HomeMy WebLinkAbout1999 07 26 Consent Item A
COMMISSION AGENDA
ITEM A
Consent
Information
Public Hearin
Re ular
xx
July 26. 1999
Meeting
MGR. ~ /Dept.
REQUEST: The City Manager requests that the Commission approve a sub-lease between
APT TAMPNORLANDO, INC. (Aerial Communications) and AT&T
WIRELESS SERVICES OF FLORIDA, INC.; a Site Impact Rental Agreement
between the City and AT&T; and a Consent, Non-Disturbance and Attornment
Agreement between the City, APT and AT&T to locate a third communication
installation on the Communication Tower located on the City Hall property.
PURPOSE: The purpose of this agenda item is to have the Commission approve a sub-lease
between APT TAMPNORLANDO, INC. (Aerial Communications) and AT&T
WIRELESS SERVICES OF FLORIDA, INC.; a Site Impact Rental Agreement
between the City and AT&T; and a Consent Non-Disturbance and Attornment
Agreement to locate third communication installation on the Communication
Tower located on City Hall property.
CONSIDERA TIONS:
1) In December 1997, the City of Winter Springs and APT entered into a Master
Land Lease for APT to a limited communications tower on City property
providing for not less than three co-locations.
2) To date, APT has located an installation at the 165-foot level for which the City
receives $1,000 rent per month. Sprint (sub-lease) has located an installation at the
134-foot level at a rate of$I,OOO per month which is shared equally by the City
and APT.
3) AT&T wishes to locate an installation at the 120-foot level at a rate of$I,500
per month which is to be shared equally by the City and APT. Further, AT&T will
sign a Site Impact Rental Surcharge Agreement which will earn the City another
$3,000 per annum (this is not shared with APT).
July 26, 1999
Consent Agenda Item A
Page 2
4) The City continues to have a space located at the 149-foot level between APT
and Sprint.
5) The sub-lease is consistent with the terms and conditions of the Master Lease
and the City ordinance.
6) Between the three leases, the City will be receiving $30,000 annually for
leases.
7) The City Attorney is reviewing the documents for legal content.
FUNDING: No funding is required for this item.
REcOMMENDA TION:
It is recommended that the Commission approve the sub-lease between APT and
AT&T; the Site Impact Rental Surcharge Agreement between the City and
AT&T; and the Consent, Non-Disturbance and Attornment Agreement between
the City, APT and AT&T contingent on the City Attorney approving the
documents.
IMPLEMENTA TION:
The installation should be completed in 60 days.
ATTACHMENTS:
A Telecommunications Tower Site Impact Rental Surcharge Agreement
B Consent, Non-Disturbance and Attornment Agreement
C Site Sublease Agreement
COMMISSION ACTION:
ATTACHMENT A
01/05/1995 1&:15~523941~~~ 1< TELETRONICS
Mr~ at)
TELECOMMUNICATIONS TOWER
SITE IMPACT RENT AI.. SURCHARGE AGREEMENT
PAGE 62
nus AGREEMENT is by and between the City of Winter Spri~s. Florida., a munic;ipal
corporation. hereinafter ulled the "City". and AT&T Wireless Services of Florida. Ioe" a
Florida. corporation doing business as AT&T Wireless Services ("AT&:r'), and is based on the
following conditions:
WHEREAS, the City hiS entered into a lease for construction of a One Hundred Sixty-
Five Foot (165') above ground level f'AGL") telecommunicatiops tower on lands owned by the
City. whidt lease is with APT Tampa/Orlando. Inc., dated December 12. 1997 ('"APT"); and,
WHEREAS. said lease with APT aJlows for APT to sublease space on the telec.ommuniwions:
lOWer to other telecommunications providers; and,
WHEREAS, said lease between the City and APT .reserves space on the telecommunications
lower at One Hundred Fifty Feet (150') AGL for use by the City; and.
WHEREAS. AT AT has ~ into a sublease witb APT for space on the tower located at an
AGL of One Hundred Twenty Feet (120') which is below the spaCe reserved for the Cit~ and,
WHEREAS. AT&T will utilize a 10 by 20 foot area within the ground site around the tower for
its equipment shelter, thereby, impacting the site for Nt\lre use by the City of its ground equipment
shelter area in exercising its reserved tower space location;
NOW l'JiEREFORE, be it agreed by the parties to this Agreement as fo11ows:
1. Reeita\!. Correct. Each and all of the foregoing recital! are acknowledged and agreed to
be true and correct,
2. und Area SUfcha(8e The patties agree that the ground area at tbe base Qfthe toweT to be.
utiJized by AT&T wiJllimit the availability of ground space for other tower users including the City and
as consideration for the use of such sround area. AT&T agrees to pay a surcharge to the City of
$3.000.00 per year for the period AT&T oecupies the tower or the ground area. Said sum may be paid
on a pro.rata basis either monthly, or quarterly, or on an annual lump sum basis in a.dvance to:
City of Winter Spring$
Finance Department
1126 E. S.R. 434
Winter Springs, FL 32708
01/05/1995 16:15
1352394166'2
TELETRONICS
PAGE r
The panies agree that such sum shall be in addition to any sum owed by AT&T to APT. 0[' the
City that is otherwise imposed under that certain lease by and between the City of Winter Sprin~ and
APT or the sublease by and betWeen APT and AT&T.
3. The parties agree that tNs Agreement shall not be modified or altered by either party unless such
modifi~atiOn or alteration is a~ee.d to in writing by both parties.
IN WITNESS WHEREOF the parties hereto set their hand and seal this ~ day of
. 1999.
Witness:
AT&T Wireless Service of Florida.. Inc..,
a FIQrida corporation
....,
Print Name
By: Mary DiOrio
Title: Director ofNetwOfl ReAJization
Witness:
CITY OF WINtER SPlUNGS
-
Print Name
By:
Title:
?/?'~
l~~~~ '<:' ).r:ll..l-,..fQ~ n.J..III:.J\1 l.l..Jcc.?!.\ C C
<':T ,nr
ATTACHMENT B
Site No.: OR-73/Winter Springs
State: Florida
County: Seminole
CONSENT, NON-DISTURBANCE
AND ATTORNMENT AGREEMENT
THIS AGREEMENT (hereinafter referred to as "Agreement") is dated and entered into
this 1st day of July, 1999, by and between, CITY OF WINTER SPRINGS, a Florida
incorporated municipality, whose principal office address is 1126 East S.R. 434, Winter Springs,
Florida 32708 ("Landlord"), APT TAMPA/ORLANDO, INC., a Delaware corporation, whose
principal office address is 6902 Cypress Park Drive, Tampa, Florida 33634 ("Sublandlord") and
AT &T WIRELESS SERVICES OF FLORIDA, INC., a Florida corporation, whose principal
office address is 2400 Maitland Pkwy., Suite 110, Maitland, Florida 32751 ("Subtenant").
WITNESSETH
WHEREAS, Landlord is the owner of fee simple title to certain real property located at
1126 East S.R. 434, Winter Springs, Florida 32708, more particularly described in Exhibit "A"
attached hereto and incorporated herein by reference ("Parent Tract"); and
WHEREAS, Landlord entered into that certain Site Agreement for Land dated December
12, 1997 ("Ground Lease") with Sublandlord pursuant to which Sublandlord leases the property,
more particularly described in Exhibit "B" attached hereto and incorporated herein by reference
("Subject Parcel"), for an initial term commencing on December 12, 1997 and terminating at
midnight on December 18, 2002.
WHEREAS, Sublandlord desires to Sublease a portion of the Subject Parcel, more
particularly described in Exhibit "B" attached hereto and incorporated herein by reference
("Subleased Premises"), to Subtenant for the purpose of operating and maintaining
telecommunication equipment and the construction, alteration, maintenance, repair, replacement
and relocation of related facilities: antennas, equipment and buildings, and any activities related
thereto.
NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements
herein contained, the receipt and sufficiency of which are hereby acknowledged, the parties
hereto, intending to be legally bound hereby, agree as follows:
1. Landlord acknowledges and agrees that: (i) the Ground Lease remains in full
force and effect; (ii) that Sub landlord is in good standing under the Ground Lease; and (iii) that
Sub landlord has not been nor is now in default under the terms of the Ground Lease.
2. Landlord acknowledges and agrees that by executing this Agreement, Landlord
consents to Sublandlord entering into a Site Sublease Agreement dated July 1, 1999 ("Sublease")
with Subtenant.
3. Landlord and Subtenant acknowledge and agree that in the event Sublandlord
defaults in the performance of its obligations under the Ground Lease, whether monetary or non-
c:\scl\al&l\l 00 I 278\OR73IseAPTapproved 6-21-99.c1
monetary, Landlord shall provide Subtenant with written notice of the default. IfSublandlord
fails to cure the default and Landlord terminates the Ground Lease or pursues any remedies that
may affect Subtenant's rights and interest under the Sublease, it is agreed that notwithstanding
such termination or remedies, Subtenant's rights under the Sublease shall not be affected,
modified, or altered. Upon notice of termination of the Ground Lease, Subtenant shall be entitled
to direct any payments due under the Sublease to Landlord in full satisfaction of any sums that
Landlord may claim are due and owing to Sublandlord under the Sublease.
4. In the event Landlord takes possession of the Subject Parcel, Landlord agrees that
in the exercise of its rights, Landlord shall not affect or disturb Subtenant's right to possession of
the Subleased Premises or any of Subtenant's other rights under the Sublease so long as
Subtenant is not then in default, after applicable notice and/or grace periods, under any of the
terms, covenants, or conditions of the Sublease.
5. If the interest of Sub landlord or any successor of Sublandlord under the Ground
Lease and/or Sublease is terminated or extinguished, Landlord and Subtenant hereby agree to be
bound to one another under all of the terms, covenants and conditions of the Sublease. From and
after the occurrence of such event, Landlord and Subtenant shall have the same remedies for the
breach of any provision of the Sublease that Sublandlord and Subtenant had before Landlord
succeeded to Sublandlord's interest; provided, however, that Landlord shall not be:
a. personally liable for any act or omission of any prior sub landlord
(including Sublandlord); or
b. bound by any rent or additional rent which Subtenant might have paid for
more than the one month in advance to any prior sub landlord (including
Sub landlord).
6, Landlord acknowledges and agrees that there are no parties who currently have a
leasehold or license interest in the Parent Tract other than Sublandlord.
7. The parties acknowledge and agree that Subtenant shall have the right to occupy
the Subleased Premises for an initial term which shall terminate at midnight on December 18,
2002 and that the Sublease shall automatically renew for four (4) renewal term(s) of five (5)
years. If Sub landlord does not renew the Ground Lease and Subtenant desires to continue
occupying and possessing the Subleased Premises, Subtenant may do so at its election pursuant
to the terms of the Ground Lease (including the right to renew) and shall direct all rental
payments to Landlord. Notwithstanding Paragraph 6.B(i) ofthe Ground Lease, Landlord
acknowledges and agrees that in the event that Sub landlord elects not to renew the Ground Lease
or elects to terminate the Ground Lease and Landlord does not take ownership of the tower,
Subtenant may, under Paragraph 10(c) of the Sublease, exercise its option to purchase the Tower
from Sublandlord simultaneously with the assignment and assumption of the Ground Lease.
8. This Agreement shall be binding upon and shall inure to and benefit the respective
successors and assigns of the parties hereto and any tenants of Landlord or any subtenants of
Sublandlord which are permitted under the Ground Lease.
c:\scf\at&t\ I 00 1278\OR7JlseAPTapprovcd 6-21-99.cl
2
IN WITNESS WHEREOF, the undersigned have signed this Agreement as of the date
first set forth above.
