Loading...
HomeMy WebLinkAbout2001 02 26 Regular G VoiceStream Site Agreement COMMISSION AGENDA ITEM G Consent Information Public Hearing Regular XX February 26.2001 Meeting MGR. ~ /D~ REQUEST: Community Development Department, Land Development Division, presents to the Commission for their action the request of APT (Voice Stream) to amend the existing lease agreement for the telecommunications tower located on City Hall property. PURPOSE: The purpose of this agenda item is for the Commission to either approve or disapprove the request of APT (Voice Stream) to amend the existing lease agreement for the telecommunications tower located on City Hall property by the addition of another one thousand (1000) square feet of ground space. APPLICABLE LEASE: Site Agreement For Land dated December 12, 1997 Section 15. MISCELLANEOUS. A. B. C. .....This Agreement may only be amended by a writing signed by both parties.... FINDINGS: 1) The Site Agreement for Land was entered into by The City of Winter Springs and APT on December 12, 1997 for property totaling 2,500 square feet located behind City Hall for the purpose of installing a telecommunications tower. 2) APT had agreed to relocate the transformer behind City Hall to a location within the leased area. February 26,2001 REGULAR AGENDA ITEM G Page 2 3) Presently there is not enough space within the leased area to relocate the transformer. 4) The additional 1,000 square feet will enable the transformer to be relocated. 5) The present annual lease term for APT only is $12,000.00 for 2,500 square feet. The additional 1,000 square will add another $4,800.00 per year to the lease term. RECOMMENDA TION: The recommendation is that the City Commission approve the amendment to the Site Agreement for Land. ATTACHMENTS: A - Site Agreement for Land dated December 12, 1997 B - Land Development Coordinator Memo to City Attorney dated February 16, 2001 with attached, proposed amendment COMMISSION ACTION: ATTACHMENT A SITE 10: A-2-E-015-B SITE NAME: City of Winter Springs SITE AGREEMENT FOR lAND This Site Agreement For Land ("Agreement") entered into as of the ~day cif l)e<.elMbeJZ.. 1997, by and between City of Winter Springs, a Florida incorporated municipality ("Owner"), whose address is 1126 East S.R. 434, Winter Springs, Florida 32708, and APT Tampa/Orlando, Inc., a Delaware corporation; whose address is 8410 W. Bryn Mawr, Suite 1100, Chicago, IL 60631-3486 ("APT') , provides for the granting and leasing of certain property interests on the following terms: ' For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged and agreed, the parties hereto agree as follows: '. '. 1. PROPERTY. The property interests hereby leased and granted by Owner (individually and collectively, the "Project Site") shall include the following: . [Xl Real property comprised of approximately 1. See square feetof land ("Premises"); . [Xl Non-exclusive easements required to run, maintain and operate utility lines and cables on and to the Premises; and [Xl Non-exclusive easement across Owners Property (hereinafter defined) for access, ingress and egress to the Premises IN OR UPON THE Owner's real property ("the Owner's Property"), located at 1126 East S. R. 434, Winter Springs, in the County of Seminole, and legally described on Exhibit "A" attached hereto, which Owner's Property is subject to APTs interest in the Project Site as set forth in this Agreement The Project Site is depicted and legally described on said Exhibit "B", attached hereto. All improvements made to the Project Site pursuant to this Agreement shall be known hereafter as the "APT Facilities.. 2. NO FRANCHISE GRANTED. This :Agreement is not a franchise pursuant to city charter or ordinance or . state statute, nor is it a permit to use the right-of-way under the control of the Owner, except to the extent of any easements granted hereunder. Any such franchise or perrnit must be obtained separate from Owner. 3. TERM. The term of this Agreement shall be Five (5) and a fraction years, with the first year commencing on the day of , 199_, and shall be subject to the necessary approvals by the City of Winter Springs and Seminole County, FL of all zoning, building permits and any other necessary approvals for the construction of the APT Facilities (the "Commencement Date") and terminating on the _ day of . 2002 (the "Initial Term"), unless otherwise terminated as provided in Paragraph 9. APT shall have tne right to extend the term of this Agreement for Four (4) successive five (5) year periods (the "Renewal Terms") on the saine terms and conditions as set forth herein. This Agreement shall automatically be extended for each successive Renewal Term on such same terms and conditions, unless APT notifies Owner in writing of its intention not to renew prior to commencement of the succeeding Renewal Term, or Owner notifies APT that it is in violation of this Agreement, state law, federal law or local ordinances, and APT fails. to cure said violation in accordance with this Agreement 4. RENT. A. For the Initial Term, APT shall pay to Owner annual rent in the amount of Twelve Thousand and 00/100 Dollars ($12,000.00) ("Rent") in quarterly payments of Three Thousand and 00/100 Dollars ($3,000.00) on the first day of January, April, July and October, together with any applicable sales tax. If the obligation to pay Rent commences or ends on a day other than the first day of the quarter, then Rent shall be prorated on the basis of a ninety (90) day quarter and shall be delivere(!w:th!r. 20 b\..!siness days from the Commencement Date. 8. For any Renewal Term, APT shall pay Rent in the amount of Rent to be paid during the previous term (whether the Initial Term or a Renewal Term), increased by an amount equal to a percentage of the Rent to be paid during such previous term, which percentage increase shall be computed and established for the entire R:\ORLANDO\A-2-E-0 15\0 15-b\site agreement 12-3-97 Jinal.doc 12/10/97 3:45 PM SITE 10: A-2-E-G15-S SITE NAME: City of Winter Springs current Renewal Term at the beginning of each such Renewal Term by multiplying the number of years in the previous term (whether the Initial Term or Renewal Term) times three percent (3%). C. Rent shall be paid electronically via, electronic wire transfer, direct deposit or other paperless means into a bank account to be designated by Owner. Owner may from time to time, designate another bank account for the deposit of Rent provided the request is made in writing and' received by APT at least sixty (60) days in advance of any Rent payment date. D. (i) The APT Facilities shall be constructed with a one hundred sixty five (165') foot slip hole' monopole (the "Tower") designed with spaces to collocate the antennas of three (3) commercial mobile radio: services ("CMRS") operators. APT shall have the exclusive use of one space on the Tower at approximately one hundred sixty four feet (164') (the "APT Space.). The Owner shall have the use of the second space (from the top) on the Tower (the .Owner's Space"). In the event that the Owner decides not to occupy or use the Owner's Space itself or for a public purpose but instead to permit any other user (whether CMSR or not) to be collocated in the Owner's Space, the rent from said user shall be shared equally between APT and the Owner. In addition, APT and the Owner shall share equally in the rent produced from all third party collocaters on the Tower whether CMSR or not. APT shall be entitled to all Attachment Fees, hereinafter defined, received from any third party collocator. Attachment Fees are defined as capital reimbursement for costs incurred by APT in connecti.on with the leasing of the Project Site and the construction of the Tower on the Project Site. The Owner is exempt from any Attachment Fees. (ii) APT shall cooperate with Owner and each collocator ("Other Provider") in connection with their locating and placing their antennas and other facilities on the Tower and in the anciffary support facilities. If the location and placement of the antennas and other facilities can not ~e agreed upon, APT shall perform such technical studies as may be necessary to determine t~e location. (iii) Each new Other Provider s'hall be solely responsible for the cost of locating and placing their equipment onto the tower and (nto anciffary support buildings. The Other Providers shall also be responsible for any liabilities that arise from the Other Provider's use of the Tower. APT shall be responsible for secUring from such Other Providers sufficient insurance for activities and uses of the Project Site by such Other Providers and further shall indemnify Owner pursuant to Section 10 of this Agreement for activities of Other Providers. (iv) Within three days after receipt, APT shall notify Owner in writing of all sublease or assignment requests or proposals which APT receives for use of the Tower. 