF AND PARALLEL TO THE EAST LINE OF THE NORTHWEST QUARTER OF SAID SECTION 25; THENCE SOUTHERLY ALONG SAID PARALLEL LINE TO THE INTERSECTION WITH A LINE 140.00 FEET SOUTH OF AND PARALLEL TO SAID NORTH LINE OF SECTION 25; THENCE EASTERLY ALONG SAID PARALLEL LINE TO THE INTERSECTION WITH A LINE 150.00 FEET WEST OF AND PARALLEL TO SAID EAST LINE OF THE NORTHWEST QUARTER OF SECTION 25; THENCE SOUTHERLY ALONG SAID PARALLEL LINE TO THE INTERSECTION WITH A LINE 190.00 FEET SOUTH OF AND PARALLEL TO SAID NORTH LINE OF SECTION 25; THENCE EASTERLY ALONG SAID LINE TO THE INTERSECTION WITH SAID EAST LINE OF THE NORTHWEST QUARTER OF SECTION 25; THENCE NORTHERLY ALONG SAID EAST LINE TO THE NORTHWEST CORNER OF THE NORTHEAST QUARTER OF SAID SECTION 25; THENCE EASTERLY ALONG SAID NORTH LINE OF SECTION 25 TO THE INTERSECTION WITH A LINE 420.00 FEET EAST OF AND PARALLEL TO SAID EAST LINE OF THE NORTHWEST QUARTER OF SECTION 25; THENCE SOUTHERLY ALONG SAID PARALLEL LINE TO THE INTERSECTION WITH A LINE 200.00 FEET SOUTH OF AND PARALLEL TO SAID NORTH LINE OF SECTION 25; THENCE EASTERLY ALONG SAID PARALLEL LINE TO THE INTERSECTION WITH A LINE 520.00 FEET EAST OF AND PARALLEL TO SAID WEST LINE OF THE NORTHEAST QUARTER OF SECTION 25; THENCE NORTHERLY ALONG SAID PARALLEL LINE 200.02 FEET TO THE INTERSECTION WITH SAID NORTH LINE OF THE NORTHEAST QUARTER OF SECTION 25; THENCE EASTERLY ALONG SAID NORTH LINE OF SECTION 25 TO THE NORTHERLY EXTENSION OF THE WEST LINE OF LOT 30 ACCORDING TO THE PLAT OF CHAPEL COURT SECTION III, RECORDED IN PLAT BOOK 52, PAGES 40 AND 41, PALM BEACH COUNTY, FLORIDA PUBLIC RECORDS; THENCE SOUTHERLY ALONG SAID NORTHERLY EXTENSION TO THE NORTHWEST CORNER OF SAID LOT 30; THENCE EASTERLY ALONG THE NORTH LINE OF SAID LOT 30 TO THE WEST RIGHT-OF-WAY LINE OF CHAPEL LANE ACCORDING TO SAID PLAT OF CHAPEL COURT SECTION III; THENCE NORTHERLY ALONG SAID WEST RIGHT-OF-WAY LINE 228.3 FEET; THENCE AT AN ANGLE OF 135° 19'32" AS MEASURED FROM SOUTHERLY TO NORTHWESTERLY 35.15 FEET TO THE SOUTH RIGHT-OF- WAY LINE OF COUNTY LINE ROAD ACCORDING TO SAID PLAT OF CHAPEL COURT SECTION III; THENCE EASTERLY ALONG SAID SOUTHERLY RIGHT-OF-WAY LINE TO THE NORTHEAST CORNER OF LOT 1 OF SAID CHAPEL COURT SECTION III; THENCE SOUTHERLY ALONG THE EAST LINE OF SAID CHAPEL COURT SECTION III TO THE NORTHWEST CORNER OF LOT 2, ACCORDING TO THE PLAT OF TEQUESTA PINES RECORDED IN PLAT BOOK 34, PAGES 84 THROUGH 89, PALM BEACH COUNTY, FLORIDA PUBLIC RECORDS; THENCE EASTERLY ALONG THE BOUNDARY OF SAID TEQUESTA PINES TO THE NORTHEAST CORNER OF LOT 1 OF SAID TEQUESTA PINES; THENCE SOUTHERLY ALONG THE BOUNDARY OF SAID TEQUESTA PINES TO THE NORTH LINE OF LOT 112 OF SAID TEQUESTA PINES; THENCE EASTERLY ALONG THE BOUNDARY OF SAID TEQUESTA PINES TO THE SOUTHWEST CORNER OF LOT 19 OF