HomeMy WebLinkAboutNextel South Corp. Site License -2000 09 11L t r
Matk��': �entral
Sit, Nu.: FL2073B
Site Name: Gardena
LICENSE NO.
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SITE LICENSE
STRUCTURE NO.
11 [ t t
This Site License is made this day of , 200_ pursuant to and in accordance with the Master Site Agreement (referred
to herein as "MSA" or "Agreement's dated as of December 3, 1999, between VoiceStream Wireless Corporation, then a Washington corporation,
now a Delaware corporation, and any subsidiaries, affiliates or partners that wish to participate in this Agreement (collectively "VoiceStream "), and
Nextel Communications, Inc., a Delaware corporation, d/b /a Nextel Communications and any subsidiaries or affiliates that wish to participate in this
Agreement (collectively "Nextel "). The parties hereby agree that all of the terms and conditions of the MSA are incorporated herein by this
reference.
1. Name of Licensor: APT Tampa/Orlando, Inc., a Delaware corporation
a participating subsidiary of VoiceStream Wireless Corporation, a Delaware corporation
2. Name of Licensee: Nextel South Corp., a Georgia corporation, d/b /a Nextel Communications
a participating subsidiary of Nextel Communications, Inc., a Delaware corporation
3. Site No./Name: VoiceStream: A21301 5-B / City of Winter Springs
Nextel: FL2073B / Gardena r
4. Site Address: 1126 East S.R. 434, Winter Springs, FL 32708
5. Site Latitude and Longitude: N28 °42' 09" Latitude / W810 15' 60" Longitude
6. Due Diligence Period (see paragraph 5 of the MSA): One hundred eighty (180) days from execution.
7. Monthly Rent: $2,000.00 (Two Thousand Dollars and no /100)
8. Term (see paragraph 6 of the MSA): Five (5) years with four (4) successive five (5) year renewals commencing on the date Licensee
begins construction of the Licensee Facilities or ninety (90) days from execution of the Site License, whichever first occurs.
9. Site Licensor (owned): or Licensor (leased): x
If leased, Term of Underlying Lease: See Prime Lease, Exhibit 4
10. Special Access Requirements: None known.
11. Existing Mortgages, etc.: None known.
12. Existing Environmental Issues: None known.
13. Licensor Contact for Access for Emergency: National Operations (800) 416 -2782 / Local Operations (813) 243 -3300
14. Licensee Contact for Emergency: National Operations ( ) / Local Operations /Jim Donati (407) 948 -2181
15. Licensee's Address for Notice Purposes:
Nextel South Corp.
Suite 300E
851 Trafalgar Court
Maitland, FL 32751
Attn: Property Manager
With copy to: Nextel Communications, Inc.
2001 Edmund Halley Drive
Reston, VA 20191 -3436
Sixth Floor, Mail Stop 613630
Attn: Site Leasing Services, Contracts Manager
Site Number: A2E015 -B
Site Name: City of Winter Springs
Market: Tampa/Orlando
8/8/00 2:09 PM / Page 1
I I (
Market: Central
Site No.: FL2073B
Site Name: Gardena
Licensor's Address for Notice Purposes:
With copy to
LICENSOR:
APT Tampa/Orlando, Inc., a Delaware corporation
Name:
Title:
Witnesses
1
APT Tampa/Orlando, Inc.
3650 — 131St Avenue SE, Suite 200
Bellevue, WA 98006
Attn: PCS Leasing Administrator
With a copy to: Attn: Legal Department
APT Tampa/Orlando, Inc.
Suite 400
3111 W. Dr. Martin Luther King Blvd.
Tampa, FL 33607 -6201
Attn: Real Estate Manager
LICENSEE:
Nextel South Corp., a Georgia corporation, d/b /a
Nextel Cot iications
BY ��� ----- ----moo
Name: Jo C aro
Title: V resident
Attachments:
Exhibit 1: Description of Land
Exhibit 2: Description of Premises (including description of Equipment Shelter/Room/Cabinet Location(s)
Existing Liens, Rights -of -Way, Easements and Mortgages and Plans and Specifications)
Exhibit 3: Memorandum of Agreement
Exhibit 4: Prime Lease
Exhibit 5: RF Engineering and Current Communications Users of Site (including frequencies)
Exhibit 6: Owner's Consent
Site Number: A2E015 -13
Site Name: City of Winter Springs
Market: Tampa/Orlando
1 ( 1 (
8/8/00 2:09 PM / Page 2
r ,Market: Central , ,
Site No.: FL2073B
Site Name: Gardena �n
STATE OF �/U& )
COUNTY OF ?� A& 20CX,� j ss.
The foregoing ins me,,, was acknowledged before me this �j ' day of 2000 by
of APT Tampa/Orlando, Inc., a Delaware corporation, on behalf of the corporation. He is
p rsonally known to me or h produced as identification.
✓[ •e Judith Pidwlnald
1F *NryCommissionCCO95223
E)Oras DaoaMbw 13, 2003
space for notary
STATE OF GEORGIA`` GT
COUNTY OF (O I t) 17 C ff
Notary Pub t Print Name / T /�
My commission expires 13
) ss.
The foregoing instrument was acknowledged before me this q_day of A, 2000 by John Cafaro as Vice President of Nextel South Corp. a
Georgia corporation, d/b /a Nextel Communications, on behalf of the corporation. He is personally known to me or has produced
as identification.
