HomeMy WebLinkAboutCrown Castle First Amendment to Lease Agreement 2016 03 31FIRST AMENDMENT TO LEASE AGREEMENT
THIS FIRST AMENDMENT TO LEASE AGREEMENT ("First Amendment") is
made effective this _1,_day of , 2016, by and between the CITY OF WINTER
SPRINGS, a Florida municipal corporation ("City"), with a mailing address of 1126 E. State
Road 434, Winter Springs, Florida 32708, and NEW CINGULAR WIRELESS PCS, LLC, a
Delaware limited liability company, and the successor by merger with BellSouth Personal
Communications LLC, a Delaware limited liability company, dated December 31, 2004, for
itself and as general partner of Bellsouth Carolinas PCS, L.P., a Delaware limited partnership
("Tenant"), with a mailing address of New Cingular Wireless PCS, LLC, Suite 13-F West
Tower, 575 Morosgo Drive, Atlanta, Georgia 30324.
WHEREAS, City and Bellsouth Mobility LLC, a Georgia limited liability company
(`Bellsouth"), entered into that certain Lease Agreement dated November 7, 2000 (as amended
and assigned, the "Lease Agreement"), whereby City leased to Bellsouth an approximately
10,000 square feet portion of that property (said leased portion being the "Lease Property")
located at 411 Shore Road (Tax Parcel # 26-20-30-5AR-OD00-1010), Winter Springs, Seminole
County, Florida, which property is described in Book 1955, Page 522 in the Seminole County
Clerk's Office ("Clerk's Office"), together with those certain access, utility and/or maintenance
easements and/or rights of way granted in the Lease Agreement. The Lease Agreement is
evidenced by, and the Lease Property is described in, that Short Form Lease Agreement dated
November 7, 2000, and recorded on January 17, 2001, in Book 3991, Page 993 of the Clerk's
Office, which was replaced by that Short Form Lease Agreement dated September 18, 2002, and
recorded on October 15, 2002, in Book 4560, Page 375 in the Clerk's Office ("Memorandum");
and
WHEREAS, Tenant is the successor -in -interest in the Lease Agreement to Bellsouth; and
WHEREAS, the Lease Agreement has an original term, including all extension terms,
that will expire on November 6, 2020 ("Original Term"), and City and Tenant now desire to
amend the terms of the Lease Agreement to provide for additional extension terms beyond the
Original Term, and to make other changes.
NOW THEREFORE, in exchange for the mutual promises contained herein, City and
Tenant agree to amend the Lease Agreement as follows:
1. Any capitalized terms not defined herein shall have the meanings ascribed to them
in the Lease Agreement. The recitals in this First Amendment are incorporated herein by this
reference.
2. Section 3 of the Lease Agreement is amended by replacing "three (3)" with "nine
(9)", thereby adding six (6) additional five (5) -year extension terms to the Lease Agreement
beyond the Original Term, and extending its total term to November 6, 2050, unless sooner
terminated as provided in the Lease Agreement.
Site Name: FL Lake Street BSI 802222
Crown BU: 802222
Cingular Site: 10020262
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3. Section 15 of the Lease Agreement is amended by deleting Tenant's notice
addresses in their entirety and replacing them with the following:
Tenant: AT&T Network Real Estate Administration
Re: 10020262
Suite 13-F West Tower
575 Morosgo Drive
Atlanta, Georgia 30324
With a copy to: AT&T Legal Department- Network
Attn: Network Counsel
Re: 10020262
208 S. Akard Street
Dallas, Texas, 75202-4206
With a copy to: Crown Castle South LLC
c/o Crown Castle USA Inc.
E. Blake Hawk, General Counsel
Attn: Legal -Real Estate Department
2000 Corporate Drive
Canonsburg, Pennsylvania 15317-8564
4. A new Section 35 is added to the Agreement as follows:
35. Right of First Refusal.
If the City receives a bona -fide, written offer from any person or entity
that owns towers or other wireless telecommunications facilities (or is in the
business of acquiring City's interest in this Lease Agreement) to purchase fee
title, an easement, a lease, a license, or any other interest in the Lease Property, or
City's interest in this Lease Agreement, or an option for any of the foregoing, and
the City is seriously considering accepting the written offer, the City shall provide
written notice to Tenant of said written offer, and Tenant shall have a right of first
refusal to acquire such interest on the same terms and conditions expressly stated
in the offer, excluding any terms or conditions which are (i) not imposed in good
faith or (ii) directly or indirectly designed to defeat or undermine Tenant's
possessory or economic interest in the Lease Property. City's notice shall include
the prospective buyer's name, the purchase price and/or other consideration being
offered, the other terms and conditions of the offer, the due diligence period, and
the proposed closing date. If the City's notice shall provide for a due diligence
period of less than sixty (60) days, then the due diligence period shall be extended
to be sixty (60) days from exercise of the right of first refusal and closing shall
occur no earlier than fifteen (15) days thereafter. If Tenant does not exercise its
right of first refusal by written notice to City given within thirty (30) days of
Site Name: FL Lake Street BSI 802222
Crown BU: 802222
Cingular Site: 10020262
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receipt of the aforesaid notice, City may convey the property as described in the
City's notice. If Tenant declines to exercise its right of first refusal, then this
Lease Agreement shall continue in full force and effect and Tenant's right of first
refusal shall survive any such conveyance. Tenant shall have the right to assign
the right of first refusal to any person or entity as part of an assignment of this
Lease Agreement. Notwithstanding the aforesaid, this right of first refusal is not
intended to apply to any other kind of similar written offer received by the City
from any other person or entity not described above, or any other written offer to
acquire the Lease Property and/or the parent, surrounding property owned by the
City on which the Lease Property lies within.