SAID TEQUESTA PINES; THENCE NORTHERLY ALONG THE BOUNDARY OF TEQUESTA PINES TO THE SOUTH LINE OF LOT 12 OF SAID TEQUESTA PINES; THENCE http://library8.municode.com/default-test/DocView/13868/1/3/10 12/9/2009 ARTICLE VII. MISCELLANEOUS PROVISIONS Page 4 of 6 WESTERLY ALONG THE BOUNDARY OF TEQUESTA PINES TO THE SOUTHWEST CORNER OF SAID LOT 12; THENCE NORTHERLY ALONG THE WEST LINE OF SAID LOT 12 TO THE SOUTH LINE OF LOT 11 OF SAID TEQUESTA PINES; THENCE WESTERLY ALONG SAID SOUTH LINE OF LOT 11 TO THE SOUTHWEST CORNER OF LOT 11; THENCE NORTHERLY ALONG THE BOUNDARY OF TEQUESTA PINES TO THE CENTERLINE OF WINGO STREET ACCORDING TO SAID PLAT OF TEQUESTA PINES; THENCE EASTERLY ALONG SAID CENTERLINE TO THE SOUTHEASTERLY EXTENSION OF THE WESTERLY LINE OF LOT 5 OF SAID TEQUESTA PINES; THENCE NORTH-WESTERLY ALONG SAID SOUTHEASTERLY EXTENSION AND ALONG SAID WESTERLY LINE OF LOT 5, A DISTANCE OF 140.97 FEET; THENCE AT AN ANGLE OF 112°45'20" AS MEASURED FROM SOUTHEASTERLY TO WESTERLY ALONG THE BOUNDARY OF SAID LOT 5, A DISTANCE OF 43.38 FEET; THENCE NORTHEASTERLY ALONG THE BOUNDARY OF LOT 5, A DISTANCE OF 82.65 FEET; THENCE NORTHEASTERLY ALONG THE BOUNDARY OF LOT 5 AND LOT 6 OF SAID TEQUESTA PINES TO THE WESTERLY RIGHT-OF-WAY LINE OF FLORIDA EAST COAST RAILROAD; THENCE SOUTHEASTERLY ALONG SAID WESTERLY RIGHT-OF-WAY TO THE SOUTH LINE OF THE NORTHWEST QUARTER OF THE NORTHWEST QUARTER OF SECTION 30, TOWNSHIP 40 SOUTH, RANGE 43 EAST, PALM BEACH COUNTY FLORIDA; THENCE EASTERLY ALONG SAID SOUTH LINE TO THE EASTERLY RIGHT-OF-WAY LINE OF OLD DIXIE HIGHWAY; THENCE NORTHWESTERLY ALONG SAID EASTERLY RIGHT-OF-WAY LINE TO THE SOUTH LINE OF THE NORTH HALF OF THE NORTH HALF OF SAID NORTHWEST QUARTER; THENCE EASTERLY ALONG SAID SOUTH LINE OF THE NORTH HALF OF THE NORTH HALF TO THE EAST LINE OF SAID NORTHWEST QUARTER OF THE NORTHWEST QUARTER; THENCE NORTHERLY ALONG SAID EAST LINE TO A LINE 381.6 FEET SOUTH OF AND PARALLEL TO THE NORTH LINE OF SAID SECTION 30; THENCE EASTERLY ALONG SAID PARALLEL LINE 75.00 FEET; THENCE NORTHERLY PARALLEL TO SAID EAST LINE OF THE NORTHWEST QUARTER OF THE NORTHWEST QUARTER TO SAID NORTH LINE OF SECTION 30; THENCE EASTERLY ALONG SAID NORTH LINE OF SECTION 30 TO THE EASTERLY RIGHT- OF-WAY OF U.S. HIGHWAY NO. 1; THENCE SOUTHEASTERLY ALONG SAID EASTERLY RIGHT- OF-WAY LINE TO THE INTERSECTION WITH THE WESTERLY EXTENSION OF THE NORTH LINE OF BLOCK 1, ACCORDING TO THE PLAT OF JUPITER HEIGHTS, AS RECORDED IN PLAT BOOK 23, PAGE 69, PUBLIC RECORDS OF PALM BEACH COUNTY, FLORIDA; THENCE EASTERLY ALONG SAID NORTH LINE, A DISTANCE OF 146.66 FEET TO THE WEST LINE OF LOT 8, OF SAID BLOCK 1; THENCE SOUTHERLY ALONG SAID WEST LINE OF LOT 8, A DISTANCE OF 127.20 FEET TO THE SOUTH LINE OF SAiD BLOCK 1; THENCE WESTERLY ALONG SAID SOUTH LINE AND ITS WESTERLY