T80�'' %.
MAY
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204
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ruin
Site Number: A2E015 -B
Site Name: City of Winter Springs
Market: Tampa/Orlando
Notary ubhc �►
Print Name _n H 6. Z {� F J'� / 6 o-r n L) CSC
My commission expires
(Use this space for notary stamp /seal).
8/8/00 11:18 AM / Page 3
r 'A d' c I
r Market: G'erltral
Site No.: FL2073B
Site Name: Gardena
EXHIBIT 1
DESCRIPTION OF LAND
to the Site License dated 2000, by and between, APT Tampa/Orlando, Inc.; a Delaware corporation
as Licensor, and Nextel South Corp., a Georgia corporation, d/b /a Nextel Communications, as Licensee.
The Land is described and /or depicted as follows:
LEASE PARCEL
LEGAL DCSCRpnou
ALL THAI TRACT OR PMCEL Or LAND LM G IN SCC"M M. 10"49,4,p 20
SOUT1/. RANGE 30 EAST, SCYWOIL COUNry. rton DA. OONC A PORTION
Dr tu"RELL ►ARK ACCOROING tO THE PLAT TMR(Or Al RCCOROCD IN
MAT BOON I1, PACE 44, OMC'AL RECORDS Or SCYRNOLE COUNty.
rLOROA, ANO 11DNC WORE PARTICULARLY OEV -"ED AS rOLJ.OwS:
COWWIHaNC AT THE NORTHMEST CORNER or SAO WTTREL PARK;
TH[?1C( SOUTH 71101'SO' EASST A DISTAMM Or 157-00 IT to "it of"
Or BEGINNING; nIEWCE No"D4 1434'10' (Air A INSTANCE Or 50.00 NT I
10 A ►O1N1; THONCE SOUTH 7101'30' EAST A DISTANCE Or 50,00 rt[I to
A ►DINT; 1f1C1NC[ SOUTH 10'SU'10' IICST A DISTANCE or 50.00 ItET 10 A
POINT; THENCE NORTH 7101'30' HEST A DISTANCE or 30.00 fEET t0 THE
POINT Or 9KCNNNINC.
Co"M04C 2,500 SOUTH[ r[CI OR 0.051 ACRES 408E on LEST
IS' UTILITY [ASEWNT 'A'
LEGAL OESORIPnou
ALL THAT TRACT. OR PARCEL Or LAND IVWG M SEC7M 3/, TOaNSMP 20
SOUtK RANGE 30 CAST, SEMNOLF COUNtY, rLoM10A. BEING A PORTION
Of LU1111CLL PARK ACCOMOINC TO 118E PLAT TION IH[REOr AS ACCORDED N
PLAT BOOK 11, PACE 44, Or"OAL RLCMo$ Or KIJINOLE COUNry.
rlOROA, AND KING A IS root wW Unuty EASEWE"I tmc .11 rut
an Me RIGHT or THE rOLLOURIN0 DESMOM CENTEA N/E,
COWWENC1NC AT NNE NDI IHWST CORNER or SAID LUTIREL ►ARK;
THENCE SOUTH 113110' IKST A DISTANCE d 131,00 rtET TO A POINT;
THEWCE SOUTH t7101'SO' ('AST A DISIANCE Or 34.44 rE(T to THc ""t
TO A POINT. THEka Sojn4j4�io. A ds17. E Or 111.31MTETO
A POINT t YINO 7.50 ru T NOR THE AS TEAL Y or " NOR THEAS" r
oMOHI -Cr-MAY UNt Or SIAtE ROAD Na 434; THENCE 173.81 FEET, ALONG
THE ARC Or A CURVE LYING 7.30 rTil NOM"ASTE7RtY. Or AND PA14ALLMM
""i SAID RICHI -Or -WAY LING SAID CURVE BEING CONCAVE to THE
SWTHSEST, HANNC A DELTA ANGLE Or 0075']]', A RA&US or 38421.24
rt[1. A CHORO DEARNG Or SOUTH 34 `02'11' CAST. AND A CHORD or
113.81 R(/ TO n[ Pout or IEAWNATION,
and otherwise known as 1126 East S.R. 434, Winter Springs FL 32708
A.P.N. or P.I.N. or Real Property Tax I.D. #:
Site Number: A2E015•B
Site Name: City of Winter Springs
Market: Tanipa/Orlando
15' INORCSSAGRCSS EASE KNT
LECAL DESCRIPTION
ALL THAT TRACT OR PARCEL 01 "LAND LYWC M S(Cnou 34,. TOTIHSI9P I
Of LU1TMU PARK (AST. T O TCOUNTYY r LOC IROCOr DON ' ACOR R 111 M
►lAl 0001( 11, PANE 44. "CIAL RECORDS Or S(WINOLE COUNTY.
