HomeMy WebLinkAboutDocumentation_Regular_Tab 21_04/14/2005 . � � � .• � .• . � • � .
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To: Mayor and Council
From: Michael R. Couzzo, Jr., Village Manager �;
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Date: 4/8/2005
Re: . Sprint's Request for Global Signal to Assume Sprint's Lease Obligation on the
Existing Cell Tower Located on 901 Old Dixie Highway, Tequesta, Florida
I am attaching, for your review and consideration, a request from Sprint for Global
Signal to assume their obligations under the current lease with the Viflage of
Tequesta. This matter is being forward to the Village Attorney for his review and
recommendations pursuant to the lease of 9-28-2001.
I have reviewed the lease and refer you to Article 14, Assignment. 1t is my
interpretation, and I will confer with the Village Attorney, that the licensee may not
sublet their right other than as provided. �
I will provide additional inforrnation after reviewing this information with the Attorney.
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March 18 aoos Received
PINR L � r. �
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Re: Estoppel Certificate
Vi11��� i�q�''� �iff
Dear Ladies and Gentlemen:
Sprint is excited to announce that it has recently entered into an agreement with Global
Signal where6y Global Signal will sublease from Sprint its interest in the Lease with you and will
manage th� existing tower on SprinYs beKalf. Accordingly, Global Signal will assume Sprint's
obligations under the Lease.
ln connection with this transaction, it is important that Landlord and Sprint make certain
acknowledgments with respect to certain matters in the Lease by executing the estoppel
certificate enclosed herewith. Sprint has approved the form of the enclosed estoppel.
Global Signal is one of the largest wireless communication tower owners in the United
States based on the number of towers owned. We are confident that both you and Sprint wiU
benefit from Global Signal's very substantial experience in operating and managing
communications towers.
For your convenience, we have enclosed a pre-addressed and pre-paid envelope. Please
execute the enclos�d estoppel and forward the same using the enclosed envefope or mail to:
Gtobal Signal Inc. (Project CL-EST), 301 North Cattlemen Road Suite 3Q0, Sarasota, Florida
34232 within the next week.
Pfease call Global Signal if you need any assistance or have any questions regarding this
matter. You can reach Global Signal's estoppel hotline by calling (888) 748-3482, extension
3590. Sprirtt has authorized Global Signal to act on its behalf in this regard.
Sprint thanks you in advance for your cooperation and prompt attention to this important
matter and looks fonnrard to continued good relations with you.
Very truly yours,
�
/Enclosures
Recording requested by
and when recorded
return to:
Global Signal Inc.
301 North Cattleman Road
Suite 300
Sarasota, FL 34232
Attn: General Counsel
AGREEMENT REGARDING GROUND LEASE
THIS AGREEMENT REGARDING GROUND LEASE (this "Agreement") is made as
of , 2Q05, between the party identified as "Landlord" on the signature page hereof and
SPRINT SPECTRUM REALTY COMPANY, L.P., a Delaware limited partnership ("Tenanf").
RECITAL5:
A. Landlord and Tenant are now parties to that certain COMMUriICATIONS SITE
LEASE AGREEMENT dated September 28, 2001, as memorialized by the MEMORANDiJ1VI OF PCS
STI'E LICENSE AGREEMENT dated October 1, 2001 and recorded in Book 13099, Pages 732-735 in
the Public Records of Palm Beach County, Florida, a copy of which is annexed hereto as Exhibit A(the
"I.ease"), covering certain real property more particularly described on Exhibit A attached hereto (the
"Propertv");
. B. Pursuant to an agreement dated February 14, 2005 by and among Tenant, certain
subsidiaries of Tenant and Global Signal, Inc., the Lease. and the property related thereto (the " Premises ")
will be assigned to an affiliate of Tenant ("Tenant Affiliate"); and, after such assignment, the references
to Tenant herein shall apply to Tenant Affiliate;
C. Pursuant to a sublease (the " Sublease "), Tenant Affiliate will sublease its entire
interest in the Lease to an affiliate of Global 5ignal ("SubtenanY') in exchange for certain prepaid
consideration and Subtenant will then leaseback to Tenant (and/or one or more of its affiliates) the portion
of the leased premises on which Tenant's telecommunications equipment is currently located in exchange
for certain ongoing payments (collectively, the "Lease and Lease Back Transactions");
D. Certain lenders (each, together with their successors and assigns, a"Lender")
may make a loan to Subtenant or certain of its affiliates secured by a mortgage or other security
instrument encumbering Subtenant's interest in the Sublease; and
For good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:
1. Consent. To the extent any such consent is required by the Lease, Landlord hereby
consents (a) to the assignment of the Lease from the original tenant under the Lease (an affiliate of
Tenant) to Tenant, (b) to the acquisition by Tenant Affiliate (or any affiliate thereofj, directly or
indirectly, of Tenant's interest in the Lease, (c) to the Sublease (and the recording of a memorandum of
the Sublease) and (d) to the Lease and Lease Back Transaction.
