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HomeMy WebLinkAboutBellsouth Mobility Lease Agreement -2000 11 07 , .. -1 . 1,' LEASE AGREEMENT . .. lIDS LEASE AG~NT is made this~day ofAiD'!nlb;Y, 2000, between the CITY OF WINtER SPRINGS, rida Municipal Co~oration, whose address is 1126 East State Road 434, Winter Springs, FL 32708, (hereinafter 'designated "City")imd BELLSOUTH MOBILITY (IN C., a Goergia 6 e'1'ol'llliOH authorized to do business in the State of Florida with. offices at 520 I Congress Avenue, Boca Raton, FL 33487, (herei,l1after designated "Tenant"). LLC!/ 111: /falJy'ut!. /rsJtJus-'l~.n~E~' i~ . . RECITALS: , , WHEREAS, Tenant desires to lease, from City the real property for purposes of constructing, operating, and maintaining a telecommunicatio~s tower and ~mtenmie and related appurtenances for purposes of providing wireless telecommuniCation services; and . ." ,. , .. ,WHEREAS, by adopting the Telecommunications Act of 1996,the United States Congress'. .. .,'. , has indicated that the development of telecommunications infrastructure is a national priority; and WHEREAS, the parties believe that this Lease Agreement is consistent with, and implements, the national priority established by the United States Congress III the Telecommunications Act of 1996; and WHEREAS, the parties believe that the implementation of this national priority through this Lease Agreement serves a public purpose. WHEREAS, City desires to lease the real property to Tenant for the public and private purposes stated therein. NOW THEREFORE, in consideration of the foregoing premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged" the City and Tenant agree as follows: LEASE AGREEMENT u--' _" 1. Real Property. City hereby leases to Tenant that certain parcel of real property located in Seminole County, State ofPlorida, together with the non-exchisive right for ingress and egress, seven (7) days a week, twenty-four (24) hours a day, on foot or motor vehicle, including trucks, and for the installation arid maintenance of utility wires, cables, conduits and pipes over, under or along a twenty foot (20') wide non-exclusive right of ingress and egress extending from the nearest public right of way, namely Shore Road , to the Lease Property, The Lease Property is more specifically described herein in Exhibit" A" which is attached hereto arid made apart hereof. Said Lease Property and non- , exclusive right of ingress and egress shall be hereinafter referred to as "Lease Property". City shall BellSouth Mobility Option and Lease Agreement I October 17,2000 -.. '. . ..._". ......,-.....--....'... ... ............... ,"h_," ........... ...... ".. . ",..... , .... ..'------.-.-..-- - ---.....-..---.-- . ';: "r.-a: ~, cooperate with Tenant in Tenant's effort to obtain utility services along said Lease Property by signing such documents or easements as may be required by said utility companies and as may be lawfully signed by City to further the.purpose of this Lease Agreement; provided, however, the foregoing language shall not be interpreted as requiring City to grant or expedite the consideration of any type of permit, ordinance, resolution, or approval. All utilities to the Lease Property shall be separately metered in Tenant's name and paidtbr by Tenant. In the event any public utility is urtable to use the aforementioned Lease Property, City hereby agrees to cooperate with the Tenant in locating an alternative suitable. right of way or utili!y easement either to the Tenant or to the public utility at no additional cost to the Tenant other than the rental amount stated in this Lease Agreement, provided that to do so i~ consistent with all requirements of Federal, State, arid local law and is determined not to be adverse to the public interest. In the event that no suitable right-of-way is made available that is a'cceptable to Tenant or the public utility, Tenant may immediately terminate this Agreement without any further liability hereunder, aIld City shall return to Tenant any prepaid rent attributabie, on a pro rata basis, to time periods after said' termination. Further, Tenant agrees that it shall carefully coordinate all applications for easements or other documents involving any type of governmental approvals-with the.City, and that to.that end City shall not be asked to join in or consent to any submittal to a.governmental entity without an adequate opportunity for City's professional staff or consultants to review the same and advise City. City shall have the ability to ask Tenant to include changes to its permit applications provided the changes: (a) do not add significantly to Tenant's development costs, (b) do not result in a significant delay, (c) are not contrary to Tenant's development plan and'(d) do not impair or alter the Tenant's intended use of the Lease Property. 2. Survey, Relocation. City also hereby grants to Tenant the right to survey said Lease Property, and the legal description on said survey shall then become Exhibit "B", which shall be attached hereto and made a part hereof, and shall control in the event of discrepancie~ between it an Exhibit "A". City grants Tenant the right to take measurements, make calculations, and to note other structures, setbacks, uses or other information as reasonably deemed by Tenant to be relevant and pertinent, as such information relates to City's real property, leaSed or otherwise abutting or surrounding the Lease Property. Cost for such survey work shall be solely borne by. the Tenant. If as a result of any tests or investigations conducted by Tenant, or if r~quired in connection with obtaining any nece_ssary zoning approvals or other certificates, permits, licenses, or approvals, Tenant desires to relocate all or any portion of the Lease Property.to other portions of City's adjacent property, City agrees to act in a reasonable and timely maimer with respect to the approval of such a relocated site. 3, ... Term; Rental Payments. This Lease Agreement shall be for an initial term offive (5) years beginning on the date this Lease Agreement is fully executed by both parties. Tenant shall have the option to extend this Lease Agreement for three (3) additiqnal five (5) year terms, and such extensions shall automatically occur unless Tenant gives City written notice of its intention not to extend this Lease Agreement at least six (6) months prior to the end of the current term. The first six months (6) months rent shall be One Bel/South Mobility Option and Lease Agreement 2 October 17,2000 --.-.,. . , , ~ ~ Thousand Five Hundred and noll OOths Dollars ($1,500.00) which shall be due and payable to the City in.full upon execution of this Lease Agreement. Notwithstanding any other termination rights available to Tenant under this Lease Agreement, Tenant, at its sole and absolute discretion, shall have the right to terminate this Agreement at any time dUring, the first six months (6) months with five (5) days prior written notice to. City. Notice of the Tenant's exercIse of Its right to terminate shall be.given to City in accordance with Paragraph 15. hereof, and shall.be effective upon receipt of such notice by the City as evidenced by the return receipt or acknowledgment of receipt, as applicable. The remaining six (6) months rent fo~ ~e first lease year shall be Fifteen Thousand and nollOOths Dollars ($15,000.00) which shall be due and payable t.o the City in full prior to beginning of the seventh month under this Lease Agreement. The rental amount for the second lease year under this L.ease Agreement shall be Thirty-One Thousand Five Hundred and nollOOths Dollars ($31,500.00) whiCh shall be due and payable in full in advance of the ~econd annivers~ from the effective date of this Lease Agreement. The rental amount for each su~sequent lease year. shall be . equal to the rental amount of the preceding lease year plus five percent (5%) of that amount. (For example, the rental amount for the third lease year shall be $31,500.00 x 1.05 = $33,075.00 and so 'H . on until the end of this Lease Agreement.) Rental payments shall be-due and, payable in advance on each anniversary from the effective date of this Lease Agreement. Rental payments shall be made payable to the City of Winter Springs or to such other person, firm or place as the City may, from time to time, designate in writing at least thirty (30) days in advance of any rental payment. If Tenant fails to pay the rental proceeds within ten (10) days of when due, Tenant shall pay a late fee to Tenant in the amount of five percent (5%) of the delinquent payment. 