5. USE. The Project Site may be used for the purpose of installing, removing, replacing, maintaining and operating a communications facility generally in, under, on and above the Project Site as shown on Exhibit MS", subject to such mOdifications and alterations as required by APT (collectively, the "Communications Facilicy", which Communications Facility, without limitation, shall constitute a portion of the APT Facilities), provided that APT shall not be required to occupy the Project Site. APT agrees to comply with the provisions of City of Winter Springs ordinance 678, as codified and as subsequently amended. Owner shall provide APT with twenty-four (24) hour, seven (7) day a week, year-around access to the Project Site. APT shall pay all personal property taxes assessed against the APT Facilities. Owner shall timely pay all real property taxes and assessments, jf any, against the Owner's Property. APT shall not allow any construction or materialmen's liens to be placed on the Project Site or Owner's Property as a result of its work on the Project Site. Owner shall be entitled to all Rents due under this Agreement on a net basis. Owner shall not be required to make expenditures of any kind in connection with this Agreement or to make any repair or improvement to the Project Site or the Premises. In addition, APT shall pay to the third parties entitled thereto, all taxes, assessments, insurance premiums, maintenance charges, costs and expenses against the Premises which may be 'contenipfated'u'nder any provisions of this Agreement. APT, its agents and contractors, are hereby granted the right, at APT's sole cost and expense, to enter upon the Owner's Property and conduct such studies as APT deems necessary to determine the Project Site's suitability for APT's intended use. These studies may include surveys, soil tests, environmental evaluations, radio wave propagation measurements, field strength tests and such other analyses and studies as APT deems RIORLANOOV\-2-E-0 1510 15-blsile agreement 12-3-97.final.doc 12/10/97 3:45PM 2 SITE 10: A-2-E-Q15-B SITE NAME: City of Winter Springs necessary or desirable. Owner shall cooperate with APT and execute all documents required to permit APTs intended use of the Project Site in compliance with zoning, land use, building and' any other applicable regulations, whether local, state or federal in nature. Owner hereby appoints APT as its agent and attorney-in-fact for the limited purpose of making Such filings and taking such actions as are necessary to obtain any desired zoning, land use approvals, building permits and/or any other applicable permits and approvals. APT shall at its expense, comply with all present and future federal, state, and local laws, ordinances, rules and regulations (including laws and ordinances relating to health, safety, radio frequency emissions, and radiation) in connection with the use, operation, maintenance, construction and/or installation of the Premises. APT shall pay, as they come due and payable, all fees, charges, taxes and expenses required for licenses and/or permits required for or occasioned by APTs use of the Premises. 6. APT IMPROVEMENTS. A (i) Prior to commencement of construction, APT shall submit plans and specifications for all improvements to Owner for Owner's written approval, such approval not to be unreasonably withheld. No improvemen~ construction, installation or alteration shall be commenced until plans for such work have been approved by the Owner and all necessary permits have been properly issued. (ii) Such plans shall include: Fully dimensioned site plans that are drawn to scale and show (a) the proposed location of the antennas, equipment shelter, access and utility easements, driveway and parking areas, (b) the proposed locations changes in the landscape, (c) the proposed type and height of fencing, '(d) the proposed color of all structures, including fencing, (e) the proposed type of construction material for all structures, including fencing, and any other details that Owner may reasonably request. (iii) Prior to commencing construction, APT shall also provide Owner with the name of the contractor that will be constructing the improvements. The contractor is su.bject to the prior written approval, of Owner, such approval not to be unreasonably withheld. All improvements shall be constructed in a workmanlike manner without the ':'8ttachment~of~any liens to the Premises and shall be completed in compliance with all . applicable Jaws, rules, ordinances and regulations. B. . (i) The Tower shall remain the . property of APT and APT shall at Owner's request remove the Tower upon termination of the Agreement. Such removal shall be done in a workmanlike and careful manner and without interfere~ce br damages to any other equipment, structures or operations on the Owner's Property, including use of the Owner's Property by Owner or any of Owner's assignees or lessees. If however, APT requests permission not to remove all or a portion of the improvements, and Owner consents to such non-removal, title to the affected improvements shall thereupon transfer to Owner and the same thereafter shall be the sole and entire property of Owner, and APT shall be relieved of its duty to remove the same. Any personal equipment or other improvements which are not removed within thirty (30) days of termination of this Agreement shall become the property of Owner, at Owner's option. (ii) Upon removal of the improvements (or portions thereof) as provided above, APT shall restore the affected area of the Premises to the reasonable satisfaction of Owner. All costs and expenses for the removal and restoration to be performed by APT pursuant to this section B shall be borne by APT, and APT shall hold Owner harmless form any portion thereof. Notwithstanding the foregoing, APT shall not be required to remove any foundation more than five (5) feet below grade level, unless required by federal or state law, or by a city ordinance or resolution that determines a need for removal of the foundation, in which case, APT will remove the entire foundation. APT shall provide Owner with a performance bond in the amount of $50,000 for the first year of the initial term, increasing by 3% .each year during the initial Term and each Renewal Term of this Agreement, to ensure Owner that APT will comply with the provisions of this Section 6B(ii) regarding removal. 7. UTILITIES. Payment for electric service and for telephone or other communication services to the APT Facilities shall be APTs responsibility. Owner agrees to cooperate with APT in its efforts to connect the APT Facilities to existing utility service at APT's expense. 8. CONDITION OF PROPERTY. Owner represents that the Owner's Property and all improvements thereto, are in compliance with all building, life/safety, and other laws, ordinances, rules and regulations of any R:\ORLANOOIA-2-E-015\0 15-b\sile agreement 12-3-97.final.doc 12/10/97 3:45PM 3 SITE 10: A-2-E-015-B SITE NAME: City of Winter Springs governmental or quasi-9overnment authority. APT shall be responsible for conducting due diligence regarding the condition of the Property. 9. TERMINA TlON. This Agreement may be terminated by APT at any time, in its sole discretion, by giving written notice thereof to Owner not less than 30 days prior to the Commencement Date. Further, this Agreement may be terminated by APT immediately, at any time, upon giving written notice to Owner, if: (a) APT cannot obtain all governmental certificates, permits, licenses or other approvals (collectively, "Approval") required and/or any easements required from any third party within six (6) months of the Commencement Date; or (b) Owner fails to deliver any non-disturbance agreement or subordination agreement required by APT; or (c) Owner breaches a representation or warranty contained in this Agreemen~ or (d) Owner fails to have proper ownership of the Owner's Property and/or the Project Site and/or authority to' enter into this Agreement; or (e) during the Initial Term, APT determines that the Owner's Property contains substances of the type described in Section11 of this Agreemen~ or (f) . during any Renewal Term, APT determines that the Project Site is not appropriate for its operations for economic, environmental or technological reasons Such termination shall not constitute a waiver of APTs rights under Paragraph 14 of this Agreement, prior to said termination. 