r1oROA. AND KING WORE PARTICULARLY OE.SC:R18t� AS roLLOwS
COMU04 RC AT " NORNWEST CORNEA Or SAID WTTRCL PARK;
THCNCE SOUTH 1131'10.' HEST A OISIANC( Or .13700 rEET 10 A POIN.1;
THCNCt SOUTH 7101'50' [AST A OISIANCC or 41.00 ft[1 TO THE POINT
Or "GINNING; THENCE CONTINUE SOUTH 7'101'50' tASt A DISIANCE
f>r 13.11 rECT TO A POINT; THENCE SOUTH 2401'44' WEST A INSTANCE. C
171.14 MY 10 A POINT:
131. ntNCE SOUTH 1459'10' %[St A DISTANCE 'W
12 rt[I TO A POINT ON TFNE NORr1NCASTERIY MOINr- Dr_wAY UHC Or
STAN( ROAD Ma t3/; THONCE 17.10 rLiT ALONG SAO NOHT -Or -WAY to
ALONG M ARC Or A CURVE, CONCAVE t0 111E NORTH, HAVINC A MIA
ANOLE Or 0001'.19', A RADIUS Or 34434.74 MT, A 01080 8(AAINC Or
NORTH 37'59'33' I1CST, AND A 0"0 Or 17.00 rtEl 10 A POINT; THENC
NORTH 1939'10' EAST, DEPARMIO SAO RIGHT -Or -WAY LINE. A
DISIAMM Or 142.47 ACT TO A POINT: 11NCNCE NORTH 2901'14' GIST A
DISTANCE Or 174L$@ IZ[t i0 114[ POIN1 or B[CNNMNO.
CONTAINING 1,124 SOUAR( FUT', OR 0.028 ACRE WORE OR LESS,
IS' UTIUTY tASCWENT
LEGAL DESUrpnON
ALL THAT TRACT OR PMCtL Or LAND ("NC' IN SECTION 34, TO*Wq p 10
SOUTH, RANGE 30 [AST, "I"OLE COUNrY, rtOROA. BONG A PORTION
Of LUTMOl IN
PARK ACCOPIO04C TO THE PLAT TH Mr
CREOr AS RECORDED
PLAT BOOK 11. PACE 44, OrMAL RECORDS or SEWINaM COUNry.
rLOROA. AM KING A IS root tiro( u11Ury EASCWENt RIGHT 7.30 rLtl
U" AND RIt or IHt rmloaNc DCSCRIBCD CENrtRUNr.
COYW(MONC AT ME NINRTHIKSI CORNER Or SAID LUvwk PARK;
nIONCE SOUTH 1131'10• IKST A DISTANCE Or Moo rtit 10 A POINT;
n1ENCE SOUTH 71`01.50' EAST A DISIANCE or 31.e3 FUI 10 THC POINT
or B(ONNNG; 1HE'11C( SOUTH 0111'44' EAST A DISTANCE Or 110.00
rtFl 10 THE POINT Or TEIKMIAn014.
( .. 41
Y Market: Central '
Site No.: FL2073B
Site Name: Gardena
EXHIBIT 2
DESCRIPTION OF PREMISES
to the Site License dated ' 2000, by and between, APT Tampa/Orlando, Inc., a Delaware corporation
as Licensor, and Nextel South Corp., a Georgia corporation, d/b /a Nextel Communications, as Licensee.
The Premises are described and/or depicted as follows:
Plans and Specifications (consisting of 2 pages) are attached hereto.
Notes:
1. This Exhibit may be replaced by a land survey of the Premises once it is received by Licensee.
2. Setback of the Premises from the Land's boundaries shall be the distance required by the applicable governmental
authorities. — _.__.. -._ ...._. __. .
3. Width of access road shall be the width required by the applicable governmental authorities, including police and fire
departments.
4. The type, number and mounting positions and locations of antennas and transmission lines are illustrative only. Actual
types, numbers, mounting positions may vary from what is shown above, subject to Licensor's approval as provided in
Paragraph 5(b) of the License.
5. This Exhibit is to include any plans for routing lines, utility wires, etc. on or across the Property.
Site Number: A21201 5-B
Site Name: City of Winter Springs
Market: Tampa/Orlando
8/8/00 11:18 AM / Page 5
. 1
EXISTING 50' x 50'
LEASE AREA
EXISTING OPEN PROPOSED NEXTEL
PORT HOLE COAXIAL CABLE RUN
EXISTING 8' HIGH
CHAIN LINK FENCE ��*'; -� -, 50.04'
W/ 3 STRANDS BARBED WIRE t' _
EXISTING 164'�i
MONOPOLE 1 43.75
EXISTING WAVEGUIDE
P.O.0 p . BRIDGES (TYP.)j%
NEXTEL
LEASE AREA
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EXISTING APT EQUIP.
ON CONC. SLAB
0,99' $s -..x'9:1 -7
•�
PROPOSED NEXTEL ELEC..
EQUIP. CABINET
! / , GRAVEL ,
•-,;.,
-``Y.
1
r ♦ 0`99;ti THROUGHOUT
PROPOSED 15'x22'
STEEL PLATFORM
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;;,''c`',. 4'x2'
CONCRETE ,61,A • t�
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PR(p.bSED LADDER'~.. ,
30 CAISSON
(TYP. OF 4)
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PROPOSED 24'x17'
NEXTEL LEASE AREA
> 03 f ,
0.31'
co
3.13'
.