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2. Estopvel Certificate. Landlord certifies that (and Lender may rely on such `'
representations) the following staternents are true as of the date hereof:
(a) Tenant is the current tenant under the Lease (a full copy of which, including all amendments
thereto, is annexed as Exhibit A, and the Lease is in full force and effect and contains the entire
agreement between Landlord and Tenant with respect to the Property. Landlord is eifher the owner of the
fee simple interest in the Property or the holder of a valid leasehold interest in the property and the person
or entity signing on behalf of Landlord is authorized to do so and no other person or entity's signature is
required to bind Landlord.
(b) No default exists under the Lease on the part of Tenant, and, to Landlord's knowledge, no
event or condition has occurred or exists which, with notice or the passage of time or both, would
constitute a default by Tenant under the Lease.
(c) No payments to Landlord are required under the Lease for the Lease and Lease Back
Transactions or otherwise in connection with the above consents.
3. A�reement with Respect to the Lease and Sublease. Landlord hereby agrees with respect
to the Lease as follows:
(a) Lender and Subtenant shall have all of the rights of Tenant under the Lease, including the
right to exercise any renewal option(s) or purchase option(s) set forth in the Lease, and shall have the
right to assign the Sublease without Landlord's further consent.
(b).Landlord shall deliver to any Lender and Subtenant (in each case at such,address as sha11 be
designated in writing to Landlord) a copy of any default notice given by Landlord to Tenant under the
Lease. No default notice from Landlord to Tenant sha11 be deemed effective as against any Lender or
Subtenant unless received by such Lender or Subtenant.
(c) If Tenant defaults on any monetary obligations under the Lease, Landlord shall accept a cure
thereof by any Lender or Subtenant within thirty (30) days after delivery of notice of such defaults. For
non-monetary defaults, Landlord shall not terminate the Lease for so long as a Lender or Subtenant is
diligently pursuing a cure of the default, and if curing such non-monetary default requires possession of
the Property, then Landlord agrees to give the Lender or Subtenant a reasonable time to obtain possession
of the Property and to cure such default.
(d) Landlord acknowledges none of Tenant or Tenant Affiliate may ternunate, surrender or
cancel the Lease except as provided in the Lease and may not amend the Lease in a manner that
materially increases the liability or obligations of Tenant or Tenant Affiliate or decreases the rights of
Tenant or Tenant Affiliate without the prior written consent of Lender.
(e) If the Lease is terminated by Landlord for any reason, or other.wise rejected in bankruptcy,
Landlord will enter into a new lease with either Lender or Subtenant on the same terms as the Lease,
provided that all past due amounts under the Lease are paid to Landlord within 30 days of notice to
Lender and Subtenant of such termination.
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4. Memorandum of Lease. To the extent the Lease or a memorandum thereof has not
previously been recorded, this Agreement shall constitute a"memorandum of lease" under applicable
State law and may be recorded in the applicable public recards, the provisions of the Lease (with certain
financial terms redacted therefrom) being as set forth on Exhibit A annexed hereto and made a part
hereof.
5. Notices. All notices sent to any Lender or Subtenant shall be in writing and sent by
United States mail postage prepaid or other reputable courier service at the following address: c/o Global
Signal Inc., 301 North Cattleman Road, Suite 3D0, Sarasota, FL 34232, Attn: General Counsel; or to sueh
other address as Lender or Subtenant shall have notified Landlord in writing.
6. Miscellaneous
(a) If this Agreement is inconsistent with the Lease, this Agreement shall control.
(b) This Agreement shall be binding upon Landlord and its successors and shall benefit each of
Lender and Subtenant and their respective successors and assigns.
(c) This Agreement may not be amended or modified except by a written agreement executed by
Landlord, any Lender and Subtenant. This Agreement may be executed in any number of separate
counterparts and all signatures need not be on the same counterpart.
' [SIGNATURE PAGES FOLLOW)
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TENANT
IN WITNESS WHEREOF, the undersigned, by its duly elected officer(s) and pursuant to proper
authority has duly executed, acknowledged and delivered this instrument as its true act and deed.
SPRINT SPECTRUM REALTY COMPANY,
L.P.,
a Delaware limited. partnership
By: .
Name:
Title:
LANDLORD
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IN WTI'NESS WHEREOF, the undersigned, by its duly elected officer(s) and pursuant to proper
authority of its board of directors has duly executed, acknowledged and delivered this instrument as its
true act and deed.
VILLAGE OF TEQUESTA,
a Florida municipal corporation
. By:
Name:
Title:
EXHIBIT A
Lease and Legal Description
(see attached)
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• COMMUNICATIpNS SITE LIC SE AGREEMENT
Aprt194
Site �ame V[i.LACE O� TEQUESTA — WATEit TRF.�ITMEH'f PLAIYT Sitg I. D. MI 42XCfl5
Address an� �31d D{xfe Hiehwav. Tsoeata. FI, 334b9 /
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This Communicado� Site License Agreement (Ground) ("Agreement") is entered into this�� clay of !- ,
2001, between Village of Tequesta, a Florida municipal corporation with an office at 250 Tequesta Drive #300, Tequesta, florida
33469-0273 ("Licensor"), and' Sprint Spect:um L.P., a Delaware timited partr►ership, d/ts/a Sprint PCS with an address of 1357
Hembree, Suite 100, Roswell, GA 30076 ("Licensee").