10. INDEMNITY AND INSURANCE. A Disclaimer of liability. Unless resulting from Owner, Owner's agents, employees, or contractors negligence or intentional misconduct, Owner shall not at any time be liable for injury or damage occurring to any person or property arising out of APTs construction, maintenance, repair, use, op~ration, condition or dismantling of the Premises. B. Indemnification. Unless resulting from the. negligence or intentional misconduct~of the "Indemnitees" (as hereinafter defined), APT shall at its sole cost and expense, indemnify and hold harmless Owner and all assoGiated, affiliated, allied and subsidiary entities of Owner, now existing".or hereinafter.created,' ..' and their respective officers, boards, commissions, employees, agents, attorneys, and contractors (hereinafter referred to as "Indemnite'es") from and against: . (i) Any and all liability, obligation, damages, penalties, claims, liens, costs, charges, losses and expenses (including without limitation, reasonable fees and expenses of attorneys, expert witnesses and consultants), which may be imposed upon, incurred by or be asserted against the Indemnitees by reason of any act or omission of APT, its personnel, ,employees, agents or contractors, resulting in bodily injury, sickness, disease or death to any person or damage to, loss of or destruction of tangible property which may arise out of or be in any way connected with the construction, installation, operation, maintenance, use or condition of the Premises or the Tenant's failure to comply with any federal, state or local statute, ordinance or regulation. (ii) Any and all liabilities, obligations, damages, penalties, claims, liens, costs, charges, losses and expenses (including without limitation, reasonable fees and expenses of attorneys, expert witnesses and consultants), which are imposed upon, Incurred by or asserted against the Indemnitees by reason of any claim or lien arising out of work, labor, materials or supplies provided or supplied to APT, or its contractors, for the installation, construction, operation, maintenance or use of the Premises. (Hi) Any and all liability, obligation, damages. penalties, claims, liens.. costs, charges, losses . and expenses (including, without limitation, reasonable fees and expenses of attorneys, expert witnesses and consultants), which may be imposed upon, incurred by or be asserted against the Indemnitees by reason of any financing or securities offering by APT of its affiliates for violations of the common law or any' laws, statutes, or regulations of the State of Florida or United ,St~tes,. i~c!I.!dirg those of the Federal Securities and Exchange Commission, whether by APT or otherwise. (iv) To the extent permitted by law and subject to the statutory limits set forth in Section 768.28, Florida Statutes, Owner shall, at its sole cost and expense, indemnify and hold harmless APT, its officers, personnel, employees, agents, affiliates and contractors from and against any and all claims, liabilities, obligations, damages, penalties, liens, costs, charges, losses and expenses (including without limitation reasonable fees and R\ORLANOO\A-2-E.015\015-b\sile aqreement 12-3-97.final.doc 12/10/97 3:45PM 4 SITE 10: A-2-E-G15-B SITE NAME: City of Winter Springs 'expenses of attomeys, expert witnesses and consultants) resulting out of Owner's ownership, use, maintenance or management of Owner's Property including the Premises, any act or omission of Indemnitees or breach of this Agreement by Indemnitees. This indemnity shall not apply to any negligent or intentional act of APT or its personnel, employees, agents, or contractors. C. Assumption of the Risk. APT undertakes and assumes for its officers, agents, affiliates, contractors and employees (collectively MAPT" solely for purposes of this section), all risk of dangerous conditions, if any, on or about the Premises, and APT hereby agrees to indemnify and hold harmless the Indemnitees against and from any claim asserted or liability imposed upon the Indemnitees for bodily injury or property damage to any person (other than from Indemnitees negligence) arising out of APT's installation, operation, maintenance, cOrtdition or use of the Premises or APT's failure to comply with any federal, state or local statute, ordinance or regulation. D. Defense of Indemnitees. In the event any action or proceeding shall be brought against the Indemnitees by reason of any matter for which the Indemnitees are indemnified hereunder, APT shall, upon notice from any of the Indemnitees, at APT's sole cost and expense, resist and defend the Indemnitees; provided, however, that APT shall not admit liability in any such matter on behalf of the Indemnitees and Indemnitees shall not admit liability for, or enter into any compromise or settlement of, any claim for which they are indemnified hereunder, without the prior written consent of APT. . E. Notice, Cooperation and Expenses. Owner shall give APT prompt notice of the making of any claim or the commencement of. any action, suit or other proceeding covered by the provisions of this paragraph. Nothing herein shall be deemed to prevent Owner from cooperating with APT and participating in the defense of any litigation by Owner's own counsel. APT shall pay all reasonable expenses incurred by Owner in response to any such actions, suits or proceedings. These reasonable expenses shall include out-of-pocket expenses such as reasonableattomeys fees and,shall also include the reasonable value'of any se""ices rendered by the Owner's. attorney, and the reasonable expenses of Owner's agent, employees or expert witnesses, and disbursements and liabilities assumed by Owner in connection with such suits, actions, 'or proceedings but shall not include attorneys' fees for services that are unnecessarily duplicative of services provided Owner by APT. F. Insurance. During the term of this Agreement, APT shall maintain,or cause to be maintained, in full force and effect and at its sole cost and expense, the following types and limits of insurance: (i) APT shall maintain commercial general liability insurance insuring APT against liability for bodily injury, death or damage to property arising out of the use of the Project Site by APT, with combined single limits of Three Million and NO/100 Dollars ($3,000,000). ArIypolicy'required to be obtained by.APT purs.uant to this paragraph shall contain a waiver of subrogation in favor of the party hereto, to the extent required under the indemnity sections of this paragraph. (ii) Worker's compensation insurance meeting applicable statutory requirements and employer's liability insurance with limits of One Hundred Thousand and NO/Dollars ($100,000) for each accidenl (iii) Automobile liability insurance covering all owned, hired and nonowned vehicles in use by APT, its employees and agents, which complies with the provisions of state law with limits of One Million and NO/100 Dollars ($1,000,000) as the combined single limit for each occurrence for bodily injury 'and property damage. (iv) At the start of and dtlri(1g the reriod of any construction, builders all risk insurance, or an installation floater or equivalent property coverage covering cables, materials, machinery and supplies of any nature whatsoever which are to be used in or incidental to the installation of the Tower. Upon completion of the Tower, APT shall substitute for the foregoing insurance policies of fire. extended coverage and vandalism and malicious mischief insurance on the Premises. The amount of insurance at all times shall be representative of the insurable values installed or constructed, R:\ORLANOO\A-2-E-015\015-b\site agreement 12-3.97.tinal.doc 12/10/97 3:45 PM 5 SITE 10: A-2-E-G15-B SITE NAME: City of Winter Springs (v). All policies other than those for Worke(s Compensation shall be written on an occurrence and not on a claims made basis. . (vi) The coverage amounts set forth above may be met by a combination of underlying and umbrella policies so long as in combination the limits equal or exceed those stated. G. Named Insureds. All policies, except for property/builde(s risk and worke(s compensation ,policies, shall name Owner