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Bellsouth Mobility Lease Agreement -2000 11 13 & Special Service Arrangement Agreement -2001 02 27
ae~ii ay: rsw5; au/ a~~ y~yb; Oct-20-00 12:35PM; Page 3 LEA E GRE)~MEIV'If THIS LEASE AGR>r.EI~'iENT is madr this 13 ttsiay ofNov ~DDO, between the CITY OF WIlVTER SPRINGS, a Florida Iv>hmidpal Corporation, whose addres9 is 1126 East State Road 434, Wisher Springs, FL 32708, (7~er+cinafter designated "City") and BELLSOhTH MOBILITY IlYC., a Georgia corporation authoriZCd to do busincas in the Stets of Florida with ofiilces at 5201 Congress Avenue, Roca Raton, FL 33487, (hereinafter designated "Tetiam"). RECITALS: WHEREAS, Tenant desires to lease from City the real property for purposes of constructing, operating, and maintaining a telecommunications town and autennsee and related appurtenances for purposes of providing wireless tal®communicatlon services; and WHEREAS, by adopting the TelecommunicaRrons Act of 1996, the United States Congress has indicated that the development of telecvramunications infinstiucture 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 Congresa is dre Telecommunications Act o#' 1946; and W)ET,EREAS, the patties boiievo that the iurplementatiost of this national priority tluough 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. WOW THEREFORE, in eonsidesation of the foregoing premises and other good and valuable consideration, the rcctipt and sufficiency of which is hereby acknowledged, the City and Tenant agree as follows: ~~6~ASE A~tEEMENT 1. R~1 Property. City hereby leases to ?errant that certain parcel of t~estl property located in Seminole County, State of p'lorida, tpgethar with the non-e~xclurive right frn ingress and egncss, seven {7) days a week, twenty-four (24) hours a dsy, on foot oc moron vehicle, including trtrcics, and for the installation and maintenance of utility whet, cables, condufts asbd pipes over, under or slang a twenty foot (ZO') wide non-exclwive right of ingress and egress extending from the nearest public right of way, namely Shore Road . to the Lease Property, The Lease Propesty is more specifically described herein in Exhibit "A" which is attached hcr~eto arrd made apart beseol~ Said Lease Propexty and non- exclusive right of ingress and egress shall be hereinafter referred to as `Lassa Property". City shall soused, ~~r o~d~ ~a base ~..~ o~oea ~,, iaaa 8TiZ.a'd tl~OQ 31t11S3 -11132! Ov:ST ~00G'b~-1JD Z OD~d 'b-d SBTaM 'p ue W2TeS`1~-JeM `u.wo,Ag a- •'IVdBt:E 00191/01 :pGneouerb Senn ey: BNlS; 407 425 9598; Oct-20-00 12:38Ph1; Page 4 cooperate with Tenant in Tenant's effort to obtain utility services along said Lease Property by signing such documents or easements as may be e+equired by said utility companies and as may be lawfully signed by City to further the purpose of this Lease Agrzcnscnt; provided, however, the foregoing language shalt not be interpreted as requiring City to grant yr 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 paid for by Tenant. In the averu airy public utility is unable to use the aforementioned Lease Property, City hcnby agrees to cooperate with the Tenant in locating an alternative suitable right of way or utility easement wither to the TeDattt or to the public utility , at no additional cost to the Tenant other than the rental amount staoed in this Leap Agreement, provided that to do so is consistent wig ail requiremeatts of Federal, State, and local raw and is determined not to be a3dverse to the public ingest in the event that no suitable right-ofway is made available that is acceptable to Tenant or the public utility, Tenant may .immediately tcrrmiaane this Agreement without any firtther liability hcrcemder, and City shall return to Tenant any prepaid r+ertt attn'butable, o:t a pro rata basis, oo tune periods after said tertnitratioa. Furthor, Tettant agrees that it shall carefully coordinate al! applications for easem~s or other documents involving any type of goverruneatal approvals with the city, and that to that end city shall not be asked to join in or consent m 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 Dot add sigrificandy to Tars development costs, (b) do not result is a significant delay, (c) are not contrary to Tenarlrs dev+elopraeat plan wad (d) do not impair or alter the Tenant's intended use of the Lease Property. 2. &nevey, Relocation. City also heroby greats to Tenant the right to survey said Lease Property. and the Legal description on said survey shalt then become Exhibit 'B`, which shall bo attached hereto and made a part hereof; and steal! control iD the event of discrepancies between it an Exhibit "A". City grants Tenaui the right m take m~mcats, make calculations, sad m ao0o other sttucaaes, setbacks, uses or other information as :rasoru-bly deemed by Tenant to be alevant and pertinent, as such information relates to City's real praptaty, leased or otherwise abutting to surrounding the Lease Property. Cost for such survey work shall be solely tortes by the Tenant. If as a result of any tests or lnvesdgadons conducted by Tenant, or if required is cormection with obtaining arty necessary zoning approvals or other ccrtificatcs, ptxatits, litxilses, or tsppt~ovals, Tenant desires rA relocate all or nay portion of the Lease Property to other portions of City's adjacent property, City agrees to act in a reasonable and timely marmot with respect to the approval of such a relocatod sloe. 3. Term; Rendtl Pny~aneab. This Lease Agreement shall be for an initial term of Live (S) years beginning oft the daft this Lease Agrocmcni is fully extctrood by bath parties. Twat shall crave the option to extend this Lease Agramcat for three (3) additional 5ve (5) year temra, and such extensions shall automatically occ~u unless Tenant gives Ciry written notice of its intention not to extend this Lease A,grzcmeat at least six (6J months prior m the end of the ctarent term. The t3rst six months (6) months t~ertt shall be Out 9eliSovrb 1Nobulp~ opt;vn.id T.wc Aarecnwnt 2 Octo6~r 17.2000 e t ~0 ' d ttJOH 31ti1S3 '1~f3a 0v : S t 0002-6 i-1~0 t' ..Oad •'d-d aoieM B uowZjog'p.~rM 'uMO.a ~- ~ ~Wd9L:E 00/6l/Ol :PenTe~.~b Ser;t By: BINS; a07 a25 9596; Oct-20-00 i2:37Ph1; Page 5 Thousand Eive Hundred and no/100ths Dollars (51,500.00) which shall be due and payable to the City in full upon execution of this Lease Agreement. Notwithstanding any other termination rights avtailable to Tenant under this Luse Agreement, Tenant, at its sole and absolute discretion, shall have the right to terminate this Agt+cement at any time during the fiat six tnoarhs (~ months with five (S) days prior written notice to City. Nptice of the Tanant's exercise of its right to terminate shall be given to City in aacordanee with Paragraph 1 S. hereof, and shall be effective upon receipt of such notice by the City as evidenced by the tenun receipt or aclmowlodgment of receipt, as applicable. The remaining six (6) months rrnt for the first lease year shall be Flfteca 7ltousand and no/100ths Dollars ($15,000.00) which shall be due and payable to the City in full prior to beginning of the seventh month under this Lease Agreement. The rental amount for the second lease year tender this Lease Agreement shall be Thirty-tine Thousand Five Hundred and no/100ths Dollars (531.500.00) which shall be due and payable in full in advance of the second anniversary from the effective date of this Lease Agrccmerrt. Ttu rental amount for each subsequent lease year shall be equal to the rental amount of the prectdiag lease year pIue iive percent (5°ib) of that amoum. (For example, the rental amount for the third leasm Year shall be S31,S00.00 x 1.05 = 533,075.00 and so on until the end of this Lease Agrocmeat.) Rental its shall be due and payable in advanxx on each anniversary from the effective date of this Lease Agreement. Rental payments shall ba made payable to the City of Wiener Springs or to such other person, firm or place as the. City may, from taste to time, designate in writing at least thirty (30) days tun advance of any rental payment.. If Tenant fails to pay the rental pt>ooeeds within ten (!0} days of when due, Tetoaat shall pay a late fee to Tenant in the amount of five percent (S%} of the delinquent payment. 