WITNESSES:
"Landlord"
CITY OF WINTER SPRINGS, a Florida
Incorporated municipality
Print Name:
By:
Print Name:
Print Name:
Title:
Attest:
Print Name:
Print Title:
[Corporate Seal]
"Sublandlord"
APT TAMPNORLANDO, INC., a Delaware
corporation
Print Name:
By:
Print Name: Barry M. Brown
Print Name:
Title: Director Engineering & Operations
c:\sct\at&l\l 00 I 278\OR73IscAPTapproved 6-21-99.cl
3
"Subtenant"
AT&T WIRELESS SERVICES OF FLORIDA,
INC., a Florida corporation
By:
Print Name:
Print Name: Mary DiOrio
Title: Director of Network Realization
Print Name:
LANDLORD ACKNOWLEDGMENT
STATE OF
)
) ss:
)
COUNTY OF
On , before me, Notary Public,
personally appeared , personally known to me (or proved to me on the
basis of satisfactory evidence)who has produced as identification to be the person
whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his
authorized capacity, and that by his signature on the instrument, the person, or the entity upon behalf of which
the person acted, executed the instrument.
WITNESS my hand and official seal.
(SEAL)
Notary Public
My commission expires:
c:\sct\at&t\ I 00 I 278\OR73lseAPTapproved 6-21-99.cl
4
SUBLANDLORD ACKNOWLEDGMENT
STATE OF
)
) ss:
)
COUNTY OF
On , before me, Notary Public,
personally appeared Barry M. Brown, personally known to me or who has produced
as identification and acknowledged to me that he executed the same in his
authorized capacity, and that by his signature on the instrument, the person, or the entity upon behalf of which
the person acted, executed the instrument.
WITNESS my hand and official seal.
(SEAL)
Notary Public
My commission expires:
SUBTENANT ACKNOWLEDGMENT
STATE OF
)
) ss:
)
COUNTY OF
On , before me, Notary Public,
personally appeared Mary DiOrio, personally known to me or who has produced as
identification and acknowledged to me that she executed the same in her authorized capacity, and that by her
signature on the instrument. the entity upon behalf of which the person acted, executed the instrument.
WITNESS my hand and official seal.
(SEAL)
Notary Public
My commission expires:
c:\sct\at&l\ I 00 I 278\OR7JlseAPTapproved 6-21-99.c1
5
Exhibit "A"
to that certain Consent, Non-Disturbance and Attornment Agreement dated
, 1999, by and between the CITY OF WINTER SPRINGS, APT
TAMPA/ORLANDO, me. and AT&T WIRELESS SERVICES OF FLORIDA, INC.
The Parent Tract is legally described as follows:
TO BE A TT ACHED
c:\scl\al&l\ I 001 278\OR73lscAPTapprovcd 6-21-99.cl
6
Exhibit liB" (1)
to that certain Consent, Non-Disturbance and Attornment Agreement dated , 1999 by
and between CITY OF WINTER SPRINGS, APT TAMPAJORLANDO, INe. and AT&T
WIRELESS SERVICES OF FLORlDA, INe.
The;: Subject Parcel and Subleased Premises are legally described as follows:
TO BE A TT ACHED
c:\sct\at&t\l 00 I 278\OR73\scAPTapproved 6-21-99.c1
7
Exhibit "B" (2)
to that certain Consent, Non-Disturbance and Attornment Agreement dated
1999, by and between CITY OF WINTER SPRINGS, APT
TAMPNORLANDO, INC. and AT&T WIRELESS SERVICES OF FLORIDA, INC.
TO BE A TT ACHED
c:\sct\at&t\ 1 00 I 278\OR73lseAPTapprovcd 6-21-99.c1
8
ATTACHMENT C
AT&T Cell Site I.D.: OR073/Winter Springs
State: Florida
County: Seminole
APT Site'I.D.: A2E015-B
)
SITE SUBLEASE AGREEMENT
THIS SITE SUBLEASE AGREEMENT ("Sublease") is dated and entered into on the 1st day of
July, 1999, between AT&T WIRELESS SERVICES OF FLORIDA, INC., a Florida corporation,
d/b/a as AT&T WIRELESS SERVICES ("Subtenant") and APT TAMPNORLANDO, me., a
Delaware corporation ("Sub landlord"). '
1. Leased Property and Permitted Uses. Sub landlord hereby subleases to
Subtenant the tower space ("Tower Space") comprised of certain portions of Sublandlord's
antennae tower ("Tower") situated on the real property more particularly described on Exhibit
"A" (the "Property"), attached hereto and incorporated herein by reference, and hereby leases to
Subtenant a portion of the Property together with easements upon and across the Property and
adjoining property owned or leased by Sub landlord for the purposes of pedestrian and vehicular
ingress and egress, installation and operation of utilities servicing the Tower Space and
construction and maintenance of all improvements th~reon (the "Ground Space") as further
depicted and legally described on Exhibit "A-1", attached hereto and incorporated herein by
reference. Sub landlord reserves the right to use any and all portions of the Tower (including the
Tower Space) for the installation and operation of wiring, cabling, conduit and other facilities
necessary or appropriate for Landlord's current or anticipated use or sublease of the Tower.
, 2. Underlvine Lease.
a, Sub landlord, as lessee, and the City of Winter Springs, a Florida incorporated
municipality ("Overlandlord"), as lessor, have entered into a Site Agreement for Land dated and
commenced December 12, 1997 ("Ground Lease") with respect to the Property. The terms
containe9 in the Ground Lease (a copy of which is attached hereto as Exhibit "C") are
incorporated into this Sublease by reference. Subtenant hereby assumes all of the obligations of
Sub landlord set forth in the Ground Lease to the extent applicable to the Tower Space; provided,
however, that Subtenant shall have no liability with respect to the payment of Sub landlord's
rental obligations to Overlandlord under the Ground Lease. Except as provided in Subparagraph
10.c" herein, Subtenant shall not be granted any of the rights granted to Sublandlord under the
Ground Lease, including any right of Sub landlord to exercise any renewal or extension option
available thereunder. Sub landlord shall promptly provide Subtenant with copies of any
amendments to the Ground Lease. Sublandlord represents to Subtenant'that, to Sublandlord's
knowledge, neither Sublandlord nor Overland lord is in default under the Ground Lease as of the
date ofthis Sublease.
b. Sublandlord, Subtenant, and Overlandlord have entered into a Consent, Non-
Disturbance and Attornment Agreement, dated July 1 , 1999 ("CNDA Agreement"). The terms
contained in the CNDA Agreement ( a copy of which is attached hereto as Exhibit "D") are
incorporated into this Sublease by reference, Sublandlord shall not be liable to Subtenant in any
way for any default of Overlandlord under the Ground Lease or in connection with any
termination of the Ground Lease in accordance with its terms. Except as provided in
Subparagraph 1 a.c., herein and the CNDA Agreement, in the ,event of the expiration or
termination of the Ground Lease for any reason, this Sublease shall automatically terminate on
the date of the expiration or termination of the Ground Lease, and the parties shall be released of
all liabilities and obligations thereafter accruing, except with respect to those provisions that
~pressly survive expiration or termination of this Sublease.
c. Subtenant shall 'not, without the prior written consent of Sublandlord in each
instance, communicate with Overland lord, directly or indirectly, with respect to any subject
matter pertaining to this Sublease or the Ground Lease.
d. If Sub landlord receives a default notice from Over1andlord under the Ground
Lease, Subland10rd shall promptly provide a copy of such notice to Subtenant. If Sublandl.ord
fails to cure such default within any applicable grace period, as set forth in the Ground Lease,
and such failure permits Over1and10rd to terminate the Ground Lease, Subtenant shall have the
right (but not the obligation) to cure such default on Sublandlord's behalf. If.Su~~~nant elects to
cure such default, Subtenant shall give Sublandlord written notice of its,',election-no':later than
five (5) days prior to commencing any curative action, Sublandlord sh'~ll reimburse Subtenant
c:\scf\al&l\ 100 1278\or731seAPT approved 6-21-99.cl
June 22, 19~9
A T& T Cell Site I.D.: OR073/Winter Springs
State: Florida
County: Seminole
APT Site I.D.: A2E015-B
immediately upon written demand for any cost or expenses incurred by Subtenant on account of
curing such default on behalf of Sublandlord, If Sub landlord fails to cure the default and
Overlandlord terminates the Ground Lease or pursues any remedies that may affect Subtenant's
rights and interest under the Sublease, Subtenant's rights under the Sublease as between
Subtenant and Overlandlord shall be addressed as provided in the CNDA.
e. This Sublease shall be subordinate to the Ground Lease and to the lien of any
present or future mortgage upon any interest in the Property regardless of the time of execution
or the time of recording of any such mortgage. Upon written request from Sublandlord,
Subtenant shall execute an instrument reasonably satisfactory to Sublandlord confirming such
subordination, although the subordination shall be self operative even in. the absence of such
confirmation. If any mortgagee shall succeed to the interest of Sub landlord in this Sublease,
Subtenant will recognize such mortgagee as its landlord under the terms of this Sublease. The
word "mortgage" specifically includes all mortgages or other similar instruments, and
modifications, extensions, renewals and the placements thereof, and any and all advances
thereunder,
3, Initial Term. The initial term ("Term") Of this Sublease shall commence on the
earlier of (i) the date Subtenant commences construction of its. communications tower
improvements on the Tower Space, or (ii) the first day after the expiration of the "Due Diligence
Period" under Section 7 (such earlier date being the "Con1mencem~nt Date"). The Term of this
Sublease shall terminate at midnight on December 18, 2002.
4, Renewal Terms. If (i) this Sublease and the Ground Lease are then in full force
and effect, (ii) Subtenant is not in default hereunder, and (Hi) Sub landlord, in it sole discretion,
timely elects to extend the term ofthe Ground Lease (as permitted thereunder) such that the term
thereof is long enough to encompass the RenewcH Term (as defined hereafter), then this Sublease
shall automatically renew for up to four (4) additional five (5) year terms (each being a "Renewal
Term"), unless Subtenant notifies Sublandlord in writing of Subtenant's intention not to renew
this Sublease at least 60 days prior to the expiration of the initial term or any Renewal Term.
Subtenant agrees that Sublandlord has no obligation whatsoever under this Sublease to exercise
any renewal option granted to Sublandlord under the Ground Lease regardless of the timely
exercise by Subtenant of any renewal option granted to Subtenant under this Sublease. Except as
provided in Subparagraph 1O,c., herein, and in the CNDA, if Subtenant elects to let this Sublease
automatically renew for any Renewal Term granted hereunder, and Sub landlord fails to extend
the term of the Ground Lease for a period equal to or greater than the length of such Renewal
Term, this Sublease shall expire on the expiration date of the Ground Lease, unless sooner
terminated inaccordance with the terms herein,
5, Rent.
a, From and after the Commencement Date, Subtenant shall pay Sub landlord the
sum of One Thousand Five Hundred and no/IOO Dollars ($1,500,00) per month ("Rent"). Rent
and all applicable sales taxes shall be payable on the first day of each calendar month in advance
at Sublandlord's address specified in Paragraph 15 below, Sublandlord ",,'ill provide the requisite
information for Subtenant to pay Rent by direct. deposit to Sublaridlord's bank, but the
implementation of the direct deposit system shall be at Subtenant's sole expense.