and their respective officers, boards, commissions, employees, agents and .contractors, as their respective interests may appear, as additional insureds to the extent required to indemnify under this Agreement (herein referred to as -Additional Insureds"). Each policy which is to be endorsed to add Adpitionallnsureds hereunder, shall contain separation of insureds wording, as follows: -In the event of a claim being made hereunder by one insured for which another insured is or may be liable, then this policy shall cover such insured against whom a claim is or may be made in the same manner as if separate policies had been issued to each insured hereunder." H. Evidence of Insurance. Certificates of insurance for each insurance policy required to be obtained by APT in compliance with this paragraph shall be filed and maintained with Owner annually during the term of the Lease. APT shall immediately advise Owner of any claim or litigation that may result in liability to Owner. I. Cancellation of Policies of Insurance. All insurance policies maintained pursuant to this Agreement shall comply with the following:,;,', At least sixty (60) days prior written notice shall be given to:Owner by the insur~d .' of any intention noUo renew such policy or to cancel such policy. Such notice <:, shall be given by registered mail to the parties named in this paragraph of the, Agreement. J. Insurance Companies. All insurance shall be effected under valid and enforceable policies, insured by insurers licensed to do business by the State of Florida or surplus line carriers on the State of Florida Insurance Commissioner's approved list of companies qualified to do business in the State of Florida. K. Deductibles. All insurance policies may be written with deductibles. APT agrees to indemnify and save harmless Owner, the Indemnitees and Additional Insureds from and against the. payment of any deductible and from the payment of any premium on any insurance policy required to be furnished by this Agreemenl . L. Contractors. APT shall require that each and every one of its contractors who perform work on the Premises to carry, in full force and effect, Workers' compensation, commercial general liability and automobile liability insurance coverages of the type which APT is required to obtain under the terms of this paragraph with appropriate limits of insurance. M. Review of Limits. If Owner determines and APT agrees that higher limits of coverage are necessary to protect the interests of Owner or the Additional Insureds, APT shall be notified and shall obtain the additional limits of insurance, at its sole cost and expense. 11. H~ZARDOUS SUBSTANCES. A. Owner represents that Owner has no knowledge of any substance, chemical, or waste on the Owner's Property that is identified as hazardous, toxic or dangerous in any applicable federal, state or local law, ordinance, rule or regulation ("Hazardous Substances"). Hazardous Substances shall be interpreted broadly to mean any substance or material defined or designated as hazardous or toxic waste, hazardous or toxic material, R:\ORLANOO\A-2-E-015\0 15-b\site agreement 12-3.97,final.doc 12/10/97 3:45PM 6 " SITE ID: A-2-E-015-B SITE NAME: City of-Winter Springs hazardous or toxic or radioactive substance, or other similar term by any federal, state or local environmental law, regulations or rules, as may be amended from time to time; and it shall be interpreted to include, but not be limited to, any substance which after release into the environment will or may reasonably be anticipated to cause sickness, death or disease. B. APT represents and warrants that its use of the Premises herein will not generate any Hazardous Substance, and it will not store or dispose on the F:'remises riot transport to or over the Premises any Hazardous Substances other than th9se used in APT's nonnal business operations, if any. APT further agrees to hold Owner harmless from and indemnify Owner against any release caused by APT of any such Hazardous Substance and any damage, loss, or expense or liability resulting from APT's release, including all reasonable attorneys' fees, costs and penalties incu"rred as a result thereof, except any release caused by the negligence or intentional acts of Owner, its employees or agents or contractors. Owner shall hold APT harmless from and indemnify APT against any damage, loss,. expense, response costs, or liability, including consultants' fees and any legal and court costs and attorneys' fees resulting from the presence of Hazardous Substances on, under or around the Owner's Property or resulting from Hazardous Substances on, under or around the Owner's Property or resulting from Hazardous Substances being generated, stored, disposed of, or transported to, on, under, or around the Owner's Property by Owner, as long as the Hazardous Substances were not generated, stored, disposed of, or transported by APT or its employees, agents or contractors. The terms of this paragraph shall survive the expiration or earlier termination of this Agreement . . 12. DAMAGE OR DESTRUCTION. A If the Tower or any pQrtion of the Tower is destroyed or damaged so as to materially hinder effective'. use of the Tower through no fault or negligence of APT, APT may elect to terminate this Agreement upon"-thirty (30) days written notice to Owner. In such even~ APT shall promptly remove the Tower from the Premises. This Agreement (and APTs obligation to pay Rent) shall terminate upon APT's fulfillment of the obligations set forth.in the preceding sentence, at which termination APT shall be entitled to the reimbursement of any Rent prepaid by APT Owner shall have no obligation to repair any damage to any portion of the Premises. B. In the event the Premises are taken by eminent domain, this Agreement shall terminate as of the date title to the Premises vests in the condemning auth,ority. In the event a portion of the Premises is taken by eminent domain so as to materially hinder effective use of the Premises by APT, either party shall have the right to terminate this Agreement as of the date of transfer of title, by giving thirty (30) days written notice to the other party. In the event of any taking under the power of eminent domain, APT shall not be entitled to any of the portion of the award paid for the taking and the Owner shall receive full amount of such award. APT hereby expressly waives any right or claim to any portion thereof. Although all damages, whether awarded as compensation for diminution in value of the leasehold or to the fee of the Premises, shall belong to Owner, APT shall have the right to claim and recover from the condemning authority. but not from Owner, such compensation as may be separately . awarded or recoverable by APT on account of any and all damage to APT's business and any costs or expenses incurred by APT in moving or removing its equipment, personal property, and leasehold improvements. 13. QUIET ENJOYMENT. APT, upon payment of the Rent, shall peaceably and quietly have, hold and enjoy the Project Site. If, as of the date of execution of this Agreement or hereafter, there is any mortgage, or other encumbrance affecting Owner's Property, then Owner agrees to obtain from the holder of such encumbrance a Subordination, Non-Disturbance and Attornment Agreement pursuant to the terms of which APT shall not be disturbed in its possession, use and enjoyment of the Project Site. Except in cases of emergency, Owner shall not have access to the Project Site unless accompanied by APT personnel. 