4. Use of Lease Praperty. Except as provided in this paragraph 4.0, all athtr uses of the Leased Property by Tenant are prohibited. a. ?ensnt's Use. Tenant shall use the Lease Property for the purpose of cor~ucting, maintaining and operating a wireless telcoommunications tower (the 'Tower") and uses incidental thereto, C~ of eu ogtniptneat pad/shetter or building or buildings as na~sary now or in the fuhnre to shehec teleoommtunications equipment. a gerretator aced related office space, a free sronding monopole of a height of one hundred sixty-Svc feet {lb5`) above gt+otl:+d level (AGL~ and alt naeessary ©otsneding appus (bcreina~ftcr rtfetred m as "Coaimuaications Fatality"). T!>be monopole shall provide for s total of five telecomaaunicatlon canters, including Tetoant and City. The second space froth the top of oa the ntanopole shall be for the City's exclusive t~ attd any rental atnourts received fmm 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 communications pmvidor and said use done net intorfera vvidt any other user of the Commtmicatiams Facility in place prior to City. In rho event that the City's use interferes with any pr+a-existing user of the Tower, including Tenant, City shall rectify said interfereaoe within 48 hours ~ notiat. If ouch intcrfcrence is act ttcti6ed within said 48 hour period, City shell turn off power. to the offending equipment (except for ittrterniitt~eut power Tor ~ testing procedcu~es). Tenant may at its discretion modi$- its antea»a structure or building(s) cvnsistertt with the Communieatiorns Facility allowed under thus subparagraph. A security fetux cotasiating of chain link oonsuuction of ea~m tit°enrd o~ •a ~ o~ ~~, 2000 BtibO'd FlJOa 31d1S3 ~l3t! 0e:5i 00~-6i-1~0 p vOBeI 'V~d Bit O/N q UIiW2T9S~pJI~M ~UMC.~-,9 <- ~NdLI.~: ~Q /~~~Ol :,.a n[090y Sent By: 8'r1S; a07 a25 9596; Oct-20-00 12:37PM; Page 6 similar but cnarpateble construction shall be placed around the perimeter of the Lease Property (trot including the twenty foot 1,Z0~ ingress and e8c'~ right of vrsy). AJl of 'T~aat's improvements shall be at Tenant's sole expense. Upon priar written approval of City, Ttnaat may temporarily use adjoining and adjacent land under elty's cantml as is reasonably required during construction, installation, maintenance, and operation of the Communications Facility. At all rimes, Tenant will maintain the Lease Property in a good, safe aad reasonable condition. It is understood and agreed that Tenant's ability to use the Lase Property is contingent upon its obtaining aRer the execuuoa date of this Lease Agrarnent, of all the c'tcates, pe:mita and other approvals that may be required by any federal, state or local authorities. City shell cooperate with Tenant in its effort to obtain such approvals. City agrees to sign such papers as are customarily and reasonably rrquired to file applications with file appaopriate zoning authority and/or commission for the proper zoning of the Lease Property as roquirod for the Tenant's intended use set forth in this subparagraph. Ter~nt will perform all other acts and bear all expenses associated with the mrring pmeedure. City agrees not to register any written or vernal position to the zoning prooedurres, providing Tenant's zoninE ta}uest is consistent with this Lease Agreement. Notwithstanding any other termimtiva rights available to Tenant under this Lease Agratneat, Tenant, at its sole and absolute discrotion, shall have the right tv tetmine~cc this Agrament with ninety {90) days prior written t+ortice to City. Notice of the Tetta;tt's exercise of its right m laminate shall be given to City in accordance with Paragraph t S. hereof, and shall be effective upon receipt of such notice by the City as evidenced by the return roceipt or aclarvwlcdgment ofreceipt, as applicable. All rentals paid to said tcrminativn date shall be retained by the City. Upon such termination, this Lease Agreement shall become aul! and void and all the paRies shall have no fiutlur obligations, including the paymatt of money, to each other. b. Cotlocadon oo Lease Property. It is the City's desire to great the leasehold imcrest provided far heroin 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 Tenemt shall allow at kart four other telecommunication companies (or three of such companies end the City), said tclecoaununieatioa systeacss being similar in nature to those of Tenant, including diroet competitors of Tenant to co-locate alttennat facilities on the monopole to be erected on the Lease Property during the teen of the Lease and buildings oa the ground space. Refiual to make the monopole available to other ca-usara on a reasonable basis shall constitute a material beach of this Lease Agrament and eutitk City w terminate this Lease Agreement without penalty. The co-location space which is the second From the top shall be exclusively reservod for City's use. Further, nothing contained ~ this paragraph shall obligate Tenant to allow co-location of antettaae facilities osi the tttottopok which would toareasotutbly interfere with the primary u~ of the monopole by the Tenant. Other wireless tdccoavmunicadotu provtdets which collocate their antennae and related agpwccenances on the Lease Property, shall be required to first execute a cotssatt agttiement with the City under terms and conditions substantially simper to fire terms acrd conditions ooattained is this Lease Agt~eerneat, including, but not limited to, oo-locator directly paying City the collocation rant, oo-locator saparaoelY leasing ground space for its equipment, and firrther provided that the eo-locator fully abide by such covenants red conditions as are oontaitud herein to protect City's property. City agtoes that said consent agreemeflts with oo- locators shall not comain terms which, on their face, extend beyond the term of this Lease Agrceroeat. All co-locators (with the exception of fire occupam(s) of the City's space as provided tianso~a~ tNoeuay off, a-a t,eeme ^doeaioia 4 ouober 17, 2000 9t iS0 • d d~OH 31ci1S3 1t1S21 T b : S t 0002-6 [ -1.~0 Q a0ed 'd'd eeY~M v ueu,z Tns'A.~~sM 'umo..tl <' ~WdLt:e n0/Bl/Ot 7AanY~70b Sent ey: BWS; 407 425 9596; Oct-20-00 12:38PM; Page 7119 in ParagFaph 4. a.) shah pay City a monthly rental amount of Qne Thousand and no1100ths Dollars ($1,000.00) per month which shall be made payable as required in the consent agreernant. Said monthly rental amount (plus any sales tax due) shall be the tots! amount Payable for the City's consent To the extent feasible, all co-locators' ground equiptacnt shall be located within the Lease Property. c. TeasaNa Maintenaate. Tenant shall have the sole responubility for the maintenance, repair, and security of the Lease property and its Commurucatio~n Facilities and other Property and equipment of Tenant located thereon, sad shall keep the same in good repair and condition during the term of this Lease AgreesnenL Tenant shall keep the Lease Property free Of debris and any dattgero~, noxious, o< o>~'ettsive material which would create a hazard or interfere with the Leased Property and City's suctnundinB Pr'Dperty. ilnleas othezwise agreed by ~tY> maintenance sad repairs a Tenant's Caamnunication Facilities which Dave the potential to create noise or bt disruptive shall be restricted between the hours of between 7:00 a.m. ant! 7:00 p.m., Monda)+ through Saturday, excluding holidays. Notwithstanding anything contained h,crein to the contrary, emergency repairs