For goad and valuable consideration the reeeipt and suf�icie�y of which is hereby acknowledged, the parties hereto �gree
as follows:
1. Premises.
Licensor is the owner of a 9.38 acre parcel of land (the "Laad") known as Tequesta Watac Treahnent Plan� 901 Dld Dixie
Highway, Tequesta, FL 33469 located in Tec{uesta, Caunty of Palm Besch, S�ate of �lorida commonly known as the Vitlage of
Taquesta. Liceasor licenses to Licensee, land consisting of approximately �j �OQ square feet upon which Licensee wilf
conslruct its eqaipment base station and antenna structure, space nquired for cabte runs to connect PCS equipment and antennas in
the location(s) ("Site"} shown on E:hibit A{legal description xnd site sketch), Exhibit A-1 {p6oto simulation o[ instaUstlon};
and Exfiibit B(engineering drawings prepared by ARCADIS, GERAGHTY & MILLER, wluch shall be replaced in the future
by fnal apprnved constructiun drarvings or as-built drawings}, which Exhi'bits are attached heieto and made a part hereaf, together
with a uan-exclusive easement for reasonable access thereto, and ta the apprnpriate, in the discretion of the Licensee, source of
electric and telephone utilities.
_ 2. Use.
The Site may be used by Licensee for the installation, maintenance, operation, replacement, repair and removal of Liceusee's
Faeilitias, as def►aed below, ineluding the transmission and reception of radia signals, subject to approva( by the Village CounciL�
pursuant to Village Code, subsequent to a public hearing, and any other applicable approvals �e uired by the Tequesta Yillage
Coda. . /�� f� , �' (.�
3. Tests and Construction.
Licensee shall have ihe right at any time foliowing the full execution of this Agreement to enter upon the Land for the pwpose of
making appropriate engineering and boundary surveys, inspections, soit test borings, other neasonably necessary tests and
cons�ucting the Liceasee's Facilities (as defined in Paragraph 6(a} below).
4. Term.
. The term of this Agreement shali be ten (10} yeacs commencing upon copstruction of Licepsee's Fac7ities ("Comrriencement
Date"), unless otherwise ternunated as provided in Paragraph 10. Licensee shall have the right to extend the term for two {2}
successive five (5) year periods {the "Renewal Terms"} on the same terms and conditions as set forth hecein. This Agreement shali
automatically be extended for each successive Renewa( Tern�, unless Licensee notifies Licensor of its i�ention not to renew noC
less than ainery (90) days prior w the expiration of the initial term or any r�newal term.
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(a) Upon execution o thi Agreeme t( e er ref ed to as the ("Commencement Date"}, Licensee will pay Licensor a
one-time aggregate payment of One Hundred Dollars ($100.00}, the receipt of which Licensor hereby acknowledges. Thereafter,
an the date of the issuanc�aannee of a building permit, the eMire amount of rent for the first five (5) year period which is
Twenty Foar Tbousand Dollars ($24,000.00) annually, plus a three percent (3%) annual increase, shall be paid to the Licensor in
the amount of �ne Hundred and Twenty Seven Tlwusand, Four Hundred and Nineteen Dollats and Thirty Cents (S12T,419.30), .
which sum includes the entire amount of annual rent for the init'sal five (5) year period, plus the amount of the annual increase far
the initiai five (5} year period. Rent shalt be payable w Liceasor at 250 Tequesta Drive, Suite 300, Tequesta, Florida 33469,
4tteniion: Village Manager.
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(b) Following the termination of the initial five (S) year period of the license temz, the rent due hereunder will be paid in
advance of each five (5) year period, and the rent shall be increased annually, and paid on each anniversary of the Commencement
Date, to gn aneount eouat to the rreater af: (i) the amount of the rent payable during the preceding five (5) yeaz period i�reased by
three percent (3%) annually with said amounts as fo(lows:
SECOND S-YEAR PERIOD: S147,713.80
TNIRD S-YEAR PERIOD: 5171,240.80 :
`d � �� �( FOURTH S-YEAR PERIOD: 5198,515.10 �����! !
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or, (ii�e percentag�hange in the C commencing on the first day of the month wluch is two calendar manths prior to the
Commencement Date and ending on the last day of the month which is two calendar months prior ta the expiration af the then
current five (5) year peripd. "CPI" means the Consumer Price Index-U.S. City Averages far Urban Wage Earners and Clerical
Workers (1982-84=100) published by the Untied States Department of Labor, Bureau of Labor Statistics (ar reasonably equivalent
'nde,�c, j�,such index is discontinued). -
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�� (c) Licensee shall�ha� ie exclusive right to collect a prti rata share of the development costs of the comman elements of the
PCS faciiity, in the event that the Tflwer or common elements ane licensed by the �Giceasor to additionai liceiasees or tenants.
"Common Elements" of the Licensee's PCS faciliry shatl include, but not be limited to, the ground ring, pad/foundation,
fencing/enclosure, tawer/flagpole, site preparation costs (i.e.: engineering, surveying, enviroamenta) and other fees and cost for
professional and other services) required for the development of the Common Elements of the PCS facility esca(ated at an annua!
rate equal to the rate af escalation of the Agreement. Development Costs shatl nat include the casts associated with the instailation
af equipment, imprnvements, fixtures, dishes, lights, switches, batteries, grids. antenna(s), lines, accessories, appurtenanees, or
services necessary for the exclusive use by Licensee, its af�iliates, or assignees. Liceasee will provide Licensor with an itemized list
af Develapment Casts. Licensor shall not authorize any third party to begin instal(ation of its equipment on the Common Ele�nts
of the PCS facility unless and until, the third parry has paid Licensee in full, its required pro-rata share of the Development Costs.