14. DEFAULT AND OWNER'S REMEDIES. It shall be a default if APT defaults in payment or provision of Rent or any other sums to Owner when due, and does not cure such default within ten (10) days; or if APT defaults in the performance of any other covenant or condition of this Agreement and does not cure such other default within thirty (30) days after written R:\ORLANOO\A.2-E.0 15\0 15-b\site agreement 12-3-97,final.doc 12/10/97 3:45 PM 7 SITE 10: A-2-E-Q15-8 SITE NAME: City of Winter Springs . notice from Owner specifying the default complained of; or if APT abandons or vacates the Premises, or if APT is adjudicated as bankrupt or makes any assignment for the benefit of creditors; or if APT becomes insolvent. In the event of a default, Owner shall have the right, at its option, in addition to and not exclusive of any other remedy Owner may have by operation of law, without any further demand or notice, to re-enter the Premises and eject all persons therefrom, and declare this Agreement at an end, in which event APT shall immediately remove the Tower and pay Owner an sum of money equal to the amount of the unpaid rent accrued through the date of termination and any other amounts necessary to reasonably compensate Owner for all detriment proximately caused by APTs failure to perform its obligations under the Agreement. . In the event of any default of this Agreement by APT, Owner may at any time, after notice, cure the default for the account of and at the expense of APT. If Owner is compelled to payor elects to pay any sum of money or do any act which will require payment of any sum of money or is compelled to incur any expense, including reasonable attorneys fees in instituting, prosecuting or defending any action to enforce the Owner's rights under this Agreement, the sums so paid by Owner with all interest, costs and damages shall be deemed to be Additional Rent and shall be due from APT to Owner on the first day of that month following Owner incurring the expense described herein. 15. MISCELLANEOUS. A Owner represents and warrants that Owner has full authority to enter into and sign this Agreement and has good and marketable title to the Owner's Property. 8. APT represents and warrants that it is duly authorized ..to do business in Florida and that the undersigned signatory for APT is fully authorized by APT to enter into this Agreement on behalf of APT. C. This Agreement supersedes all prior discussions, negotiations and agreements between the parties hereto and contains all agreements and understandings between the Owner and APT regarding the subject matter of this Agreement This Agreement may only be amended by a writing signed by both parties. Exhibits "A" through "C" are hereby incorporated into this Agreement by reference. D. This Agreement may be signed in counterparts by the parties hereto. E. The terms and conditions of this Agreement shall extend to and bind the heirs, personal representatives, successors and assigns of Owner and APT. F. The prevailing party in any action or proceeding to enforce the terms of this Agreement shall be entitled to receive its reasonable attorneys' fees and other reasonable enforcement costs and expenses from the non-prevailing party. G. Simultaneously herewith or on or before the Commencement Date, Owner shall execute an' acknowledge and deliver to APT for recording a memorandum of this Agreement {"Memorandum"} in the form Exhibit "C". Owner hereby grants APT permission to insert the effective date of this Agreement into t Memorandum after execution of the Memorandum. H. APT sheW not assign this Agreement in whole or in part, or sublet all or any part of the Premises without the Owner's prior written consent, which consent shall not be unreasonably withheld. Consent by Owner to any assignment or subletting shall n0tt:on<::titlltA rt.. waiver of the necessity of such consent to any subsequent assignment or subletting. This prohibition against any assignment or subletting shall be construed to include a prohibition against any subletting or assignment by operation of law. No such assignment or subletting shall release APT from any of the obligations arising under this Agreement. If APT is a corporation or partnership, and if the control thereof changes at any time during the term of the this Agreement, then Owner at its option may, by giving ten (10) days prior written notice to APT declare such R:\ORLANOO\A-2-E-0 15\015-b\sile agreement 12-3-97.final.doc 12/10/97 3:45 PM 8 SITE 10: A-2-E-Q15-B SITE NAME: City of Winter Springs 'change a breach of this paragraph unless Owner has previously approved the new controlling party. As used in this definition the term .control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of APT, whether through ownership of voting securities, by contract or otherwise. Any person or entity to which this Agreement is assigned pursuant to the provisions of the Bankruptcy Code, 11 USC section 101, et seq., shall be deemed without further act to have assumed all of the obligations of APT arising under this Agreement on and after the date of such assignment. Any such assignee shall upon demand execute and deliver to Owner an instrument confirming such assumption. Any' monies or other considerations payable or otherwise to be delivered in connection with such assignment shall be paid to Owner, sh:all be the exclusive property of Owner, and shall not constitute property of APT or the estate of APT within the meaning of the Bankruptcy Code. Any monies or other considerations constituting Owners property under the preceding sentence not paid or delivered to Owner shall be held in trust for the benefit of Owner and be promptly paid to Owner. I. All notices, requests, demands, and other communications hereunder shall be in writing and shall be deemed given if personally delivered or mailed, certified mail, return receipt requested, to the following addresses: If to Owner. City of Winter Springs City Manager 1126 East S.R. 434 Winter Springs, FL 32708 With a Copy to: City of Winter Springs City Clerk 1126 EastS.R. 434 Winter Springs, FL 32708 If to APT: APT Tampa/Orlando, Inc. Real Estate Department PO Box 31793 Chicago,lL 60631-0793 With a Copy to: APT Tampa/Orlando, Inc. Real Estate Department 6902 Cypress. Park Drive Tampa, FL 33634 J. This Agreement shall be construed in accordance with the laws of the State of Florida, with venue in Seminole County. K Each party agrees to furnish to the other, within ten (10) days after request, such truthful estoppel information as the other may reasonably request. L. Owner and APT each represent that they have not been represented by a real estate broker or other agent in this transaction. Each party shall indemnify and hold the other party harmless from any claims for commission, fee or other payme~~ ~~, su(:r. ~r0!<:er or any other agent claiming to have represented a party herein. M. The parties hereto warrant and represent, each to the other, that the matters of fact contained herein are true and accurate. N. If any term of this Agreement is found to be void or invalid, such invalidity shall not affect the remaining terms of this Agreement. which shall continue in full force and effect. R:\ORLANOOIA-2-E-0 15\015-b\site agreement 12-3-97.final.doc 12/10/97 3:45 PM 9 SITE 10: A-2-E-015-B SITE NAME: City of Winter Springs O. SIGNS/GRAFFITI. APT may not place signs on the Tower. APT shall first obtain the Owner's written consent to design, size and location as to any signs anywhere on the Premises. Owner at any time may enter the Premises and undertake any activities necessary to abate or remove graffiti located therein. APT shall reimburse Owner all costs incurred by Owner in connection with such.abatement'or removal within thirty (30) days of Owner's presenting APT with a statement of such costs. P. MAINTENANCE. APT' shall. at its own expense, maintain the Premises and all improvements, equipment and other personal property on the Premises in good working order, condition and repair. APT shall keep the Premises free of debris and anything of a dangerous. noxious or offensive nature which would create a hazard or undue vibration, heat or noise. a. RADON GAS: Radon is a naturally occurring 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 public health unit. IN WITNESS WHEREOF, the parties hereto bind themselves to this Agreement on this .1997. day. of _ OWNER Wi/nets os: J' ~~~- ,.,. Pnn ame: ). _~ 2.~~. ~ Pri t Name: :J~,"M u X>c.. \\CL ~\~ 0 Address of Owner: CIPAUTY . Telephone No.: 4f)1)...~') -l ~OO Facsimile No: LjCI'l- ~~'1-~~ I"J.. Federal 10 No.: n - / {) ~G. ~ " I.{ Date: );). -J.K-'i J R :IORLANDOIA-2 -E-O 1510 15-blsite agreement 12-3-97,linal.doc 12/10/97 3:45PM 10 APT VVftnesses: ~ ~~i .~ . ~RJ 2. ~~'L Print Name :' 8, 8u..1l~ Address of APT: .. Real Estate Department American Portable Telecom, Inc. PO Box 31793 Chicago,ll 60631-0793 With copy to: APT Tampa/Orlando, Inc. Real Estate Manager 5907 - B Hampton Oaks Parkway Tampa. Fl33610 R:\ORLANOOIA-2-E-0 15\015-b\site agreement 12-3-97.final.doc SITE 10: A-2-E-015-B SITE NAME: City of Winter Springs APTTA~~ By: 7~~}rJ Tony . . McDowell . Director Engineering and Operations and Authorized Agent . [Corporate Seal] Id-/?