to the Lease Property (e.g., repairs or maintenance necessitated by as intemtption of Tenant's services as determined in Tenant's discretion) maybe conducted at any tune as reasonably required. d. Lighting Colar oiMonopoleBtWditsg. Tenant shall retain the galvanized steel finish of its monopole So first it that blends with the surrrnwding area. Tenant shall paint its equipment building a color that blends with the surrounding area and shall maintain the paint in an appropriate manner to make the building as unobtrusive as possible. Unless affirmatively requited by Federal or State law, the Tenant shall not affix any type of sttobe light to the monopole or place flu same on the Lease Property. e. Compliance with LAt~YS. Te~a~eat shall comply with all present and future Federal, State and Local laws, rules and regulations in conaaxion with the installation, use, operation, repair, and maintenance of the Lease Property, monopole, and other Communication Facilities. Failure to comply with such laws, rules, and regulafioas shall constitute a material breech and default under this Lease Agce~sCnt Tenant shall be solely responsible for any penalties and fines arising out of or in any way cotuttcted with the violation o~ or Wort-compliaac~ with, Such la~++s, rules, and regulations. Notwithstaadiag the foregoing, Tenant shall not be responsible for violations of laws, rules and regulations with respect tv nay pn-existing co~nditioa of the Lease Property or matters caused by City or third parties. 5. Tenant 1[ndemalty sod Hold Harmkas. Tenant ahaU indeannify au~d hold hamrless City and its ol~icer:, employees, attorneys, and agents froth and against evuy de:nand, claim, cease of acting )udgmcnt and expense, including reasonable attorney's foes through all trial, wive. post jndgmatt, aml appellate proceedings, and all loss sad damage arising from aqy iglt:ry (includin8 death) or damage to the person or property of Tenant or to the person or Qroperty of Tenant's agents, servartts, employees, guests, invitees, or to any other person or personal property on the Lease Property. including, but not limited aa~s~ at~oa~a op-on ana ~ lyrea~an oaeber u, zooo 9ti90'd ti~C19 314153 ~i3z1 tD:ST 0002-6t-1J0 9 eD,+d -y'd esTeM V unwz Te6~p.~9M 'UM0.~0 ~- =wda~:C 00/8l/Ot :PenT 6~oy Sertt By: BU:'S; a07 425 9596; Oct-20-00 t2:39Ph~; Page 8/19 to, City's agents, servant, employees, guests, invitees, and personal and real property, (i) where the injury or damage is caused by any act or omission of?anent, 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 czsults from the violation created by Tenant, its agems, servants, or employees, of any law, ordinance or governmental order of any lc#nd, or of the provisions of this Lease Agrcetnent; and (iii) where the injury or damage is in anq~ way related to or connected with the conduct of ?eaant'g use and occupauey of the Lease Property. a. Indemnification Condition. This iaderiu~ifiic~dion shall obifgete the Tenant to defend at its own cxpcax or to provide for such defc~sc, at the option of the City as the case may be, of any and all chinas, liability and all suits and actions of every name and description that may be brought against the City or its employers, officers, attomcys, and .agents for which Tenant has an indemnificatory obligation under Paragraph 5.0, except, however, such claiws err da:riages as may be due or caused by the City, or its servants or agents. Such indemntfcation shall be satisfied within the policy limitations by the existence of the insurance oovtxagc squired by this Lease Agramcnt. For any claim in cacoess of the policy limitations speeiSed is this Lease Agreement. or far ate eltum which is occluded from the policy required in this Luse A,gsemeat, the Tenant may be subject to any legal or equitable proceedings arising from this iadcsennity. The City shall be pt~nitted to choose legal counsel of its sole choice, the foes for which shall be subject to and included with this indemni$cation provided herein. b. City'e Respoasibillty: City sha11 be responsible for the acts and omissions of itself and Sts officers, employees, and agents to the extent permitted by law. c. Limitation of Cfty'u I.fability. The obligations of City utbder this Lease Agreement do not constitute personal obligations of the imdividual offiotxs or employees of City, attd Tenant shall look solely to the Lease Property that is subject of this Lease Ag+ea>aent ate to no otter assets of tine City fvr saefsfaction of aqy liability i>i t+cspxt of this Lease and will not seek recoiase against the individual officers or employers of City or any other personal assets four such satisfaction. d. Sttwiival. This paragraph shall survive the termination of this Lease Agreement unfit all applicable statute of limitations have expired. t5. General LiaWitty linsttlrut~ Tenant shall wtttitntously mafatain in force, at a!1 times dtu~ing the term of the Lease Agreement, and at its sole cost and eacpeuse, a Commercial General Liability or Business Owner Liability insuratxx policy with a slash limit, ppc occuaence, for bodily injury and property damage of not less than t?ae Million and noJ100 Dollars (S 1,000,000.00) sad with the City of Winter Springs named as an additional insured as its iritet~asts may appear fmm time to time awd shall sut~mit proof of eannc prior to commaucIng eonstn,edon of the monopole oc ~y Cornmuaioation Facilities on the Lease Property and thereaftmr upon request of the City. Failure oat the part of Tenant to matnain the requured liability insurance shall constitute a material breach of the tortns of this Lease Agreement. Certificates of insurance for any such insurance policy required to be obtained by ~sflum lNCt+wcq o~-.~e tie Mroo~c+-c 6 Ocmber 11.3000 BtiC.O'd ti~OH 31d1S3 1H321 Zb:ST 00©Z-6t-1~U L aOHd -'V'd PsTery~ y uewZ T1eg'P.~eM 'un~O~g <- :WdRl7E 00/8l/O~ :Aante Day Sort ey: B~rrS; a07 a25 9596; Oct-20-00 12:39P~d; Page 9/1g Tenant in compliance with this peta$ra}~h shall be filed and maintained with the City annually durittg the term of the Luse Agreemem or filed more ftequatily at such time Tcaattt changes ib ittsarance 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 minimum limits of insurance roquircd in this Lease Agroement in consideratia~n of an increase in the cost-of-living or changes in case taw or jiuy verdicts for daamges in Florida that may iacreasa liability of Teaam or the City. Failure of tlu parties to a~ee on an in~.a, the required Iinuts for all types of insurance covarnge roquirod t2cretmder shall increase by 259'0 over the minimum limits as required prior to the parties commencing negotiations for an insurance coverage increase. Notwithstanding the foregoittg,~ the parties agc~ce that the required Hmit for each type of insurance coverage requirod homer shall not increase by more than 25°~ during eay five year period dttrlag this Lease Agreement. All policies shall contain as Ottdocsement which requires as toast thirty (30) days prior written notice to the City of Wustcr Spzings by the insurer of a~- intention not to renew such policy or to csacel, replace or materially alter the same. a. Other Insurance. Tenser shall also corwnunusly:ctaituain in force, at all times during the term of the Lease Agreement, and at its sole cost and expense, an automobile liability insuc~aace policy covering all o~vctod. hied and nos-owmd vehicles in use by Tenant, its employees and spears, with personal protection insolence and property protection insuuance to comply with the provisions of state law, with minimum limits and applicable rcquireme~ as set fond in paragraph 6.0. In addition, workers' canpectsetion insurance shall be continuously maimaintd which meets applicable state and federal law. 7. Tascs. Tenant shall be responsible for making any necessary returns f~ aitd paying ally and all property taxes separately levied or assessed against its improvemaits on the Lease Prapecty. Teaartt snail annually reimburse City as additional cent for any increase iA te2t1 ostate taxes levied against the Lease Property which are directly attributable to the impmvetn~nts constructed by Tenant and ase not separately levied or assessed against Tenant's impmvemeats by the taxing authorities. if T'enaat fails to pay alt taxes as provided above, Ciry tray pay the same, and upon writoen t+equast, subject to a thirty (30) day grace period, Tenant shall be in default and City shall have all other rornedies available at law or under this Agc+eemectt to collect and pay the texts from Tenant and Tcctant shall icacaodiatcly reimburse City for the araoueot thereof (including penalties sad itzterest therc~w) plus intrerest at a isle of 21 % per a~cn. Natwitbstandiaglheforegoing, City hereby agrees that if the taxes which are levied uQa~inst Tenant's improvements on the Lease Property are incorrectly assessed, Tenant maintains the sight to appeal the tax assessment to the appropriate goveaunental authority, said appeal 9ha11 be paid for by Tenant. 