EXTENSION 140.00 FEET TO THE INTERSECTION WITH THE EASTERLY RIGHT-OF-WAY LINE OF SAID U.S. HIGHWAY ONE; THENCE SOUTHERLY ALONG SAID EASTERLY RIGHT-OF-WAY LINE A DISTANCE OF 40.00 FEET TO THE INTERSECTION WITH THE NORTH LINE OF BLOCK 2 AND ITS WESTERLY EXTENSION, OF SAID PLAT OF JUPITER HEIGHTS; THENCE EASTERLY ALONG SAID NORTH LINE AND ITS WESTERLY EXTENSION, A DISTANCE OF 140.00 FEET TO THE WEST LINE OF LOT 14 OF SAID BLOCK 2; THENCE SOUTHERLY ALONG THE WEST LINE OF LOT 14 AND 23, OF SAID BLOCK 2, A DISTANCE OF 260.00 FEET TO THE SOUTH LINE OF SAID BLOCK 2; THENCE WESTERLY ALONG SAID SOUTH LINE AND tTS WESTERLY EXTENSION, A DISTANCE OF 140.00 FEET TO SAID EASTERLY RIGHT-OF-WAY OF U.S. HIGHWAY ONE; THENCE SOUTHERLY ALONG SAID EASTERLY RIGHT- OF-WAY LINE, A DISTANCE OF 40.00 FEET TO THE NORTH LINE OF BLOCK 3 AND ITS WESTERLY EXTENSION OF SAID PLAT OF JUPITER HEIGHTS; THENCE EASTERLY ALONG SAID NORTH LINE OF BLOCK 3 AND ITS WESTERLY EXTENSION, A DISTANCE OF 190.00 FEET TO THE EAST LINE OF LOT 13, OF SAID BLOCK 3; THENCE SOUTHERLY ALONG THE EAST LINE OF LOT 13 AND 25, OF SAID BLOCK 3, A DISTANCE OF 240.00 FEET TO THE SOUTH LINE OF SAID BLOCK 3; THENCE WESTERLY ALONG SAID SOUTH LINE OF BLOCK 3, AND ITS WESTERLY EXTENSION, A DISTANCE OF 190.00 FEET TO SAID EASTERLY RIGHT-OF-WAY LINE OF U.S. HIGHWAY NO. 1; THENCE SOUTHEASTERLY ALONG SAID EASTERLY RIGHT-OF- WAY LINE OF U.S. HIGHWAY NO. 1, 320.00 FEET TO THE INTERSECTION WITH THE WESTERLY EXTENSION OF THE NORTH LINE OF LOT 1, BLOCK 5 OF SAID PLAT OF JUPITER HEIGHTS; THENCE EASTERLY ALONG SAID NORTH LINE OF LOT 1, BLOCK 5 AND ITS WESTERLY EXTENSION, 120.00 FEET TO THE EAST LINE OF LOTS 1 THROUGH 9, BLOCK 5 OF SAID PLAT http://library8.municode.com/default-test/DocView/13868/1/3/10 12/9/2009 ARTICLE VII. MISCELLANEOUS PROVISIONS Page 5 of 6 OF JUPITER HEIGHTS; THENCE SOUTH ALONG SAID EAST LINE, 180.00 FEET TO THE SOUTH LINE OF SAID LOT 9, BLOCK 5; THENCE WEST ALONG SAID SOUTH LINE AND ITS WESTERLY EXTENSION, 120.00 FEET TO SAID EASTERLY RIGHT-OF-WAY LINE OF U.S. HIGHWAY NO. 1; THENCE SOUTHEASTERLY ALONG SAID EASTERLY RIGHT-OF-WAY LINE TO THE INTERSECTION WITH THE NORTH LINE OF GOVERNMENT LOT 3, SECTION 30, TOWNSHIP 40S, RANGE 43E; THENCE EASTERLY ALONG SAID NORTH LINE OF GOVERNMENT LOT 3 TO THE INTERSECTION WITH THE EAST LINE OF THE WESTERLY 373.13 FEET OF SAID GOVERNMENT LOT 3, AS MEASURED ALONG SAID NORTH LINE; THENCE SOUTHERLY AT RIGHT ANGLES TO SAID NORTH LINE OF GOVERNMENT LOT 3 TO THE INTERSECTION WITH THE NORTH LINE OF KEY WEST VILLAGE AS RECORDED IN PLAT BOOK 65, PAGES 103 THROUGH 105 PALM BEACH COUNTY, FLORIDA PUBLIC RECORDS; THENCE EASTERLY ALONG SAID NORTH LINE OF KEY WEST VILLAGE AND ALONG ITS EASTERLY EXTENSION TO THE CENTERLINE OF THE INTRACOASTAL WATERWAY; THENCE