4. 'Use of Leas.e Property. Except as provided in this paragraph 4.0, all other uses of the Leased Property by Tenant are prohibited. a. Tenant's Use. Tenant shall use the Lease Property for the purpose of constructing, maintaining and operating a wireless telecommunications tower (the "Tower") and uses incidental thereto, consisting of an equipment pad/shelter or building or buildings as necessary now or in the future to shelter telecommunications equipment, a generator and related office space, a free standing monopole of a height of one hundred sixty-five feet (165') above ground level (AGL), and all necessary. connecting appurtenances (hereinafter referred to as "Cbriununications FaciIity")._The monopole shall provide for a total of five telecommunication carriers, including Tenant and City. The second space from the top of on the monopole shall be for the City's exclusive use and any rental amounts received from said second space shall be negotiated by and exclusively belong to the City; provided City's use does not exceed the capacity. requirement of a typical cellular communicatiQns provider and said use does not interfere with any other user of the Communications Facility in place prior to City. In the event that the City's use interferes with any pre-existing user of the Tower, including Tenant, City. shall rectify said interference within 48 hours after notice. If such interference is not rectified within said 48 hour period, City shall turn off power to the offending equipment (except for intermittent power for interference testing procedures). Tenant may at its discretion modify its antenna structure or building(s) consistent with the Communications Facility allowed under this subparagraph. A security fence consisting of chain link construction or BellSouth Mobility Option and Lease Agreement 3 October 17,2000 , < similar but comparable construction shall be placed around the perimeter of the Lease Property (not including the twenty foot (20') ingress and egress right of way). All ofT~nant's improvements shall be at Tenant's sole expense, Upon prior written approval of City, Tenant may temporarily use adjoining and adjacent land under City's control as is reasonaqly required during construction, installation, maintenance, and operation of the COinrilUnications Facility. At all times, Tenant will m'aintain the Lease Property in a good; safe and reasonable condition. It is understood and agreed that Tenant's ability to use the Lease Prope.rty is contingent upon its obtaining after the execution date of this Lease Agreement, of all the certificates, permitsand other approvals that may be required by any federal, state or local authorities. City shaH' cooperate with Tenant in its effort to optain such approvals. City agrees to sign such papers as are customarily and reasonably required to file applications with the appropriate zoning authority and/or commission for the proper zoning of the Lease Property as required for the Tenant's intended use set forth in this subparagraph. Tenant Will perfom1 all other'acts and bear all expenses associated with the zoning procedure. CitY agrees not to register any written or verbal position to the zoning procedures, providing Tenant's zoning request is consistent with this Lease Agreement. Notwithstanding any other termination rights available to _...,.. - T~l}~J;1! :tl11gerJ.h~s. Lease Agreement, Tenant, at its sole and absolute discretion, shall have the right..... . ..... .-.' to terminate this Agreement with ninety (90) days prior written notice to City. Notice of the Tenant's exercise of its right to terminate shall be given to City in accordance with Paragraph 15. hereof, and shall be effective upon receipt of such notice by the City as evidenced by the return receipt or acknowledgment of receipt, as applicable. All rentals paid to said termination date shall be retained by the City. Upon such termination, this Lease Agreement shall become null and void and ali the parties shall have no further obligations, including the payment of money, to each other. b. CoUocationon Lease Property. It is the City's desire to grant the leasehold interest provided for herein to the Tenant in order to prevent the proliferation of Communication Facilities within the City of Winter Springs. Therefore, the parties hereto speCifically agree that the Tenant shall allow at least four other telecommunication companies (or three of such companies and the City), said telecommunication systems being similar in nature to those of Tenant, including direct competitors of Tenant to co-locate antennae. facilities on the monopole to be erected on the Lease Property during the term of the Lease and buildings on the ground space. Refusal to make the monopole available to other co-users on a reasonable basis shall constitute a material breach of this Lease Agreement and entitle City to terminate this Lease Agreement ,without penalty. The co-location space which is the. second from the top sh~l.pe exclusively reserved for City's use. Further; nothing contained in this paragraph shall obligate Tenant to allow co-location of antennae facilities on the monopole which would unreasonably interfere with the primary use of the monopole by the Tenant Other wireless telecommunications providers which collocate their antennae lInd related appurt~nances on the Lease Property, shall be required to first execute a consent agreement with the City under terms and conditions substantially similar to the'terms.and conditions contained in this Lease Agreement, including, but not limited to, co-locator directly paying City the collocation rent, co-locator separately leasing ground space for its equipment, and further provided that the co-locator fully abide by such covenants and conditions as are contained herein to protect City's property. City agrees that said consent agreements with co- locators shall not contain terms which, on their face, extend beyond the term of this Lease Agreement. All co-locators (with the exception of the occupant(s) of the City's space as provided BellSouth Mobility Option and Lease Agreement 4 October 17,2000 .j; , ~ in Paragraph 4. a.) shall pay City a monthly rental amount of One Thotlsand and nolI OOths Dollars ($1,000.00) per month which shall be made payable as required in the consent agreement. Said monthly rental amount (plus any sales tax due) shall be the total amount payable for the City's consent. To the extent feasible, all co-locators' ground eqUipment ,shall be located within the Lease Property . ,.' c. Tenant's Maintenance. Tenant shatl have the sole responsibility for the maintenance, repair, and security of the Lease Pr<;>pertyand its Communication Facilities and other property and equipment of Tenant located thereon, and shall keep the same in good repair and condition during the term of this Lease Agreement. Tenant shall keep the Lease Property free of debris and 'any dangerous, noxious, or offensive material which would create a hazard or interfere with the Leased Property and City's surroundIng property. Unless otherwise a.greed by City, maintenance and repairs to Tenant's ComrrlUnication Facilities which have the potential to create noise or be disruptive shall be restricted between the hours of between 7:00 a.m. and ,7:00 p:m., Monday through Saturday, excluding holidays. Notwithstanding anything contained herein to the contrary, emergency repairs to.the, Lease Property-(e.g., repairs-or maintenance necessitated by an interruption of Tenanfs services as determined in Tenant's discretion) may be conducted at any time as reasonably re'quired. . . retain d. Lighting Color of Mopopole/BuiJding. Tenant, shall the galvanized steel finish of its monopole so that it that blends with the surrounding area. Tenant shall paint its equipment building a color.that blends with the surrounding area and shall mairitain the paint in an appropriate manner to make the l:milding as unobtrusive as possible~ Unless affinnatively required by Federal or State law, the Tenant shall not affix any type of strobe light to the monopole or place the same on the Lease Property. e. Compliance with Laws. Tenant shall comply with all present and future Federal, State and local laws, rule~ and regulations in connection with the installation, use, operation, repair, arid maintenance of the Lease Property, monopole, and other Communication Facilities. Failure to comply with such laws, rules, and regulations shall constitute a material breach and default under this Lease Agreement. Tenant shallt:>e solely responsible for any penalties and fines arising out of or in any way connected with the violation of, or non-compliance with, such laws, rules, and regulations. Notwithstanding the foregoing, Tenant shall not be responsible for violations ofJaws, rules and regulations with respect to any pre-existing condition of the Lease Property or matters caused by City or third parties. 