-77 Its: Date: 12/10/97 3:45 PM II SITE 10: A-2-E-015-B SITE NAME: City of Winter Springs EXHIBIT "A" TO SITE AGREEMENT LEGAL DESCRIPTION OF THE OWNER'S PROPERTY: PARENT TRACT LEGAL DESCRIPTION LOTS 1 THROUGH 25 AND INCLUDING HOOVER STREET, LUTTRELL LANE. AND THE SOUlli ~E-HALf" (Sl/2) ~ 2ND STREET Of LUTTRELL PARK ACCORDING TO lliE PLAT lHEREOf' AS RECORDED IN PLAT BOOK 11. PAGE 44 Of THE PUBUC RECORDS Of SEMINOLE COUNTY, FlORIDA, 8EING A PORTlON Of LOT 27, BLOCK 8 Of D.R. MITCHEll'S SURVEY Of lliE LEVY GRANT AS RECORDED IN PLAT 800< " PAGE 5 Of lHE PUBUC RECORDS Of SEMINOlE COUNTY, FlORIDA, L '\1NG NORlHEASTERL Y Of. STATE ROAD 4 t 9 (SANFORD-OY1EDO ROAD). '~: : ~. It is agreed by Owner ~n~ APT thatlhe proper and precise legat description (or the Owner's Property will be cOlTected, i( necossory. and thai the COfTlJct logel descnpllon may bo placed on this Exhibit "A" and/or /fIst Uris Exhibit "A" may bo replaced 10 reffecl sue/. proper Blld plocis8 legal descriplion by APT unilalerally. \\Apt-laO.nll\sile\ORLANOO\A-2-E-0 15\0 15-b\site agreement 12-3-97.final.doc 12/04/97 3:55 PM 12 SITE 10: A-2-E-015-B SITE NAME: City of Winter Springs EXHIBIT "B" TO SITE AGREEMENT Page 1 of 2 SKETCH AND DESCRIPTION OF THE PROJECT SITE: U:ASC P A Ilcn II CAl OU.C"" llOH AU n.u "UC! 0'1 ~AJlCQ. or U.NO l_C: 1'1 s(C~ .)II, to.....,<<P 10 sounc. 1C.v.Cl. JO (1051, S{WI'IOll COUWl'l', nOllo~ IONr: A POIIllOH Of lUtllI(Ll pAJlt( AC~OlNC f1J !li( PU.I 1l1(~or AI ~COI'lO(D Iff f'V,I lOOll It, "Ar;;( 4-4, ornOAl.. lII{Cc:lIUn or SO/IHOll COUNN, n()jlO~ IoH(J 10llC 101011( l"MnQAMlY o(SOlIeCD ,.., rD.l.O'WS: C~WOiONG At bi( IIOR!liJl(Sl CCAN(Il CY SAIQ LUTTREl ,.A1tW.. t)Olc( SOUIH ll~',o. llI{Sl A OlSIAHC( OF 157.00 raf to A I'QIII. l'HCWC( SOUtH 7UII'SO' CASI A CllSIAHC( 01 4UlO ft.O to Of( l"Olf4t Of 1(014111'1<:; n~C( HCl'In. II~'IO' CASI A OCSIAHC( or SO.oo ft.O 10 A "OCNI; ll1CHC( SOU!li 71"01'SO' CAlI A OlSIAHC( or SO.oo ft.(T TO A POlICl; ~C( SOUtH "~'IO' IOCST A OCSTAHC( OF SO.OO n:u 10 A POO>lI; ll1(HC( HCJ\lli lllll'~' 'll(ST A CllSlAHC( or ~OO ('[(1 f1J TM( POI04T or Kc:.>l~NC. C~T_C 1.~ SO-JA.'l( rUT 011 o.~7 ACIl(S ~ 0I'l llSS. U' UI\JT'!' (ASOI(HT '1.' . UCAl O(SCRpn~ AU ll1 A T llU C T 011 P AAC( l OF I2:N<<l U"f/r:' IN S( C TlCN :,., TOW4 s... 10 SOUtH. IlAHr;;( JO CASI. SOIlNCl.! cauNN. nOAlo~ SOIir: A l"Offn~ 01 l U tllI Cll PA!t1( A CCO'I ClINC f1J ll1( I'tA I ll1( II (Dl" AS II( CM1XO 'IN I'tA I 8()O1( II, ,. A a. 4.4. cn-IO At ~ C!)ROS or SOlIN Cl.! cnJN N, nOl'llol,. AkO I(1I4C A U rool IICO( unul'Y (ASEI/CHI lnHC 7.S rUT un AHO PlIQi I or ll1( r OUo.Hr: 0( so. ICD COI T(R~ ,.-...", CXl&N(~G Al tH( 14000!li'lli(ST CMHCIl Dl" SAIO lU~l I'AItt(; !lio.C( SOUtH 1I~'IO' weST A tHS1AHC( or,IU.OO no to A rOlNT; lliOCC( SOU!li 71'OI'SO' C'-ST A OCStAHC( Dl" .)11.44 ('[0 TO ll1( f'ONI or lI(~HC; llio.C( 'SOUIH "'lll'4t' W A OlSTAAa CY "1.51 (to 10 A "OHI; ~HC( SOUll1 II~'IO' W A CllSTAHC( OF IM.Sf ('[[1 to A P~l l~C 7.~0 11:.(1 HOIIll1(ASlUl\.Y or ll1( NOIIllitASlu..l' 1lI00l-or-WAT lJ'j( CS' SI41t Il0Atl H.. 4J4; ll1(HC( IIJ." ral, AlOHr: lli( All COlA C1JII ',( l......C ,. so ra I NOlI t1-l( AS TtM.. Y 01 AHO PAil A.U..n. -lli SA.O IlIQiI-Of-uy u~c. SAD 0Jl',( 8(1'Ir: ~CA'o{ to ll1( 'SOUtHto<Sl, "41o\"C A oo.u AHQ..( or oo"'JJ'. A IlADlUS or lIeU.H ('[(1. A 0i0R0 Ii(AJI~C: or SOUrH .u"OJ',,' (ASt. UfO A 0i0R0 01 '71" ('[( t TO n t( ~a~ I or rtJIWIHA T1OO4. u' IHCllCSSItOlCSS CAso.oI' II CAt 0( sell IP nOH All !HAl ",ACI ~ PMen Dl" LANO l\"tHr: IN $(Cn~ It, lO.....SHP 20 SOUll1. ItAHC( JO CAS I. S(IoIINQ..( Cou.lfY, n~IO~. 8(tNG A POIIlIOi 01 lU~Ll "NIII ACC~C to !li( ~I !li(~lY AS Il(CMQ(O IN l"LA' 800Il II, l""C( 4.4. cn10Al Il(COROS CS' $(IoIIHQ..( COUW rr, nOllo~ IoH(J II(]NC IoI~( PAA no..u.lll Y ~CD AS rD.l.O'WS: C~IoIo.OIIC AT ~ N~!li~ST CO'IIIQt or SA() WmCl PIJtt(; nC(HC( SOUlM I.~'IO' ~S! A OCSIAHe( Dl" 1S7oo rul '0 A PONI; 1l1(HC( SOUTH 71 'OI'~' (AU A CllS IAHC( 01 ...00 ('[(I '0 !li( l"0IN' or I(OHNtloIC; fHO/C( C~nHU( SOUIH 11"01''<1' (AS! A.CllSlANC( Of U.l1 (UT to A "0IN1; ll1(NC( SO./TM 11"01.... '11(11 " OCSIAHC( CS' 11'1.1\ no f1J A POlNI; ll1(NC( SOJ!H 1I."no" llIE:Sf A OCSTANC( Of Ul.U (((1 TO A l"ClINt ON ll1( NORt1-l(ASltllll' IloCtH-Dl"-WAY V< CS' srI. It Il0A.O II.. 4.}.4; rH()(C( 11.10 ru: I Al~C U10 IllQi I -OF _ "'AT l"-l(. AlONC ll1( MC Dl" A CVfI'o{. co.cCA'o{ fO ll1( H~!li. HA'04I(r: A 00. U ANCl.( Dl" 00'01'.)11', 1.111000$ 01 lt4lt.74 raT. A Oco.o a(MING 01 HOAtH J1~'JS' YIOT, AHO A OiOAO Dl" 17.10 ('[[I TO A POlNl; ll1(HC( I(Cl'I!H I.~'IO'. (AS1, O(J'/"'UWlr: SAO IlIc:Hl:.:.-o--WAY UN(. A . OfSlANC( CS' 142.I1.('(cr 10 A 1'0114': ll1(HC( H~lli lIlll'c." (Asr A OlS IAI4c( or 17&. II no TO TM( PClIN I or. ll(CAHHlNG. . COHI~~C l,Ut SOJAIl( ral ~ D.Oll AOl( w~ 0I'l un. \5' iJ nUN (A$(W(HI '1' II c.Al OC SCRIP I10H AU !liA' iliAC' 0'1 PAllCU Dl" LA140 l \"tHC IN S(CflOfoC It, TO~S>>P JO SOUlli,.IlAHC( JO (AS!, S(W'HOll Cou.lN, n~oA, '(lI(C A POI'lllOH 01 lUf'TlItCll l"A/ttt, ACCORCllNC 10 !li( I'\.AT ll1(1t(0f' AS IlECORO(l) IN l"LAI ItOOIl 11, PAC( 44, a-naAl "(COROS Of S(loIIUOlL COUHN, nOADA" AkO ll(ING A IS rool ~ Un../N EASC\I04T l \'V4G 1.~ rtrT un 1.1010 IllOil 0I!li( rcu..o\lllNG OCSCRIlI(l) aN ItItUH(; C~"(HaHC AT lli( HOI\n.~Sf CORN(Il or SAll) WhMl PNIt(; nOle( SOUll1 I.~'10. lIi(st A OCSIAHC( a- IS7.oo ruT 10 A PONI; nOlC( SOUtH 71'O"SO' (ASI A OlSIAHC( Dl" SI.IJ fUI 10 lli( PClINI Dl" 1tC0000NIHC; ~C( sO-Jne OJU'"" (AST A tHSIAHC( 01 110,00 rtr I 10 ll1( POlf4' Dl" 1'(INIHA noH. Noles: The inslromentto whidl this exhibit is a//aclled and into which Instroment this exhibit is fully incorporated: may. at APT""S sO:~'tOP~~~ be t. modified andlor amended unileterally by APT to establish, darify or change the location of I~e ::Xt~us;e ea;e;:e:;. ~':::a'~d and cables by recording an instrument signed by APT In the public records of the County In I e wne s , which instroment shalt set forlh the deteils of such modificetion and/or amandment. . . n'laterall re lace 2. Notwiths/anding anything in the instroment which this exhibit Is attached to th~ conlrary, APt T." at/ts ~~; O:gt:~~~ ~~~ ~ti:ity line: an~ and substilute for this exhibit a survey of the Projecl Site, showing non-fJxduslVe eas~men ~ . or ng '. . of the APT cables to service tha Pro!fld S.itf.l /lnrllnr mllY lInilaterally replace and substitute for thIS exhIbit construction draWIngs Fecilities of the Project Site.' .. h d' I quired by the J. Setback of Ihe APT Fecilities from the boundaries of Owner's Properly and of the ProJecl Site shall be I e IS ance" re applicable governmenlal authorities. . . bl lal 4. lMdth of any Bccess road or easement grented to or used by APT, shall befift/he W(idthl(re'5~)uired bYtl~fhperoe~~I:~~ :ygogOvve:~:ee~tal euthorities. including police end fire deparlments but in no eventless then I een ee excep. euthorities hBving jurisdiction over the Owner's Properly. the Project Site end/or the APT Fectlltles, \\Apt.lan.nll \sile\ORLANOO\A-2.E.0 15\0 15-b\site agreement 12-3-97.linal.doc 12/04/97 3:55 PM IJ SITE 10: A-2-E-Q 15-8 SITE NAME: City of Winter Springs EXHIBIT "B" TO SITE AGREEMENT Page 2 of 2 SKETCH AND DESCRIPTION OF THE PROJE~T SITE: Legal description of property to be attached. -- ---~~ ~J.oo' ", ---------------------------------- t _ .c. / ______ - ~c~~~~, -------------------------________________ ;;.;.qg, p.,... ------ , ec:oc,.,.. ,~ , , : ' I ---b:Q I ll(1Ol",", _A I I ---r \ \ ' )f>:l~--- \ '------------------------------------------------------_____~, I , J 171~.~_ , JG.04' -------------~---________________ ,,' U'.ul: ,-n, 9 9 ----------' 1 89 ~ (;) ~g 9 8 II(tO"<JllCJ:I ,.....QIil....:t CY O(S'"1tQ"f(]) ~.tl(sr -_ t::I --, \ \ \ \ I I 9 '. ~ 9= ; n \I II I: II II II /I I: .. ....'W"W'I N .....u ..; --~., ~ ..~ ffi 9 8 A.,""",,-T P........c ..........., ........lHC 8 a8 :/ -I ~-- I III U . . I '0 o ".; ~ r W1m 8 [)ISlI'lQ.f'Pe ~'TlVHSFOOiO &.rKoIr4..1 ,,,,...... :.. .........,- ,.. _1:11'(_1:1 c.uo:vo<' ~ I.1JI "",NO( nrr ... ...... ACIIU "00 F~ ~ .~ 1C-cJI OTYrr....o_ ~ "',,1t'I( aA...DiIfC 8 I _I tn ~: . . . . . I o ,- a .. (l .. ;;; ..0 ~,pNltllClM; .W'"......r ......-.0 A9'H.Il.I ,...wc 0'7- -<17- ~ C 0 C QI ..11.