L4, 1.03' `r •, b0 .=q'
P.O.B. /
ACCESS /UTILITY
EASEMENT /
E)(ISTING
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LEXIST. ` Y
PHONE RISER
EXIST. 6 "x6'
POST W/ METER
PROPOSED NEXTEL ELEC. METER EXISTING
ON NEW 6" X 6" CONIC. PEDESTAL
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j+ 49.99'
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METER RACK
SITE PLAN
SCALE: 1 " =10'
OF
EXISTING 16'x12'
CONCRETE PAD W/
EQUIPMENT CABINETS
L I
I HEREBY OMIF' THAT THE SITE PLAN REPR£SEMFD ON DI6 APP
WAS 1NDE UNDER w 05PECRON ON THE OETE wow 8450 ON
THE WFOR/AATION rURNISH0 TO 11E AS ACTED AND CONFDRMS
TO ACCEPTED OCNEERIM PR4Cn= N THE STATE Or FLORDAA
PURSUANT W SECRDN 171. FLORKN STATUES
MICHAEL K. LEAHY
FLORIDA LICENSED PROFE59O0i
ENGINEER NO. 15187
PROFESSIONAL SURVE & Mk-PER NO 5658
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SCALE: AS NOTED
DATE: 11 /15/99
JOB NUMBER: 99 -573
SHEET TITLE
SITE
PLAN
SHEET
A -2
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Market: Central
Site No.: FL2073B
Site Name: Gardena
EXHIBIT 3
MEMORANDUM OF AGREEMENT
to the Site License dated 2000, by and between, APT Tampa/Orlando, Inc., a Delaware corporation
as Licensor, and Nextel South Corp., a Georgia corporation, d/b /a Nextel Communications, as Licensee.
This Memorandum of Agreement is entered into on this day of 2000, by and between, APT
Tampa/Orlando, Inc., a Delaware corporation, with an office at Suite 400, 3111 W. Dr. Martin Luther King Blvd., Tampa, FL 33607 -6201
(hereinafter referred to as "Licensor ") and Nextel South Corp., a Georgia corporation, d/b /a Nextel Communications, with an office at 851 Trafalgar
Court, Suite 300E, Maitland, FL 32751 (hereinafter referred to as "Licensee ").
1. Licensor and Licensee entered into a Site License Agreement ( "Agreement ") on the day of
2000, for the purpose of installing, operating and maintaining a radio communications facility and other
improvements. All of the foregoing are set forth in the Agreement.
2. T'he term of the Agreement is for five (5) years commencing on 2000 and ending on
with four (4) successive five (5) year options to renew. If all options to renew are exercised, the
term of this Agreement will expire twenty-five (25) years after the Commencement Date (as defined in the Agreement).
3. The Land which is the subject of the Agreement is located in Seminole County and described in Exhibit 1 annexed
hereto. That portion of the Land being licensed to Licensee ( "Premises ") is described in Exhibit 2 annexed hereto.
IN WITNESS WHEREOF, the parties have executed this Memorandum of Agreement as of the day and year first above written.
LICENSOR
[EXHIBIT ONLY - NOT EXECUTION COPY]
APT Tampa/Orlando, Inc., a Delaware corporation
By:
Name:
Title:
Witnesses:
Printed Name:
Printed Name:
Site Number: A2E015 -B
Site Name: City of Winter Springs
Market: Tampa/Orlando
LICENSEE
[EXHIBIT ONLY - NOT EXECUTION COPY]
Nextel South Corp., a Georgia corporation, d/b /a
Nextel Communications
By:
Name: John Cafaro
Title: Vice President
Witnesses:
Printed Name:
Printed Name:
8/8/00 11:18 AM / Page 6
Market: Central
Site No.: FL2073B
Site Name: Gardena
STATE OF
COUNTY OF ss.
The foregoing instrument was acknowledged before me this day of _, 2000 by as
- of APT Tampa/Orlando, Inc., a Delaware corporation, on behalf of the corporation. He is
personally known to me or has produced as identification.
Notary Public
Print Name
My commission expires
space for notary
STATE OF GEORGIA
COUNTY OF ss.
The foregoing instrument was acknowledged before me this day of . 2000 by John Cafaro as Vice President of Nextel South Corp., a
Georgia corporation, d/b/a Nextel Communications, on behalf of the corporation. He is personally known to me or has produced
as identification.
Notary Public
Print Name
My commission expires
space for notary
Site Number: A2EO15•B
Site Name: City of Winter Springs
Market: Tampa/Orlando 8/8/00 11:18 AM Page 7
Market: Central
Site No.: FL2073B
Site Name: Gardena
EXHIBIT 4
PRIME LEASE
to the Site License dated 2000, by and between, APT Tampa/Orlando, Inc., a Delaware corporation
as Licensor, and Nextel South Corp., a Georgia corporation, d/b /a Nextel Communications, as Licensee.
The Prime Lease (consisting of 17 pages) is attached hereto.
Site Number: A2E015 -B
Site Name: City of Winter Springs
Market: Tampa/Orlando
8/8/00 11:18 AM / Page 8
Market: Central
Site No.: F12073B
Site Name: Gardena
EXHIBIT 5
RF ENGINEERING
to the Site License dated , 2000, by and between, APT Tampa/Orlando, Inc., a Delaware corporation
as Licensor, and Nextel South Corp., a Georgia corporation, d/b /a Nextel Communications, as Licensee.