'\
b, If the Term commences on other than the first day of a month, the Rent shall be
prorated for that first m.onth for the number of days from the Commencement Date to the end of
the month, If this Sublease is terminated on a day other than on the last day of a month, then
Rent shall be prorated as of the date of termination, and, in the event of termination for any
reason other than nonpayment of Rent, all prepaid Rents shall be refunded to Subtenant.
c. Commencing on the first anniversary of the Commencement Date and on e.ach
anniversary thereafter during the Term and any Renewal Term, Subtenant shall pay the then
current annual Rent, increased by three percent (3%),
d, If after Sub landlord has designated an account to which Subtenant shall make
payments via electronic transfer, and after Sublandlord has provided Subtenant with its Federal
c:\scf\at&t\1001278\or73IseAPTapproved 6-21-99.c1 2
June 22. 1999
AT&T Cell Site I.D.: OR073/Winter Springs
State: Florida .
County: Seminole
APT Site I.D.: A2E015-B
taxpayer identification number, Subtenant fails to make any payment of Rent or other sums due
or payable by Subtenant hereunder within five (5) days after same is due, in addition to such
payment, Subtenant shall pay Sublandlord a late charge equal to five percent (5%) of such
payment
6. Permitted Use. Subtenant may use the Property, the Tower Space and the Ground
Space only for the purpose of installing, operating and maintaining no more than nine (9)
antennae upon the Tower, mounted on a side mount and located at an above ground level of 120
feet in accordance with the load and capacity of the Tower, as determined by the structural
analysis to be performed in accordance with Paragraph 9.b below, and for the installation,
operation and maintenance of certain telecommunications equipment on the Ground Space and
Tower Space, as further defined hereln as "Antenna Facilities", and as depicted and further
described on Exhibit "B" attached hereto and incorporated herein by reference (" Permitted Use")
7. Due Dilieence Period. For 180 days after the date of this Sublease first set forth
above (the "Due Diligence Period"), Subtenant and its agents, engineers; surveyors and other
representatives shall have the right to enter upon the Property to conduct geological and
engineering tests, apply for and obtain applicable governmental permits and approvals, and
otherwise to do those things on or off the Property that, in the opinion of Subtenant, are
necessary to determine the: feasibility or suitability of the Property for Subtenant's Permitted Use,
all at Subtenant's expense', Suhtenant shall not be liable to Sub landlord or any third party on
account of any pre-existing defect or condition on or with respect to the Property, whether or not
such defect or condition is disclosed by Subtenants inspection, If, in the sole and absolute
opinion of Subtenant, the Property is not suitable for Subtenant's intended use, or Subtenant
determines that the operation of a communications facility on or within the Property would not
be in the Subtenant's best interest, Subtenant shall have the right at any time prior to the
expiration of the Due Diligence Period to terniinate this Sublease by sending written notice of
termination to Sublandlord. Thereafter, neither Sublandlord nor Subtenant shall have any further
obligation or liability under this Sublease except as otherwise provided herein. Sub landlord has
not made any representations' or warranties, express or implied, with respect to condition or
fitness of the Tower Space, the Tower or the Property for any particular use, or with respect to
the zoning or any licenses, permits, certificates or similar governmental approvals required for
Subtenant's permitted use, except as provided herein,
Simultaneously with the execution of this Sublease by Subtenant, Subtenant has paid to
Sub landlord, and Sub landlord hereby acknowledges receipt of, a .commitment deposit in the
amount equal to the first month's Rent under this Sublease together with all applicable sales tax
(the "Commitment Deposit"). If Subtenant terminates this Sublease within the Due Diligence
Period, Sub landlord shall retain the Commitment Deposit as consideration for Subtenant's right
to terminate. Otherwise, the Commitment Deposit shall be applied to the first month's Rent
hereunder.
8. Interference. Sublandlord reserves the right, upon thirty (30) days' prior written
notice, to relocate Subtenant's antenna equipment within the Tower and the Tower Space
provided such relocation does not materially and adversely affect Subtenant's permitted use.
Sublandlord shall bear the expense of such relocation, unless Subtenant precipitated the
relocation, in which event Subtenant shall be solely responsible for all such costs.
~otwithstanding anything contained herein to the contrary, should the proposed relocation by
Sublandlord materially and adversely affect Subtenant's permitted use, Subtenant shall have
ninety (90) days to terminate the lease and vacate the Tower Space and Ground Space. Subtenant
agrees that no action taken pursuant to this Section 8 shall constitute a constructive eviction and
Sublandlord shall have no liability to Subtenant for lost revenues or profits or any other claims
arising from any action taken by Sublandlord pursuant to this Section 8. Subtenant shall not use
the Property or the Ground Space in any way that interferes with the use of the Property by
Sublandlord, or which interferes in any way with the transmission, reception or relay of
communications signals upon the Property at any frequency by tenants or licensees of
Sub landlord holding rights of the Property, or other collocating parties on the Tower as of the
Commencement Date. Such interference shall be deemed a material breach of this Sublease by
Subtenant and Subtenant shall immediately terminate such interference. If such interference is
not remedied promptly, in Sub landlord's reasonable discretion after notice to Subtenant,
c:\scf\aI&I\1001278\or73IseAPTapproved 6-21-99.c1 3
June 22, 1999
A T& T Cell Site 1.0,: OR073/Winter Springs
State: Florida
County: Seminole
APT Site 1.0.: A2E015-B
Sublandlord shall have the right, in addition to any and all rights and remedies at law and in
equity, to enjoin such interference or to terminate this Sublease in the event such interference is
not fully cured within forty-eight (48) hours of notice from Sublandlord to Subtenant; provided,
however, Sublandlord hereby acknowledges that Subtenant's use of the Property and the Ground
Space for Subtenant's Permitted Use in accordance with the terms of this Sublease shall not
constitute an impermissible interference by Subtenant.
9, Improvements: Utilities: Access.
a, Subtenant shall have the right, at its sole expense, to install, construct, maintain,
modify, supplement, replace and upgrade a communications facility on the Ground Space and
Tower Space, which may include radio transmitting and receiving antennas, equipment shelters
and other improvements relating thereto (collectively the "Antenna Facilities"). The exact
location of the Antenna Facilities on the Tower Space will be determined in conjunction with
Sublandlord's engineers to avoid interference with Sub landlord's lighting equipment, cables,
lines, antenna and other property located on the Tower. All work by Subtenant shall be
performed in a good, workmanlike manner, in compliance with applicable laws and ordinances
and without interruption to or interference with the operation of the Tower or Sublandlord's
communications facilities; .unless Sublandlord consents to such interruption or interference in
writing, and shall be performed by a contractor(s) approved by Sublandlord, which approval
shall not be unreasonably withheld or delayed; provided, however, it is understood that
Overlandlord's consent under the Ground Lease may also be required. Sublandlord shall advise
Subtenant in writing within ten (10) business days of receipt of such information whether it
approves Subtenant's proposed contractor(s). Subtenant is not authorized to contract for or on
behalf of Sub landlord for work on, or the furnishing of materials to, the Property, the Tower
Space or the Ground Space and Subtenant shall discharge of record by payment, bond or
otherwise, within ten (10) days subsequent to the date of its. receipt of notice thereof from
Sublandlord, any mechanic's construction liens filed against the Property or the Ground Space
for work or materials claimed to have been furnished at the instance of Subtenant.
b. Prior to commencement of construction, Subtenant shall provide Sublandlord a
copy of the structural analysis of the Tower performed by a licensed structural engineer, and the
detailed plans and specifications for construction within the Tower Space, which Sublandlord
shall accept or reject within ten (10) days of receipt. Sublandlord may reject the structural
analysis if the analysis suggests that Subtenant's installation adversely affects the structural
integrity of the Tower, In the event Sublandlord rejects the structural a.T1alysis, Subtenant shall
modify its antenna configuration to comply with the structural analysis, or may upgrade the
Tower or foundation, at its sole cost and expense. Subtenant shall, at Subtenant's expense, keep
and maintain the Antenna Facilities and the Ground Space in commercially reasonable condition
and repair during the Term of this Sublease. The Antenna Facilities shall remain the exclusive
property of Subtenant, and Subtenant shall have the right to remove ail or any portion of the
Antenna Facilities. at any time during the Term of this Sublease and for ninety (90) days
thereafter. After termination of this Sublease, Subtenant will return the Tower Space and the
Ground Space and all improvements thereon not removed by Subtenant in good condition. Any
improvements not removed by Subtenant shall become the sole property of Sublandlord, and
Subtenant shall have no furtherrights, obligations or liabilities with respect thereto.
~
c. Subtenant shall pay any incremental, additional utilities charges to the Property
and the Ground Space incurred as a result of Subtenant's use of the Property, the Tower Space
and the Ground Space. Subtenant shall have the right, at Subtenant's sole expense, to install or
improve utilities serving the Tower Space or the Ground Space (including, but not limited to, the
installation of emergency power generators).
Subtenant shall cause all utilities servicing the Tower Space and Ground Space tq be
separately metered, and shall pay all charges incurred directly to the applicable utility provider;
provided, however, that in the event Subtenant is unable to separately meter the Tower Space or
the Ground Space, Sublandlord shall invoice Subtenant on a monthly basis for Subtenant's utility
charges incurred and Subtenant shall pay such invoice in full within ten (10) days of receipt
thereof. Sublandlord shall have no liability for. interruption of utilities servicing the Tower
Space,
c:\scf\at&t\1001278\or73IseAPTapproved 6-21-99.cl 4
June 22, 1999
AT&T Cell Site f.O,:OR073/Winter Springs
State: Florida
County: Seminole
APT Site 1.0.: A2E015-B
d. Sublandlord shall provide Subtenant with 24-hour, 7-day per week access to the
Tower Space aI1d the Ground Space for the installation, maintenance and operation of the
Antenna Facilities and any. utilities serving the Property or the Ground Space; provided,
however, Subtenant shall provide Sub landlord with at least forty-eight (48) hours notice prior to
any installation, maintenance or operation that requires access to the Tower unless an emergency
exists, in which case notice shall be provided to Sublandlord at least twenty-four (24) hours after
access to the Tower or Property has occurred. Sub landlord shall have the right to have a
representative present during any maintenance, repair or replacement or installation of
Subtenant's Antenna Facilities that requires access to the Tower or the Property. The parties
agree that in no event shall Sublandlord be responsible or liable whatsoever for any interruptions,
disruptions or failures in the Antenna Facilities including without limitation equipment failures,
utility failures, structural failures or otherwise. Subtenant, at its expense, may use any and all
appropriate means of restricting access to the Antenna Facilities, including construction of a
fence; provided however, such restricting of access shall not interfere with the operations of
Sublandlord or any other pre-existing occupant of the Tower or the Property.
e. Sublandlord shall be responsible for the maintenance and repair of the Tower, but
Subtenant shall reimburse ,Sublandlord, within thirty (30) days of receipt of a year-end invoice
(supported by reasonable ,;documentation) from Sublandlord for Subtenant's share of the annual
maintenance and repair costs 'and expenses incurred by Sublandlord in connection with the
Tower and such other costs or expenses regarding the Tower which are passed through to
Sub landlord under the Ground Lease, which costs and expenses shall be shared equally between
the total number of persons or entities, inclusive of Sub landlord and Subtenant, collocating on
the Tower, at the time of Sub landlord's issuance of the year-end invoice, For any entity or person
collocating on the Tower for a period less than the entire year to which the invoice relates, its
share of costs and expenses shall be prorated to reflect the actual term of occupancy on the
Tower.
f. In no event shall Subtenant or any of Subtenant's agents or representatives enter or
have access to Sublandlord's equipment shelter or storage facility or any portion thereof located
on the Property. Subtenant shall be responsible at its sole cost and expense for constructing and
maintaining its own equip!TIent shelter or storage facility.