(d) Licensor shall have the exclusive right to license additional space an the Tower to third parry calocators and cottect the
rent therefrom, subjecc ta the• provisions of this Agreement in general, and the provisians pertaining to interference as set facth in
Paragraph 7 herein and the payment of the pro-rata share of the Development Costs as provided in this Paragraph.
6. Facillties: Utilities: Access.
(a) Liceasee shall enect, maintain and aperate on the Site, a telecomrnunicatians facilities, including without limitation, an
antenna pole (`Tower") and foundation, utility lines, transrnission lines, electronic equipment, radio transmitting and receiving
antennas, supporting equipment and sauctures thereto (cutlectively referred to herein as "Licensee's Facilities"), all as approved on
Ezhiblt �, attached hereto and as may be modified through the Licensor's zoning and site plan approval process.
�Licensee has the right w do all work necessary to prepare, maintain and alter the Site for Liceasee's business operations and in
acco�+dance with appcnvals by the Licensor ta install aansmission lines connecting the anteanas to the transmitters and neceivers.
All of Liceasee's canst�ucdon and installation work shalt be performed at Licensee's sote cast and expease and in a good aad
workmanlike manner.
Title to the Licensee's Faeilities sl�all be he{d by Liceasee. All of Licensee's Facilities shall remain Licensee's personal prnperty
and are not fixtures. Licensee has the right to and shall remove ail Licensee's Facilities, at its sole expense on or before the
expiration or earlier ternvnation of the Agreement; provided, Licensee repairs any damage to the Site caused hy such r+emoval.
Should Licensee fail to remove Licensee Facilities from the Land within sixty (60) days of termination or earlier expiradon uf the
Agreement, Licensor may remove and store Licensee Facilities ai Licensee's sote cost and expense. If Licensee does not claim
Licensee's Facilities, and provided that Licensor has given L►censee and any third party financing entity sixty (60) days prior
written notice, the Licensee's Facilities shall be deemed abandoned. Upon ezpiration or earlier ternvnation af the Agreement, such
ternunatian resu(ting through no fault of Licensor, Licensee, at the Licensor's sule discretion, shall �nsfer full, marketable tide for
the Tower and the Commnn Elements as defined herein, free and clear of any claim by the Licensee or any third party, to Licensor
without charge. tn the event that the Site is abandoned by Licensee, Licensor shall have the right to transfer and canvey marketable
title tu the Tower and the Common Elements, free and clear of any claim by Licepsee or any third party.
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- (6) Licensee shall pay for the dectriciry it consumes in its operarions at the rate charged by the servicing utility
com�any. Licensee shall have the night w draw electricity and other utilides on the Land by obtaining separate utility senrice from
any utility corr�pany that will pravide service w t1u Land (including a standby power generator for Liceasee's exclusive use).
Licensor agnes to sign such documents or easements as may be rcquired by said utility companies to provide such service on the
Site, inctuding the gant to Licensee or to the semeing utility company at no cast to the Liceasee, of an easement in, over acrass or
through the Land as nquired by such servieing utility company W provide utility services as provided herein. Any easa�nt
necessary for such power or ather ualities will be at a location acceptable to Licensar and tl�e servicing utility company.
{c) Licensee, Licensee's employees, agents, subcaatractors, lenders and invitees shalt have access to the Sioe without nadce to
Licensor twenty-four (24) hours a day, seven (7) days a week, at na charge, subject w said acEiviEies not interfering with acEivities
of the Licensor on the Site. Licensor grants ta Licensee, and its agents, emplayees, contractors, guests and invitees, a non-
exelusive right and easement for pedesirian and vehicular ing�ss aixi egress across that portian of the Land described in Ezhibit B.
{d) Licensor shall maintain all access raadways &om the nearest public roadway to the Site in a manner su�cient w allow
pedestrian and vehicular access at all Eimes under narmal weather conditions. Liceasee shall be responsible for npairing any
damages it causes, at its sale expense, except for any damage caused by Licensnr's use of such roadways.
(e) Prior to commencing construction or modifications of the Licensee's Facilities, ather than routine maintenance or the
reptacement af like equipment, Licensee shalt obtain alT required Governmental Appmvals. it is Licensee's sole respansibility Eo
obtain, at Licensee's sale cost and expense, any and all permits, licenses, and approvals from local, state or federal govenunental
authorities as requic�ed by !aw for the construction and opera6on of the Licensee's Facilities (collectively, the "Governmentat
Approvals"). Licensor agrees to reasonably cooperate with Licensee, at na additional cost to the Licensee, and w execute such
documents reasonahly required to obtain the Governmentat Approvals. Liceasee shall install and maintain, at its sole axpeose, alt
landscaping as required and approved by the Viilage of Tequesta. This Agneement does not constitute an abrogaEion of Licensor's
governmental regulatory tand development powers.