8. IItemova! of Tewat's Properly Upoo Tamfnstion. Upon termination of this Lease Agroctaent, Tenant shall. within ninety (90) days. c~emove all of its Comtnualcatiosta 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 summa -,~euar o~w,.~e ~ ,~ ~ oaoeK <~, loco 8T~t30'd t1~06 31ti1S3 ~t132! Zv:ST 0002-6T-J.~0 9 V~Vd -'V'd S9TeM R ,~w~~~TRe~PJdM ~UMOJe K- :Wd9l:C 00/Ol/Ot ~POnTaDey Ser,t By: BWS; 407 425 9596; Oct-20-00 12:40Ph1; P2ge 10/19 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 csw.aes Tenant to remain on the Lease Property beyond such ninety (90) day removal period, Tenant shall pay rent at the then existing monthly rate or on the misting annual pm-rata basis if based upon a lodger payment term, until such titre as the t>~ovai of the Communications Facilities ere completed. Notwithstanding, if at the time this Leese Agreement terminates another telecatttmunication provider is co-locating on Tenant's Tower. pursuant to an existing consent agtticment with City, Tenant may elect to: (a) r~ctain own~etshlp of the Towel' attd delay such removal to the extent necessary to permit the co-locations} to continue operating tuider the terms artd conditions of their consent a~raement with City, (b) transfer or sell the Tower to an existing co- locator in aixardaacewith Tenant's nrASSer agreeraeat with said co-lvc~or, p~rovidod the existing co- Ioeatoragrees to be bound by the terms of this Lease Agreement, including but not limited to, tltc payment of the rent due heretutder, ar (c) tiransfcr the Tower to the City for its cutt+entt fair tndrket value. Upon terrnirtatioa of this Lease Agreement and removal of Tenant's Communication Facilities, Tenant shall be released of any liability ooetuTing on the Letue Property after such terzYSinntiort and removal, except full nernova! of the Cornmuurication Facilities shall not be t~equit+ed to release such liability if the Cotnmunlcatiots Facilities are required to rrrnain on the Leese Prvpcrty for co-iocaiion(s) pursuant to this Lease Agreement and Tenant vonveys its full interest and title in rite rennaining Communication Facilities w the City or a tcleoomtnunications provider co-locating on the Lease Property. The eorrimttnigtiorts facilities, equipncrer-t, itnprovertteztts, fixtures and other property of Tenant and its subtenants and/or licensees ova the Leaned Property shall be and remain the personal property of Tenant andlor its subtenants andlor licensees shall be omitted to take or remove all or any portion of their respective Commtatications Facilities, aluipanent. improvements. fixtures and other property lrom the Leased Prvporty without any hindrance by, through or tmdet City or the holder of any mortgage, deed of trust, grotmd lease or other encumbrance. Notwithstsrbdingtha foregoing provisions, the Communications Facilities shall r+pataia the personal property of the Tarrant, but in the event Tenant abandons Its Coanmunicatian Facilities on the Leased Property, and if City desires to regain the Leased 1?mptuty, thin at any time thereafter, City may forthwith reenter and talae possession of the Leased Property wt~wut pt~ocess, or by any other lawful means. 9, Future Sate or Lease of C3ty'3 Property. Should the City, at aqy time dtuing the term of this Lease Agreement, decide to sell all or any part of its teal property which incltt~ the Least: Ptoptxty to a putch~ othet than Tenant, su,ctt solo shall be under and subject m this Lease Agreement and Teaaa~t"s r~tgttts hexetrnder. City agrees not to sell, le+tse or use nay other areas of the larger parcel upon which the Lease Property is situated for the ptacxmettt of other communications facilities if such inatallatian would cause ituerfereaee to Tenant's ability to receive or transmit wireless communication seavices from Tenart's Cvmmtuticatio>a Facilities located on tlu Lease t~rapetry or the vor~nmuniaations equipment of any other users of the Tower. as determined is Tenant's discretion BeltSo~di Maallfry Option one ~cao Apsem~e onoba 17, 2000 8Ti60'd ti~08 31d1S3 1ti32! ~C:St 0~-6i-1J0 p e0ed •'V'J cajeM 9 ~in~u2 TaS~P.erM 'uMO.aH ~- :wd6t:E 00/9•/OL :pe nTS~~y $en,t By: BWS; a07 a25 9596; Oct•20-00 12:a0PM; Page it/t9 10. Peacei'ul Egjoymtat. Ciry covenants that Tenant, on paying the rent and Derformiag the covenarts contained in this Lease Agreement shall peaceably and quietly have, hold and enjoy the Lease Property. 11. Title to Property. City covenants that-City is seised of good and marltetable title and interest to the Lease Property and has full authority to enter Into and execute this Lease Agreement, subject to any encumbrances recorded in the public records of Seminole County, Florida. 12. Endre A~reementlModifics~tioaa. It is agn~od and understood that this Lease Agceemaat wrttai~ all alb promises and understandings between the City and Tenant and that mo verbal or oral agreements, prnmises or Understandings shall be binding upon either the City or Tenant in any dispute, cantmversy or proceeding at law, and arty addi$oq ves3ation or modification to this Lease Aunt shall be void and ineffective unless unade in writing and signed by the parties. 13. Venue and Jurisdiction. This Lease Agreement ark the perfornunce thereof shell be govomed, irnespreted, constntod and regulated. by the laws of tht State of Fiotnda. The partits hereto agroe that the state or federal courts lor,~ned in the State of Florida shell have excltosiv~e judsdlcdon over the parties and the subjxt mama of arty litigation betweeoa the panics hereunder. For proposes of stele court action, vgtue shall lie within Semi~le County. Florida and Orlando, Florida, for federal court action. 14. Lighted Aasigtunent. This Lease Agreement may not be sold, assigned or transferrod at any time except to: (a) Tenant's prlncipal, af6iiates ar subsidiaries of its principal or to any company upon which Tensor is a-eaged on consolidated, (b) Crown Communications, Inc. or any principal, affiliates or suboidiaries of its principal or (c) as entity with a $nancidl net worth in excess of Fifty Million Dollars (DSO,000,000.00). As to other pardes, this Lesac Agreanent tray not be sold, assigned or transferred without the written consent of the City such consent not to be unreasonably withheld. City will consent to co-location on the Tower, provided eay such oo-locator eomplios will, the provisions of subpatagre~ph 4.b. of tit Lease Agreement. 15. Notices. All noticts hereunder must bo in writing and shaall be deemsed validly given if sent by certified mail, return receipt requested, or by a national overnight receipted delivery services which provides signed acknowledgments of receipt (including Federal Express, UPS, Emery, Purolator, s ~wKr option .rid t,w. A,~oances g our i~, zooo 8Li0i'd t~ 31ti1S3 '1ti32! £9:Si 0002-6t-1~0 O~ e0ed :V'd e9TeM V u~W2 T~8'P.