5. A new Section 36 is added to the Agreement as follows:
36. Management of Second Position on the Tower.
Upon request by the City, Tenant may solicit offers from wireless
telecommunication providers to collocate an antennae on the City's reserved
space located second from the top in accordance with the requirements set forth in
Section 4(b) of this Agreement. If Tenant is successful in obtaining a
telecommunication provider to collocate on such space, and the financial rental
terms of the collocation are acceptable to the City, the City agrees to split the rent
collected from such provider with the Tenant, as follows: the City shall receive
sixty-six and two-thirds percent (66.67%) of the rental proceeds and Tenant shall
receive thirty-three and one-third percent (33.33%) of the rental proceeds. In
conjunction with the aforesaid collocation, the City agrees to lease an additional
three hundred square feet (300 sq. ft.) of additional real property adjacent to the
Lease Property for the equipment of the future provider. There will be no
additional rent charged by the City for the additional three hundred square feet
(300 sq. ft.) of real property unless the Tenant requires the additional
telecommunications provider to pay additional rent or any other fee for the use of
the additional property. If such additional rent or fee is imposed by the Tenant,
the City will receive one hundred percent (100%) of such additional rent or fee for
the use of the additional real property .
6. A new Section 37 is added to the Agreement as follows:
37. Emergency Management Antennae.
In addition to the four other collocations referenced in this Agreement,
Tenant will allow the City to install a small radio antennae on the tower for
emergency management purposes. The location of the antennae shall be subject to
the approval of the Tenant and reasonable terms and conditions set forth in a
separate license agreement between the Tenant and City. Tenant's approval shall
not be unreasonably withheld.
Site Name: FL Lake Street BSI 802222
Crown BU: 802222
Cingular Site: 10020262
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7. Representations, Warranties and Covenants of City. City represents, warrants and
covenants to Tenant as follows:
(a) City is duly authorized to and has the full power and authority to enter into this
First Amendment and to perform all of City's obligations under the Lease Agreement as
amended hereby.
(b) Except as expressly identified in this First Amendment, City owns the Lease
Property free and clear of any mortgage, deed of trust, or other lien secured by any legal or
beneficial interest in the Lease Property, or any right of any individual, entity or governmental
authority arising under an option, right of first refusal, lease, license, easement or other
instrument other than any rights of Tenant arising under the Lease Agreement as amended
hereby and the rights of utility providers under recorded easements.
(c) Upon Tenant's request, City shall discharge and cause to be released (or, if
approved by Tenant, subordinated to Tenant's rights under the Lease Agreement as amended
hereby) any mortgage, deed of trust, lien or other encumbrance that may now or hereafter exist
against the Lease Property.
(d) Upon Tenant's request, City shall cure any defect in City's title to the Lease
Property which in the reasonable opinion of Tenant has or may have an adverse effect on
Tenant's use or possession of the Lease Property.
(e) Tenant is not currently in default under the Lease Agreement, and to City's
knowledge, no event or condition has occurred or presently exists which, with notice or the
passage of time or both, would constitute a default by Tenant under the Lease Agreement.
(f) City agrees to execute and deliver such further documents and provide such
further assurances as may be requested by Tenant to effect any release or cure referred to in this
paragraph, carry out and evidence the full intent and purpose of the parties under the Lease
Agreement as amended hereby, and ensure Tenant's continuous and uninterrupted use,
possession and quiet enjoyment of the Lease Property under the Lease Agreement as amended
hereby.
8. IRS Form W-9. City agrees to provide Tenant with a completed IRS Form W-9,
or its equivalent, upon execution of this First Amendment and at such other times as may be
reasonably requested by Tenant. In the event the Lease Property is transferred, the succeeding
landlord shall have a duty at the time of such transfer to provide Tenant with a completed IRS
Form W-9, or its equivalent, and other related paper work to effect a transfer in rent to the new
landlord. City's failure to provide the IRS Form W-9 within thirty (30) days after Tenant's
request shall be considered a default and Tenant may take any reasonable action necessary to
comply with IRS regulations including, but not limited to, withholding applicable taxes from rent
payments.
Site Name: FL Lake Street BS] 802222
Crown BU: 802222
Cingular Site: 10020262
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9. In all other respects, the remainder of the Lease Agreement shall remain in full
force and effect. Any portion of the Lease Agreement that is inconsistent with this First
Amendment is hereby amended to be consistent with this First Amendment. All of the
provisions hereof shall inure to the benefit of and be binding upon City and Tenant and their
successors and assigns. This instrument may be executed in any number of counterparts, each of
which shall be deemed an original and which together shall constitute one and the same
instrument.
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Site Name: FL Lake Street BSI 802222
Crown BU: 802222
Cingular Site: 10020262
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IN WITNESS WHEREOF, City and Tenant have signed this instrument under seal and
have caused this First Amendment to be duly executed on the day and year first written above.
CITY:
CITY OF WINTER SPRINGS,
a Florida municipal corporati
By: _ (SEAL)
Print N Kevin rth, City Manager
Site Name: FL Lake Street BSI 802222
Crown BU: 802222
Cingular Site: 10020262
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IN WITNESS WHEREOF, City and Tenant have signed this instrument under seal and
have caused this First Amendment to be duly executed on the day and year first written above.
TENANT:
NEW CINGULAR WIRELESS PCS, LLC,
a Delaware limited liability company
By: AT&T Mobility Corporation,
a Delaware corporation
Its: Manager
��— (SEAL)
Nellie Jabbari
Area Manager Real Estate Transactions
Site Name: FL Lake Street BSI 802222
Crown BU: 802222
Cingular Site: 10020262
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