5. Tenant Indemnity arid lIold Harmless. Tenant shall indemnify and hold harmless City and its officers, employees, attorneys, and agents from and against every demand, claim, c~use of action, judgment and expense, including reasonable attorney's fees through all trial, administrative, post judgment, and appellate proceedings, and all loss and damage arising from any injury (including death) {)r damage to the person or property of Tenant or to the person or property of Tenant's agents; servants, employees, guests, invitees, or to any other person or personal property on the Lease Property, including, but not limited BellSouth Mobility Option and Lease Agreement 5 October 17,2000 . ~ to, City's agents, servants, employees, guests, invitees, and personal arid real property; (i) where the injury or damage is caused by any act or omission of Ten ant, its agents, servants, employees or any other person entering upon the Lease Property under express or implied invitation of Tenant; and (ii) where the injury or damage results from the violation. created .by .Tenant, its agents, servants, or employees, of any law, ordinance or governmental order of any kind, or of the provisions of this Lease Agreement; and (iii) where the injury 'Or damage is in any'way related to or connected with the conduct of Tenant's use and occupancy of the Lease Property. a. Indemnification Condition. This indemnification shall obligate the Tenant to defend at its own expense or to provide. for such defense, atthe option of the City as the case may be, of any and all claims, liability and all suits and actions of every name and description that may be brought against the. City or its employees, .. officers, attorneys, and agents for which Tenant has an indemriificatory obligation under Paragraph 5.0,. except, however, such claims or damages as may be due or caused by the City, or its servants. or agents. Buch indemnification shall be satisfied within the policy limitations by the exist~nce of the insurance coverage required by this Lease Agreement. ... For any claim in excess of the policy limitations specified in this Lease'Agreement;or for any claim which is exc.1uded'from the policy required' in this Lease Agreement, the Tenant maybe subject to any legal or equitable proceedings arising from this indemnity. The City shall be permitted to 'choose legal counsel of its sole choice, the fees for which shall be subject to and ineludedwith this indemnification provided herein. b. City's Responsibility. City shall be responsible for the acts and omissions of itself and its officers, employees, and agents to the extent permitted by law. c. Limitation of City's Liability. The obligations of City under this Lease Agreement do not constitute personal obligations of the individual officers or employees of City, and Tenant shall look solely to the Lease Property that is subject of this Lease Agreement and to no other assets of the City for satisfaction of any liability in respect of this Lease and will not seek recourse against the individual officers or emplqyees of City or any other personal assets for such satisfaction. d. Survival. This paragraph shall survive the termination of this Lease Agreement until all applicable statute of limitations have expired. --,..... 6. General Liability Insurance. Tenant shall continuously main!ain in force, at all times during the term of the Lease Agreement, and at its sole cost and expense, a Commercial General Liability or Business Owner Liability insurance policy with a single limit, per occ~ei1ce, for bodily injury and property damage of not less than 'One Million and noll 00 Dollars ($1,000,000.00) and with the City of Winter Springs named as an additional insured as its interests may appear from time to time and shall submit proof of same prior to commencing construction of the monopole or any Communication Facilities on the Lease Property and thereafter upon request of the City. Failure on the part of Tenant to maintain the required liability insurance shall constitute a material breach of the terms of this Lease Agreement. Certificates of insurance for any such insurance policy required to be obtained by BellSouth Mobility Option and Lease Agreement 6 October 17, 2000 -----. 0 Tenant in compliance with this paragraph shall be filed and maintained with the City annually during the term of the Lease Agreement or filed more frequently at such time Tenant changes its insurance policy. Tenant shall immediately advise the City of any claim or litigation that may result in liability to City. From time to time, the City and Tenant, shall negotiate appropriate increases in the minimwn limits of insurance required in this Lease Agreement in consideration of an increase in the cost-of-living or changes in case law or jutj verdicts for damages in Florida that may increase liability of Ten ant or tIle City, Failure ofthe parties to agree on an increase; the required limits for all types of insurance coverage required hereund~r shall increase by 25% over the minimum limits as required prior to the parties commencing negotiations for an insurance coverage iricrease. Notwithstanding the foregoing, the parties agree that the required limit for each type of insurance coverage required hereunder shall not increase by more than 25% during any five year period during this Lease Agreement. All policies shall contain an endorsement which requires at leasithirty (30) days prior written notice to the City of Winter Springs by the insurer of any intention not to renew such policy or to' cancel, replace or materially alter the same. "..- -. H_ .d_.,...... a." -.. .- Other Insurance. Tenant shall also contipuously maintain in force;at all . . - ~ . . . . - - -~ times during the term. of the Lease Agreement, and at its sole cost and expense,' an automobile . . liability insurance policy covering all owned, hired and non-owned vehi~les ih use by' Tenant, its employees and agents, with personal protection insurance and property protection insurance to comply with the provisions of state law, with minim.um limits and applicable requirements as set forth in paragraph 6.0. In addition,' workers' compensation insurance shall be continuously maintained which meets applicable state and federal law. 7. Taxes. Tenant shall be responsible for making any necessary returns for and paying any and all property taxes separately levied or assessed against its improvements on the Lease Property. Tenant shall annually reimburse City as additional rent for any increase in real estate taxes levied against the Lease Property which are directly attributable to the improvements constructed by Tenant and are not separately levied or assessed against Tenant's improvements by the taxing authorities. If Tenant fails to pay all taxes as provided above; City may pay the same, and upon written request, subject to a thirty (30) day grace period, Tenant shall be in default and City shall have aU other remedies available at law or ~nder this Agreement to collect and pay the taxes from TenanUind Tenant shall immediately reimburse City for the amount thereof (including penalties and interest thereto) plus interest at a rate of 21 % per annum. Notwithstanding the foregoing, City hereby agrees that if the taxes which are levied against Tenant's improvements on the Lease Property are incorrectly assessed, Tenant maintains the right to appeal. the tax assessment to the appropriate governmental authority, said appeal shall be paid for by Tenant. 