7. Interference.
{a) Licensee shall aperete the Licensee's Facilities in a manner that will not cause interference to Licensor and othet licensees
of the Land, provided that their installa6ons predaEe that of the Licensee's Facilities. All operations by Licensee shall be in
compliance with all Federal Communications Commission {"FCC") requirements.
(b) Subsequent to the installation of the Licensee's Facilities, Licensor shall not permit itself, its licensees to install new
equipment on the Site, Land or property contiguous thereto awned or controtled by Licensor, if such equipment rvilt cause
inEerference with Licensee's operations. Such interferenee shall be deemed a. meterial breach by Licensor. In tlu event interference
occurs, Licensor agrees to take all reasonable steps nectssary w eGminate such interference, in a reasonahle time period.
8. Taxes.
lf personal property taxes are assessed, Licensee st►all pay any portion of such taxes direcdy attributable to the Liceasee's FaciliEies.
Licensor shall pay all real praperty taxes, assessmenis and deferred taxes on the Land. Licensee shall reimbutse Licensor for any
increase in real estAte taxes directly arin'butable to Licensee's Facilities within sixty (60) days of ceceipt fram Licensor of suf�"icient
documentation from the taxing authority indicating the uecrease is due to Licensee's improvements.
9. Waiver of Licensar's Lien.
Liceasor waives any lien rights it may have ca�erning the Licensee's FaciliEies, which are deemed Licensee's personal properry .
and not fixtures, and Licensee has the right ta remove the same at any time without Licensor's consent.
10. Terminatlon.
This Agrsement may be tersninated withaut fiuther liability on thirty {30) days prior written notice as follows: (i) by either party
upan a default af any covenant or tetm hereaf by the other party, which default is not cured within sixty (bp) days of ceceipt of
wtitten notice of default, provided that the grace period for any monetary default is ten (10) days from receipt of notice; or (ii) by
Licensee for any nason or for no reason, provided Licensee detivers written notice of early termination w Licensor no later than
thirry (30) days prior to the Commencement Date; or (iii) by Licensee if it does not obtain or maintain any license, permit or other
�pproval necessary for the coastruction and operation af Licensee's Facilities; or (iv) by Liceasee if Licensee is unable�to occupy •
and utilize the Site due W an action af the FCC, including without limitation, a talce back of channels or change in frequencies; or
(v) by Licensee if Licensee detern�ines that the Site is not appropriate for its operations for economic or techaological�asoas,
including, without limitation, signal interference. ��
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I1. Destrueteon or Condemnation.
If the Site or Licensee's Faciliaes are damaged, destroyed, condemned or traasferred in lieu of condemnation, Licet�see may etect
to terminate this Agreement as of the date of the damage, destructioq condemnation or transfer in lieu of condem�at�n by giviag
notice to Licensor no more than forry-five {4S) days foitowing the date of such daarage, destraction, condeauQation or daasfer in -
lieu of condemnation. If Licensee chooses not w tern�in$te this Agreement, Rent shatl be reduced or abated in pcoportion to the
actual reduction or abatement of use of the Site.
12. Insurnnce.
Licensee, at Licensee's sole cost and expense, shall procure and maintain an the .Site and on the Licensee's Facilities, bodily injury
and pmperty damage iasuiance with a combined single lu�nit of at least Two Million and 40it00 Dollars (S2,OOO,U00.00) per
occwrence. Such insurance shall insun, on an occurre�e basis, against all liabiliry of Licensee, its employees and agents arising
out of or in connection with Licensee's use of the Site, all as pruvided for henin. Liceasor shall be named as an additioiml iasured
on Licensee's policy. Licensee shal! pmvide to Licensor a certificate of insurance evidencing the coverage required by this
paragraph within thirty {30) days of the Commencement Date.
13. Waivero[Subroeat�n.
Liceasor and Licensee release each other and their respective principals, employees, representatives and agents, from any claims
for damage to any person or ro the Site or w tt� Licensee's Facilities thereon caused by, or that result from, risks insund against
under any insurance policies carried by the parties and in force at the time of any such damage. Licensar and Licensee shall cause
each insurance policy obtained by them w pravide that the insurance company waives all right of recovery by way of subragation
agaiust the other in connection with any damage coverod by any policy. Neither Licensor nor Lieensee shall be liable to the other
for any damage caused by fire or any of the risks insured against rmder any insurance policy requi�ed by Paragraph 12.
14. Assi�nmenw �
Licensee may not sublet, or oeherwise transfer ali or any part of its interest in this Agreement or in the Site; provided, hawever, that
Licensee may assign its interast to its parent company, any subsidiary or affiliate of it or its parent cor�any or to any successor-in-
inte�est or entity acql►iring fifty-one percent (S I%} or more of its stock or assets, subject to any financing enaty's interest, if any, in
this Agreement as set forth in Paragraph 9 above. Licensor rrmy assign this Ag�ement upon written notice to Licensee, subject to
the assignee assw�rung all of the Licensor's obligations herein, ineluding but not limited ta, those set forth in Paragraph 9{°Waiver
of Licensac's Lien") above. This Agreement shall run with the properry aix! shall be binding upan and inure to the benefit of the
parties, their r�spective successors, personai representatives, heirs and assigns. Notwithstanding anytlung to the contrary contained
in this Agreement, Licensee may assign, martgage, pledge, hypothecate or othervvise traasfer withaut notice or consent its interest
in this Agreement to any fu�ancing endty, or agent on behalf af any fiimncing enaty to whom Licensee (i) has obligations for
borrowed money or in respect of guaranties theneof, (ii} has obligadons evidenced by bonds, debentures, notes or similar
insWments, or (iii) has obtigatioas under or with respect to letters of credit, bankers acceptances and simitar facilities or in respect
of guaranties thereof. Licensee may sublet, subject to amendment of the development arder for Licensee's Faciliry.