~eM 'umO.18 K- ~WdBI:£ 00/BL/Ol :Penre~ey Sent By: BwS; a07 a25 9596; Oct-20-00 12:41Ph1; Page 12/19 DHI,, Asrbome and other similar couriers dalivery services), addressed as follows (ar any other address that the party to be notified may have designated to the sender by like notice): Ciry: City of Winter Springs Ronald W. McLcmore, Ciry IVfanager 1126 Fast State Road 434 VI/intes Springs, FL 32708 Photfe:40I-327.1800 Fax: 407-327-6b$b Tensor: $ellSouth Mvbillry, Inc. 5201 Coagi~css Avenue Boca Raton, FL 33487' Attn: Network Real l:.statc Manager Phone: 561-995-3000 Fax: 561-995-3594 For Legal Notices only, a copy to: 16. B[ntliag Agreement. BellSouth Cellular Corp. Suite 9l o 1 ] 00 Peachtree Street, N.E. Atlanta, t3eorgia 30309-4599 Attention: Legal Department This Leese Agreement shall extead m acrd bind the heirs, ~sonal representatives, suoccssors and assigns of he pardts hetCto. 17. Non-deatdrbap~ Inststtment. At City's option. this Lease AgrBement shall be subordinate t,o any mortgage by City which from time co time may encumber all of part of the Lease Property, provided, howoves, every such mortgage shall ttioogni2e, in a form sulisttmtially rite ser»c as tho Subordination sad Non-dist~ubartoe Agreement attached hereto as F.xlu'blt B, the validity of this Lease Agroemeat In the cveet of a foreclo~tme of city's itttin+est and also tensors right to t~emsin in oxttpancy of and have access to the Lease Property as tong ffi Ted is sot in detiaoult of this Lease Agxcemmt. Teoaat shall execute in a timely manner whatever instrumcsrts as nnay r8asoaably bz; requited to evidence this subordination clause. In the event the Lease Property is encumbec+ed by a mortgage, the City , no later than thirty (30) slays after this lasso is exercised, shall have obtaipcd attd famished to Tenant a non-distiu~baace iastrum:snt in i+ocordable form For ca~ch such mortgage. tist~sotttl~ MoWiy option ~tld Lane kteanent 10 OteoQet 17, 2000 BLitT'd ti70£3 31d1S3 lti3Z! ~b:ST 0002-tit-1.1U ~, eO9J -'d'd 0e7 oM •Q uewztf(i'PuaM ~UMOJ9 <- :WdOZ~£ 00/8l/O~ :RO~Teae,~ per+t By: BwS; 407 425 9596; Oct-20-00 t2:4tPM; P2ge 13/19 1 ~. Waiver of Statutory Lien. City disclaims and waivts any now existing or hereaRcr arising laadlord$s lien or other statutory ornon-statutory lien or socwity interest in TenaaYs and/or its subtenants and/or liccctsees' Communications Facilities; equipment, improvetnants, 8xtttres and other property. 19. CoAdemnstlan; CaaaAlty. If the whole of the Lease Property or such portion thereof as will stake the Least Property unusable for the purposes herein leased, arc condemned by aay legally constituted authority for any public use yr purpose, rhea in tither of said events this I.eau Agreement shall terzYUinate from the time when possession thereof is taken by public authorities, ate City s1tall return to Tartest any prepaid rent attributable, oat a pro rata basis, to time periods after said termination. Any lesser coadenusation shall in no way aifoct tltc respective rights and obligations of City and Tenant hereunder. Nothing is this provision shall be constrzed to limit err affect Tenant's right ro an award of compensation frown the Gondan>ning authority of any eminent domain proceeding for the taking of Tenant's leasehold interest hereu:tdot. if Tenant's Communications Facility or improvements are seventy damaged or destroyed by fine or other casualty so that rho neptdr or replaocmeunt thereof will cost in excess of twenty-five ptrccnt (2590) of the fair.tnatiaet value of the Communic~oia~ Facility a any improvements, Tenant shall not be required to repair or replace the Cottuntutications Facility or any of Tenant's itutprovw>tents made by Tenant, and Tenant nay teaniASte this Agt~ment by giving written notice to City. Upon such termination, the City shall return to Tenant any prepaid rcpt attributable, on a pro rata basis, to time periods after said termination. 2Q. Tftk Polis7; Tide Defects. Tenant, at Tenant's opdoun and rxpense, may obtain title iaattuartce sun the space leased herein. City shall cooperate with Tenant's eft'orts to obtain such title insuremoe policy by executing documents or, at Tenant's expense, obtaitvng r+cqucated docuttreatation as required by the title iosuranac company. If title is found to be defective, City shall use diligent effort to cure the defects in title. At Tenant's option, should tlto cm- fail m provide requ~ed doa~ttation with tmrty X30) days of Tenant's request, or fill to provide the Non-disturbance inshumcnt(s) as noted in Paragraph 17 of this Lease Agreement, Tenant may withhold sad accrete the attaual rental until such titrie as the roqucsxd docttmegt(s) is (arc) r~eeeived, or if title is fottad tv be defective and City has failed to cure the defects within a reasonsble period, Tenant tnay cancel this Least Ag~reetrtetti or cure the thte defect at City's neasoatable prpense utili2ing the withheld paymet>tts. In the event that the Lease Property is encurrtbered by n mortgage and the mortgage requires the consent of the Mortgages to leases and/or improvenaants on tfn Least Pmpetty, City stall provide Testattt with rho prior written consait of rise Mortgage to this Lease Agr>cemoat, as regttit+ed under the terms of the mortgage. Should City fail to obtain rite written consent of the Mortgagse, as required, Tenant, at Teoaat'a option, may wbt}tbo~td acrd accrue the annual rental until suet time as the consent is roccivod or cancel this Lease Agreement. ewsown naoeuyq opuan aeo r.~,t~eamce~ I 1 o«or~ rT. zooo 91/2 ~ ' d dX1B 31t115~ 'tti3ti b4 : S T ~-5j-1~0 ~l o0od .'V'd ooteM `Q uewzTaA'o~eM 'urno.~B <- '•IVdOL:E 00/Al/Ot :pdnceueN Sent By: BWS; 407 425 9596; Oct-20-00 12:42PM; Page 14/19 21. Tenumt and City IDefgult. if Tenant dcfauhs in fulfilling any of the covcaants of this Lease Agreement and such default shall eoatinue for sixty (60) days after Tenant's receipt of writocn notice from City specifying the nature of said default, or, if the said default so specified shall be of such a nature that the setae cannot be reasvASbly cured or ret>sediad within such sixty (ti4) day period, if Tenant shall not in good faith commrace the cud or rcrnedying of such default within such sixty (6Q) day period and shall not t~reafter diligently proceed therewith to oosnpletion, then is any one or more of such events this -Lease Agrccrttent shall te.rrttiaate and come to an sad as dilly and completely as if such were the day herein de~itely fixed for the end a~ n of this Lease Agreement and Tenant shall then quit and surrender the Lease Property to City as provided heraa. Notwithstanding in the evau of default by Tenant, the City shall have the tight, at its option, to arty other remedy the City may have by operation of law. If City defaults in fltlfilling any of the covenanxs of this Least Agreement and such default shall continue for sixty (60) days after City's receipt of written notice from Tenant specifying the nature of said default, or, if the said default so specified shall be of Such a ttaturc that the same cannot be reasonably curod or remedial within such sixty (60)' day period, if City shall not in good faith eom~ce the curing or temaiyiag of such default within such sixty (60) day period and shall not thereafter diligently p~rocxed therewith to completion, then Tcnartt may tertninsta this I.oasc Agreement and/or pursue any other tenaledies Tenant may have at law of is equity, including the tart m spccificatly enforce the terms of this Leaac Agreement. 22. Attorney laces. In connection with any litigation arising out of this Lease Agreement, the prevailing party, whether City ar Tttzdnt, shall be tutitlod to r+acov~er ail reasonable costs incurred including reasonable attorney's fns for services rendered in connection with aqy enforcement of brrach of contract, including all trial, appellate, and post judgment proceedings. 