NORTHWESTERLY ALONG SAID CENTERLINE TO THE WESTERLY EXTENSION OF THE SOUTH LINE OF LOT 183, GOMEZ GRANT AND JUPITER ISLAND AS RECORDED IN PLAT BOOK 1, PAGE 80, PALM BEACH COUNTY, FLORIDA PUBLIC RECORDS; THENCE EASTERLY ALONG SAID WESTERLY EXTENSION OF SAID LOT 183 AND ALONG SAID SOUTH LINE OF LOT 183 TO THE WATERS OF THE ATLANTIC OCEAN; THENCE SOUTHEASTERLY ALONG SAID WATERS TO THE INTERSECTION OF THE SOUTH LINE OF THE NORTH 100 FEET OF LOT 187, ACCORDING TO THE PLAT OF GOMEZ GRANT AND JUPITER ISLAND, AS RECORDED IN PLAT BOOK 1, PAGE 80, PALM BEACH COUNTY, FLORIDA PUBLIC RECORDS WITH THE WATERS OF THE ATLANTIC OCEAN; THENCE WESTERLY ALONG SAID SOUTH LINE AND ITS WESTERLY EXTENSION TO THE CENTERLINE OF THE INTRACOASTAL WATERWAY; THENCE SOUTHEASTERLY ALONG SAID CENTERLINE TO A LINE 1157.52 FEET NORTHERLY OF AND PARALLEL TO THE SOUTH LINE OF SECTION 30, TOWNSHIP 40 SOUTH, RANGE 43 EAST, PALM BEACH COUNTY, FLORIDA; THENCE WESTERLY ALONG SAID PARALLEL LINE TO A LINE 263 FEET EASTERLY OF AND PARALLEL TO THE EASTERLY RIGHT- OF-WAY LINE OF U.S. HIGHWAY ONE; THENCE SOUTHWESTERLY ALONG SAID PARALLEL LINE TO A LINE 150 FEET NORTH OF AND PARALLEL TO THE SOUTH LINE OF SAID SECTION 30; THENCE EASTERLY ALONG SAID PARALLEL LINE TO THE CENTERLINE OF THE INTRACOASTAL WATERWAY; THENCE NORTHWESTERLY ALONG SAID CENTERLINE TO A LINE 820 FEET NORTHERLY OF AND PARALLEL TO THE SOUTH LINE OF LOT 195 OF SAID JUPITER ISLAND AND GOMEZ GRANT; THENCE EASTERLY ALONG SAID PARALLEL LINE TO SAID WATERS OF THE ATLANTIC OCEAN; THENCE SOUTHEASTERLY ALONG THE WATERS OF THE ATLANTIC OCEAN, TO AN INTERSECTION WITH THE EASTERLY EXTENSION OF THE NORTH LINE OF LOT 1, JUPITER INLET BEACH COLONY, ACCORDING TO THE PLAT THEREOF RECORDED IN PLAT BOOK 24, PAGE 139, PUBLIC RECORDS OF PALM BEACH COUNTY, FLORIDA; THENCE WESTERLY ALONG THE NORTH LINE OF SAID LOT 1 AND THE EASTERLY AND WESTERLY EXTENSION THEREOF TO THE NORTHERLY EXTENSION OF THE WESTERLY RIGHT-OF-WAY LINE OF COLONY ROAD; THENCE SOUTHERLY ALONG SAID NORTHERLY EXTENSION AND ALONG THE EAST LINE OF LOT "B" OF SAID JUPITER INLET BEACH COLONY TO THE POINT OF CURVATURE OF A CURVE AT THE SOUTHEAST CORNER OF SAID LOT "B"; THENCE ALONG THE ARC OF SAID CURVE TO THE POINT OF TANGENCY OF SAID CURVE AND THE SOUTH LINE OF SAID LOT "B"; THENCE WESTERLY ALONG SAID SOUTH LINE TO THE WESTERLY RIGHT-OF-WAY LINE OF THE INTRACOASTAL WATERWAY; THENCE NORTHERLY ALONG SAID INTRACOASTAL WATERWAY WESTERLY RIGHT-OF-WAY LINE, A DISTANCE OF 66 FEET MORE OR LESS TO ITS INTERSECTION WITH THE NORTHERLY RIGHT- OF-WAY LINE OF STATE ROAD NO. 707; THENCE WESTERLY ALONG THE NORTHERLY RIGHT- OF-WAY LINE OF STATE ROAD NO. 707 (A-I-A) AND ITS WESTERLY EXTENSION, TO ITS INTERSECTION WITH THE NORTH-SOUTH QUARTER SECTION LINE OF SAID SECTION 31; THENCE NORTHERLY