LICENSER'S FREQUENCIES:
setup: Sector
alpha face: 0 TX 1930 -1945 MHz RX 1850 -1865 MHz
beta face: 120 TX 1930 -1945 MHz RX 1850 -1865 MHz
gamma face: 240 TX 1930 -1945 MHz RX 1850 -1865 MHz
LICENSOR'S TENANT FREQUENCIES:
setup: Sector
alpha face: 90 TX 869 -880, 890 -891.5 MHz RX 824 -835, 845 -846.5 MHz
beta face: 210 TX 869 -880, 890 -891.5 MHz RX 824 -835, 845 -846.5 MHz
gamma face: 330 TX 869 -880, 890 -891.5 MHz RX 824 -835, 845 -846.5 MHz
LICENSOR'S TENANT FREQUENCIES:
setup: Sector
alpha face: 0 TX 1945 -1950 MHz RX 1865 -1870 MHz
beta face: 120 1945 -1950 MHz RX 1865 -1870 MHz
gamma face: 240 1945 -1950 MHz RX 1865 -1870 MHz
LICENSEE'S FREQUENCIES:
setup: Sector
alpha face: 30 851 -866 MHz RX 806 -821 MHz
beta face: 150 851 -866 MHz RX 806 -821 MHz
gamma face: 270 851 -866 MHz RX 806 -821 MHz
OTHER KNOWN FREQUENCIES ON PROPERTY:
None.
Site Number: A2E015 -B
Site Name: City of Winter Springs
Market: Tampa/Orlando
8/8/00 11:18 AM / Page 9
t 1
Market: Central
Site No.: FL2073B
Site Name: Gardena
EXHIBIT 6
OWNER'S CONSENT
to the Site License dated 2000, by and between, APT Tampa/Orlando, Inc., a Delaware corporation
as Licensor, and Nextel South Corp., a Georgia corporation, d/b /a Nextel Communications, as Licensee.
Owner's consent (consisting of 9 pages) is attached hereto.
Site Number: A2E015 -13
Site Name: City of Winter Springs
Market: Tampa/Orlando
8/8/00 11:51 AM/ Page 10
SITE ID: 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 kL "day of De«b�, 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:
[X] Real property comprised of approximately 2_5gi)_ square feet of land ( "Premises ");
[XJ Non- exclusive easements required to run, maintain and operate utility lines and cables on and to
the Premises; and
[X] 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 Owners Property"), located at 1126 East S. R. 434, Winter
Springs, in the County of Seminole, and legally described on Exhibit "A" attached hereto, which Owners 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 permit 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 the right to
extend the term of this Agreement for Four (4) successive five (5) year periods (the "Renewal Terms ") on the
same 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..otherlhan -the first day of- the quarter; -then Rent- shall -be- prorated -on- the -basis
of a nine 90 day , -s;.; ayc fry
ninety ( ) y quarter and shall be delivered. within 20 t>,.,, es.. Cu, � m the Commencement Date.
B. 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: \QRL ANnp�A- 2- F- gi5ioi5.b�,ile agreeme��t 12- 3- 97.final.doc i2iiui97 3:45 NM
SITE ID: A -2 -E -015 -B
SITE NAME: City of Winter Springs
current Renewal Term at the beginning of each such Renewal Term by multiplying the
previous term (whether the Initial Term or Renewal Term) times three percent (3 %).
number of years in the
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 connection 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 ancillary support facilities. If the
location and placement of the antennas and other facilities can not be agreed upon, APT shall perform such
technical studies as may be necessary to determine the location.
(iii) Each new Other Provider shall be solely responsible for the cost of locating and placing their
equipment onto the tower and into ancillary 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 "B ",
subject to such modifications and alterations as required by APT (collectively, the "Communications Facility"
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, if 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, mainte_ _n_ance charges,
-costs and expenses against the Premises -- which may be contemplated under an .. - - - -
- _.
_ y 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 APTs 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
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SITE ID: A -2 -E -015 -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
APT's 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 improvement, 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 subject 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 attachment of any liens to the Premises and shall be completed in compliance with all
applicable laws, 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 interference or 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 613(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 APTs 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
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SITE NAME: City of Winter Springs
governmental or quasi - government authority. APT shall be responsible for conducting due diligence regarding the
condition of the Property.
9. TERMINATION. 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, it (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 Agreement; 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 Section 11 of this Agreement; 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 APT's rights under
Paragraph 14 of this Agreement, prior to said termination.
10. INDEMNITYAND 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 APT's construction, maintenance, repair, use, operation, 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 associated, 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 "Indemnitees ") 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.
(iii) 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 Ahe..State._of_.Florida or - United States; - including those - of the Federal -Securities,-and" Exchange
Commission, whether by APT or otherwise.
768.28 (iv) To the extent permitted by law and subject to the statutory limits. set forth in Section
, 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
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expenses of attorneys, 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 "APT" 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 APTs installation, operation, maintenance,
condition 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 APTs 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
reasonable attorneys fees and shall also include the reasonable value of any services 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). Any policy required to be obtained by APT pursuant 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.
employer's liability )insuran e with limits of One Hundred Thousand meeting
nd NO/Dollars applicable
for each accident-
(iii) d
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 - during the period -ofany construetion; builders -all risk insurance, or an
installation floater or equivalent property coverage: co,reriig c�Lt;:,, materials, machinery and supplies of any
nature whatsoever which are to be used in or incidental to the installation 0fthb- *1'bwe(: '14-6h 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.
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SITE NAME: City of Winter Springs
(v) All policies other than those for Worker'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/builder's risk and worker'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
Additional Insureds 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 7s 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 insured
of any intention not to 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
Agreement.