23. Radon Gus. In accordance with Florida Law, tine following statement is hereby made: RADON GAS: Radon is a natural occunsng radioactive gas that, when it has aecnanulated in a building in sufficiern quamities, tray presern health risks to persons who are exposed W it over tltrte. Lovels of radon that exceod federal and state guidelines have bees found in buildings in Florida Additioml information regarding radon en,d radon testling Hatay be obCau>:ed From your county public hCSlth unit. BeUSotd+ stob~Iq Option rd Law /1f~.enwec Odctia 17, X000 BT~t'd ~~ aBdd -"V'd vs•T •M 4 UBW2Te~'p.~+M 'u~oae <- 12 ri~ 31ti1S3 lti3a Dv:Si 0002-6t-1JD 'ndoz~e ooie~iv~ 1De/~T9^aH Seat By: B~^rS; a07 a25 9596; Oct-20-00 ~2:42P61; Page 15!19 24. Ii[azardou® $gbatance. a. Tensuo,t iodemntfication. Tenant shall hold City harmless from and indemnify City against and from any daatage, loss, expenses of liability, irtieluding reasonable attorneys fees, res~ilting from the discovery by arty person of hazardous substance generated, stored, disposed o~ or transported to or over the 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, lts agents, contcadars, etnployecs, or invitees, (b) present on or about the Lease Property prior to the date of thin Lease Agnemem, 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 Tena:,t. h, Tanner Rtpreaeattrtlona/Warrende9 rand Indemnification. Tenant represents and warrants that its use of the Lease Property wilt amt generate nay harcardotis substance and that it will not, in violation of any applicable: law or ecgulation, store or dispose on or near the Lease Property nor transport to or neat the Lease Property, any ha~rdous substance. Ia the event Tenant breaches the afor+atstaitioned haxsrd~oass waste representation sad warranty, Tenant shell bold City hartless from end indemnify City against and from any damage, loss, exptatses, or liability, including reasonable attorneys fees, resulting from the discovery by any person of hazardous substance geterated, stored, disposed o~ or tcarurpat'tcd to over the Lease Property by Tenaztt, its agents, contractors. employees, or invitees. e. Indemnifieatioa Condkien. The indemni5carion condition stated in paragraph sa shall apply to the indr:mnilication iA this paragraph 24. Thi9 indemni5cation shall survive the texminadon of this Agretnettnt until all applicable statute or limitations have expired. d, City R~rreaentsttan and RaPonslhllltj'. City represems to Tatant that to the best of City's knovvledgtz ~d belief there arc no hazardotu sub6taaccs present on or within the Lease Property. Should City team of the presence of hazardous substrtnces on or about the Lease Property during the existence of this Lease A~roemerit. City agrr~es to provide writoea notice to Tenant of such presence. City agrees to be responsible fnr troy hazardous substance generated, stored, disposed oly or transported to or over Lease Property. provided such substance was stored, disposed of. or transported to or over the Lessor Property !ry City or its eazployexs. 2S. Conntcrparts. This Lease Agteematt may be eaoxuted in counterparts, tech of which shall be deemed an original, and such counterparts shalt constitute but one and the same Lease Agreemerrt. tti. Fitaew for Una City makes ao watrandes or representations as to the fitness of the Lease Property for the uses intended by flee Tenant, wbatsaever. Fw~thcrmore, City does not warrant or guararztec that the use or zoning of surroutrding properdes will not be of such a nature that voutd interfere with Tenant's t3ertsoocta Motrility Optlan and ~ Aieeemrot t3 oao~ c~,2oo0 81ibt'd tJ~08 31ti1S3 1ti32i 59:SI 0002-6T-1~0 s- o13Qd ~'V'd ssTeM 9 vewZTe3`P-~tlM `urw0-~9 <- ~rld-L~E 00/6L/OL :penTp7a-, Ser,t 8y: BwS; a07 a25 9596; Oct-20-00 12:a3PM; Page 16/19 use of the Lease Property during the germs of flue Lease Agreement. However. City agrees to not lease adjacent propezty m third parties for im~tallation and use of wireless communications facilitica which interfere with Tenant's use of the Lease Property. 27. No Joint Venture. Nothing herein shall be damod to create a joint venture or principal-agent relationship between the parties, and nCither patty is tuthotized to, nor shall e'tthea party act toward third persons or the public in arty m~saaa which would indicate any such c~clationship with the other. ZS. Tenant's Dee Cue. Tenant steal! at aU times exorcise due care and shall install, operate, maintain, and r8paic the Communication Facilities on the Lease Propcriy trsiag oomtttortly accepted methods and devices for preventing tcailw~es and accidczits which arc likely to entree damaIIc, injuries. or nuisances do the public or damage to the Lease Property and the sturounding real and personal propcsty owned by City. The Lease Property shall be kept and maintained in a safe, suitable, substantial condition, and in good order sad repair. 29. Agreement Not Recordable. This Lease Agreement shall not be recorded in eery publ{c t~eoords; however, at either party's election, a mutually acceptable short form may be reoonlod m place pffities oa notice of the exist~te4 of this Lease Agreemen. 30. Sovereign Immunity. Nothing contained herein shall be deemed a waiver, by dther party. of the City's right to sovereign immunity or other limitations imposed b7' Section 768.23, Florida Statutes. 31. Waiver. Faihtrti of the one party to insist uposi performance by the other party of any provision of Ibis Lease Agrtemt~ut within any time period shall not act as a waiver of the one party's tight to later claim a failure to petfortri on the pelt Of the other party. 32. Right to Refnrre Admisajon to Property and to Eject. City t+eserves rho right tp refuse admission to the I.easo Pmperty tv nay person not known by City or properly identiSed; to eject any person from the Lease Property whose coad»ct may tend to be harrrtflrl to the saftty and interests of the Lease Y- the surrounding real and petsanal property owned by City, and any tenant, to close any part of tho Lease Prvpezty during any riot or other incident where the public health, safety, or wclfxra may be impaired. t3et~sou9~ MoMlitr option aid [.eon Ap~ement Ja o«otKT n, loan Bi~St'd y~09 31t1153 W~21 S7:St @00Z-6T-1~0 gi u0ad -'V'd 69T VM `P uewx t~8'q.t F/M 'un.o.~4i <- ~Wd~2ttr OU/8l/Ol :heel u00y Ser.~t By: BWS; 407 425 9596; Oct-20-00 t2:43Pb1; P2ge 17/19 33. Terronination of Lease due to Interfaronce. If City determines, in its reasonable discretion, that Tenant's Communications Facility Interferes and Jeopardises City's operation, maintenance, sad repair of the Ciry's utilities system located thereon as they curtrtntly exist, City shall give Tenant one hundred eighty (184) days prior written notification and Tenant shall have sixty (60) days in which to cure suet interference before City shall have the tight to tarrnittatc this Lease Ageemettt without penalty, however, in such case, Tenant shall have nv further obligation or liability beyond that incurred as of rho tettninativn date, and the City shall return to Tenant any prepaid rent attributable, on a pro rata basis, to time periods attu said tertnitution. City also, at all times during this Lease Agreement, reserves the right to take any attics it deems necessary, in its sole and absolute discretion, to Operaoa, repair, maintain, attar or improve its utilities systems and its attendant systems located on the Lease Property nerd surrounding Property; Provided, the City ~s to act in good faith to avoid interfa~tnce month Tenant's use of the Lease Property, and the provisions of the foregoing scntcracc shall apply if Tenants Coaununications Feuility imerfeses and jeopardizes said operation, repair, maintenance, alteration or improvements. In addition, if the City's use of its property causes significant interference with Tenant's ability to restive or transmit fivm the Lease Prouer~: , 'r'te=:===: ~' -; terminate this Lease A~eement upon sixty (60) ~ writtetl notice. 