8. Removal of Ten ant's Property Upon Termination. Upon termination of this Lease Agreement, Tenant shall, within ninety (90) days, remove all of its Communications Facilities and restore the Lease Property to its original above grade condition, ordinary wear and tear and damage by casualty excepted. At City's option, when this BellSouth Mobility Option and Lease Agreement 7 October 17,2000 -q ~ Lease Agreement is terminated and upon City's advance written notice to Tenant, Tenant will leave the foundation and security fence to become property of City at no cost to City. If such time for removal causes Tenant to remain on the Lease Property beyond such ninety (90) day removal period, Tenant shall pay rent at the then existing monthly ~ate or on: the 'existing:annual pro..,rata basis if based upon a longer payment term, Until such time'as the removal of the Communications Facilities. are completed. Notwithstanding, if at the' time this Lease' Agreement terminates ariotper telecommunication provider is co-locating on Tenant's Tower, pursuant to an existing consent agreement with City, Tenant may elect to: (a) retail) ownership of the Tower and delay such removal to the extent necessary to permit the co-location(s} to coritinueoperating under the terms and conditions of their consent agreement with City, (b) transfer or sell the Tower to an existing co- locator in accordance with Tenant's master agreerrient wi,th said co-Ioc;ator, provided the ~xisting co- locator, agrees to be bound by the terms (>f this Lease Agreement, including but not limited to, the payment of the rent due hereunder, or (c) transfer the Tower to the City for its currerit fair market value. Upon t~rminati6n of this Lease Agreement and removal of Tenant's Communication Facilities, Tenant shall be released of any liability occurring on the Lease. Property after such termination and removal, except full removal'ofthe'Communicatioh Facilities shall not be required to release such liability if the Communication Facilities are required to remain on the Lease Property for co-Iocation(s) pursuant to this Lease Agreement and Tenant conveys its fun interest and title in the remaining Communication Facilities to the City or a telecommunications providyrco-locating on the Lease Property. The communications facilities, equipment, improvements, fixtUres and other property of Ten ant and its subtenants and/or licensees on the Leased Property shall be and remain the personal property of Tenant and/or its subtenants and/or licensees shall be entitled to take or remove all or any portion of their respective Communications Facilities, equipment, improvements, fixtures and other property- from the Leased Property without any hIndrance by, through or under City or the holder of any mortgage, deed, of trust, ground lease or other encumbrance. . Notwithstanding the foregoing provisions, the Communications Facilities shall remain the personal property of the Tenant, but in the event Tenant abandons its Communication Facilities on the Leased Property, and ifCity desires to regain the Le~sed Property, then at any time thereafter, City may forthwith reenter and take possession of the Leased Property without process, or by any other lawful means. 9. Future Sale or Lease of City's Property, .-'.-. Should the City, at any time during the term of this Lease Agreemerit, decide to sell all or any part of its real property which includes the Lease Property to a purchaser'other than Tenant, such sale shall be under and subject to this Lease Agreement and Tenant's rights hereunder. City agrees not to sell, lease or use any other areas of the larger parcel upon ~hich the LeaseProperty is situated for the placem~nt of other comI11Unication's facilities if such installation wouid calise interference to Tenant's aoility to receive or transmit wireless communication services from Tenant's Communication Facilities located on the Lease Property or the communications equipment of any other users of the Tower, as determined'in Tenant's discretion. BellSoulh Mobilily Option and Lease Agreement 8 October 17, 2000 --, < < 10. Peaceful Enjoyment. City covenants that Tenant, on paying the rent and performing the covenants contained in this Lease Agreement shall peaceably andquietly, have, hold.arid.enjoy the Lease Property. .,..ii'. 11. Title to Property. City covenants that City is seized of good and marketable title and interest to the Lease Property and has full authority to enter into and execute this Lease Agreement, subject to any encumbrances recorded in the public records of Seminole County, Florida. 12. Entire Agreement/Modifications. It is agreed arid understood that this Lease Agreement contains all agreements; promises and . ~'-' .. understandings between the City and Tenant and that no..verbal.or oral agreements, promises or understandings shall be binding upon either the City or Tenant in any dispute, controversy or proceeding at law, and any addition,vanation or modification to this Lease Agreement shall be void and ineffective unless made in writing and signed by the parties. 13. Venue and Jurisdiction. This Lease Agreement and the performance thereof shall be governed, il1t~rpreted, construed and regulated by the laws of the State of Florida. The parties hereto agree that the state or federal courts located in the State of Florida shall have exclusive jurisdiction over the parties and the subject matter of any litigation between the parties herelU1der. For purposes of state court action, venue shall lie within Seminole County, Florida and Orlando, Florida, for federal court action. 14. Limited Assignment. This Lease Agreement may not be sold, assigned or transferred at" <lny time except to: (a) Tenant's principal, affiliates or subsidiaries of its principal or to any company upon which Tenant is merged on consolidated, (b) Crown Communications, Inc. or any principal, affi1 iate.s_ . or subsidiaries of its principal or (c) an. entity. with a financial net worth in excess of Fifty Million Dollars ($50,000,000.00). As to otherparties, this Lease Agreement may not be sold, assigned or transferred without the written consent of the City such consent not to be unreasonably withheld. City will consent to co-location on' the -Tower; provided anY such co-locator complies with the provisions of subparagraph 4. b. of this Lease Agreement. ! 15. Notices; All notices hereunder must be in writing and shall be deemed validly given if sent by certified mail, return receipt requested, or by a national overnight receipted delivery serVices which provides signed acknowledgments of receipt (including Federal Express, UPS, Emery, Purolator, BellSouth Mobility Option and Lease Agreement 9 October 17,2000 .. .,..., ...".,.."...t'->....,.,.....'..........,. ------.--- = : DHL, Airborne and other similar couriers delivery services), addr'e.ssed as follows (or any other address that the party to be notified may have designated to the sender by like notice): CitY: City ofWintet Springs. . Ronald W. McLemore, City Manager 1126 East State Road 434 ~ Winter Springs, FL 32708 Phone:407-327~1800 Fax: 407'::327-6686 Tenant: BellSouth Mobility~ LL ~ 5201 Congress Avenue. ~H-. Boca Raton,FL 33487 Attn: NetworkReal Estate Manager Phone: 561,.995-3000 .. .. ..~., . .. ~ ._~>-.. . Fax: 561-995-3594 ... ., . . ~. . . -..- .. ~., _ ,4.'. For Legal Notices only, a copy to: BellSouth Cdlulal CU1J.T. "ltuJ/ur'y' u(!. Suite 910 1100 Peachtree Street, N .E. Atlanta, Georgia 30309-4599 Attention: Legal Department 16. Binding Agreement. This Lease Agreement shall extend to and bind the heirs, personal representatives, successors and assigns of he parties hereto. 17. Non-disturbance Instrumen t: At City's option, this Lease Agreement shall be subordinate to any mortgage by City w.hJch from time to time may encumber all of part of the Lease Property, provided, however, every such mortgage shall recognize, in a form substantially the same as the Subordination and Non-disturbance Agreement attached hereto as Exhibit B, the validity of this Lease Agreement in the event of a foreclosure of City's interest and also Tenant's right to remain. in occupancy of and have access to the Lease Property as long as Tenant is not in default of this Lease Agreeilient. Tenant shall execute in a timely manner whatever instruments as may reasonably be required to evidence this subordination clause. In the event the Lease Property is encumbered by a mortgage, the City, no later than thirty (30) days after this lease is .exercised, shall have obtained and furnished to Tenant a non-disturbance instrument in recordable form for each such mortgage. BellSouth Mobility Option and Lease.Agreement JO October 17, 2000 -.-- ",. .. ... -,.. .... "-,.,,....,'..,.,. . .... ....... ...... -, ...... ..-."' .,..... ... ... ".... . .... . . '. .-... .... ;' ;' 18. Waiver of Statutory Lien. City disclaims and waives any now existing or hereafter arising landlord9s lien or other statutory or non-statutory lien or security interest in Tenant's and/or its subtenants and/or licensees' Communications Facilities, equipment, improvenients, fixtures and other property. ....i;.,-. 