ALONG SAID NORTH-SOUTH QUARTER-SECTION LINE; TO THE SOUTH LINE OF SAID SECTION 30; THENCE WESTERLY ALONG THE SOUTH LINE OF SECTION 30, TO THE SOUTHEAST CORNER OF SAID SECTION 25, TOWNSHIP 40 SOUTH, RANGE 42 EAST; THENCE WESTERLY ALONG THE SOUTH LINE OF SECTION 25 TO THE WEST LINE OF THE EAST HALF OF THE SOUTHEAST QUARTER OF SAID SECTION 25; THENCE NORTHERLY ALONG SAID WEST LINE OF THE EAST HALF OF THE SOUTHEAST QUARTER, A DISTANCE OF http://library8.municode.com/default-test/DocView/13868/1/3/10 12/9/2009 ARTICLE VII. MISCELLANEOUS PROVISIONS Page 6 of 6 220 FEET; THENCE WESTERLY AND PARALLEL TO THE SOUTH LINE OF SAID SECTION 25 TO A POINT IN THE EASTERLY RIGHT-OF-WAY OF AFORESAID RIVERSIDE DRIVE; THENCE SOUTHEASTERLY ALONG THE EASTERLY RIGHT -OF-WAY LINE OF SAID RIVERSIDE DRIVE, TO THE SOUTH LINE OF SAID SECTION 25; THENCE WESTERLY ALONG THE SOUTH LINE OF SECTION 25, TO A POINT IN THE CENTERLINE OF THE NORTH FORK OF THE LOXAHATCHEE RIVER; THENCE SOUTHERLY ALONG SAID CENTERLINE TO THE INTERSECTION OF THE NORTHEASTERLY EXTENSION OF THE NORTHWESTERLY LINE OF LAND DESCRIBED IN OFFICIAL RECORD BOOK 243, PAGE 235 OF PALM BEACH COUNTY, FLORIDA PUBLIC RECORDS WITH THE CENTERLINE OF THE NORTH FORK OF THE LOXAHATCHEE RIVER; THENCE SOUTHWESTERLY ALONG SAID NORTHEASTERLY EXTENSION AND ALONG SAID NORTHWESTERLY LINE TO THE NORTHEASTERLY RIGHT-OF-WAY LINE OF POINT DRIVE; THENCE SOUTHEASTERLY ALONG SAID RIGHT-OF-WAY LINE TO THE SOUTHEASTERLY LINE OF JUPITER MANORS, SECTION ONE, AS RECORDED IN PLAT BOOK 12, PAGE 38, PALM BEACH COUNTY, FLORIDA PUBLIC RECORDS; THENCE SOUTHWESTERLY ALONG SAID SOUTHEASTERLY LINE AND ALONG ITS SOUTHWESTERLY EXTENSION TO THE CENTERLINE OF THE NORTHWEST FORK OF THE LOXAHATCHEE RIVER; THENCE ALONG SAID CENTERLINE OF THE NORTHWEST FORK TO THE NORTH LINE OF SECTION 27, TOWNSHIP 40 SOUTH, RANGE 42 EAST; THENCE EASTERLY ALONG SAID NORTH LINE OF SECTION 27 AND ALONG THE NORTH LINE OF SECTION 26, TOWNSHIP 40 SOUTH, RANGE 42 EAST TO THE POINT OF BEGINNING. (Rev. 4-9-2009) http://library8.municode.com/default-test/DocView/13868/1/3110 12/9/2009 Form W'9 Request for Taxpayer Give form to the (Rev. October 2007) Identification Number and Certification requester. Do not Department of the Treasury send to the IRS. Internal Revenue Service Name (as shown on your income tax return) ~ Village of Tequesta, Florida a Business name, if different from above c 0 O o Check appropriate box: ^ Individual/Sole proprietor © Corporation ^ Partnership . ~`:.