34. Hessdiogs; lntsrpretstion. All headings in this Lease Agreement are for convtaieziet only and shall not be used to imerpret P~B~Ph numbers or construe its provisions. Any reference in this Lease Agreement to a whole number paragraph (t.g. 26.0) shall mean to include not only the whole numbar parngaph, but also any subparagraphs thereto (e.g. 26.1.26.2, etc.} IN WITNESS WHEREOF, the parties hareto have set their hands and affixed their respective seals. Signed, sealed and delivered In the ptrsenee vf: OF ~R~ k ~~ L~ 13y. Name: `r ~f ~-n1~~ PAUL PARTYKA Mayor Name: aeuso~ar, iNobuky oa;on .nd tease ~~ o i7,taoo e~.~~L•d 9~ OOBd -~V~d ~~T eM 4 uoWZZ6u~P~~M 'UMO~~~ a- is 4708 31t11S~ ~d3a SV:ST 0e0Z-6i-170 '•WdZZ=~ 00/6l/Ol :penTe~eF/ Sent By: BwS; a07 a25 9596; Oct-20.00 12:aaPM; Page 18/19 Tenant B~Ll~sov~r~l Mos>z.lrY, ITVC. a Goorgiel Corporation e: E T'rtte: ~ J~ ~[s C9~ . STATE OF FLORIDA COUNTY OF SEMINOLE BEFORE ME the undersigned authority, personally appearcd PAUL PARTYICA the Mayor of the City of Winter Springs, a Florida Munieipttl Corporation who produced _- - _ .- .~~*iotn and w~ ~nawlodgcd the foregoing ioshumcnt far the purposes set forth therein. STATE OF ~L COUNTY OF Q t.1n . 3 E C rf- Notmy Public, State of Florida My Commission expires: BEFORE • Ivlfi, the undersigaed authority, appeared Df~~1_ RZEDS[.._ the Q~R6eTnR ~ of BELL$OtJTH MOBILITY. INC., a Georgia COrp01'ahoA. on behalf of -=- --=°--- - - cd~,~, identification rusd who acknowledged the ti~C~EaI~Sr uLSirua~en[ i0r itt~ p~~~ Sal Yli~t~ uRVY:~L_ Bdt$euD+ Mobility Qpdon tad Ltw kjcemna OcaAcr 11.2000 Notary 'c, State orida ~' 1 ~ K ~ My Commission expires: * *"~' ocrav~e • rub ie.,~ 8[iGT'd Ll •Qtld •t/~i~ YvTDM 'Q UVWtj~B~r)JR(„ ~UMOJe t- i6 li~oe 31ti1Sa ~32i 9v.S[ 0~-6[-1~t1 :NdZ2:E 00/Bl/Ol :genTe~iy Ser.* By: 64t~S; 407 425 9596; Oct-20-00 12:aaPM; tf ~ tl R71U1 LAND p~~CR}P1i01~ tc~ tvHOE~a ~,~~ ~zhib~~ A ~ ~,ueaz or ~ eoNa ~ Paa~ttdr or nor toa, e~ocac o. as THE met •o.R ~,ta~'s uu~vr- o~ >~ ~m dea+tr ~ wct ~ss~ • ~s acco~toca iK ~~10 No too c ~~n vii fir ac>~~os~~~c~oas~ cou~TY. !~peEktCNpNO AT "rl^IL MOKYt~ F` _ =~~-=- -_° =-_ ~~. °- ~ -= = =n ----~_.._..~ WiaCw[s sic. t', :-s RtC01i0ED ~ PU1Y e~c 1~. PAGE ~. o- '1t+E PvBUc ~castos o~ ~a~_co_ur~r,-, Boa n~~uI/a~~@~~~^- e_~-: __~_ :._~ ..~~ _ - _ = - --=__= =- _ _ -- __ - --- ~°~~~ e~urtttMa sua rooKr oo wiY. ~~ on : 37'' °" "~i 3. ~ ~t~ s~~s° +_~ ~ ~ra~~.-J= s cs,T ~:. ~ v~~ 90'23'49' EAST, ~- O~STMIC¢ Ot 29.00 RR TO MLA P01flT OI BEO+MH~~: TH5NCS< CQM111~d~E SOU1li D0 ~ YM- _~_ -, ~~:'~::~•_ = ~ `- °` _.~'' _- -__-_ - _- _=-_-° --_ _- `".~3ANlX ~ !00.00 t~Yt ~~€~~ ~~~ v. .v ...~. w"5: LUO LANOS tatvATE ,N 'rxs a1,r Olr vrtb'rd! sa~uno>i. ~~ro~ =_=~~-~: :bcw~:. ,a~so cd+Y~tH sa,ooo scwus& €~'. o+~ ~~. L_ANO DES,~~T tACau ~o uruTr Ews~t~ ~- pica. o~ u-HU 9i]NG A PoRTtQN OS TRACE A 06' T1SF Pur •wwalMo .,,~. ~ ww ~ 1~:lT t~• i,S RECON01[o IN !'U-T ROOK ai, PAaC's ~7-~1 OF Mt P~BUC -__ = _-- -- m ~~ts1;1°>r, PIAR-oA, AHO ~ PoR7>oa o~ tors ,oo. 1a~, irjr =• -Y ~ - ~~~ ~ ~~1 OAK 1 PAfil ~• ue iris rvvv`~ srnronQ n~ ~^aiii~:rxF _ =-N~ n Ao--~t, Rt11i11! YQIIE P/UTitxA.MLY Q~CR~ A~ ~~Qr .. BEANNgrG ~r nyc NattHLASr c04tNtx Off' `~E ~ -' -_-' - _ =~-__ _ --_ _ a xstCr~S SEC. i -, ~ R~CCROBO IN PLAT BGOIC 12.- 1'~va .i. vi i-•T. '--::~~ ...., ~ ..~...,,. c~ ruesAA- 4'6sA~AtR!~! arM~71J wr'11~a4• twlt. , I~ .~ - -.~ -- -~ ---_---_ ------- -_- ~~BiudRlli 74'00'10' LAiY, 40.02 "T; +i.•'~wv t-e4L 2S'7, ~Fee~: THENCC~NO1t7H ~oi•i~'os' a,~r. 1a.oo ~: SCE NQltiii mss:: :.. _: _•. _. -.. 0... q•..~. Ya as _ a..: ~ , -_ ~ersraTi~ ~,3'iT~ ~~~~ ~' O.dY !alit irirrivK iiv~i+% -- EAsr. ~e,az PtET, T~t+ClCC NORT10 M08~IT'µ~a~' „rr_ ~~ ae rtcF 4HQl0E Nd1~ .;~:,:~ ;;~;~' ~e :3'9~° EASt', t8~.~7 ~_ r, ~Tt~tCt NORTH !3'J7'6b' . CftQT !l4.t 4T ~YT• TMlI'1bZ. ~(Jy ll'7 V0 ~i Vdb YnY s. .°..`...r,•~. sr_i• a. ~.:i~ i ~.;~-.° ~3'JT59' WEST. 30.00 /LCi; T1~'!'tCE N011TH Od'!~'09' IA~lT. 4'!.00 :t~:: TH~r,c~ souht es~~'as- a~sT, ,ast.~ _ =-`_ - "- ~- ~...,~;-, -- ==' _ _ ' ___ _ _ _ -.,, --__-• ax ~, ' SOVtH 70'00` 19c'~ Vii, ~i~'v.a i ~ cb ~: ~~ souri•a~~e~a4= r~t~s+,i-~a~C~ aray~=-.~ ~. •,•_ •. •'~~ ,-.,-,e~ souTM - - -.aa sa ~9', ,I7e~F1L i~V/4 fvi W•.wa o+oJ +^ '.a rra .°y~~s..,~ : iV -I. fbm~i iii :::~:°••~~•11~ TT~ 1.1fi X71 ~~ ~Q ~tKrlar ~OWD /~ ~Oi~ Cat 3A10 p~Y °re~4'!!•1 P~00 ~ari~t6_~ ~~. _ riagt}I A711']7" 1ST A~+G ~uua WT K~1T Or war iiNt. zd.oi ~~T ~~ THE PaNr C- 6L0WMNG; sNO uhos s~tv~TE n+ TME an! cF Y1RNT7:1! sP~. so~aNa.s county, lLOroo~. Page 19/19 8Zi8i'd dgOH 31ti.1S3 1H321 9b:Sj 0002-6T-1~0 9~ .rp.-d .'V'd oOZiM 9 U~BWZZ~+H•P.~~IM 'UmOJH <- ~WdZZ :6 00/8l/Ol :D9AT •~-H 01/~9f20~1 13:24 245'211 BELL~OUTH BUSIPdE55 .~ /f's AI'l Here. BellSouth Business Suite 534 500 N. Orange Rvcnue Orlando, FL 32801 OO BELLSOUTH TI-IiS FAX INCLUDES COVER JPI,US 5 PAGES DATE: 1V~onday, January 29, 2001 T'O: Joa>a>ne Ualka FAX: 407 327-4753 T'EL: 407 327-5975 FROM: T ona Gill FAX: (407) 245-2002 TEL: (40'~ 245-2135 PAGE 01 COIVIlV1ENTS: Joanne, Please sign page 4 al~d initial the othel•s at the bottom. If you have an~questionsLplease call ine at 407 245-2135. Thank you. 1 / ~'''`- The Informglion contained in thls [actlmlle mesaaCe ma}• be confidential and/or prtvlleged Information intended for the use of the lodlvldual or entity names above. If the reader of ih19 me94gge is not the Intended recipient, you are hereby notliSed that any cop,'Ing, di~tcmination or dlatrlbudon of confidential or prlvlleged information h strictly prohibited. If you have received this eommunlearlon In errnr, please notify us lmmedigtdy by telephone. Thank you. 01/'?9l2~B1 .* 13:24 2452121 BELLSOUTH BUSI~JESS ParE e2 SYECIA)(. SERVICE A.RRE~`TGEMENT AG)EtEE1y1ENT' Case Number FL00-9505-00 This Special Service Arrangement Agreement ("Agreement" j is by anal between AellSouth Telecorzlmunications, Inc., a Georgia corporation, dlb/a BellSouth, ("Company") and City of Winter Springs ("Customer or Subscriber"), anal is entered into pursuant to Tariff Section AS of the General Subscriber Services Tariff. This Agreement rs based upon the following terms and conditions as well as any Attachment(s) affixed and the appropriate lawfully filed and approved tariffs which are by this reference incorporated herein. 1. Subscriber requests and Company agrees, subject to the terms and conditions herein, to pro~•ide the ser~~iee described in the Attachment(s) at the monthly and nonrecurring rates, charges, and conditions as described m the Attachment(s) ("Service"). The rates, charges, and conditions described in the Attachment(s) are binding upon Company and Subscriber for the duration of this Agreement. For the purposes of the effectiveness of the terms and conditions contained herein, this Agreement shall become effective upon. execution by both parties. For purposes of the determination of any service period stated herein, Said service period shall commence the date upon which installation of the service is completed. 2. Subscriber agrees to subscribe to and Company agrees to provide any additional tariffcd services required for the installation of the Service. Subscriber agrees to be responsible for all rates, charges, anal conditions for such tariffed services. 