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. HAZARDOUS SUBSTANr F.q
A. Owner represents that Owner has no knowledge of any substance, chemical, or waste on the
Owners 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,
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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 Premises not transport to or over the Premises any Hazardous
Substances other than those used in APT's normal 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 incurred 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 Owners 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 portion 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 event, APT shall promptly remove the Tower from the Premises. This
Agreement (and APTs obligation to pay Rent) shall terminate upon APTs 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 authority. 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 APTs 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 Adornment 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
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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 APT's 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 pay or 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.
B. 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 and
acknowledge and deliver to APT for recording a memorandum of this Agreement ( "Memorandum ") in the form of
Exhibit "C ". Owner hereby grants APT permission to insert the effective date of this Agreement into the
Memorandum after execution of the Memorandum.
H. APT shall 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.s.hall noiconstitute.a... wain -er af...the.necessity . of..such consent -to- any - subsequent
assignment or subletting. This prohibition against 2ny.?scinnment or subletting shall be construed to include a
prohibition against any subletting or assignment by opefafiion -ef-:a;a: - -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
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SITE ID: A- 2- E -015 -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,
shall 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 Owner's 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.
t. 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 East S.R. 434
Winter Springs, FL 32708
If to APT: APT Tampa /Orlando, Inc.
Real Estate Department
PO Box 31793
Chicago, IL 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 payment.by_such. broker or. any.. other- agent -cl aiming -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.
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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.
Q. 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 day of
�t�erA_ 1997.
OWNER
Witnesses:
2.
��
�.
u �
Address of Owner:
Telephone No.:�w162 j3c21) / &OD
Facsimile No:__ DY 7 -,3 I- p/,-t
Federal ID No.:_ 3'g-/b2G.3611
RAORLANDM-2_E- 0151015 -butte agreement 12- 3- 97. final. doc
CITY OF R SPRINGS, A
FLORID /NCO MU ICIPALITY
By:
Print Name: P UL P. PART
Print Title: Y R
Date:
Attest :" 4
Print Name:
Print Title: _ c i- y Ct e t K
[Corporate 5eaij
Date: 4 -- 46 Y17
12/10/97 3:45 PM 10
I � 1 •
1 • 1 1
APT
Witnesses:
1.
Pnnt NamMZ
Print Name:' S., su(f a
Address of APT.
Real Estate Department
American Portable Telecom, Inc.
PO Box 31793
Chicago, IL 60631 -0793
With copy to:
APT Tampa /Orlando, Inc.
Real Estate Manager
5907 - B Hampton Oaks Parkway
Tampa, FL 33610
R.IORLANDO%A -2 -E- n!5\015- blsite agreement 12- 3- 97.final.duc
SITE ID: A -2 -E -015 -B
SITE NAME: City of Winter Springs
APT TAMPA/ORLANDO, INC
BY�Ll�l le )v
Tony W McDowell
Its: Director Engineering and Operations
and Authorized Agent
/ [Corporate Sea[]
Date:
12h0i97 3A5 PM
SITE ID: 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 SOUTH ONE —HALF (S1 /2) OF 2ND STREET OF LUTTRELL PARK
ACCORDING TO THE PLAT THEREOF AS RECORDED IN PLAT BOOK 11, PAGE
44 OF THE PUBLIC RECORDS OF SEMINOLE COUNTY, FLORIDA, BEING A
PORTION OF LOT 27. BLOCK 8 OF D.R. MITCHELL'S SURVEY OF THE LEVY
GRANT AS RECORDED IN PLAT BOOK 1, PAGE 5 OF THE PUBLIC RECORDS OF
SEMINOLE COUNTY, FLORIDA, LYING NORTHEASTERLY OF STATE ROAD 419
(SANFORD— OVIE00 ROAD).
It is agreed by Owner and APT f ,' f.';s prcper c :- ,I p: �cise legal description for the Owner's Property will be corrected, it necessary, and (hat
(he correcf legal description maybe placed on this Exhibit A" and/or that (his Exhibit W may bo roptacod lu rallac(srx;h prupor and pruciso
legal descrip0on by APT unilaterally.
\WP(-tafl-n11 \site \ORLANDOW -2 -E- 015 \015- b\site agreement 12- 3- 97. final. doc 12/04/97 3:55 PM
12
SITE ID: A-2-E-01 5-B
SITE NAME: City of Winter Springs
EXHIBIT "B" TO SITE AGREEMENT
Page 1 of 2
SKETCH AND DESCRIPTION OF THE PROJECT SiTE.
LEASE PARCEL
LEGAL OESCRrnm
ALL THAi TRACT OR PARCEL or LAND LYNC N SECTION 36, TOWN ?6P 20
SOUR1 NANO[ 30 EAST. S[YNLE C"ry, rLORIDA, BONC A O PORTION
Or IViOOK PMT(
PLAT BOOK ACCORDING TO THE PEAT THERCOr AS RECORDED N
11. PACE H, OFT OAL ACCORDS Or SEYNOL[ COUNTY.
MOM& A►10 BONG WOW PAATICULAALY DESCMGCD AS rOLLOWS;
COYYCNONG Al 1HE NORTHTICST CORNER Or $A10 LUTTREL PAAK;
TV"CC SOUTH 1038'10' VESi A OISIANC[ Or 137.00 FUI 10 A POIM1;
TI"CC SOUTH 710i'SO• EAST A OISTANC( Or 11.00 rC[1 TO nil FONT
0 ACPOINN THENCE l�i,nii0130�OCASiSA dS1ANC[ K SOOO IYMETO
A ►OIN1; TNCHC[ SOUTH 16'36'10' VEST A OISTANC[ or 50.00 ►TIT TO A
POINT; i"C"CC NORTH 1101'30• VEST A POINT Or 5400 r[C1 i0 THC
PHT Or 1KCJHNINC.