- o ^ Limited liabilit corn an Enter the tax classification D=disre arded enti C=cor oration, P= artnershi - ___.... Y P Y• ( 9 tY. P P P) ^ pay ept ` o ~ ^ Other (see instructions) - ~ Address (numb t t d t it ' er, s ree , an . or su e no.) ap Requester s name and a ddress (optional) o. v w 345 Tequesta Drive •~ City, state, and ZIP code to Tequesta, FL 33469 y List account number(s) here (optional) ~ 6WP1087A Enter your TIN in the appropriate box. The TIN provided must match the name given on Line 1 to avoid Social security number backup withholding. For individuals, this is your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3. or Note. If the account is in more than one name, see the chart on page 4 for guidelines on whose Employer identification number number to enter. 5~ ~ ~[~ ~( ~-{ G ~ ~ Certification Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and 2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and 3. I am a U.S. citizen or other U.S. person (defined below). Cert'rfication instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the Certification, but you must provide your correct TIN. See the instructions on page 4. Sign Signature of ~ - '/ Here U.S. person - ~~~ ~ /,,~t~~ Date - / Z.~T/O9 General Instructions Section references are to the Internal Revenue Code unless otherwise noted. Purpose of Form A person who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) to report, for example, income paid to you, real estate transactions, mortgage interest you paid, acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA. Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN to the person requesting it (the requester) and, when applicable, to: 1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued), 2. Certify that you are not subject to backup withholding, or 3. Claim exemption from backup withholding if you are a U.S. exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners' share of effectively connected income. Note. If a requester gives you a form other than Form W-9 to request your TIN, you must use the requester's form if it is substantially similar to this Form W-9. Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are: • An individual who is a U.S. citizen or U.S. resident alien, • A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States, • An estate (other than a foreign estate), or • A domestic trust (as defined in Regulations section 301.7701-7). Special rules for partnerships. Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax on any foreign partners' share of income from such business. Further, in certain cases where a Form W-9 has not been received, a partnership is required to presume that a partner is a foreign person, and pay the withholding tax. Therefore, if you are a U.S. person that is a partner in a partnership conducting a trade or business in the United States, provide Form W-9 to the partnership to establish your U.S. status and avoid withholding on your share of partnership income. The person who gives Form W-9 to the partnership for purposes