3. This Agreement is subject to and controlled by the provisions of Company's or any of its offiliated companies' lawfully filed and approved tariffs, including but not limited to Section AZ of the General Subscriber Ser'ttiees Tariff and No. 2 of the Federal Communications Commission Tariff and shall include all changes to said tariffs as maybe made from time to time. A)1 appropriate tariff rates and charges shall be included in the provision. of this service. The tariff shall supersede any conflicting provisions of this Agreement, with the exception of the rates and charges herein, in the event any part of this Agz'eernetit conflicts with terms and conditions of Company's or any of its affiliated companies' lawfully filed and approved tariffs. d. This Agreement may be subject to the appropriate regulatory approval prior to commencement of installation. Should such regulatory approval be denied, after a proper request by Company, this Agreement shall be null, void, and of. no effect. 5. If Subscriber cancels this Agreement prior to the completed installation of the Service, but after the execution of this Agreement by Subscriber and Company, Subscriber shall pay all reasonable costs incurred in the implementation of this Agreement prior to receipt of written notice of cancellation by Company. Notwithstanding the foregoing, such reasonable costs shall not exceed all costs which would apply if the work in the iroplemerltation of this Agreement had been completed by Company. 6. The rates, charges, and conditions described in the Attachment(s) may be based upon information supplied to Company by the Subscriber, including but not limited to forecasts of growth. If so, Subscriber. agrees to be bound by the information provided to Company. Should Subscriber fail to meet its forecasted level of service requirements at any time during the tern of this Agreement, Subscriber shall pay all reasonable cots associated with its failure to meet its projected service requirements. PRri~ATEiPROPRiL•TARY CONTAINS PRiVr\TE AND~OR PROPRIETARY 1NFORl~IATION. M.A1' NOT BL- USED OR DISCLOSED Ot)TSIAF THE gFL1,SOIJTH COArPANiES E?i(.'EP'f PURSUANT TO A `~VRITTBN AGRI;FbrF,NT. Page 1 of 5 Customer Initial~~'y ~o~iti.,.~ Date 2/15/01 T.~~ i_-in._^ira~. ~ ~ • -gyp 't.~r.'71'~1 'ahY P. ~~ 01/29/2BG~1 13: ~a ~4521~1 BELUOUTH BUSIh~lESS PAGE 03 SIPECIAL SERVICE ARRANGEMENT AGREEMENT Case Number FL00-9505-00 ?. (al If Subscriber cancels thts Agreement at airy time prior to the expiration of the service period set forth in this Agreement, Subscriber shall be responsible for all termination charges. Unless otherwise specified b}• tariff, termination charges are defined as all reasonable charges due or remaining as a result of the mimmum service period agreed to by Company and Subscriber and set forth in the Attachment(s). 7. (bj Subscriber further acl~TOwledges that it has options for its telecommunications services from.~providers other than Be1lSoutlx and that it has chosen BellSouth to provide the services in this Agreement. Accordingly, if Subscriber assigns this Agreement to a certified reseller of BellSouth local services and the reseller executes a ~'`•ritten document agreeing to assume all. requirements of this Agreement, Subscriber will not be billed termination charges. However, Subscriber agrees that in thc; event it fails to meet iLi obligations under this Agreement or terminates this Agreement or services purchased pursuant to this Agreement in order to obtain services from a facilities based service provider or a service provider that utilizes unbundled network elements, Subscriber will be billed, as appropriate, termination charges as sped .feed in this Agreement. &. This Agreement shall be construed in accordance with the laws of the State of Florida. 9. Except as otherwise provided in this Agreement, notices required to be given pursuant to this Agreement shall be effective when received, and shall be sufficient i~' given in writing, hand delivered, or United States mail, postage prepaid, addressed to the appropriate party at the address set forth below. Either party hereto may change the name and address to «•hom alt notices or other documents required under this Agreement must be sent at any time by giving written notice to the other party. Company BellSouth Telecommunications, Inc. Assistant Vice President 500 N. Orange Ave Rm 534 Orlando, FL 32801 Subscriber City of Winter Springs 1000 E. S.R. 434 V4'inter Springs, FI, 32708 lU. Subscriber may not assign its rights or obligations under this Agreement without the express ~~Titten consent of Company and only pursuant to the conditions contained in the appropriate tariff. PRN ~TG'PROPRIETARY CON?AINS PRn•nT8 ANDlOR PROPRIETARY INFORMATION MAY NOT 9E USED OR D[sCt.OSED OUTSI.t)E THE DF,i.L,SOUTII COMPAIJIL-S 6;CCF,PT P~;R$i)ANT 7~~ A ~'r'RITTEN AOREEhfENT. Pagz 1 of 5 ~~ Customer Initials -~ ~i/' ~ Date 2 / 15 / O 1 TAr~-?~-?c~~~t t ~: ?~ ?a52t?t ~5i P. D3 F~1f29f2F~~1 13: 2a 2452121 BELLSOUTH BUSIhJESS PAGE 0a SPECIAL SERVICE ARRAnGEM;~INT AGREENIEI~TT Case Number FL00-9505-00 11. In the event that one or more of the provisions corttaizted in this Agreement or incorporated within by reference shall be invalid, i]legal, or unenforceable in any respect under any applicable statute, regulatory requirement or rule of law, then such provisions shall be considered inoperative to the extent of such invalidity, illegality, or unenforceabilityavd the remainder of this Agreement shal_1 continue in full force and effect. PRtVnTFJPROPRIETARY CONTAINS PRTt'ATE AND/UR PROPRIETARY INFORhtATTON. rvTAY NOT BE USED UR DiSCIASED OUTSIDE THE BELLSOUTTi COMPANIES EXCEPT PURST!ANT TO A WRITTEN AGREI:ML?t~fT. Pagc i of 5 Customer Initials,/~~~' ~"Qc'`"° Date 2/15/01 T/'~A i_-'10.-Natal , ~ • ~o ~~~~~ 7t 96% P. 04 01/29/2©D1 13: 2a 2x52121 BELLSOUTH BUSIrdESS PlaGE 05 SPECIAL SERLTCE ARRANGENT~ENT AGREEAiENT Case Number FL00-y505-00 Option 1 of 2 This rate is valid through: 03!08/2001. Estimated service inter~~al following acceptance date: 6 weeks. Scnlce description: hates and charges to provide )/SS3~~ ISDN service Loop Access Mileage for station link,5 located 8.5 miles from the serving wire center central office. Month to month payment plan.. ~8~A11 trademarks and sertiice marks contained herein are the property of BellSouth Intellectual Property Corporation. IN WI~TIESS VG'HEREOF, the parties hereto have caused this Agzeement to be executed by their duly authorized representatives on the dates set forth. below. Accepted by: Subscriber: City of Winter Springs Authorized Signature Panted Name: Ronald W. McLemore Title: City Manager Date: 2 / 1 / O 1 Company: BellSouth Telecomm.untcations, Inc. By: A'~ rized Signature Pan'`'ted Name:~h~„T 1" • ~~-~1 l~L1R.T/ Tifle~ Assistant Vice President Date: 2 . 2~ _ 01 ~_ PF1V ATE/P ROPRIETARI' CONTAINS PRT~'ATF_ AND~OR PROPRIETARY 1?VfORivl<tTlON n4AY NOT BE USED OR DISCLOSED OUTSIDE THE BI:LLSUUi'H COMPANIES EXCEP7 PURSUANT TO A WRiTTLN .~rRFbiKFNT. Ptgc 4 of 5 Customer Initials ~i~~-! s/! ~l•~~...- Date^ 2/r/O1 P. DS X1/29/2001 13:24 2452121 BELLSOUTH BUSIPJESS PAGE ~5 , , ~ SPECIAL SERVICE ARRANGEMENT ~, ` r AGREEMI/N'I Case Number Z;I,00-9505-04 Option 1 of 2 RATES AND CHARGES Ratc Element Non-Recurrins' Monthly Rate CtSOC ] . ESSN.~ ISDN service Loop Access 5.00 547.20 Mileage (a) 8.5 miles (Notes I & 2) 2. Contract Preparation Charge 5153.00 WGGVF (aj One time charge per Arrangement Agreement NOTES: 1.. ?ariff rates, charges, and regulations for ESSX~ ISDN service as specified in All 2.18 of the GSST are in addition to the rates and charges listed herein. 2. The rates and charges listed herein are in lieu of the LrSSX,~ ISDN tariff USOC for ISDN Loop Access Mileage, USOC 1 LDLN. All trademarks and sen~ice marks contained herein are the property of BellSouth Intellectual Property Corporat{on. END OF _4.RRANGEi~IENT AGRE.ENIENT OPTION 1 PRIVATEIPROPRIETARY CONTAINS PRIVATE AND/OR PROPRIETARY INFORMATION. MAY NOT BE USED OR DISCLOSED OUTSIDE THE BELLSOUTN COMPANIES EXCcPT PURSUANT TO A WRITTEN AGREEA4ENT. Page 5 of 5 Customer Initials ~~'+~~•'-.r Date 2/1/01 7A~J-?9-?©D1 13~?9 ~4~21?1 95i P.05