CoNTAIMNC 2.500 SOUA11[ MY OA 0.067 ACRES MDR[ OR LESS.
13' UTILITY [ASEWNT 'A•
LLG.AL OESCAPnON
ALL MAT TRACT OR PARC[L Or LAND IMO N S(CT10N 36, TO'MTSHIP 20
a IITTRCLL OW ASComoNC T1) Nry ' RORIOA, BEING A PORTION
PLAT BOOK 11, PA0[ N, THE PLAT THEREor AS RECOROEO N
RdMOA, ANp BONG A IS roof NNE U UrY EA3EuEN, l w GN 1.5 rm
L[rl AND RIGHT Or THE IOLLOWNC DESC711BCO CENTERUNEt
COWWENCRIC AT TH( NORn.4 EST CMKR or SAID LUTTREL PARK;
THENCE SOUTH 1636'10' MIST A DISTANCE Or 131,00 r[ET TO A POINT;
THENCE EOLITH 7101'50• ("1 A DISTANCE Or 36.14 MCI TO THE POINT
Or 10 BE(aM @NGi ME7IOC WUTH 2601'!@' W A DISTANCE Or 116.31 r[EI
A ►OM 1. THENCE SOUTH 103010 W A DISTANCE Or 126.56 rEEI TO
A POINT LYNO 1.S0 rE[1 NORR[AS!'MY or TiE NORTHEASi'MY
ITIOHT -01r-WAY LJkC Or SLAT( ROAD No. 431; THENCE 173.11 rEET. ALONG
THE ARC Or A CLMW LMC 7.50 11x1 NORiMASTMY or ANO PAAN n
MITH SAID RIGHT -or -WAY UNE. SAO LURK BENC CCHCA$4 TO THE
30V1HVEfT, HAMNC A DELTA ANQ[ Or 0013'33', A RADIUS or 31126.24
IMO A dldt eCMNC or SOUTH 3@02'16' EAST. AND A CHORD or
11].61 FL[T 10 "41 POINT Or TERMINATION.
Notes:
U' NCRESSACRESS EASCWCWT
LLCAL DESCAViION
ALL THAT TRACT OR PARCQ Or LAND LYNC IN S(Cn0N 36, 10M496P ;
SOUTH, RANGE 30 (AST. SCYNOIL COUNry, ri0AIDA. KING A PORi1CIN
PL IUT00K . PA ACCoRONC 10 THE PLAi IH(R(Or AS 1(('OROE0 N
PLAT SOOT( 11, PAC[ !4, "CAL RECORDS Or SEMNOLL COUNTY,
'ORIDA, A'40 NONE WWI PARIICMARLY W -Sae(D AS foUOWS
COMYENONC AT THE NOATHM(ST CORNEA Or SAID LUiTREE PAR$(;
n'"CE SOUTH 711)1.30• CAST A OISTANCE Or 4100 rEC1TTOOTH[ POIN
or e[CNNNC; THENCE CONnNUC SOUTH 711)1'30' (AST A TO THE DISTANCE
or 13.11 MY TO A POMT; TIENCE SOUTH 261)1'46' T A pS1A 1
176.61 rEEI TO A POINT; "NEC SOUTH 163@'10' KST A DISTANCE or
STATE r[[7 N A 34. ON THE NORTHEASTERLY RICHT -Or -WAY Ur1E O
STONE ROAD No. 1,74; ON 17.90 MT ALONG SAID RIoHT -Or -WAY L,
ALONE TI/C MC Or A CORK. CONCAVE TO THE NORTH, 14ANNG A OQTA
ANAL a 001)1'3@. A RADIUS or 3@43@.7! rECT, A O/ORO e(MINC Or
NORM 3T5@'3S' 1ICST, ANb A 04CAO or 1760 rEEI i0 A POIHI; M(r
NORTH 16'3@'10• EAST, DEPARMC SAID RIC+II -d -WAY UNE. A
DISTANCE Or 142.67 iE[T TO A POINT; T/KNCE NORTH 2601'! @' [AST A
DISTANCE OF (766@ /[(T TO THE PoNI or BCCAMMNC.
CON1ArNNC 1,224 SQUARE TILT OR 0.026 ACRE YORE OR LESS.
15' UflUry EASEMENT 'e'
LEGAL OESCAIPTIoN
ALL THAT TRAC1 OR PARCEL Or LAND IYNC N SECTION 36, TOWNS/M
L.( P 2<
SOUTH, RANGE 30 EAST. SEYINO COUNTY. 1L0nook BONC A POARC4Y
Or LUTTROL PARK ACCORONC 10 THE PLAT THEREOF AS RECORDED N
PLAT DOOK Il, PACE 44, ornciAl RECORDS or SEYINDL[ COUNTY,
rLORIDA. AM K04C A 13 ro01 MID( UTILITY [ASEYENi 1T111C 7.50 T [(1
LI7'T AND RIGHT or THE rOLlOWNG TN'SCAIBED CENrCRUNE
COMMENCING Ai THE NOATHW(ST CORNER or SAID LUVW( PARK;
TiTENC[ SOUTH 163@'10• MOST A OISIANCE Or iS1001TL1 10 A P01N1;
11E71CC SOUTH 7101'30' [AS1.A. OIS(ANCE Or S1.e3 rCEI TO THE PANT
or BEOMNNC THENCE SOUTH 0217'44' [AST A DISTANCE Or 110.00
12[1 10 THE POINT Or TERVNATION.