- \Il("1'I1 Ttl.. SPUc( ~ T ~ 0Cl OF OOHOU T o -10 , ',,> . L,IV'l'':J ( :.J::iS PM 1-1 SITE 10: A-2-E-D15-B SITE NAME: City of Winter Springs EXHIBIT "C" TO SITE AGREEMENT THIS INSTRUMENT PREPARED BY AND RETURN TO: Corporate Legal Review APT Tampa/Orlando, Inc. 6902 Cypress Park Drive Tampa, FL 33634 .. MEMORANDUM OF SITE AGREEMENT FOR LAND/LEASE THIS MEMORANDUM OF SITE AGREEMENT FOR LAND/LEASE ( "Memorandum") is made and entered into by and between City of Winter Springs, a Florida incorporated municipality, with an' addr~ss of 1126 East S.R. 434, City of Winter Springs, FL 32708 as "Owner". and APT Tampa/Orlando, Inc., a Delaware corporation, with an address of 8410 W. Bryn Mawr, Suite 1100, Chicago, IL 60631-3486, "APr. 1. . PREMISES. Owner' and APT have entered into a Site Agreement for Land dated' as of , 1997 (together with any amendments and modifications thereto, the .Site Agreement.), whereby Owner has leased and APT has hired those certain premises in Seminole County, Florida, consisting of. among other things, approximately square feet of land. as depicted and .Iegally described on Exhibit "Au attached hereto and hereby incorporated into this Memorandum and certain easements (the "Project Site"). 2. TERM. The initial tenn of the Site Agreement shall be a period of five (5) and a fraction years commencing as of the "Commencement Date,. as defined herein below, and terminating on the 31st day of December following the fifth (5th) annual anniversary of the Commencement Date unless otherwise tenninated as provided in the Site Agreement ("Initial Tenn"). 3. RENEWAL OPTIONS. In addition to the Initial Term and on and subject to the tenns of the Site .. U Agreement, the SiteUAgreemeritterm may be automatically extended for four (4) consecutive periods of five (5) years each. Each such extension shall be known hereinafter as a "Renewal Term: Hereinafter, the Initial Tenn, together with any and all Renewal Terms, shall be known as the "Term" of the Site Agreement. 4. COMMENCEMENT. The "Commencement Date" is R:\ORLANDO\A-2.E-015\015-b\site agreement 12-3-97.final.doc 12/10/97 3:45 PM 15 SITE 10: A-2-E-O 15-8 SITE NAME: City of Winter Springs 5. LEASE INCORPORATED. All of the terms, conditions. provisions and covenants of the Site Agreement are hereby incorporated herein as if fully set forth in this Memorandum. To the extent that any of the terms hereof are inconsistent with the terms of the Site Agreement, the terms of the Site Agreement shall control. In the event that an inspection of or reference to the full terms, conditions, provisions or covenants of the Site Agreement is desired or necessary, a request for such inspection should be made to the Owner at the address set forth above, stating the name and address of the person and/or entity requesting the inspection, and setting forth the reason for the inspection. The Owner may permit or refuse such inspection in its sole and absolute discretion. IN WITNESS WHEREOF, Owner and APT have executed this Memorandum as of the date and year set forth below their respective signatures. Signed, sealed and delivered in the presence ot Witnesses: ~ntk~_~ ~'ni~~~\~_.. OWNER: City of Wi~'ngS' a municipali By: Print Name: PAUL P. PART Print Title: MAYOR Date: /~ -I ~- f? Attest: ~AIA/}~-~ Print Nam~:'M~~ -~ Print Title: (!a~ f\.l-e.~ -' [Corporate Seal] Date: )/;.- J~-~" TENANT: Witnesses: APT Tampa/Orlando, Inc., a Delaware corporation 1it;~.X ~ ~. nled N~ L. -rV-/.! t-m-1W Printed Name: - LA.{(~ By: Name: Title: .~ e/J1~ ~ony R. McDowell Director, Engineering and Operations and Authorized Agent [Corporate Seal] /o?/~-17 , Date: R:\ORLANDO\A-2-E-O 15\015-b\site agreement 12-3-97.final.doc 12/10/97 3:45 PM 16 STATE OF FLORIDA COUNTY OF S-et\U ~ 0' 'L r> The foregoing instrument was acknowledged before me on this ~ day of f)tllj~. 1997, by Po r-A~1;:d (name of person]. as ~~ ~t1e of personI. of City of Winter Springs. a Florida incorporated municipality on behalf of the _ . ~. [type of entity]. ~/she IS personally known to me or has produced . as idenfi cation. . . -A ~-<<- ~.~ . fA P.QO M HOPKINS Notary P.~ State of FI ida My eomnoleolon CC403745 Commission Number: Expires Aug. 28, 1098 8o<'lde<l by ANB 600-852.5878 STATE OF FLORIDA COUNTY OF P(ll..SJ3otU>lt. if II The foregoing instrument was acknowledged before me on this 1L day of ]1-C'F'/71 ~e;A--1997, by Tony R. McDowell, as Director, Engineering and Operations and Authorized Agent, of APT Tampa/Orlando, Inc., a Delaware corporation. He is personally known to me or has produced as identification. -- - ~ _..'11 My commission expires: ~ o<..d~ .__ . NotarY Public - State of Floiida . [Seal] Commission Number: ~ My commission expires: "6~' *~* ->~~ JSealJ SITE 10: A-2-E-G15-B SITE NAME: City of Winter Springs R:\ORLANDO\A.2.E.Q 15\0 15-b\site agreement 12.3-97.final.doc 12110/97 3:45 PM 17 ATTACHMENT B February 16, 2001 To: Anthony Garganese, City Attorney /'7 Don LeBlanc, Land Development CoordinatorW From: Re: Legal Review Proposed Amendment to Existing APT Lease Telecommunications Tower Located at City Hall Attached for your legal review is the proposed amendment to the existing APT Lease for the telecommunications tower located behind City Hall. All appears to be in order. This will be an agenda item for the Commission Meeting of February 26,2001. . . .. .. .....,~~,',. ': lblCiJ:~I!!' February 14,2001 Mr. Donald R Leblanc Land Development Coordinator City of Winter Springs, Florida 1126 East State Road 434 Winter Springs, FL 32708-2799 Re: APT (VoiceStream) Tower Parcel Transformer Issue Dear Mr. Leblanc: Per your phone conversation with Bob Killian yesterday, attached are four revised executable originals of the proposed Amendment for your review and approval. The actual revision is reflected in Exhibit B of the Amendment that depicts the proposed lease area to the South of the existing site instead of to the East. This change was made per your request. The language in the actual Amendment has not been altered from that which was originally submitted to you. I have included a copy of the original transmittal letter dated February 8, 2001 for your reference. Please review this proposed Amendment at your earliest convenience. Contact Bob Killian (813-267-1059) should you have any further questions or comments. Sincerely, .4o~~ Roberta Petish (813) 348-2520 Enclosures 31 I I West Dr. Martin Luther King. Jr. Boulevard, Suite ~OO Tampa, FL 33607 --- SITE 10: A2E-015-B SITE NAME: City of Winter Springs ,. . ",. :....:.. AMENDMENT NO.1 TO SITE AGREEMENT FOR LAND This Amendment No.1 to Site Agreement For Land ("Amendment") is entered into by and between the City of Winter Springs; a Florida incorporated municipality ("Owner"), and VoiceStream Tampa/Orlando, Inc., a Delaware corporation ("VoiceStream"), and modifies and amends the Site Agreement for Land dated December 12, 1997 by and between Owner and VoiceStream, then known as APT Tampa/Orlando, Inc. (the "Original Agreement"). VoiceStream changed its corporate name from APT' Tampa/Orlando, Inc. to VoiceStream Tampa/Orlando, Inc. after entering into the Original Agreement. VoiceStream has agreed to move a certain transformer on Owner's Property that is currently located outside the Premises inside the Premises. The Premises must be expanded to accommodate that transformer and Owner has agreed to lease VoiceStream certain space adjacent to the Premises for that purpose. Owner and VoiceStream have agreed to modify and amend the Original Agreement to reflect VoiceStream's corporate name change and add certain adjacent space to the Premises. In consideration of the foregoing and the mutual covenants contained herein, the parties agree as follows: . 1. APT is hereby replaced with "Voice Stream" at each location in the Original Agreement. 2. Section I. PROPERTY. is hereby amended to replace the first (151) identified property interest with the following property interest: [x] Real property comprised of approximately 3500 square feet ofland ("Premises"); 3. Section 3. RENT. is hereby amended to replace the first sentence in paragraph A with the following sentences: \ Commencing upon full execution of Amendment No. I and continuing for the remainder of the Initial Term, VoiceStream shall pay to Owner an annual rent of Sixteen Thousand Eight Hundred and No/IOO Dollars ($16,800.00) in equal quarterly payments of Four Thousand Two Hundred and No/IOO Dollars ($4,200.00) on the first day of January, April, July and October ("Rent"). VoiceStream represents to Owner that the Rent currently'is exempt from sales to Owner along with VoiceStream's quarterly payments of the Rent or, if permitted by the then applicable rules and regulations of the taxing authority, pay such taxes directly to the taxing authority. 