10. Termination
a. This Sublease may be terminated, without any penalty or further liability except
as expressly provided herein, as follows:
i. by Sublandlord if Subtenant fails to cure a default for payment of amounts
due under this Sublease within 15 days after Subtenant's receipt of written notice of default from
Sublandlord;
ii. by either party if the other party defaults (other than a default described in
Section 10.a.i above) and fails to cure such default within 30 days after written notice of such
default is received by the defaulting party from the non-defaulting party; provided, however, that
if such default is capable of being cured, but not within such 30-day period, this Sublease may
1\ot be terminated so long as the defaulting party commences appropriate curative action within
such 30-day period and thereafter diligently prosecutes such cure to completion as promptly as
possible;
111. by Subtenant on 30 days prior notice if it is unable to obtain any license,
permit or governmental approval necessary for the construction or operation of the Antenna
Facilities or Subtenant's actual or intended use of the Tower Space or the Ground Space, and
Tenant has used its best efforts to obtain and/or renew said permits or approvals;
iv. by Subtenant on 30 days prior written notice if Subtenant determines, in
its reasonable discretion exercised in good faith, that based on (i) material changes in technology,
(ii) material interference, in violation of this Lease, with the use of the Tower Space resulting
from the acts of any third party other than third parties located on the Tower Space as of the
c:\scf\aI&I\1001278\or73IseAPTapproved 6-21-99,c1 5
June 22, 1999
AT&T Cell Site 1.0.: OR073/Winter Springs
State: Florida
County: Seminole
APT Site 1.0.: A2E015-B
Commencement Date, or from an act of God or other natural forces, or (iii) material changes in
system design or system usage patterns, Subtenant's Permitted Use of the Antenna Facilities (as
the same may have been modified from time to time) is no longer possible to continue;
v. by Sublandlord, upon sixty (60) days prior notice, if a receiver, trustee in
banIauptcy or similar officer shall be appointed to take charge of all or any part of Subtenant's
property by a court of competent jurisdiction, or if a petition is filed by or against Subtenant
under any banIauptcy law and same is not dismissed within sixty (60) days from the date of
filing;
b. In the event of any default as above mentioned, Sublandlord may, immediately or
at any time thereafter, enter the Tower Space and Ground Space or any part thereof and repossess
the same as of its former estate, and expel Subtenant, and those claiming by, through or under
Subtenant and remove any personalty left ,by Subtenant (or anyone claiming an interest by,
through or under Subtenant) without being deemed guilty of any manner of trespass, and without
prejudice to any other available remedies, and Sublandlord shall have the option of terminating
this Sublease upon written notice thereof given to Subtenant. If Sublandlord terminates this
Sublease or repossesses the Tower Space due to an event of default, Subtenant shall (i) remain
liable for all rental and .other obligations accruing up to the date of such repossession or
termination, and (ii) remain liable for the payment of all its rent and additional rental obligations I
payable hereunder for the balance of the unexpired term of this Sublease in effect as of the date
of termination or repossession by Sub landlord. In the event of a default, Sub landlord shall have
the right to do whatever Subtenant is obligated to do under the terms of this Sublease (and enter
upon the Tower Space in connection therewith) without being liable for any damages
whatsoever, and Subtenant agrees to reimburse Sub landlord upon demand for any costs and
expenses which Sub landlord may incur in effecting compliance with Subtenant's obligations
under this Sublease. Sub landlord may cure any default of Subtenant without prior notice to
Subtenant if an emergency exists; provided, however, Sub landlord shall give Subtenant notice of
such cure within forty-eight (48) hours thereof. Subject to the notice and cure periods provided
for herein, Sublandlord shall have the right to exercise any or all other remedies available to
Sub landlord, in connection with an Event of Default,at law or in equity, including without
limitation, injunctive relief.
c. In the event Sublandlord elects not to exercise any renewal option granted to
Sub landlord under the Ground Lease or elects to terminate the Ground Lease, Sublandlord shall
provide Subtenant with written notice of such decision reasonably in advance of the termination
of the then current term or proposed termination under the Ground Lease, If Sub landlord elects
not to exercise any renewal option granted to Sub landlord under the Ground Lease or elects to
terminate the Ground Lease, Subtenant shall then have the option, exercisable in its sole
discretion, to require Sub landlord to assign the Ground Lease to Subtenant and to assume all of
Sublandlord's obligations thereunder; approval of such assignment by the Overlandlord shall be
as provided in the CNDA Agreement. Any such assignment shall provide that Subtenant shall
become solely responsible for Sub landlord's obligations under the Ground Lease from and after
the date of the assignment, and that Sub landlord is released from all of its obligations thereunder.
As a condition of such assignn1ent to Subtenant, Subtenant shall obtain from the Overland lord
and provide to Sub landlord a written notification confirming the release of Sublandlord from its
obligations under the Ground Lease upon the assignment and assumption by Subtenant.
Subtenant agrees to indemnify Sublandlord and hold Sub landlord hatmless [rom all claims,
liabilities, causes of action, costs and expenses, including reasonable attorneys' fees and
disbursements, arising under the Ground Lease on and after the date of assignment to Subtenant.
Sub landlord agrees to indemnify Subtenant and hold Subtenant harinless from all claims,
liabilities, causes of action, costs and expenses, including reasonable attorneys' fees and
disbursements, arising under the Ground Lease before the date of assignment to Subtenant. If
Overlandlord does not take ownership of the Tower upon Sublandlord's election not to exercise
any renewal option or termination of the Ground Lease, simultaneously with the assignment of
the Ground Lease to Subtenant in accordance with this subparagraph, Subtenant shall purchase
the Tower from Sub landlord at the Tower's then fair market value, as determined by Sublandlord
in its reasonable, good faith judgment. In such case, upon the closing date of the sale of the
Tower, Subandlord shall convey the Tower by "as-is" bill of sale, free of any liens or
encumbrances (except for any liens or encumbrances, including mechanics' liens, incurred by or
C:\scf\al&t\1 001278\or73lseAPTapproved 6-21-99.cl 6
June 22, 1999
AT&T Cell Site 1.0.: OR073/Winter Springs
State: Florida
County: Seminole
APT Site 1.0.: A2E015-B
at the request of Subtenant), with full warranties of title and Subtenant shall pay the established
purchase price in cash or wired funds and all costs incurred by Sublandlord in remedying any
such liens and encumbrances or otherwise incurred by Sublandlord in order to convey title in
accordance with the standard set forth in this sentence, Sub landlord and Subtenant agree to
execute arid deliver any other documents reasonably requested by the other party to facilitate the
assignment of the Ground Lease, the conveyance of the Tower, or both; provided, however, if
Sublandlord has leased the Tower to one or more third parties, Subtenant's acquisition shall be
subject to the rights of such third parties. Notwithstanding anything contained herein to the
contrary, in the event of an assignment and/or acquisition from Sublandlord to Subtenant,
Subtenant shall acquire all of Sublandlord's rights. under the Ground Lease and incur all of
Sub landlord's obligations under the Ground Lease from and after the date of the assignment as
provided above. Each party shall pay the costs of their respective attorneys with respect to the
sale of the Tower; provided, however, en ant shall pay the documentary stamp or other taxes that
may arise upon or after such conveyance, and all costs incurred by andlord in connection with
the assignment of the Ground Lease to enant. If the Ground Lease is assigned and assumed by
Subtenant in accordance with this subparagraph, this Agreement shall terminate and the parties
shall be released from all further obligations hereunder, except for those that expressly survive
expiration or termination of this Agreement.
II. Casualty and Condemnation:
a. If any part of the Antenna Facilities is damaged by fire or other casualty so as to
prevent the continuation of Subtenant's Permitted Use in a commercially reasonable manner,
then Subtenant may terminate this Sublease by providing written notice to Sub landlord, which
termination shall be effective as of the date of such damage and/or destruction. Upon such
termin~tion, Subtenant shall be entitled to be reimbursed for any prepaid Rent.
b, If any part of the Property, the Tower or the Antenna Facilities is taken by
eminent domain, or by deed in lieu of condemnation, so as to prevent the continuation of
Subtenant's Permitted Use in a commercially reasonable manner, then Subtenant may terminate
this Sublease by providing written notice to Sub landlord, which termination shall be effective as
of the date of the vesting of title in such taking, Upon such termination, Subtenant shall be
entitled to be reimbursed for any prepaid Rent. Sublandlord and Subtenant shall each be entitled
to pursue their own separate awards with respect to any taking by eminent domain.
c, Subject to and consistent with Section 14, in no event shall Sub landlord be liable
for any damages including, without limitation, lost profits or reveriues and consequential
damages, incurred by Subtenant resulting from any condemnation action or eminent domain
proceedings, or from any casualty to, or malfunction in the operation of the Tower, the Tower
Space, or the Property, or any of Subtenant's equipment or Antenna ~acilities located on the
Tower or within the Property.
12. Taxes Subtenant shall pay to Sublandlord any applicable sales tax on the Rent,
and Sublandlord shall be responsible for remitting such tax to the appropriate govenunent
entities. Subtenant shall pay any personal property taxes assessed on, or any portion of such
taxes attributable to, the Antenna Facilities. Sublandlord shall pay when due all real property
taxes and all other fees and assessments attributable to the Property. However, Subtenant shall
}3ay, as additional Rent, any increase in real property taxes levied against the Property and the
Ground Space (excluding any additional taxes that relate to the period prior to the
Commencement Date, i.e" roll-back taxes) which is directly attributable to Subtenant's use of
the Property, and SublandIord agrees to furnish proof of such increase to Subtenant. Subtenant
acknowledges that Sublandlord shall have the exclusive right to depreciate the Tower for tax
purposes, including the Tower Space, and Subtenant will not adopt any position that would be
inconsistent with such deduction rights of Sublandlord.
Sublandlord's Federal Tax ID# is 36-4027569
13. Insurance and Subroeation. Upon entering the Property and through the Term
and Renewal Term, Subtenant will maintain Commercial General Liability Insurance in the
amount of $1,000,000 per occurrence and name Sublandlord as an additional insured to pay
c:\scf\aI&I\1001278\or73IseAPTapproved 6-21-99.cl 7
June 22, 1$99 .
AT&T Cell Site 1.0.: OR073/Winter Springs
State: Florida
County: Seminole
APT Site 1.0.: A2E015-B
Sublandlord the proceeds of such insurance to the extent required by the indemnity provision
(Section 14) of this Sublease and within the limits of such insurance policy. Sublandlord shall
provide Commercial General Liability Insurance per occurrence and in the aggregate for an
amount of $1,000,000 and name Subtenant as an additional insured to pay Subtenant the
proceeds of such insurance to the extent required by the indemnity provision (Section 14) of this
Sublease and within the limits of such insurance policy, Each party shall obtain from its insurers
under all insurance policies covering the Property or any portion thereof, and improvements
thereon, a waiver of subrogation with respect to the other party as it relates to the
indemnification provision (Section 14), Subtenant, as of the Commencement Date, and on each
anniversary of the Term and any Renewal Term, shall provide Sublandlord with certificates of
insurance or other reasonably satisfactory documentation evidencing such coverage. Sublandlord
shall not be liable to Subtenant for any loss, destruction, damage or theft of any personal
property or fixtures of Subtenant or any other agents or representatives, except in the event of
any negligent or intentional act or omission of Sublandlord pertaining to such casualty.