15. Warrantv o[ Title and Ouiet Eniovmen�
Licensor warrants that: (i) Licensor awns the Land including the Site, in fee simple and has rights of access thersto a� the Land
is free and clear of all liens, encumbrances and restricdons; {ii) Licensor has full right ta make and perform tuis Agreement; and
(iiij Licepsor covenants and agrees with Licensee that upon Licensee paying the Rent and observing and pedorming all the tem�s,
covenants and condidons on Licensee's part to be observed and perfarn�ed, Licensee may peacefully and quiedy enjoy the Site.
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16. e airs.
Licensee sha(1 be required to malce any repairs w the Site.dwring the License term that were not necessitated by the negGgence or
willful misconduct of Licensor or its agents. Licensor shall not be responsible for the repair of damage caused by Lieensee to the
Land. Except as set forth in Paragraph 6(a} above, upon expiration or terminaaon hereof, Liceasee shall restora the Site w the
:o�ition in which it existed upon execuaon heaeaf, reasonable wear and tear and loss by casualty or ather causes beyond
iicensee's control excepted.
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17. Hazardous Substan¢es.
Licensee agrees that it will not use, generare, store or dispc}se of any Hazardous Material on, twder, about or within the Land in
violation of any law or regulation. Licensar states that to the best of its la�owledge (1} that Licensor l�as not used, generated, stored
or dispased af, or permitted the use, genecation, storage or disposal of, any Hazardous Material (defined below) on, under, about or
within the Land in vialation of any law or rcgulatian, and (2) that Licensor will not, and wtll not perm'tt any thitd party ta use,
generate, store or dispose of any Hazardous Material on, under, about or witl�iui the Land in violation of any law or regulation.
Licen4ee shall procure the perfarn�ance of a Phase I environmental assessaunt for the Site, and shali provide a eopy of the
environmental assessment repart ta Licensor, the parties hereby agcee thet the results of the report shall be determinative of any
p�e-existing/existing contaminarion or presen�e of any hazardous materials on the Site. As used in this paragraph, "Hazardaus
Material" shali meaa petroleum or any petroleum product, as6estos, any substance Irnown by the state in which tlu Land is Iocated
to ceuse cancer and/or reproductive toxicity, and/or any substance, chemicat or waste that is identifed as hazardous, toxic or
dangemus in any applicable federal, state or local vw or rogulatian.
18. Liabilitv And Indemnitv.
Licensee and I,icensor e�h indemnifies the other against and hatds the other hanriless from any and all costs (including reasonable
attameys' fees} and claims of liahility or lass which arise out of the owciership, use or occupancy of the Site by the i�emnifying
party, provided however that nathing set forth herein shall be caasidered or conswed as a waiver of Licensor's sovereign
immunity protections and the iimitations of tiability set forth in Section T68.28, Florida Statutes, as amended from time to time.
This indemnity does nat apply to any claims arising aut of the sole negligence or intentional misconduct af the indemnified party.
'The duties described in Paragraph 18 survive termination of this Agreement.
19. Misceqaneous.
(a} This Agreement consritutes the enti� agreement and understanding between the pardies, and supersedes all o�'ers,
negotiations and other agreements concerning the subject matter contained herein. Any amendments to this Agreemem must be in
writing and executed by both parties.
(b) If any provision of this Ag�ement is invalid or unenfarceable with respect to any party, the c�mainder of this Agreertunt
or the application of such provision ta pecsons ather than those as ta wham it is held invalid or unenfarceable, shall not be at�'ected
and each provision of this Agreement shall be vatid and eaforceable to the fullest extent permitted by law.
(c) This Agreement shall be 6inding an and inure to the beneFt of the heirs, successors, administrators and assignees of the
respecrive parties.
(d) Any notice or domand r�quired to be given herein shali be made by certified or registe�d mail, return ceceipt requested, or
reliable ovemight courier to the address of the respective parties set forth below:
Lfcensor: ViUage af Tequcsta Licensee: Sprint PCS License Management
Village Manager South East Region
250 Tequesta Drive Suite 300 1357 Hembree, Suite l00
Tequesta, Fl. 33469-0273 Raswell, GA 30076
. Witd a copy to: Spriat Law Deparmunt
Attn: Real Estate Attarney
6391 Sprint Patkvray
Mailstop KSOPHTO101-Z2020
Overland Park, KS 66252-2020
Licensur or Licensee may &am time to time designate any ather address for this purpose by written notice to the other party. All
notices heretsnder shall be deemed received upon actual receipt.
(e} This Agreement sha[I be governed by the laws of the State of Florida.