4. VoiceStream's notice addresses are hereby amended and replaced with the following notice addresses: VoiceStream Tampa/Orlando, Inc. 12920 SE 38th Street Bellevue, W A 98006 Attn: pes Lease Administrator With a copy to: Attn: Legal Dept. With a COpy to: VoiceStream Tampa/Orlando, Inc. 3111 W. Dr. Martin Luther King, Jr. Blvd. Suite 400 Tampa, FL 33607 Attn: Lease Administrator 5. Exhibit "B" is hereby amended and replaced in its entirety by the attached Exhibit "B". Except as expressly set forth above, all provisions of the Original Agreement remain unchanged and in full force and effect. Unless otherwise defined herein, the terms and conditions contained herein have the same meaning as in the Original Agreement. (INTENTIONALLY BLANK) -- SITE 10: A2E-015-B SITE NAME: City of Winter Springs IN WITNESS WHEREOF, the parties have executed this Amendment on the date below their respective signatures. Witnesses: .. .. .. .. .. ~ .. w .. .. .. .. .. .. I .. .. .......:.."'."'. "'.. . ::~:::::::~ :: Print Name .. . . .. .... 2. : . . . . . . : . : . . . : . : . : '. Print Name ::::::::::::::>::: Witnesses: \1. Print Name: 2. Print Name: OWNER ,.-, City of Winter Springs By: Name: Title: Mayor Date: Attest: Name: Title: City Clerk Date: VOICESTREAM VoiceStream Tampa/Orlando, Inc. By: Name: Bryan J. Fleming Title: Director of Engineering & Operations Date: .. .. .. .. .. .. .. .. .. . .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. . .. .. .. .. .. .. .. .. ;:~:~:~:~:~: .. .. .. .. .. .. .. .. . . .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. . .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. ::~:i:i:i:i: .. .... .......... .. .... ........ .. .. .. .. .. .. .. .. " .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .,.. \1 I I -J>'~ t ~WAlL \ \ \ , '- .;0'1> 'J..._ --- .. I ",~'l ~--":{:~~~~--{fj 24.RCP---""l--'4!"J I I 0 t'~' , \ \ \ \ \ \ ''f- ~~ 'b - ~'1.-'b .'1.- S71'Ol'50"E 500' - 1 . 0 - ---kl:: 1 __ . .'1.' LEASE PARCEL -'f-__ AREA: 2500 SQUARE FEET OR 0.057 ACRE:!: ... ~'I.'!> IMPERVIOUS AREA: 148.68 SQ. fT. ~~20PAUl~ ~~. ~ 12"OAK ;t S.OAK 0 ", ~~~ -<:' N i"') to -<:' CATCH Q=== BASIN I I II I I b I ~.'I.' Q.I I ~II . I I ""II "'I( ./1 II II II 11 II II 11 II II 11 II II II II II II II I II I 11 44.00' ..j. ,').. ----s7i:Oi;'"SO"E'Ti II II 11 II 11 II RETENTION POND ",.. ,. "0 o " ll) 'l.-'b _ -J>'!> -J>~ ' TOE' OF SLOPE -J>~ ~_______~---------------'f----- ~'I.'1> ------+'---_JQP_OF BANK >'1- --------+~--- ~ '0 "0 o o t{) .>1 ... G200AK OJ ~ OJ Vi ''I.~GOOOAK ", .'I.'!> ... 01 @150PAUl EI .'I.'!> ~F.S.P. ~~~ TRANSFORMER ... .~~ .... x:x "'APt. ..--- Tampa I Orlando, loe. -/~/~ .. R.UOIt DAIOIL.~ IJ!UCOM"::1I .,......- ~-.._- ~.- .... ........ .... ~~TPA~ JIlKKl! (4nJ.--co r.m........-za T5r.!~-............. T....,., rww. ~10 'I) II)ootOOO - -------....- -.--...-....-- :-"--="":'::':--::': :-.=:. .-----.---- --------- ---------..- ~. 9.5~t~ .....>' ..~~ ", ~~,. ", " fJ'OAKg'200AK .>' ",,~> ~ ", ~OAK 'l.-~ ....' 'l.-'l ",. ...- --- -- ac:~ar. . " LEWIO:. .. . sn '/8- RmAll .. eN' L9 ,..... I 4'1, REllEORCED CONql[TE PI'( ReI' . v: SPOT nEVA 1lOH .", Ul1lJTY PaL ______ 0\0€RtC(A0 U1lJlY UNES UCHT PaL DOl ElLClRIC &<[T[R DO ElEClRIC BOX :l;4 mt: HYllRAHT WA TtR ll(llJl P.o.c. POINT CE CClI.IUOlCDIDIT P.o.a. PaHT CE IlECIHNINC r.o.o.T. fUlRIDA DEPAR1\<OlT CE TRAHSPORTAllOH R/W RIQiT .....a:-WA. Y HCI.O NORTH ....ollCNI CECXlEllC ~1lCN.. DA 1W SITE PLAN ., APT-BTS-2E015B _COOOOOGQ__'ICIQ -0 ..N....-..D_O ___.....o...a ..... -..... .. ... 2E015 ~..,.0Il&__ _ - 5P2 . \ \ \ trl X ::r: 63 ::i to CIl :::j m ~ :;: fI:l (')CIl Q'~ o ~9 ~~ ~m .g>~ :].01 ::>. 10 OJ en ... ~..! r SITE 10: A2E-015-B SITE NAME: City of Winter Springs AMENDMENT NO.1 TO SITE AGREEMENT FOR LAND This Amendment No.1 to Site Agreement For Land ("Amendmerif') is entered into by and between the City of Winter Springs, a Florida incorporated municipality ("Owner"), and VoiceStream Tampa/Orlando, Inc., a Delaware corporation ("VoiceStream"), and modifies and amends the Site Agreemerit for Land dated December 12, 1997 by and between Owner and V oiceStream, then known as APT Tampa/Orlando, Inc. (the "Original Agreement"). VoiceStream changed its corporate name from APT Tampa/Orlando, Inc. to VoiceStream Tampa/Orlando, Inc. after entering into .the Original Agreement. VoiceStream has agreed to move a certain transformer on Owner's Property that is currently located outside the Premises inside the Premises. The Premises must be expanded to accommodate that transformer and Owner has agreed to lease VoiceStream certain space adjacent to the Premises for that purpose. Owner and V oiceStream have agreed to modifY and amend the Original Agreement to reflect VoiceStream's corporate name change and add certain adjacent space to the Premises. In consideration of the foregoing and the mutual covenants contained herein, the parties agree as follows: 1. APT is hereby replaced with "V oiceStream" at each location in the Original Agreement. 2. Section 1. PROPERTY. is hereby amended to replace the first (1st) identified property interest with the following property interest: [x] Real property comprised of approximately 3500 square feet ofland ("Premises"); 3. Section 3. RENT. is hereby amended to replace the first sentence in paragraph A with the following sentences: Commencing upon fulJ execution of Amendment No. I and continuing for the remainder of the Initial Term, V oiceStream shall pay to Owner an annual rent of Sixteen Thousand Eight Hundred and No/I 00 Dollars ($16,800.00) in equal quarterly payments of Four Thousand Two Hundred and No/IOO Dollars ($4,200.00) on the first day of January, April, July and October ("Rent"). V oiceStream represents to Owner that the Rent currently is exempt from sales to Owner along with VoiceStream's quarterly payments of the Rent or, if permitted by the then applicable rules and regulations of the taxing authority, pay such taxes directly to the taxing authority. 4. VoiceStream's notice addresses are hereby amended and replaced with the following notice addresses: VoiceStream Tampa/Orlando, Inc. 12920 SE 38th Street Bellevue, W A 98006 Attn: PCS Lease Administrator With a copy to: Attn: Legal Dept. With a copv to: V oiceStream Tampa/Orlando, Inc. 3111 W. Dr. Martin Luther King, Jr. Blvd. Suite 400 Tampa, FL 33607 Attn: Lease Administrator 5. Exhibit "B" is hereby amended and replaced in its entirety by the attached Exhibit "B". Except as expressly set forth abov_~, aJtpr<>-"tsi()ns of !~~QriginllLAgreel1lent. [~main l!l1C.hAAg~d .lll1.~ ig full. force and effect. Uniessotherwisedefllled herein, the terms and conditions contained herein have the same meaning as in the Original Agreement. [INTENTIONALLY BLANK] . , ',. .I SITE 10: A2E-Q15-B SITE NAME: City of Winter Springs IN WIT'NESS WHEREOF, the parties have executed this Amendment cinthe date.below their respective signatures. Witnesses: ~~in~~~~;Sh 2'(}A~ D ~ ~ Print Name: C r ,I 1 City By: Name: Title: Mayor D're;1; Q Att~: - .' ~ -. N...,,- REAl ----.:" "-=1.UACES " Title: City Clerk . Date: MARCH 12, 2001 VOICESTREAM q I" I +" '.p.' -;s!>---~~:...-L..~ =fC] t -------~~= ~~WML 24" RCP I \ ~>>9 \ l" '\. 'I> . \ ''I-<j>' . . . \ --,.____~..".tl ~~~__~~2.F_Sl~~_____+_~1--- \ ~-------~ .. \ \ '\ , ~1 d "'-~. V .............. . ~'l.~ ~'V S'71'01'5O"E 50.00' ----0.1:"- ~'l.~ 'f> --~ ~. LEASE PARCEL --------+'----..Igp_QE..flANK ~-i,'" AREA: 2500 SQUARE FEET . ------+--~- OR 0.057 ACRE:!: . +. ~'I.-'I> IMPERVIOUS AREA: 148.68 SQ. FT. ~~~. 2~~G ~ 12"OAK . ~ 8"'OAK b -I-~~"> .. \, +. V ('oj r') <D V o o r..: It} n-==: CATCH IT BASIN I I II II '/> I ~~').. 0.1 I ~II . , I ~I ~'I> RETENTION .POND :J..'/> o o o Ii) :;: o (0 1/1 Co V> o ~,,'/> P.O.S ~,,'I> + ~').90"OAK + 44.00' { ,lv1 ----sn~l~ifETr II II II II II II II ~'/> +~ ac G1S~AUoI 13 . .,,'/> . .~F.S.P. q TRANSFORMER .~ + ,:,-q -I- 1) '. ."jJif ." .._--- Tampa I Orlando, Inc. ~/--I--- .. IIUCIIt DIIIIU.oe:.. . UUCOll::JII' ...- I ~---- -. -.- , .,. a.tzSIU U. .......:-~T PA . ilaD:r (.-J........ JR......... EHT5r~""'.......,.... . ~,..... 13110 au IU-tlXlO - --------..- --------...-- ----.---",-- ~-==.::'?:~ -.o-a_-'GQ IDQ IlIlIfId_."O"O ___'laD tCIQ IClItC ____ . 41lDD 2Bl15" '-- _...lIG.1.... .... ,/ -r" . ~_ G,,~ + >>">. + . >>" + , .~~~ +,:,-~ I:?\ ~ +~~~ ~~ ~OAK +~ ~q +~ .... ---- M_" ~ .'} 4. . SET S/ff' REBAR .. CAP LB 16556 ~llRWl ~CQNalETE PIPE RCP .$ SPOT n.EVAnON .... UllUTY POLE ----.: O\'ERHEAO U1llJ1Y uu:s UCHT P<lU: ELECtRIC WETER Dill El.[ClRIC BOX 4;C fIRE IOtllWIT WA 1ER WETEIl P.o.c.. POINT Of' COLlIID<ClJ<EHT p.o.s. POINT Of' B(GOOoIlNG FAO.T. FUlRJDA DEPARTIoIEHT Of' lRAHSPORTATION R/'it RlCHT-Ol'-WAY NCI.O NORTH AIlERICAH ~ \fRnCAl QAlUIol -.. SITE PlAN '_ APT-BTS-2E015B - SP2 . - . tr.l >< ~.. ::i t:I:l en ~ ~ 5:. ~ (')cn ~=i Om ~~ =-~ ~m enb "0 .... :::J.f{' c5m Cl>