Sub landlord shall, prior to the Commencement Date and on each anniversary thereof during the
Term and any Renewal Term, provide certificates of insurance or other satisfactory
documentation evidencing any casualty insurance coverage Sublandlord has with respect to the
Tower and the Property.
14. Hold Harinless. Subtenant and Sublandlord shall indemnify, defend and hold
each other hannless from and against injury, loss, damage or liability (or any claims in respect of
the foregoing), costs or expenses (including reasonable attorney's fees and court costs) arising
from the installation, use, occupancy, maintenance, repair or removal of the Antenna Facilities or
the breach of this Sublease by the indemnifying party except to the extent attributable to the
negligent or intentional act or omission of the indemnified party, its employees, agents or
independent contractors.. In addition, Subtenant shall" further indemnify, defend and hold
harmless Sub landlord from and against damage or liability (or any claim, injury, loss, in respect
of the foregoing), cost or expenses, including reasonable attorney's fees and court costs arising
from the Subtenant's breach of the Ground Lease, or from any actions taken by Subtenant or any
of its agents during the Due Diligence Period except to the extent attributable to the negligent or
intentional act or omission of Sublandlord, its employees, agents or independent contractors.
This section shall survive the expiration or earlier termination of this Sublease.
15, Notices. All notices, requests, demands and other communications
hereunder shall be in writing and shall be deemed given if personally delivered or mailed,
certified mail, return receipt requested, or sent by overnight carrier to the following addresses, or
to such other addresses as may be specified in writing by the parties:
addresses as may be notified in writing by the parties,
To Subtenant at:
AT& T Wireless Services
2400 Maitland Pkwy., Suite 110
Maitland, Florida 32751
Attn: Site Acquisition Manager
To Sublandlord at:
APT Tampa/Orlando, Inc.
Attn: Collocation Manager
6902 Cypress Park Drive
Tampa, FL 33634
with a copy to:
AT&T Wireless Services
11760 North U.S. Highway One
West Tower - 3rd Floor
North Palm Beach, Florida 33408
Attn: Regional Counsel
with a copy to:.
APT Tampa/Orlando, Inc.
Real Estate Department
P.O. Box 31793
Chicago, IL 60631-0793
16. Environmental Laws.
(a) Sublandlord represents, warrants and agrees that, to the best of landlord's
knowledge: (i) the Property and its uses and operations complies, and will comply, with all
local, state and federal statutes or regulations, or ordinances pertaining to the environment or
natural resources ("Environmental Laws"); (ii) the Property has not been used or allowed to be
c:\scf\al&I\1001278\or73IseAPTapproved 6-21-99.c1 8
June 22, 1999
AT&T Cell Site I.D,: OR073/Winter Springs
State: Florida
Co~nty: Seminole
APT Site I.D.: A2E015-B
used by Sublandlord to emit through ground, water or air, refine, manufacture, generate,
produce, store, contain, handle, transfer, process, treat, transport, or dispose of hazardous
substances or hazardous wastes, products or pollutants, including without limitation asbestos, oil,
petroleum products and their by-products, (collectively called "Hazardous Substance(s)") as
defined and regulated under any Environmental Laws; (iii) the Property has never been the
subject of any federal or state Hazardous Substance(s) related list; (iv) the Property has never
required closure or clean-up of any Hazardous Substance(s); arid (v) no asbestos, Polychlorinated
Biphenyls or other Hazardous Substance(s), underground storage tanks, or above ground storage
tanks exist or have existed or will exist on the Property. Sublandlord warrants and represents
that it will be solely liable for the clean-up and removal of Hazardous Substance(s) and for any
other activities, including but not limited to the restoration of the Property, related in any way to
Hazardous Substance(s) now and in the future existing on the Property, to the extent generated
by Sub landlord. Sub landlord will defend, indemnify and hold Subtenant harmless from and
against any and all direct liabilities, damages, losses,. costs, assessments, penalties, fines,
expenses and fees, including reasonable legal fees, consultant fees and expert witness fees,
related to Sub landlord's breach of any of the above representations and warranties.
b. Subtenant represents, warrants and agrees to conduct its activities on the Tower
Space and Ground Space in compliance with all applicable Environmental Laws. Subtenant will
not use, generate, release; manufacture, refine, produce, store, or dispose of any Hazardous
Substance(s) on, under, or about the Tower Space or Ground Space, except for the use of sealed
batteries for emergency back-up, any fire suppression system and small quantities of cleaning
products ordinarily used by commercial businesses. Subtenant agrees to defend, indemnify and
hold Sublandlord harmless from and against any and all direct liabilities, damages, losses, costs,
assessments, penalties, fines, expenses and fees, including reasonable legal fees, that Sublandlord
may suffer due to the existence or discovery of Hazardous Substance(s) on the Property, or
released into the environment that are caused by Subtenant's use of the Tower Space or Ground
Space.
c The indemnifications of this Paragraph specifically include reasonable costs,
expenses and fees incurred in connection with any investigation of Property conditions or any
clean-up, remedial, removal or restoration work required by any governmental authority. The
provisions of this Paragraph will survive the expiration or termination of this Agreement.
17. Assienment and Subleasine Subtenant may not assign this Sublease or its rights
hereunder without the prior written approval of Sub landlord, which shall not be unreasonably
withheld or delayed, Notwithstanding the foregoing sentence, Subtenant may assign the
Sublease to any entity which directly or indirectly through one or more intermediaries controls or
is controlled by, or is under common control with, Subtenant without obtaining Sublandlord's
prior approval. Any assignment to which Sub landlord may consent shall not release Subtenant
from, or otherwise modify all or any of its obligations hereunder,
18. Successors and Assiens This Sublease shall run with the Property and shall be
binding upon and inure to the benefit of the parties, their respective successors, personal
representatives and assigns.
19. Ouiet Enjovment The Sublandlord covenants and warrants, subject to any
limitation on Sublandlord's rights under the Ground Lease and terms of this Sublease, that as the
lessee under the Ground Lease (i) it has full right, power and authority to execute this Sublease
and has the power to grant all rights hereunder and (ii) Subtenant shall have the quiet enjoyment
of the Tower Space and Ground Space as long as Subtenant is not in default beyond any
applicable grace or cure period, subject to the Ground Lease and Overlandlord's actions
thereunder.
20. Miscellaneous
a. Each party agrees to furnish to the other, within ten (10) days after request, such
truthful estoppel infonnation as the other may reasonably request. Neither party shall record this
Sublease or any short fonn of lease or memorandum of lease, except with the express written
consent ofthe other party.
C:\scf\at&t\1001278\or73IseAPTapproved 6-21.99.c1 9
June 22, 1999
AT&T Cell Site I.D.: OR073/Winter Springs
State: Florida
County: Seminole
APT Site I.D.: A2E015-B
b, Each party represented in this. transaction by. a broker, agent or commISSIOn
salesperson shall be fully and exclusively responsible for the payment of any fee, commission or
other compensation owing to such person, and shall indemnify and hold the other party harmless
from and against any claims arising in connection therewith. Subtenant represents and warrants
that it has not dealt with any real estate agent or broker in connection with this transaction.
c. If either party fails to perform a material obligation under this Sublease within 30
days after receiving written notice from the other party, the, party that delivers such notice may
perform such obligation or take other appropriate curative action on behalf and at the expense of
the nonperforming party. If the curative action is taken .by Subtenant, the expenses may be offset
against the next payment(s) of monthly Rent. If the curative action is taken by Sub landlord, the
expenses shall be paid by Subtenant together with the next payment of monthly Rent.
d. This Sublease shall be construed in accordance with the laws of the State of
Florida, If any term of this Sublease is found to be void or invalid, such invalidity shall not effect
the remaining terms of this Lease, which shall continue in full force and effect. In the event of
any litigation arising hereunder, the substantially prevailing party shall be entitled to recover its
reasonable attorney's fees and court costs, through appeal.
. . e, This Sublease cc;mstitutes the entire agreement and understanding of the parties
and supersedes all offers, negotiations and other agreements. There are no representations or
understandings of any kind not set forth herein. Any amendment to this Sublease must be in
writing and executed by both parties, This Sublease may be executed in counterparts.
f. At the termination of this Sublease, Subtenant shall have reasonable access to
remove'its antennas and associated transmitting and receiving equipment for up to thirty (30)
days after the expiration or termination of this Sublease. Subtenant shall not have the right to,
and may not, remove any structural enhancement to. the Tower (other than the Antenna
Facilities), such structural enhancements to the Tower becoming the property of Subhmdlord
upon the expiration or earli~r termination of this Sublease. In accordance with the immediately
preceding sentence, Subtenant shall (i) remove Subtenant's equipment in a good, efficient and
workmanlike manner and in compliance with all applicable laws, (ii) repair any damage caused
to the Tower, the Property and the Ground Space by such removal, (iii) not interrupt or interfere
with the operation of the communications systems or equipment of the Sublandlord or the
Sublandlord's other tenants in removing Subtenant's equipment, and (iv) surrender the Tower
and the Property and the Ground Space in good condition, ordinary wear and tear excepted. In
the event Subtenant fails to remove any of its equipment from the Tower, the Property or the
Ground Space within forty-five (45) days after the expfration date or earlier termination of this
Sublease, Subtenant shall be deemed to have abandoned its equipment and Sublandlord shall be
free to remove and dispose of Subtenant's equipment in any manner determined by Sublandlord
in SUb landlord's sole and absolute discretion, and without any liability to Subtenant therefor. If
Subtenant is deemed to have abandoned its equipment pursuant to the immediately preceding
sentence, Subtenant shall reimburse Sublandlord within ten (10) days of Subtenant's receipt of an
invoice from Sub landlord, for all costs and expenses incurred by Sub1and1ord in removing and
disposing of Subtenant's equipment, and such reimbursement obligation shall survive the
expiration or earlier termination of this Sublease,
'\
g. Sublandlord reserves the right, in its sole discretion, and upon one hundred twenty
(120) days written notice to Subtenant, to relocate the Tower Space, from time to time, to a
different height on the Tower. Accordingly, Subtenant shall relocate any Antenna Facilities on
the Tower to the space designated by Sublandlord in such notice within such one hundred twenty
(120) day period. Such relocation, however, shall not prevent or interfere with Subtenant's
permitted use of the Tower Space, Such relocation costs shall be paid by Sublandlord unless
Subtenant precipitated the relocation, in which event Subtenant shall be solely responsible for. the
payment of all such costs, Subtenant agrees that no action taken pursuant to this Section 21.g
shall constitute a constructive eviction, and Sublandlord shall have no liability to Subtenant for
lost revenues or profits or other claims arising from such relocation.
c:\sct\at&t\1 001278\or73lseAPTapproved 6-21-99.cJ 10
June 22, 1999
AT&T Cell Site 1.0.: OR073/Winter Springs
State: Florida
County: Seminole
APT Site 1.0.: A2E015-B
Wherefore, the parties hereby enter into this Sublease as of the date first stated above.