I. The instrument to which this exhibit is attached and kilo w1fich if s(rurnen( (his exhibit is fully incorporated, may, at AP is solo Option, be
modified an&or emended unilaterally by APT to establish, clarify or change the location of (he nonexclusive easement for utility lines
and cables by recording an Instrument signed by APT In (he public records of the County in which the Owner's Properly is loca(ed,-
which Instrument shall se( forth the details of such modification and/or amendment.
2. Notwithstanding anything in the Instrument which (his exhibit Is e((ached (o (he contrary, APT, at its sole option, may unilaterally replace
and substitute for this exhibit a survey of the Project Site, showing non - exclusive easements for ingress, egress and utility lines and
cables to service the Projecl Site Tlnd/or mayunlla(er`elly Mptece end "Substitute for this exlii6rl conslnicfioni3rawings ollhe AIiT
Facilities of the Prged Site.
3. Setback of (he APT Facilities from the boundaries of Owner's Property and of the Projec! .Si(R•sh8t(be -!hs. tiffs lance required by the
applicable govemmen(al authorities. '
4. Wdth of any access road or easement granted to or used by APT, shall be (he width required by file applicable govemmental
authorities, including police and fire departmen(s but In no event less than raloon feet(151 except if prohibited by govemmental
authorities having Jurisdiction over the Owner's Property, the Project Silo and/or the APT Facilities.
\1 Apt - tall- nti�siie\ORLANL'O� .2_E- 0151015- blsl,e agree,;,en( 12- 3- 37.Gnai.do 12iO4i97 3:55 PM
13
SITE 10: A -2 -E -015 -13
SITE NAME: City of Winter Springs
EXHIBIT "B" TO SITE AGREEMENT
Page 2 of 2
SKETCH AND DESCRIPTION OF THE PROJECT SITE. Legal description of property to be attached.
r tam
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sT
4r
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O
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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
SITE ID: A-2-E-01 5-B
SITE NAME: City of Winter Springs
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 address 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, "APT ".
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 legally
described on Exhibit "A" attached hereto and hereby incorporated into this Memorandum and certain easements
(the "Project Site ").
2. TERM. The initial term 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 terminated -as
provided in the Site Agreement ( "Initial Term ").
3. RENEWAL OPTIONS. In addition to the Initial Term and on and subject to the terms of the Site
Agreement, the S'ife Agreement term may be automatically extended for four (4) consecutive periods of five (5)
years each. Eacti such extension shad „be, known hereinafter as a "Renewal Term.” Hereinafter, the Initial Term,
together with any and all Renewal Terms, shall be known as the "Term" of the Site Agreement,
4. COMMENCEMENT. The "Commencement Date" is
RAORLANDOXA -2 -E- 015\015 - b\site agreement 12- 3- 97.final.doc 12/10/97 3:45 PIVI 15
SITE ID: A -2 -E -015 -13
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 of.
Witnesses:
Print Name.
2.
AdftA
Pri Name:
Witnesses:
1
P nte�Nam
3 ,� R D n--► L , / u u ,,� m�
2. -
Printed
OWNER:
City of Wi ings a orlda incorporated
munlclpall
By. VA�4
Print Name: PAUL P. PARTYI
Print Title: MAYOR
Date: —/S p7
Attest:
Print Name:
Print Title: L1�yy
[C porate Seal]
Date:_ JA- I r-
TENANT:
APT Tampa /Orlando, Inc., a Delaware
corporation
By:
Name: Cony R. McDowell
Title: Director, Engineering and Operations
and Authorized Agent
[Corporate Seal]
Date:_!o� %� -!
R: \0RL.AND0\A -2 -E -015 \015 -butte agreement 12- 3- O7.fnal.doc 12110197 3:45 PM
16
SITE ID: A- 2- E -015 -13
SITE NAME: City of Winter Springs
STATE OF FLORIDA
COUNTY OF S�tti.lw� o�
The foregoing instrument was acknowledged before me on this day of,��,� 1997, by
PkrL[nameop, as title of person], of City of Winter Springs, a Florida
fo
oted municipality on behalf of the [type of entity]. H� /she is personally known to me or
as produced as identi /cation. --
My commission expires:
M HOWNS Notary Pu c -State of FI ida
[Seal] my cor nnaoao„ cc403745 Commission Number:
Expkee Mg. 28,19W
Bonded by M13
800 -852 -5878
STATE OF FLORIDA
COUNTY OF _g[l- lU "it G 1
The foregoing instrument was acknowledged before me on this L day of 997, 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 identificatinn —
My commission expires:
[Seal]
No��Public -State of Florida
Commission Number.
♦ ' �♦ MI V1ARi1 MO T M61W wim
''•� OdoberZtW
� -.. 8�l 1DED1i�iU1i101 ffN1111SlJAANCF.41G
R: \ORLANDO\A -2 -E- 415 \415- blsite agreement 12- 3- 97.final.doc 12/10/97 3:45 PM
17