��
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•{� Licensor acknowledges that a Memorandum of Agreement in the form attached hereto as Exhibit C will be recocded by
Licensee in the ofFcial cecocds of the County where the Land is located. In the event the Land is encumbered by a mortgage or
deed of tivst, Licensor agrees to obtain and furnish to Licensee a Non-Disturbance and Attornment instrument for aach such
martgage ar deed of trust and that Licensee, at its sole cost and expense, shap record a release of such Memorandum of Agreement
upon expiration or earlier terminatian hereof.
(g) Licensee may obtain dtle insurance on its intecest in the Land. Licensor shall cooperate by executing documentation
cequired by the titie insurance campany.
{h} In any case where the approval or consent of one party herato is required, requested or otherwise to be given under tbis
Agreement, such party shall not unreasonably delay or withhold its approval or consent.
(i} All Riders and Exhibits annexed heceto form material parts of this Agreement. The foilowing Exhibits are attached w, and
made a part of this Agreement: Ezhibit A: I,egal description and Sioe sketch;
Exhiblt A-1: Photo simulstion of installation;
Exlubit B: Engineering drawings prepac�ed by ARCADIS, GERAGHTY & MILLER;
Exh�bit C: Memorandum of PCS Site License Agreement
(j) This Agreement may be executed in duplicate countecgarts, each of which shall be deemed an original
(k). The pc�evailing party in any action or proceeding in court or mutuaity agreed upon arbitration proceeding to enforce the
tem�s of this Agreement, is entitled to receive its reasonable attorney's fees and other ceasonable enforcement costs and expenses
from the non-prevaiting }�arty.
IN WITNESS WHEREOF, the parties have executed this Agceement as of We date first above written.
LICENSOR:
Signed, sealed and deliveced in the presence of: Village of Tequesta
• a Florida unicipal corpocation
gy; �/R.ce�.c.,..a�� o
Witness
Print N , rr Print Name• yi.d�....L ��S
i ' � Title: �`�v1°�
Witness:
Print Name: Attest: -
Village Clerk
Federal Tax ID#: � r �`� �'`'' " '
STATE OF FLORIDA
CQUNTY OF PALM BEACH �
Th fo in �'nc nt w�� acknowledged befac�e me tl�is �" day of l� ��
�N -(X!� as Mayor o4 Village of Tequesta, a Florida municipal eorporation, h�s ersona
own t r wha has produced as identificetion aad who did (di m tske aa
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My commission axpires:
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(SIGIYATURES CONTINUED ON F'OLLOWING PAGE) ��
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LICENSEE:
Signcd, seakd and delivcrcd in thc presencc of: Sprint Spcc�um L.P., a Dclawarc
limitcd parmcrship dib/a Spcint PCS
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witness �J� ,
Print Name: /""X�� � 1� S�i�r¢c,J •
STATE OF �E /�I
COUNTY OP �L`fOnl
Thc foiego' g ins nt s acknowledgcd bcfotc me tt '�day of !� vLy , 2001, by
�,.,�c6,�[ � �?�,c�r as � of Sprint Spec�um
L.P. a Delaware limited parqurship who is personally lrnown to me or who has produced
as identification and who did {did not) takc an oath.
WITNESS my hand and of�icial seal.
Notary Pu - '
(J�(k1�.S. �vS'7i+-"v. ,
Print Name
My commission cxpires: � Mr.�i'ia ep�
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EXHIBIT A
SITE DESCRIPTION
Site situatcd in the Villagc of Teqaesta, County of Palm Bcach, Statc of Florida, and County of Palm Boach, commonly
described as follows: �
I,egal Description:
Sketch of Sitc:
Licensor Ini '
Licensce Initial
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EXHIBIT •`A►
A b0.00 FOOT BY 40.00 FOOT PARCEL OF LAND LY1NG IN SECTION 30, TOWNSHIP 54 SOUTH,
RANGE 40 EAST, BEING A PART OF THE VILLAGE OF TEQUESTA BEING MORE
PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCE AT THE SOUTHEAST CORNER OF THE NORTHWEST ONE-QUARTER (NW %.) OF
THE NORTHWEST ONE-QUARTER (NW %4} OF SAID SECTION 30; THENCE NORTH 00 09'S7" W
ALONG THE EAST LINE OF SAID NW '/. OF THE NW %4, A DISTANCE OF 553.b3 FEET; THENCE
SOUTH 52 34'OS" WEST, A DISTANCE OF 229.81 FEET TO THE POINT OF BEGINNING OF THE
SPRINT PCS LEASE AREA; THENCE CONTIlWE SOUTH 52 34'OS" WEST, A DISTANCE OF 40.00
FEET; THENCE NORTH 35 32'S6" WEST, A DISTANCE OF 60.Q0 FEET; THENCE N�RTH 52 34'OS"
EAST, A DISTANCE OF 40.00 FEET; THENCE SOUTH 35 32'S6" EAST, A DISTANCE OF 60.00 FEET
TO THE POINT OF BEGINNING. CONTAINING 2,400 SQUARE FEET, MORE OR LESS.
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EXHIBIT B �
•.4^: ENGINEERING DRAWINGS �
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,.,, - See attached drawings prepared by ARCADIS, GERAGHTY & M[1,LER, and Dnted 7, 2001.