19. Condemnation; Casualty. If the whole of the Lease Property or such portion thereof as will make the Lease Property unuSable for the purposes herein leased, are condemned by any legally constituted authority for any public use.or purpose, then in either of said.events this Lease A.greement shall terminate from the time when possession thereof is taken by public authorities, and City shall return to !enant any prepaid rent attributable, on a pro rata basis, to time periods after said termination: Any lesser cortdemnation~hall in rio way affect the respective rights and obligations of City and Tenant hereunder. Nothing in this provision shall be cOQ.strued to limit or affect Tenant's right to an award . of compensation from the condemn~ng authority of-any eminent domain proceeding for the taking of Ten ant's leasehold interest hereunder. If Tenant's Communications Facility or improvements are severely damaged or destroyed by fire or other casualty so that the repair or replacement thereof will cost in excess of twenty-five percent (25%) of the fair market value of the COmInunications Facility or any improvements, Tenant sha~l not be required to repair or replace the Communications Facility or any of Tenant's improvements made by Tenant, and Tenant may ~erminatethis Agreement by giving written notice to City. Upon such termination, the City shall return to Tenant any prepaid rent attributable, on a pro rata basis, to time periods after said termination. 20. Title Policy; Title Defects. \ Tenant, at Tenant's option and expense, may obtain titie insurance on the space leased herein. City shall cooperate with Tenant's efforts to obtain such title insurance policy by executing documents or, at Tenant's expense, obtaining requested documentation as required by the title insurance company. If title is found to be defective, CitY shall use diligent effort to cure the defects in title. At Tenant's option, should the City fail to provide requested documentation with thirty_(3.0) days of Ten ant's request, or fail to provide the Non-disturbance instrument(s) as noted in Paragraph 17 of this Lease Agreement, Tenant may. withhold and accrue the annual rental until such time as the requested document(s) is (are) received, oriftitle is found to be defective and City has failed to cure the defects within a reasonable period, Tenant may cancel this LeaSe Agreement or cure the title defect at City's reasonable expense utilizing the withheld payments. In the event that the Lease Property is encumbered by a mortgage andthemorigage requires the consent of the Mortgagee to leases and/or improvements on the Lease Property, City shall provide Tenant with the prior written consent of the Mortgagee to this Lease Agr~ement,as required under the terms of the mortgage. Should City fail to obtain the written consent of the Mortgagee, as required, Tenant, at Tenant's option, may withhold and accrue the annual rental.until such time as the consent is received or cancel this Lease Agreement. BellSouth Mobility Option and Lease Agreement II October 17. 2000 . ......,""....".......Y'O............_._...___.._..._.. ..-_..-.,._._...... ,.. .-'....... ,,-.. ..... --.------. -_._-~---~.. ..... . ~ 21. Tenant and City Default. If Tenant defaults in fulfilling any of the covenantS of this Lease Agreement and s~~h default shall continue for sixty (60) days after Tenant's re'ceipt of written notice from City specifying the nature of said default, or, if the said default1;o specified shall be of such a nature that the same cannot be reasonably cured or remedied within such sixty (60) day period, if Tenant shall not in good faith commence the curing or remedying of such ~~fault within such sixty (60) day period and shall not thereafter diligently proceed therewith to completion, then in any one or more of such events t4is Lease Agreement shall terminate and coine to an end as fully and completely as if such were the. day herein definitely fixed for the end and expiration of this Lease Agreement and Tenant shall then quit . and surrender the.Le~eProperty to City as provided herein., Notwithstanding in the event of default by Tenant, the City shall have the right, at its option, to any other remedy the City .may have by operation of law. ............ . If City defaults in fulfilling any of the covenants of this Lease-Agreement 'and 'such default shall continue for sixty (60) days after City's receipt of written notice from Tenantspecifying the nature of said default, or, if the said default so speCified shall be of suth a nature that the same . . cannot be reasonably cured or remedied within such sixty (60) day period,if City shall not in good faith conimence the curing or remedying of such default within such sixty (60) day period and shall not thereafter diligently proceed therewith to completion, then Tenant may terminate this Lease Agreement and/or pursue any other repledies Tenant may have at law or in equity, including the right to specifically enforce the teinisofthisLease Agreement. 22. Attorney Fees. In connection with any litigation arising out of this Lease Agreement, the prevaiHng party, whether City or Tenant, shall be entitled to recover all reasonable costs incurred including reasonable attorney's fees for services rendered in connection with any enforcement of breach of contract, including all trial, appellate, and post judgment proceedings. 23, Radon Gas. ...-...-.. In accordance with Florida Law, the following statement is hereby made: RADON GAS: Radon is a natural occurring radioactive gas that~ when it has accumulated in a building in sufficient quantities, may . c 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. BellSouth Mobility Option and Lease Agreement 12 October 17, 2000 24. Hazardous Substance. a. Tenant Indemnification. Tenant shall hold City harmless from and indemnify City against .and from any damage, loss, expens~s of liability, including reasonable attorneys fees, resulting from th~ discovery by ani person of hazardous substance generated, stored, disposed of, or transported to or overthe'"Lease Property by Tenant, its agents, contractors, employees, or invitees, as long as such substance was not: (a) stored, disposed of, or transported to or over the Lease Property by City, its agents, coptractors, employees, or invitees, (b) present on or about the Lease Property prior t~ the date of thi~Lease Agreement, or (c) stored, disposed of, or transported to or over the Lease'Property by a third party or entity which is not affiliated with or controlled by Tenant. b. Tenant Represcntations/Warranties and Indemnification. Tenant represents and warrants that its use of the Lease Property will riot generate any hazardous substance and that it will 'not, in violation of any applicable law or regulation, store or dispose on or near the Lease.Property.-nor transport to or near the Lease Property, any hazardous substance, In the event..'. . -~-" Tenantbreaches the aforementionedhazardbus waste representation and warranty, Ten~t shall hold City harmless from and indemnify City against and from any damage, loss, expenses, or iiability, including reasonable attorneys fees, resulting fr()m the discovery by any person of hazardous substance generated, stored, disposed of, or tran~ported to over the Lease Property by Tenant,its agents, contractors, employees, or invitees. c. Indemnification Condition. The indemnification condition ~tated In paragraph 5a shall apply to the indemnification in this paragraph 24. This indemnification shall survive the termination of this Agreement until all applicable statute or limitations ba~e expired. d. City Representation and Responsibility. City represents to Tenant that to the best of City's knowledge and belief th~re are no ~azardous substances present on or within the Lease Property. Should City learn of the presence of hazardous substances on or about the Lease Property during the existence of this Lease Agreement, City agrees to provide written notice to Tenant of such presence. City agrees to be responsible for any hazardous substance generated, stored, disposed of, or transported to or over Lease Property, provided suchsu_bstance was stored, disposed of, or transported to or over the Lease Property by City or its employees. ,-~ ~'. 25. Counterparts. This Lease Agreement may be executed in counterparts; each of which shall be deemed an original, ang such counterparts shall constitute but one and the same Lease Agreement. 