SUBTENANT:
Witnesses:
AT&T Wireless Services of Florida, Inc.,
a Florida corporation
Print Name:
By:
Print Name: Mary DiOrio
Print Title: Director of Network Realization
Print Name:
SUBLANDLORD:
APT Tampa/Orlando, Inc., a Delaware corporation
By:
Print Name: Barry M. Brown
Title: Director Engineering & Operations
Print Name:
Print Name:
SUBTENANT
STATE OF
COUNTY OF
)
) ss:
)
The foregoing instrument was acknowledged before me this _ day of , 1999,
by Mary DiOrio, the Director of Network Realization of AT&T WIRELESS SERVICES OF FLORIDA, INC., a
Florida corporation, d/b/a AT&T WIRELESS SERVICES, on behalf of the corporation, who is personally
known to me or has produced a as identification.
"
Notary Public
My Conunission Expires:
c:\scf\al&t\1001278\or73IseAPTapproved 6-21-99.c1 11
June 22, 1999
AT& T Cell Site I.D.: OR073/Winter Springs
State: Florida
County: Seminole
APT Site I.D.: A2E015-B
SUBLANDLORD
STATE OF
) ss:
COUNTY OF HILLSBOROUGH
The foregoing instrument was acknowledged before me this _ day of
by Barry M. Brown, the Director Engineering & Operations of APT TAMPA/ORLANDO, INC., a
corporation, on behalf of the corporation, who is personally known to me or has produced a
as identification.
. 1999,
Delaware
Notary Publie
My Commission Expires:
~
c:\scflat&l\ 1 0012781or731seAPTapproved 6-21.99.c1 12
June 22, 1999
AT&T Cell Site I.D.: OR073/Winter Springs
State: Florida
County: Seminole
APT Site 1.0.: A2E015-B
EXHIBIT A
To the Site Sublease Agreement dated July 1,
1999, between APT Tampa/Orlando, Inc., as
Sublandlord and AT&T Wireless Services of
Florida, Inc., d/b/a AT&T Wireless Services as
Subtenant
Lel!al Description of the Property:
TO BE ATTACHED
~
c:\scf\at&t\1001278\or73IseAPTapproved 6-21-99.c1 13
June 22, 1999
AT&T Cell Site 1.0.: OR073/Winter Springs
State: Florida
County: Seminole
APT Site 1.0.: A2E015-B
EXHIBIT A-I (1)
To the Site Sublease Agreement dated July 1,
1999 between APT Tampa/Orlando, Inc., as
Sublandlord and AT&T Wireless Services of
Florida, Inc., d/b/a AT&T Wireless Services as
Subtenant
Ground Space:
THE GROUND SPACE INCLUDES THOSE FACILITIES IN THE SITE SKETCH AND
LOCA TED WITHIN THE LEGAL DESCRIPTION SETFOR TH BELOW:
TO BE ATTACHED
~
c:\scf\at&t\1001278\or73IseAPTapproved 6-21-99.cJ 14
June 22,1999
AT&T Cell Site 1.0.: OR073/Winter Springs
State: Florida
County: Seminole
APT Site 1.0.: A2E015-B
EXHIBIT A-I (2)
To the Site Sublease Agreement dated July 1,
1999 between APT Tampa/Orlando, Inc., as
Sub landlord and AT&T Wireless Services of
Florida, Inc., d/b/a AT&T Wireless Services as
Subtenant
TO BE ATTACHED
~
c:\sct\at&t\1001278\or73IseAPTapproYed 6-21-99.cI 15
June 22. 1999
AT&T Cell Site 1.0.: OR073/Winter Springs
State: Florida
County: Seminole
APT Site 1.0.: A2E015-B
EXHIBIT B
To the Site Sublease Agreement dated July 1,
1999 between APT Tampa/Orlando, Inc., as
Sublandlord and AT&T Wireless Services of
Florida, Inc., d/b/a AT&T Wireless Services as
Subtenant
Description of Antenna Facilities on Tower Space and Ground Space: Nine (9) DB844H80
antennas mounted on the existing 165' tall monopole at the 120' above ground level with all
required appurtenant facilities and with ground space as shown below.
TO BE ATTACHED
"
c;\sct\at&t\1001278\or73IseAPTapproved 6-21-99.cl 16
June 22, 1999
AT& T Cell Site 1.0.: OR073/Winter Springs
State: Florida
County: Seminole
APT Site 1.0.: A2E015-B
EXHIBIT C
To the Site Sublease Agreement dated July 1,
1999 between APT Tampa/Orlando, Inc., as
Sublandlord and AT&T Wireless Services of
Florida, Inc., d/b/a AT&T Wireless Services as
Subtenant
Ground Lease as attached hereto:
TO BE ATTACHED
'l
c:\scf\aI&I\1 001278\or73lseAPTapproved 6-21-99.c1 17
June 22, 1999
r'
..
AT&T Cell Site I.D.: OR073/Winter Springs
State: Florida
County: Seminole
APT Site I.D.: A2E015-B
EXHIBIT D
To the Site Sublease Agreement dated July 1,
1999 between APT Tampa/Orlando, Inc., as
Sublandlord and AT&T Wireless Services of
Florida, Inc., d/b/a AT&T Wireless Services as
Subtenant
Consent. Non-Disturbance and Attornment Acreement as attached hereto:
TO BE ATTACHED
"
c:\scf\at&t\1001278\or73IseAPTapproved 6-21-99.cl 18
June 22, 1999
. J
Site No,: OR-73/Winter Springs
State: Florida
County: Seminole
CONSENT, NON-DISTURBANCE
AND ATTORNMffiNT AGREEMENT
THIS AGREEMENT (hereinafter referred to as "Agreement") is dated and entered into
this 1st day of September, 1999, by and between, CITY OF WINTER SPRINGS, a Florida
incorporated municipality, whose principal office address is 1126 East S.R. 434, Winter Springs,
Florida 32708 ("Overlandlord"), APT T AlvfP NORLANDO, INC., a Delaware corporation,
whose principal office address is 6902 Cypress Park Drive, Tampa, Florida 33634
("Sublandlord") and AT&T WIRELESS SERVICES OF FLORIDA, INC., a Florida corporation, ,
whose principal office address is 2400 Maitland Pkwy., Suite 110, Maitland, Florida 32751
("Subtenant").
WITNESSETH
WHEREAS, Overlandlord is the owner of fee simple title to certain real property located
at 1126 East S.R. 434, Winter Springs, Florida 32708, more particularly described in Exhibit "A"
attached hereto and incorporated herein by reference ("Parent Tract"); and
WHEREAS, Overlandlord entered into that certain Site Agreement for Land dated
,December 12, 1997 ("Ground Lease") with Sub landlord pursuant to which Sub landlord leases
the property, more particularly described in Exhibit "B" attached hereto and incorporated herein
by reference ("Subject P~cel"), for an initial term commencing on December 12, 1997 and
terminating at mIdnight on December 18, 2002.
WI}EREAS, Sub landlord desires to Sublease a portion ofthe Subject Parcel, more
particularly described in Exhibit "B" attached hereto and incorporated herein by reference
("Subleased Premises"), to Subtenant for the purpose of operating and maintaining
telecommunication equipment and the construction, alteration, maintenance, repair, replacement
and relocation of related facilities, antennas, equipment and buildings, and any activities related
thereto.
.
NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements
herein contained, the receipt and sufficiency of which are hereby acknowledged, the parties
hereto, intendmg to be legally bound hereby, agree as follows:
-
1. Overlandlord acknowledges and. agrees that: (i) the Ground Lease remains in full
force and effect; (ii) that Sub landlord is in good standing under the Ground Lease; and (iii) that
Sub landlord has not been nor is now in default under the terms of the Ground Lease.
2. Overlandlord ackriowledges and agrees that by executing this Agreement,
Overlandlord consents to Sublandlord entering into a Site Sublease Agreement dated September
1, 1999 ("Sublease") with Subtenant.
"
c:\scf\at&t\l 001 278\OR73lseAPTapproved 6-21-99,cl 1
.
.
3. Overlandlord and Subtenant acknowledge and agree that in the event Sub landlord
defaults in the performance of its obligations under the Ground Lease, whether monetary or non-
monetary, Overlandlord shall provide Subtenant with written notice of the default. If
Sub landlord fails to cure the default and Overlandlord terminates the Ground Lease or pursues
any remedies that may affect Subtenant's rights and interest under the Sublease, it is agreed that
notwithstanding such termination or remedies, Subtenant's rights under the Sublease shall not be
affected, modified, or altered. Upon notice of termination of the Ground Lease, Subtenant shall
be entitled to direct any payments due under the Sublease to Oyerlandlord in full satisfaction of
any sums that Overlandlord may claim are due and owing to Sub landlord under the Sublease.
4. In the event Overlandlord takes possession of the Subject Parcel, Overlandlord
agrees that in the exercise of its rights, Overlandlord shall not affect or disturb Subtenant's right
to possession of the Subleased Premises or any of Subtenant's other rights under the Sublease so
long as Subtenant is not then in default, after applicable notice and/or grace periods, under any of
the terms, covenants, or conditions ofthe Sublease.
S If the interest of Sub landlord or any successor of Sub landlord UJlder the Ground
Lease and/or Sublease is terminated or extinguished, Overlandlord and Subtenant hereby agree to
be bound to one another under all'ofthe terms, covenants and conditions of the Sublease. From
and after the occurrence of such event, Overlandlord and Subtenant shall have the same remedies
for the breach of any provision of the Sublease that Sub landlord and Subtenant had before
Overlandlord succeeded to Sublandlord's interest; provided, however, that Overlandlord shall not
be:
a, personally liable for any act or omission of any prior sublandlord
(including Sublandlord); or
.
,
b. bound by any rent or additional rent which Subtenant might have paid for
more than the one month in advance to any prior sub landlord (including
Sub landlord).
6. Overland lord acknowledges and agrees that there are no parties who currently
have a leasehold or license interest in the Parent Tract other than Sublandlord.
7. The parties acknowledge and agree that Subtenant shall have the right to occupy
the Subleased Premise~ for an initial term which shall terminate at midnight on December 18,
2002 and that the Sublease shall automatically renew for four (4) renewal term(s) offive (5)
years. If Sub landlord does not renew the Ground Lease and Subtenant desires to continue
occupying and possessing the Subleased Premises, Subtenant may do so at its election pursuant
- to the'terms of the Ground Lease (including the right to renew) and shall direct all rental
payments to Overlandlord. Notwithstanding Paragraph 6.B(i) of the Ground Lease, Overlandlord
acknowledges and agrees that in the event that Sub landlord elects not to renew the Ground Lease
or elects to terminate the Ground Lease and Overlandlord does not take ownership of the tower,
Subtenant may, under Paragraph 10(c) of the Sublease, exercise its option to purchase the Tower
from Sublandlord simultaneously with the assignment and asswnption of the Ground Lease.
8. This Agreement shall be binding upon and shall inure to and benefit the respective
successors and assigns of the parties hereto and any tenants of Overland lord or any subtenants of
Sub landlord which are permitted under the Ground Lease.
c:\sct\at&t\l 00 1278\OR73lseAPTapproved 6-21-99,cl 2
Sublandlord which are permitted under the Ground Lease.
IN WITNESS WHEREOF, the undersigned have signed this Agreement as of the date
first set forth above.
WITNESSES: "Overlandlord"
~ ~ \.('~~~ -- CITY OF WINTER SPRINGS, a Florida
Incorporated municipality
PrintName~~A\..b\(.~"'B'-~~L BY:;P~ A...I ~-#-'
~lYN.-.;_ p~ Print Name: Ronald W. MoL.mo.r.
Print Name:.::s-~,,,y" ~ \\.c.. L"'I> Title: City Managp.T
Altek4~ J- -
Print Name: Andrea Lo-rp.TIzo.,..Lur>.cp.s
Print Title: Intprim city Clp.rk
[Corporate Seal]
" .