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Palm Beach County, Florida
ExxrsrT c
PREPARED SY:
Michael Christiansen
Masfriana & Chrisdansen .
1500 N. Fedcral Highway
Suite 200
Ft. Lauderdate, FL 33304 �
RETURN TO:
Michael Christiansen
Mastriana & Christiansen
1500 N. Federal Highway
Suite 200
F� I.auderdale, FL 33304
MEMORANDUM OF PC�,SITE LICENSE AGREEMENT �
Site Narne: Tequesta
Site Address: 901 Old Dine Highway, Tequesta, FL 33469 Site ID: Ml 4ZXCO57
This Memorandum of Agreement evidences that a communications Site License Agreement was made and eptered into by written
Agreement datcd �itember 28. Z001 by and between Villagc of Tequesta, a Florida municipal corporarion, with an address at 2S0
TequesEa Drive, Suite 300, Vil}age of Teqaesta, , Tequesta, Ffocida 33469 (hereinaRer roferred to as "Licensor") and Sprrnt
Spectrum L.P., a Delawarc limited patpiership, d/b!a Sprint PCS with an address of 1357 Hembree, Suite 100, Roswell, GA 30076
(hcreinafter referred to as "Licensee"). _
Such Agreerr�ent provedes in part that Licensor licenses to Licensee a cecisin site ("Site") located at 401 Otd Dixie Highwsy,
Village of Tequesta County of Palm Beach, State of Florida within the property of the Licensor, w}uch is described in Ezhibit A
attached hereto, with� a grant of easement rights far unrestricted rights of access thereto, and to electric and telephone utilities for a
term of tea (10) years commeneing on September 28, 200 i, which term is subject to two (2) additional successive five (5) year
extension periods by Lecensee. 10_ j- �1
IN WIITTESS WHEREOF, the parties have executed this Memorandum af Agreerneqt as of the day and year first abov written.
LICENSOR;
Signed, sesled and delivered in the presence of: Village of Tequesta
a Florida municipal corporation
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Witn ' •
c Name: �� •� �/ Priut xame: . tZJ� �.r -
�' Title• •'� C a�--
' t Name: . Attest: ��
Village Cleric �
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: . , . . BOqt �99 PA6E 8733
;
STATE OF FLORIDA
COUNTY OF PALM BEACH /,�
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The foregoing instrumeat was acknowlcdged beforc me this r da of 2001, by
Vivage of Tequesta, a Florida municipal corporation, ho is rsonall own o me or who `has produccd
as identificaqon aad who did ( d not) e an oath.
W SS my o' 1 scal \` ��,���N ��ROSF�,,���
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My comcnission expires: � ' " � '','9 ���1/�l C j'I�j S jf i� O`\`\`,
(SIGNATURES CONTINUED ON FOLLOWING PAGE)
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LICENSEE;
Signe sealed and detivered in the presence af Sprint Spectnun L.P., a Delaware limited
parlhers ' , dib/a Sprint PCS
By:
•�
�t �: �-cu,�.r r� pri ��-��.,�.� G...) �r����
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Title: �� S t C�_ �� .�� � 1'b C� �
W imess
Print Name: .
STATB UF �G�3�Zlo /!'�
courrrY o� �v� �Zn�/ .
The fo going ins nt was acknowledged fore me this ! day of V�lll3 C�L , 200 t, by
�� (i(/, 'Lw� , as ��Z�.'J�t Sprint Spectcum L.P., a Delaware lunited parmership, diWa Sprint
PCS who is personally known to me or who has produced as identificarion and who did
(did not) takaan oath. • ;;
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WITNESS my hand and otl5cial seal. •�.'!; r���,r'� ��' ; �"y��n f ,��,%;�; ; ,.
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Print Name "�"`�--�1 . �, : � � M :
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My commission expires: /� C1 • ,�s �''' ' ,
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s BOOF� � 'i099 PA6E 8735
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� EXHIBIT "A"
A b0.00 FOOT BY 40.OU FOOT PARCEL OF LAND LYIl�iG IN SECTION 30, TOWNSHIP 54 SOUTH,
RANGE 40 EAST, BEING A PART OF THE VII.LAGE OF TEQUESTA BEIlVG MORE
PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENC� AT THE SOUTHEAST CORNER OF THE NORTHWEST ONE-QUARTER (NW '/,) OF
THE NORTHWE$T ONE-QUARTER (NW '/,) OF SAID SECTION 34; THENCE NORTH 00 09'S7" W
ALONG THE EAST LINE OF SAID NW '/, OF THE NW %4, A DISTANCE OF 553.63 FEET; THENCE
SOUTH 52 34'OS" WEST, A DISTANCE �F 229.81 FEET TO THE POINT OF BEGINNING OF THE
SPRINT PCS LEASE AREA; THENCE CONTIN(.JE SOUTH 52 34'05" WEST, A DISTANCE �F 40.00
FEET; THENCE NORTH 35 32'S6" WEST, A DISTANCE OF 60.00 FEET; THENCE NORTH S2 34'OS"
EAST, A DISTANCE OF 40.00 FEET; THENCE SflUTH 35 3Y56" EAST, A DISTANCE OF 60.00 FEET
T4 THE POINT OF BEGII�TNING. CONTAINING 2,400 SQUARE FEET, MORE OR LESS.
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