26. Fitness for Use. City makes no warranties or representations as to the fitness of the Lease Property for the uses intended by the Tenant, whatsoever. Furthermore, City does not warrant or guarantee that the use or zoning of surrounding properties will not be of such a nature that could interfere with Tenant's BellSouth Mobility Option and Lease Agreement 13 October 17,2000 . .. '. -...... .." _, ..... .. ..... ". _ .._.... ._,......_..... hno>_." .......', ...-.-....-...... "" '. . use of the Lease Property during the terms of this Lease Agreement. "Hov;ever, City agrees to not lease adjacent property to third parties for installation and use of wireless communications facilities which interfere with Tenant's use of the Lease Property. 27. No Joint Venture. ...,,'.. Nothing herein shall be deemed to create a joint venture or principal-agent relationship between the parties, and neither party is authorize~ to, nor shall either party act toward third persons . ' . or the public in any manner which would indicate any such relationship with the other. 28. Tenant's Due Care. Tenant shall at all times exercise due care and shall install, operate, maintain, 'and repair the . . Communication Facilities on the Lease Property using commonly accepted methods and devices for preventing failures and accidents which are likely to cause damage, injuries, or nuisances to the public or damage to the Lease Property-and'the'surrounding real and personal.property owned by City. The Lease Property shall be kept and maintain.ed in a safe, suitable, substantial condition, and in good order and repair. . 29. Agreement Not ~ecord~ble. This Lease Agreement shall not be recorded in any public records; however, at either party's election, a mutually acceptable short form may be recorded to place parties on notice of the existence of this Lease Agreement. 30, Sovereign Immunity. Nothing contained herein shall be deemed a waiver, by either party, of the City's right to sovereign immunity or other limitations imposed by Section 768.28, Florida Statutes. 31. Waiver. Failure of the orie party to insist upon performance by the other party of any provision of this Lease Agreement within any time period shall not act as a waiver of the one party's right to later claim a failure to perform on the part of the other party. 32. Right to Refuse AdmiSSion to Property an~ to. Eject. ,- " City reserves the right to refuse admission to the Lease Property to any person not known by City or properly identified; to eject any person from the Lease Property whose conduct may tend to be harmful to the safety and interests of the Lease Property, the surrounding real and personal property owned by City, and any tenant, to close any part of the Lease Property during any riot or_ other incident where the public health, safety, or welfare may be impaired. BellSouth Mobility Option and Lease Agreement 14 October 17,2000 ..... 33, Termination of Lease due to Interference; If City determines, in its reasonable discretion, that Tenant's Communications Facility interferes . and jeopardizes City's operation, maintenance; anqrepair of the City's utilities system located thereon as they currently exist, City shall give Tenant one hundred eighty (180) days prior written notification and Tenant shall have sixty (60).days in which to cure such interference before City shall have the right to terminate this Lease Agreement without penalty, hQwever, in such case, Tenant shall have no further obligation or liability beyond that incurred as 'oftheterminationdate, and the City shall return to Tena.rlt. any prepaid re'Qt attributable, on a pro rata basis, to time periods after said termination. City also, at all times during this Lease Agreement, reserves the right to. take any action it deems 'necessary, in its sole and absolute discretion, to operate, repair, J:l1aintain, alter or improve its. lltilities systems and its attendant systems. located on the Lease Property and Surrounding property; provided, the City agrees to act in good faith to avoid interference with Tenant's use of the Lease Property, and the provisions of the foregoing sentence shall apply. if Tenant'sCom.munications Facility interferes and jeopardizes said operation, repair, maintenance, . ... " ,_. - -.--.. alteration or improvements. IIi addition, if the City's use of its..property. causes significant interference with Tenant's ability to receive or transmit from the Lease 'Property, Tenant may terminate this Lease Agreement upon sixty (60) days written notice. . 34. Headings; Interpretation. All headings in this Lease Agreement are for convenience only and shall not be used to interpret paragraph numbers or construe its provisions~ Any reference in this Lease Agreement to a whole number paragraph (e.g. 26.0) shall mean to include not only the whole number paragraph, but ~lso any subparagraphs thereto (e.g. 26.1,26.2, etc.) IN WITNESS WHEREOF, the parties hereto have set their hands and affixed their respective seals. Signed, sealed and delivered In the presence of: (~~LG~~ .. ::TY ~~ .'-"-. Name: .-A-1:J-::J2..L~ ~~ ~~ PAUL PARTYKA - (J Mayor " BellSouth Mobility Option and Lease Agreement 15 October 17. 2000 ---------- -- -.-.-----.___.., .... on. ._. ._ .. ....... .. ..._..________....._.._u.__.__._.... .....u...__._ o A/Tenant <." \ BELLSOUTH MOBILITY, iN€=-it:::c! fl Georgia CO'1'ortition4'; A~toy LL~ I /T5 soL.€' mLmt!JtEL ;U?~-~ 'iJ ~~~ Name: 7). a.'~V.D""~/.D Name:ei>. &... .... Nam~b Title: nJ3S.. 1'187"/)"-" c>P",,",if;"7'/DAfS ~ . . STATE OF FLORIDA COtJ:NTY OF SEMINOLE ,. .,....... ~ . . . ...... .. . ...._...,. , . BEFORE ME the undersignedauthority, personally appeared PAUL PARTYKA the Mayor . of the City of Winter SpriIlg~, a Florida Munici pal Corporation who produGed ~(lQ)} :D (f'r1a V .~ k.AWUJ>1 h,r. ~eatien arid who aekpowledged the foregoing instrument for the purpose's set forth the in. Ih' "'_hLG...... ~ak ~f-<-~ ~Jj~ My Commission CC920806Notary Pu~hc.' State ?fFlonda .. ~ . '''",,'./ Expires March 21,2004 My CommISSIOn expIres: (11\a ~ d\ 3..( , (J,L,{)LI I I STATE OF 6eo~c:?h4 COUNTY OF PoL rD,.j LLe. BEFORE ME., the undersign~d authority, r;ppeared &>/B"IVO~ , the .1J:p..s !1.leIwDd ~f BELLSOUTH MOBILIT+'-INC., a Cc.OIgia corporation, on behalf of the corporation, who produeetl 1.5 ~ornl ~ lo1G'\~}r'1 ~~ntification and who acknowledg~~ .!~e foregoing instrument for the purposes set forth therein. ~f;,.~ NotaryPublie, State ~f6eb~I.a. . My Commission expires: oz-/~/~o~ . o,WI~ "df- c.o<u1~ ' BellSouth Mobility Option and Lease Agreement 16 October 17, 2000 ,-~ . Exhibit A : LANO DESCRIPTION 1" ; (CtU. TOWER .srm ... ., A P ~Rcn. OF' lANO e!lNQ A PORl1~ Q1' .I.QT. 100. ,SLO~ 0: or THE P\,A T "D,R. ""T~n.1.:S SURVEY OF Tl-It L.tVY C'lAAT ON~ LAl<t ~S$Jp;" AS. RlCMCm IN P'..4T8001< 1, PACE :s; OF THi: ~ufJUC M:COft~.~'~INOL! COUNTY. F\.ORIOA. iDNO ~ l.lORE. PA,RTIC'ULARL.Y CEsat~~D. AS"~OWS: . COI.ft.4e;NClNCl AT n1P.: HOR'JriWT COftHER or..n-tt. PUT "NoRTH OfitUNCO' RAN OilS' ~C. 1", AS M:CO"OED IN : fiLA T, !I001< 12.P A Of: J. OF' l1-IE puauo. RECORDS CFsntlNCU COUNty, ~ ~oA;"h-IENtE scu~ on 1'3r' EAst .. . ~ONG THE ~ST RICHT ~ WAY UN~ rO"SHORE ~OAl)AS SHO'llN ON~ SAlO Pt..}. T. A OIST ANCE a: 20.~J FET': 'TH~c;t.OEP;lRnNC SAID RIOHT OF WAY; NCATH ~T:37'~. EA$T, AOISTANC€ .9F1aeo.~2FE:ET. 1riEN~ SOU'TH OO'22'0!5" ~.lST, A OISTANCEOf' 2~O~ Pur TO .TH!POU~T or BEe)lNNINO;' THENCt cOt'fTlNUe: SOU'TH oe:22"co" EAST. ,,' OIST ~NCE CF 1 00.00 '~r: lT1ENct SCUn1 a:r~7'~~".~sT,A C1srANa:.oF'.'()O.oo rrrr: THEN<:( ~JH OO"'22~O~. 'M::S'T. ADlsrAN~ OF' 100..00rteT:n1ENC!: NOftiH 8J'37'55" .f:ASi, A CISfANC!:(Y 100.00 ~~,.~::TH~. "~IN~ .~f'_ B~GlN.N:N(l, SAlO UNCS SItUATE IN n-ie: CI'TY. OF' .W1N'"T'm ~ftINC3, ~lNot.! COUN'rr', Ft.O~bA ANO CCfiTAlN 10;OOosOUAAE: f'E.ET~. J.4QRE: 0" L!5S, . - .- "- - LAND~N (ACCESS ANDUl'ILITY~ A PARCEL OF J..AND BEING A PORItoNOF LOr. 100, BLOCK D. OF. nm PLAT.""D.R. Ml.OCHELL's SURVEY OF TEE I..EVYGRANT" ON:LAKE JESSlTP'". AS RECORDEr) IN PLAT OOOK:4 PAaB 5. OF mE Pf.lBLIC RECORDS OF aEMINOLE' COONTY;FLORJDA, BEING MORE PARTIctJLA1U.YDESOIaEoASFOLLOWS:.. . ' . .. . ro.MMENCE A'r'l'HB NOR"I'T:IP.AST CORNER: OF mEPLAT"NORT.Ji 0Rr.AN00 RANCHE$.SEC.: 1",. AS R8CORDBo IN PLAT BOoK 12, PAGE 3, Of'11m l'OBLIc RECOJU)S OP.~ COUNTY, FLORIDA,. AND RUN nmNCB .Al..ONG 'WE l!AST RIGm" QIJ WAY lJNE OF ~ ROAD. AS SHOWN UPON SAIOP.LA:t SburHorU'3T"E.AS':r.ADISTANCEOF20,..93.F$'rTQ nm~ Of!' BEGlNNrNG oFmE~DESCRmEo PARCEL; TBENCEDEPAImNG SAm , RmHr OF WAY LINE, NORnI3'M7'S5" J!,AST. AnIsuNc:B OPl680.37 PEE:1'; ntENCB SO'O'1.'H 06cn>vs>> EAST~ A DISTANCE OF 45.11 FEET; THENCEsour.a 83"'J1'55"" WEST. A,D~ANCB ____. Of 20.00 FEET; mENCE ~ ()6onW.WEST, ADIST.