of establishing its U.S. status and avoiding withholding on its allocable share of net income from the partnership conducting a trade or business in the United States is in the following cases: • The U.S. owner of a disregarded entity and not the entity, Cat. No. 10231X Form W-9 (Rev. 10-2007) md~ January 5, 2010 Village of Tequesta, Florida Attn: Debra Telfin 345 Tequesta Drive Tequesta, FL 33469 Re: Sprint Tequesta 6WP 1087A 901 North Old Dixie Highway, Tequesta, FL 33469 (Property) Dear Mr. Telfin: In preparation for recording the License Assignment documents relating to the above-referenced communications facility, Md7 Capital Three, LLC will require the completion of the attached Certificate of Ownership. The purpose of this document is to confirm that the vesting of the Property is still in the name of the contracting "Owner." Please mail the completed, signed Certificate of Ownership and any documentation of ownership change (if applicable) to Md7 Capital Three, LLC within 5 business days of your receipt of this letter. We have enclosed aself-addressed, pre-paid envelope for your convenience. If you have any questions regarding the enclosed documents, please contact me, your Md7 Lease Consultant, at (858) 799-7865. Sincerely, ~~ Joe Bartolomei Lease Consultant Enclosures -11-10P04:23 RC' ~ Md7 Capital Three, LlC ~ 3721 Valley Centre Drive, Suite 303, San Diego, CA 92130 ~ (858) 799-78S0 J Sprint Tequesta 6WP1087A 901 North Old Dixie Highway, Tequesta, FL 33469 (Property) CERTIFICATE OF OWNERSHIP The purpose of this Certificate of Ownership is to confirm the current vesting/ownership status of the above-referenced Property. This Certificate of Ownership is for the benefit of, and may be relied upon by, Md7 Capital Three, LLC (Md7 Capital Three) together with its successors and assigns. The undersigned certifies as follows: A. According to the public record, the Property is vested as follows: Village of Tequesta, Florida, a municipal corporation B. The following statements apply to the ownership of the Property (initial the applicable statement): The above vesting/ownership of the Property is correct. There has been no change nor is there any pending sale, transfer, foreclosure proceeding, etc. that could affect the license or license documents to be recorded prior to January 10, 2010. There has been or will be a change in vesting/ownership of the Property that affects the license documents that will be recorded on January 10, 2010. [Please specify exactly what changes have occurred and attach ALL documentation relating to the new Property owner (including grant deed, quitclaim deed, death certificate, etc.)]. Executed on / ,.,,,~..r , 201 By: Print Name: / < <C ~1 u e C. O O, J2 , Title: ~ [.u46r~ /`~~~tJi4 ~E 2 6WP1087A