"Sub landlord "
9' vJl,WA.. /l~/. a.... . APTTAMP AJORLANDO, INC., a Delaware
W~~
. PrintName: .J.,bl'tt. f1;Aw;A)!;,l. BY:. . )., fir
(\.\!lIlll!Q ~ ff:: Print Name: Barry M. Brown
Print Name: ..~ _ c. r .u>~ Title: Director Engineering & Operations
c:\scf\at&t\l 00 1 278\OR731seAPTapproved 6-2 t -99,cl 3
. ,
"Subtenant"
AT&T WIRELESS SERVICES OF FLORIDA,
INC., a Florida corporation
~c~~Gor- BY:~~WfO~
Print Narri~\A ~~~IS.e.\t-J Print Name: Mary DiOrio
. 4",., ~...~
Title: Director of Network Realization
T
Print Name: ft/~ blf l:/~ liA-1/C/l
OVERLANDLORDACKNOWLEDGMENT
STATE OF ~I OJ;' /d Ct....-/ )
COUNTY OF J:e17UJ2~ ) ss:
)
oJ:~-Jldf9b.fore ~~. t. . ~S Notary Public,
personall appeared, 11 d /). me . -Pm_ personally known to . e (or proved to me on the
basis of satisfactory evidence) who has produced - as 1 entification to be the person
whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his
authorized capacity, and that by his signature on the instrument, the person, or the entity upon behalf of which
the person acted, executed the mstrument.
-
(SEAL)
..
Notary Publi ~i: Amy R Lovfngfoss
* *My CommIssion CC882625
- My commission ex s: \;...~ ExplresAugust 12, 2003
.'
c:\sct\al&l\l 00 1278\OR731seAPTapproved 6-21-99,cl 4
-
SUBLANDLORD ACKNOWLEDGMENT
STATE OF f t..OtlbA )
\-\\u..\&~\\ ) ss:
COUNTY OF )
On ~o{'\q, , before me, , ~\C1UA$ CU\),"G<<o~~ Notary Public,
personally appeared Barry M. Brown, personallY' known to ~ or who has produced
as identification and acknowledged to me that he executed the same in his
authorized capacity, and that by his signature on the instrument, the person, or the entity upon behalf of which
the person acted, executed the instrument.
(SEAL)
~ :r'.."'....'IIII'''''''''''"IIII'1II?11
' Notary Public 1 ~~ Nicholas Clive Glover ~
My commission expires: : .. .. Notary Public, Slate of Florida (
<.' ~ i ConunissioD No. CC 597297 ~
~ ~ 0'1\.0 My ConunissioD Exp. 1211912000 (
. (
. '..eoo.3.NOTARY - PIa. NOIaIy Service &: BcllldiD. Co (
<~\"""""""""""""""'W,)""""""""""""""""""'''')''''''''''''''W,)'''''')''~ ~
.
,t
SUBTENANT ACKNOWLEDGMENT
STATE OF C;~ llQ.c.. , (\ )
hl'l LO~ ) ss:
COUNTY OF )
On ~"".".., ~H>.I QV1, before ~ ~\-""~'b~o, Notary Poblic,
personally appeared Mary DiOrio, personally kno me or who has produced " as
identification and acknowledged to me thatsheexecUted the same in her authorized capacity, and that by her
signature on the instrument, the entity upon behalf of which the person acted, executed the instrument.
WITNESS my hand and official seal. , (SEAL)
~ .~ ~(>...,Ir.-"v-.
~~,
~ Public, Fulton~; Geor~
My commission expires: Mv Corilmlsslon 8<pires August 25,
.'
.~, '\
,
c:lscf\aI&I\l 00 1278\OR731seAPTapproved 6-21-99,cl 5 ,
..
Exhibit" A"
to that certain Consent, Non-Disturbance and Attornment Agreement dated September 1, 1999,
by and between the CITY OF WINTER SPRINGS, APT TAMPNORLANDO, INe. and AT&T
WIRELESS SERVICES OF FLORIDA, INe.
The Parent Tract is legally described as follows:
.
P ARENT TRACT
LEGAL OESCRI? nON
lOTS I rHR00GH 25 AND INClUOING HOOVER srnrn. LV rTREll lAH €.
AND THE SQJ m CNE-HALF (S1/:Z) OF mo STREET OF LUTTReLL PARK
, ACCOOOING TO THE: PLAT "J1-iE:RE:QF AS RECORO€Q IN PU-T Boet< II, PACE:
~+ Of" mE PU8ue RECORDS Of $8.ltN<A..E CooNn-. FtOOtOA. 8E:/NG A
PORTICtf Of' lor 27, BLOCX 8 OF D.R.' l.4HCHELL'S SURY()' Of" mE Ltvy
GRANT AS RECORDED IN PLAT 800< 1, PA~ 5 OF mE: PU8UC RE:CORDS OF"
SEl"{[HctE: COJNTY, FLORIDA, LYlHG NORTrlEASit.RlY OF STATE: ROAD +19
(SANF~O-OV1E:OO ROAO).
" .
,-
-
. ,
-
c:\sct\al&l\ 1 00 I 278\OR73lseAPTapproved 6-21.99,cl 6
.. .
. ' .
Exhibit "B" (1) .
to that certain Consent, Non-Disturbance and Attornment Agreement dated September 1, 1999
by and between CITY OF WINTER SPRINGS, APT TAMPA/ORLANDO, INe. and AT&T
WIRELESS SERVICES OF FLORIDA, INC.
The Subject Parcel and Subleased Premises are legally described as follows:
ALL THAT TRACT OR PARCEL OFLAt'ill LYING IN SECI10N 36. TO',v:;SHIP 20 SOuT.:!, R.A...NGE
30 EASI', SBvITNOLE COUNTY, FLORID;... BEING A PORTION or: U.ITTRELL PA...'Lf{ACCORDING
TO THE PLAT THEREOF AS RECORDED IN PLAT BOOK II, PAGE 44, OffiCIAL RECORDS OF
SE.\iITNOLE COUNTY, FLORIDA. A...'\ID BilliG MORE PARnCUL~>U. Y DESCRIBED AS FOLLOWS:
COMMENCING ATTIrE !'10RTHWESTCOR.~"EROF SAID urrmELL PA.RK; TI-IENCE smrrrr
18058' 1.0" WEST A DLST.A...'iCE OF l57.00 FE....~ TO A POil'lL; r.riE'i"CE SOUTH 71' 01' 50" EAST A
DISTAL'lCE OF 44.00 FEET TO THE PO~"T OF BEGJ}\iNlNG; rri.ENCE NORT:ri L80 5&' 10" E.o\ST A
DISTA.N'CE OF 50.00 FEET TO A POrNl; THEN'CE SOtITH 710 Ot' 50" EAST A orSTANCE OF 50.00
FEET TO A POQ\tT; TF..ENCE SOIJTrl t80 53' 10'" WEST A DISTA.:."iCE Of 50.00 FEET TO A PO~'T;
THENCE NORrrl' 71" 01' 50" WEST A DISTA.:.'l'CE OF 50.00 FE.c'l TO TRE POl};'T OF BEQI?-<'?'fING.
emIT A.I:l'-.'1NG 2.500 SQUARE FEET OR 0.057 ACRES MORE OR LESS.
"
AT&T W1RELESS SER'J1CES
OR-7J. W1NTER SPRINGS
LEAst PARCEL
LEGAL DESCRIPTlON
ALL THAT TRACT OR PARCEL OF LAND L YlNG IN SECTlON 36, TOWNSHIP 20
SOUTH, RANGE 30 EAST, SE,I"lINOLE COUNIr', FlORIDA, BEING A PORTlON OF
LUTTRELL PARK ACCORDING TO THE PLAT THEREOF AS RECORDED IN PLAT
BOOK 1" PAGE 44, OFFICIAL RECORDS OF SEMINOLE COUNTY, FLORIDA, AND
BEING MORE PARTlCULARL Y DESCRIBED AS FOLLOWS:
COMMENCING AT TI-iE NORTHWEST CORNER OF SAID LUTTREL PARK; THENCE
SOUTH 18'58'10' 'NEST A DISTANCE OF 157,00 FEET TO' A POINT; THENCE
soum 71'01'50' EAST A DISTANCE OF 68,00 FEET TO Il-JE POINT OF
BEGINNING; THENCE N,ORTH 18"58'10' EAST A DISTANCE OF 31.00 FEET TO '
, POINT; TI-iENCE SOUTH 71'01 '"50' EAST A DISTANCE OF 26,00 FEET TO A
POINT; THENCE SOUTH 18'58'10' WE;?T A DISTANCE OF 31.00 FEET TO A
- POINT; THENCE NORTH 71'01'50' WEST A DISTANCE OF 26,00 FEET TO THE
POINT OF BEGINNING,
CONTAINING 806 SQUARE FEET MORE OR LESS.
c:\sc!\at&t\! 00I278\OR73IseAPTapproved 6-21-99,cl 7
"
. ~ .
,.
Exhibit" B" (2)
to that certain Consent, Non-Disturbance and Attornment Agreement dated September 1, 1999,
by and between CITY OF WINTER SPRINGS, APT T ALYfP A10RLANDO, INe. and AT&T
WIRELESS SERVICES OF FLORIDA, INe.
1 5' TN r. R F S SrF:(; RE SSE A~ClJJJ:G.c\IJllli!l.JLUQ.c!
ALL T1L\ T TRACi OR PARCEL OF LAND L YTNG IN SFcr10tI 36, TO',vrJSfHP lO SOUTH, RANGE
)0 CASl, SEMfl'IOLE COUNiY, FLO~JD^, neCNC A PORTION OF LlfTTRELL PARK ACCORDING
TO (liE Pl.A T TIIEREOF AS 'RECOPDED [1" PLA T nOOK II, PAGE 44. OFfiCIAL RECOPDS OF
SEMINOLE COUNTY, FLORIDA, AND 8ErNG MORE PARTICULAR.L '{ DESCRlBED AS FOLLO\VS:
COMMENCrNG AT TIrn NORTH',l/F,ST CORl'IER OF SAID LU1TP-ELL PARK; THENCE SOU111
I~' 58' 10" weST A OISlANCe OF 157,00 FEET TO A POfNT; THF.NCF. SOUTH 71' 01' 50" EAST A
mSlANCE OF 44,00 FEET TO THE POINT OF 8EGfl'JNlNG; THENCE COi'lTlNUE SOUTH
71' 0 I' 50" EASl A OIST ANCE OF 15,11 FEET TO ^ paM; TIIENCE SOUTH ~6' 0 I' 4S" WEST ^
DISTANCE 179,91 FEET TO ^ POrNT; THENCE SOUTH 18' 58' 10" WEST,~ DISTANCE OF 151.82
FEET TO A PO [NT ON THE NORTICEASTERLY RlGfIT.OF-WA Y LINE OF STATE ROAD No, 4)4;
THENCE 17,90 FEET ALONG SAID RlGfIT.OF, W A '( LINE, ALONG THE AP,C OF A CUR. VE.
CONCAVE TO THE NORTII. HAVING A DELTA ANGLE OF 00'01' 36", ^ ?\DCUS OF 334J6,74
FEET, ^ CHORD BEARlNG OF NORlli)7' l6' )j" WEST, NID A CHORD OF 17.90 FEET TO A
POINT; TIIDlCE NORTIIl&' 58' 10" EAST, DEPARTING SA.(!) RlGfIT-OF.WA Y LINE,,~
nrSlANCE OF 142,97 FEET TO A POINT; THENCE NORm 26' 01' 48" EAST A DISlANCE OF
178,98 FEET TO THE POfNT OF BEGlNMNQ,
CONTAlNlNG 1,226 SQUMtE FEET OR 0,028 ACRE MORE OR LESS.