-\NCE QF.26,.$6 FEET; .1'HENo!SOU1'H 87'"37',5'- WEST. A DISTANr.:B oF 1660.0:3 PEET.TOA POINT OF INlBRSEcr.ION ,wrm: nIB AFORESAID BAST iuGHT OF WAY LINE OF SHORE ROAD; 'l'BENCE. ALONG SAID EAST. RfGiT Of" WAY LlNE, NORTH 07<'11'37 WEST, ADIST.ANCB o~ 20.07 FEET TOT.8B.Po:1Nr OF BEGINNING. . . ' - .:,. _ . .- SAID UNDS SITUATE IN nm Orr OF WINTER SPRlNGS... SEMINOLE cauNrY_ FLORIDA, AND. CONTAlNING 0.783 ACREs (34.120 SQUAAEFEBT) OF LAND. MORE OR LESS. ®BELLSOUTH Mobility BellSouth Mobility 561 995-3000 5201 Congress Avenue Boca Raton, Florida 33487 November 16, 2000 Brown, Ward, Salzman & Weiss, PA 111 North Orange Avenue, # 875 Orlando, FL 32802-2873 ATT: Mr. Anthony Garganese Re: BellSouth Mobility, Inc and City of Winter Springs Agreement -Lake Street Site Dear Mr. Garganese, Enclosed please find four (4) original Lease Agreements, one (1) Statement of Ownership, (2) Short Form Lease Agreements and one (1) W-9 Form. BellSouth Mobility, Inc has already executed the Agreements. Please have the documents executed by The City of Winter Springs and return three of the Lease Agreements along with one Short Form Lease, the Statement of Ownership and the W-9 Form. If you have any questions in regard to the agreements, please call me at (561) 995-3252. 'Thanks for your assistance with this. Sincerely, Nessiffer bhaisingh Real Estate Administrator Real Estate & Construction Network -State of Florida Enc. (8) e F«m W-9 I Request for Taxpayer (Rev. November 1999) Identification Number and Certification Department of the Treasury Internal Revenue Servke Name Qf a joint account orrryo.uaachan^ge~dy~ax name, see Specific Instructions on page 2.) ~ Business me, if different from above. (See Specific Instructions on page 2.) 0 c a d 0 d a Give form to the requester Do NOT send to the IRS. Check appropriate box: ^ Individual/Sole proprietor ^ C«poration ^ Partnership ^ Other- _I.-TO.IL~.~'-=CY~P.l3-=~------._..... Address (number, street, and apt. « suite no.) Requester's name and address (opt'ronaq ~t 1 a. Co ~ a S`E' S~ ~-Z ~ o ~ c` t-4- ~. `-~ City, state, and ZIP code . t i~,~'e c- ~Q~ ,rq S Taxpayer Id`entific~t~ion~Number Enter your TIN in the appropriate box. For individuals, this is your social security number (SSN). However, if you are a resident alien OR a sole proprietor, see the instructions on page 2. For other entities, it is yyour employer identification number (EIN). If you do not have a number, see How to get a TIN on page 2. Note: If the account is in more than one name, see the chart on page 2 for guidelines on whose number to enter. 3a~oA-a~9 Social security number Employer identificaRb'on number ~~ ~ U 1~3~y list account number(s) here (optional) ~j] For Payees Exempt From Backup I Withholding (See the instructions on page 2.) Under penalties of perjury. I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and 2. I am not subject [o backup withholding because: (a) 1 am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding. Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the Certification, but you must provide your correct TIN. (See the instructions on page 2.) Sign p Here Signature - `j-y~ ~~` ~ ~~ / ~ oate - 1 0 `1 ~ ( Purpose of form. A person who is required to file an information return with the IRS must get your correct taxpayer identification number (TIN) to report, for example, income paid to you, real estate transactions, mortgage interest you paid, acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA. Use Form W-9, if you are a U.S. person (including a resident alien), to give your correct TIN to the person requesting it (the requester) and, when applicable, to: 1. Certify the TIN you are giving is correct (or you are walling for a number to be issued), 2. Certify you are not subject to backup withholding, or 3. Claim exemption from backup withholding if you are an exempt payee. If you are a foreign person, IRS prefers you use a Form W-8 (certificate of foreign status). After December 31, 2000, foreign persons must use an appropriate Form W -8. Note: If a requester gives you a form other than Form W-9 to request your TIN, you must use the requester's form if it is substantially similar to this Form W-9. What is backup withholding? Persons making certain payments to you must withhold and pay to the IRS 31% of such payments under certain conditions. This is called "backup withholding." Payments that may be subject to backup withholding include interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding. If you give the requester your correct TIN, make the proper certifications, and report all your taxable interest and dividends on your tax return, payments you receive will not be subject to backup withholding. Payments you receive will be subject to backup withholding if: 1. You do not furnish your TIN to the requester, or 2. You do not certify your TIN when required (see the Part III instructions on page 2 for details), or 3. The IRS tells the requester that you furnished an incorrect TIN, or 4. The IRS tells you that you are subject to backup withholding because you did no[ report all your interest and dividends on your tax return (for reportable interest and dividends only), or 5. You do not certify to the requester that you are not subject to backup withholding under 3 above (for reportable interest and dividend accounts opened after 1983 only). Certain payees and payments are exempt from backup withholding. See the Part II instructions and the separate Instructions for the Requester of Form W-9. Penalties Failure to furnish TIN. If you fail to furnish your correct TIN to a requester, you are subject to a penalty of S50 for each such failure unless your failure is due to reasonable cause and not to willful neglect. Civil penalty for false information with respect to withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a 5500 penalty. Criminal penalty for falsifying information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment. Misuse of TINS. If the requester discloses or uses TINS in violation of Federal law, the requester may be subject to civil and criminal penalties. Cat. No. 10231X Form VII-9 (Rev. 11-99) Form W-9 (Rev. 11.99) Page 2 Specific Instructions Name. If you are an individual, you must generally enter the name shown on your social security card. However, if you have changed your last name, for instance, due to marriage, without informing the Social Security Administration of the name change, enter your first name, the last name shown on your social security card, and your new last name. If the account is in join[ names, list first and then circle the name of the person or entity whose number you enter in Part I of the form. Sole proprietor. You must enter your individual name as shown on your social security card. You may enter your business, trade, or "doing business as" name on the business name line. Other entities. Enter your business name as shown on required Federal tax documents. This name should match the name shown on the charter or other legal document creating the entity. You may enter any business, trade, or "doing business as" name on the business name line. Part I-Taxpayer Identification Number (TIN) You must enter your TIN in the appropriate box. If you are a resident alien and you do not have and are not eligible to get an SSN, your TIN is your IRS individual taxpayer identification number (ITIN). Enter it in the social security number box. If you do not have an ITIN, see How to get a TIN below. If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN. However, using your EIN may result in unnecessary notices to the requester. Note: See the chart on this page for further clarification of name and TIN combinations. How to get a TIN. If you do not have a TIN, apply for one immediately. To apply for an SSN, get Form SS-5, Application for a Social Security Card, from your local Social Security Administration office. Get Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can get Forms W-7 and SS-4 from the IRS by calling 1-800-TAX-FORM (1-800-829-3676) or from the IRS's Internet Web Site at www.irs.gov. If you do not have a TIN, write "Applied For" in the space for the TIN, sign and date the form, and give it to the requester. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, generally you will have 60 days to get a TIN and give it to the requester. Other payments are subject to backup withholding. Note: Writing "Applied For" means that you have already applied fora TIN OR that you intend to apply for one soon. Part II-For Payees Exempt From Backup Withholding Individuals (including sole proprietors) are not exempt from backup withholding. Corporations are exempt from backup withholding for certain payments, such as interest and dividends. For more information on exempt payees, see the separate Instructions for the Requester of Form W-9. If you are exempt from backup withholding, you should still complete this form to avoid possible erroneous backup withholding. Enter your correct TIN in Part I, write "Exempt" in Part II, and sign and date the form. If you are a nonresident alien or a foreign entity not subject to backup withholding, give the requester a completed Form W-8 (certification of foreign status). Part III-Certification For a joint account, only the person whose TIN is shown in Part I should sign (when required). 1. Interest, dividend, and barter exchange accounts opened before 1984 and broker accounts considered active during 1983. You must give your correct TIN, but you do not have to sign the certification. 2. Interest, dividend, broker, and barter exchange accounts opened after 1983 and broker accounts considered inactive during 1983. You must sign the certification or backup withholding will apply. If you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out item 2 in the certification before signing the form. 3. Real estate transactions. You must sign the certification. You may cross out item 2 of the certification. 4. Other payments. You must give your correct TIN, but you do not have to sign the certification unless you have been notified that you have previously given an incorrect TIN. "Other payments" include payments made in the course of the requester's trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services (including payments to corporations), payments to a nonemployee for services, payments to certain fishing boat crew members and fishermen, and gross proceeds paid to attorneys (including payments to corporations). 5. Mortgage interest paid by you, acquisition or abandonment of secured property, cancellation of debt, qualified state tuition program payments, IRA or MSA contributions or distributions, and pension distributions. You must give your correct TIN, but you do not have to sign the certification. Privacy Act Notice Section 6109 of the Internal Revenue Code requires you to give your correct TIN to persons who must file information returns with the IRS to report interest, dividends, and certain other income paid to you, mortgage interest you paid, the acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA or MSA. The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return. The IRS may also provide this information to the Department of Justice for civil and criminal litigation, and to cities, states, and the District of Columbia to carry out their tax laws. You must provide your TIN whether or not you are required to file a tax return. Payers must generally withhold 31 % of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to a payer. Certain penalties may also apply. What Name and Number To Give the Requester For this type of account: Give name and SSN o(: 1. Individual The individual 2. Two or more The actual owner or the individuals Quint account or, if combined account) funds. the first individual on the account' 3. Custodian account of The minor' a minor (Uniform Gift to Minors Act) 4. a. The usual The grantor trustee' revocable savings cast (grantor is also trustee) b. So-called cast The actual owner ' account that is not a legal or valid cast under stale law S. Sole proprietorship The owner ' For this type of account: Give name snd EIN of: 6. Sole proprietorship The owner' 7. A valid Dust, estate, or Legal entity' pension oust f1. Corporate The corporation 9. Association. Gub, The organization religious, charitable, educational, or other tax-exempt organization 10. Partnership The partnership 11. A broker or registered The broker or nominee nominee 12. Account with the The public entity f)epartment or Agriculture in the name h f a public entity (suc o as a state or local government. school district. or prison) that receives agricultural program payments ' List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person's number must be /umished. 'Circle the minor's name and furnish the minor's SSN. 'You must show your individual name, but you may also enter your business or 'ddng twsiness as" name. You may use either your SSN or EIN (i/ you have one). ' list first and circle the name of the legal wsl estate. or pension trust. (Do rat furnish the TIN of the personal representative or vustee unless the legal entity itself is not designated in the account title.) Note: If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed. STATEMENT OF OWNERSHIP and DESIGNATION OF AUTHORIZED AGENT Before me, the undersigned authority personally appeared being by me first duly sworn, on oath deposes and says: 1. The City of Winter Springs is the fee simple title owner of the property described in the attached legal description. 2. The City of Winter Springs is requesting the appropriate zoning and site plan approvals to allow the.c~iistructign.~o~f a communications tower on said property. 3. That the City`of Winter Springs has appointed BellSouth Mobility Inc and its agents in Seminole is authorized agents on its behalf to accomplish the above. 1126 East State Road 434, Winter Springs, FL 32708 (STREET ADDRESS) The City of Winter Springs (PRINT NAME OF OWNER) (TELEPHONE NUMBER) The foregoing instrument was acknowledged before me on~~~~ 200, by ~ CCL the ~'~,~~ of the City of Winter Springs, who is personally known to me or has produced (type of identification). 1~.1s1~11C~1,Q1. Q-d~-~~ Notary Public, State of Florida Name printed: ~ N~ct.~yl (.. ~ ~~Ul~s ! ~' My Commission Ex fires: 3. /, ~ ~ Commission No.: ~ C ~D~C~Lt [NOTARIAL SEAL] ,~~"w~, ~eboran L Gnlesp~e ** My commisslon cCO2oeoe ~~°« »"''~ E~Ires Man;h 21, 2004 Exhibit A LAND DESCRlP1~ON cam. row~R ~T>E~ A PARC>!l. OF LANO QE1N0 A PORTiCN O>' LAT. 100, BIOC:C D. Of THE P'U1T 'D.R MlTCHE1.1'S SURVEY 0f TML LtVY GRANT ON LAKE ~S.7UP;' A~ RECORDED IN P1~T ROOK t, PACE 5; Of' THE PlJ>~iJC RECORDS 0!r' S£AtINOLE COUNTY,. FI.CR10A, QDNC 1AORE. PA,RTICUtJ~RL.Y DES~t!>r~[D AS FOl1p1NS: CQMiNENpNO At THrr NORTHEAST CORNER OF T}iE Pl,1T 'NORTH ORLJ~N00 RANC>y[S SCC. t`, A9 R£COROED W PUIT ROOK 12 Pi10E 3. Of THE PUDUC. R£COROS OF SE1d1NOl.E COUNTY, Fl.ORfoA; T~iENCE Sal1T!-I OT'11'JT' Eals'I` M.ONG THE EI~ST RlCtiT Of WAY UNE FOR SHORE ROAQ AS SHOWN ON Sato PLl~T. A D~STANC£ C~ 20.93 FEET; THENC£ DEPARTING SAID RfQHT Of WAY, NORTH ~T37'S3` EAsT, /- Ot3TANCE OF t a0Q32 FEET; THENCE 80lkTH Od~2'C~` EJ~ST, A OlSTANCE Of' ZS00 FL'LrT TO THE POINT Of BEAINMINl3; THEycF CONTINUE SQUTH ae-22•oa~ E,~sT, r. o:.ST,~NCE oi< ~oo.oa ~F~r: TH~NC£ SdJTH 87 3T~" WEST. A OISTANC>: OF 1'QQ.00 FEf'f; THENC£ MORT}~ o8~2'OS" WEST. A DISTANCE of 1G0.00 FEET; 711ENCE NORTH e3'37'S5' EAST, A OIStArvCE OF ioo.oo F'E>rT TO:.TH!! rCINT OF BEaN~:Na. 5A10 UINOS SITUATE IN TttE pTY OF WINTER 5?RINGS. ~'aAINC!4.L CCUNTl', FLOlgOA AND Cbt1TAIN 10,ppQ SQUARE FEET, )rlOftl; OR LE55. ~ - LAND DESORON (ASS !l,ND i}FiLTTY EA~~d~T} .4 FARO CIF T.,AND BIELYG A PORIION OF LOT' 100, ffi.OK~ D. aP'~ '1SE Pi.dT 'DAR ]~I~,'S 50EtvE1' OF THE r.EVY GRAIN'Y' pltt I.AKL~ ". d$ RF,CQRb~ IN Pi.A2 BOOK 1, PAtx"8 5; OF TFlE PUffi1C REOf~DS OIF .k C~][~tY; I"Lf]~R7D/~ BEING Ii,~}RE PARTICUI.hItt,'Y b~ES A3 FQa<.IAvV9_ ' COII~N(~: AT T~ NOR1'AF.A~~T O~Z1I~8f~ ~PI.AT'bR]btl~ QEtLA~ RANCC~E3.SEC: 1". AS YiECOBDED IIY Pi.AiT HOfyK 17, PACE 3, Of7 7'~ PU9i~G ItE00ItDS 097 SF.if~OE.E CXaI7N'L'Y', FLt3RIDA, ANI? RUN AI.[g-fiCs 'IE$ Rh4T BICsEEI 0>P VItAY I.11~(E aF SI=6DYtE ROAD, A q SHOWN ~'ON SAID P.i.~i'~ SOLTTI3 aT°I ]'3?' EA.~, A DfL4FA14~ ~ 2093 ~FEE•~ TO TAB POIIIVT QE+ BEGII~xi OF T,1~ HERE DE6(3IOHID PAROZ~.; TY9ENK~ HEP SAID RIFT OF WAY LII3B, Nf~III 57°37'55' EAS'Y', d D;tSTANC23 Cri716~s~03T ~E'l; TA~Cfi SC-i>Tg 06°22'05" EA$~ A DISTANCE OF 45.II FEET; 7~T(E E3'3?'33" 9RES'T~ ADI~'1"ANCE OF 20.40 FE~"'1; ~Nf:E NOI<C1H06°ZZ:OS'•~VEST, A DISTANCE OF26.46 FQT;'IZ'~!(E`ESOtTTH 87°3T3S' WES'T', A~ DLSTAI'~ OQr 166Q43 FEET-T-D A 1'QIN,T CEt II+TI~~N •RII'PH Tim APCRtESA,ID gA.4'F ~T QF W;e+IY LINE OIF ARE 1IASD; 7~E- l~7.aNCi 3!I<ID EAST RtGKP (~ WA'Y ~, I 07° I1'3T' WEST. A DLS3'ANC'S.OF 2ta.49 FEET 1t7 TY~POIl~tI' ~' ~G. SAII? LAl~il]i5 S~TC3ATF Il-I 'I~6 C1T1'' OvF WQa1TFR 3I?R~NGlS,. 9ks CC1iJN!'Y FF.,O>~tIDA, ANYy-CONTAmiI>!7C~ Q783 M3tES (34,120 3QIIAItEFELI'y ~IAMJ, DARE O~IFS3.