I~; IjTIUTY EA~E,~ff,"IT 'A' r Fe.11 rlfSrRrPT!D,"1
ALL TII,\ T TRACT OR PAl.CEL Or wv-ro L '(U'IG IN SE<:T;IJN ]6, TO'Ji>S,C[? 10 SOtrTH, RANGE
30 EAST, SE,~IlNOLE COUNTY, FLORID,..., BEfl'IO A PORTION OF LltG?.2:'L ?A.,.o: ACCORDC'I(j
TO THE PLA T ntEREOF AS RECORDED fl'I PLH 800K r I. PAGE .w, o 1'.=:<: r.... L. ?...oCOWS OF
SE~ffiIOLE COUNiY, FLORIDA, A.'fD BEING A 15 FOOT \VIDE lJIlLfT'( ~ASE~.f"NT LYING U
F~ET LEFT AND RCGIIT OF THE FOLU)\O/U'IIj DESCR.lllEO CENTERL~i!,.
CO/.[MENC[}JG AT THE I'IOR TIrNEST COR,"",,- OF s....m LUTTRELL ?~:, "".2,'''CE SOUTH
IS' 58' 10" l'fEST A DrST ANCE OF I 57,GO FEET TO A PO [NT; THEHC:;: SOUT:.. ,I' 0 I' 50" EAST A
OlSTANCE OF loA,' FEET TO TIIE Pon-IT OF 8EGfMIJNG: TIlBlCE sor.rr<! 25' 01' q" '..,. A
, " DfSTM1CE OF 17S,51.FEETTO A ?Oll-ff; THENCE SOUTH IS' l8' 10" 'J, A !)(STA..\;CE OF 1"9.59
FEET TO .\ POfl'IT L YTNG 7,50 FEET NORTHE.ISTERL I' OF THE NORT:-{S",STE?-L \' RlGfIT-OI',
',' '\1{ A'Y LINE OF STATE ROAD No, 4 )4; rc{E/'ICE 171,SI FEET, .\LOhG T'!i:E ,-\"'.C OF A CU<t V'E
L role 7,50 FEET I'IORTI(EASTERL I' OF Mro p..IRAu.eL WTTH SMD OUG",.OF.WA I' Ll}iE,
SAID CURVE BEING CONCA VE TO TIfE SOlHl.r,l/F,ST, f[A 'I1NG A i) EL ,.... A.'10Lc OF 00' 15' lJ",
A RADIUS OF )3,129,24 FEET, A C'rlORD BEA.'UNG OF SOUTH)3' 02' IT' c....ST, AND A CHORD
OF 17).SI FEETTOTHEPOi1'ITOFTERMINATTON.
IS' !frn !TV F:A ~F'MFN'T "nO I EG<IL.O.ES.CF..U:UQ.t!
ALL TI{A T "ffiACT OR PARCEL OF lANl) L TING fN SECTION 16, TOWNSHl? 20 SOtrrH. RANGE
JO EAST, SE~UNOLE COUYTY, FLORIDA, BErNG A PORTION OF LlIlTR.ELL PARK ACCORDING
TO TIrE PLATTIrnREOF AS RECORDED IN pLAT BOOK II, PAGE ,~, OHfClAL RECORDS OF
SEMINOLE COUNTY, FLORIDA, AND BEING ^ 15 FOOT WIDE UTl:LITY E,...S.1v1B'1T t 'fING 7,50
FEET LEFT ANDRlOHT OF TILE FOLLOWING DESCRI1lEO CENTERLINE:
-
COl-lMENCING A T TIlE NORTHWEST CORNER OF SAID LlIlTR.EtL ? ARI(; THENCE SOU11{
lB' 58' IO"'WEST ^ DISTANCE OF 157.00 FEET TO ^ PO !NT; TIIENCE'SCtrTH 7t" 0(' 50" EAST A
DlSlANCE OF 51.8J FEET TO TIlE PO!NT 01' BEGINNING; TICENCE SOU11{ 02' 17' 46" EAST A
D/STANCE OF 110,00 FEET TO TIre POrNTOFTER/'([NATION,
.
c:\scl\at&t\ I 00 1278\OR731seAPTapproved 6-21-99,c1 8
", ."f
TELECOMMUNICATIONS TOWER
SITE IMP ACT RENTAL SURCHARGE AGREEMENT
THIS AGREEMENT is by and between the City of Winter Springs, Florida, a municipal
corporation, hereinafter called the "City", and AT&T Wireless Services of Florida, Inc., a
Florida corporation doing business as AT&T Wireless Services ("AT&T"), and is based on the
following conditions:
WHEREAS, the City has entered into a lease for construction of a One Hundred Sixty-
Five Foot (165') above ground level ("AGL") telecommunications tower on lands owned by the
City, which le.ase is with APT Tampa/Orlando, Inc., dated December 12, 1997 ("APT"); and,
WHEREAS, said lease with APT allows for APT to sublease space on the telecommunications
tower to other telecommunications providers; and,
WHEREAS, said lease between the City and APT reserves space on the telecommunications
tower at One Hundred Fifty Feet (150') AGL for use by the City; and,
WHEREAS, AT&T has entered into a sublease with APT for space on the tower located at an
AGL of One Hundred Twenty Feet (120') which is below the. space reserved for the City; and,
WHEREAS, AT&T will utiliie a 10 by 20 foot area within the ground site around the tower for
its equipment shelter, thereby, impacting the site for future use by the City of its ground equipment
shelter area in exercising its reserved tower space location;
NOW TH,EREFORE, be it agreed by the parties to this Agreement as follows:
1. Recitals Correct. Each and all of the foregoing recitals are acknowledged and agreed to
be true and, correct.
2. Land Area Surcharge. The parties agree that the ground area at the base of the tower to be
utilized by AT&T will limit the availability of ground space for other tower users including the City and
as consideration for the use of such ground area, AT&T agrees to pay a surcharge to the City of
$3,000.00 per year for the period AT&T occupies the tower or the ground area. Said sum may be paid
on a pro-rata basis either monthly or'quarterly, or on an annual lump sum basis in advance to:
City of Winter Springs
Finance Department
1126 E. S.R. 434
Winter Springs, FL 32708
The parties agree that such sum shall be in addition to any sum owed by AT&T to APT, or the
City that is otherwise imposed under that certain lease by and between the City of Winter Springs and
APT or the sublease by and between APT and AT&T.
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3. The parties agree that this Agreement shall not be modified or altered by either party unless such
modification or alteration is agreed to in writing by both parties.
IN WlTNESS WHEREOF the parties hereto set their hand and seal this 1st day of September,
1999.
Witness: AT&T WlRELESS SERVICES OF
~~~QioCA- FLORIDA, INC., a Florida corporation
~ ~\.\; ~ E ~~ffi..- -rs.u~ ~U,V~rt:-
Print Name
Print Name: Mary DiOrio
Title: Director of Network Realization
~~ CITY OF WINTER SPRINGS
/Z4/w NH
~~~~-~~ /'
Print Name: Ron2.1d 1-1. McLp.more
Print Name Title: City Man~,gp.r
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TELECOMMUNICA TrONS TOWER,
SITE IMP ACT RENTAL SURCHARGE AGREEMENT
THIS AGREEMENT is by and between the City of Winter Springs, Florida, a municipal
corporation, hereinafter called the "City", and AT&T Wireless Services of Florida, Inc., a
Florida corporation doing business as AT&T Wireless Services ("AT&T"), and is based on the
following conditions:
WHEREAS, the City has entered into a lease for construction of a One Hundred Sixty-
Five Foot (165') above ground level ("AGL") telecommunications tower on lands owned by the
City, which lease is with APT Tampa/Orlando, Inc., dated December 12, 1997 ("APT"); and,
WHEREAS, said lease with APT allows for APT to sublease space on the telecommunications
tower to other telecommunications providers; and,
WHEREAS, said lease between the City and APT reserves space on the telecommunications
tower at One Hundred Fifty Feet (150') AGL for use by the City; and,
WHEREAS, AT&T has entered into a sublease with APT for space on the tower located at an
AGL of One Hundred Twenty Feet (120') which is below the space reserved for the City; and,
WHEREAS, AT&T will utilize a 10 by 20 foot area within the ground site around the tower for
its equipment shelter, thereby, impacting the site for future use by the City of its ground equipment
shelter area in exercising its reserved tower space location;
NOW THEREFORE, be it agreed by the parties to this Agreement as follows:
.-
L Recitals Correct. Each and all of the foregoing recitals are acknowledged and agreed to
be true and, correct.
2. Land Area Surcharge. The parties agree that the ground area at the base of the tower to be
utilized by AT&T willlimit the availability of ground space for other tower users including the City and
as consideration for the use of such ground area, AT&T agrees to pay a surcharge to the City of
$3,000.00 per year for the period AT&T occupies the tower or the ground area. Said sum may be paid
on a pro-rata basis either monthly or quarterly, or on an annual lump sum basis in advance to:
City of Winter Springs
Finance Department
1126 E. S.R. 434
Winter Springs, FL 32708
The parties agree that such sum shall be in addition to any sum owed by AT&T to APT, or the
City that is otherwise imposed under that certain lease by and between the City of Winter Springs and
APT or the sublease by and between APT and AT&T.
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3. The parties agree that this Agreement shall not be modified or altered by either party unless such
modification or alteration is agreed to in writing by both parties,
IN WITNESS WHEREOF the parties hereto set their hand and seal this 1st day of September,
1999.
Witness: AT&T WIRELESS SERVICES OF
~~cJJ~~~ FLORIDA,INC., a Florida corporation
~ 0 M\htc Q~~s.~~ .
Print Name
Print Name: Mary DiOrio
Title: Director of Network Realization
ctx~ CITY OF WINTER SPRINGS
I?~il.~~
I . "
~'lu~ ~Zi)- ~14.c.e::S Print Name: 'Ronald W ~ McLp.IDOrp.
Print Name Title: City MC"nagp.r
,
ATs.Y
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AT&T Wireless Services
Suite 110
2400 Maitland Center Pkwy,
Maitland, FL 32751
December 27, 1999
,,-
City of Winter Springs
Finance Department
1126 E. State Road 434
Winter Springs, FL 32708
Subj: AT&T Wireless Services, Site Impact Rental Surcharge Agreement dated
September 1, 1999
Please allow thi~ letter to be AT&T Wireless Services notice of intent to commence
payment of the ag,reed upon "Land Area Surcharge" referenced in the agreement above.
AT&T Wireless Services of Florida, Inc., and APT Tampa/Orlando, Inc. has entered into
a Site Sublease Agreement dated 1 September, 1999. This agreement allowed AT&T to
occupy space on the tower constructed by APT under a Site Agreement for Land between
APT Tampa/Orlando Inc. And the City of Winter Springs. In addition to any
commitments that AT&T may have to APT under the above agreement, AT&T has also
agreed to pay the City of Winter Springs an annual payment of$3,000.00 as a "Land
Area Surcharge."
Paperwork has been initiated and the surcharge payment for the balance of 1999 from
August 17, 1999 (Construction start) will be forth coming within the next three to four
weeks. Also included will be payment in full for the calendar year 2000. The check will
be in the amount of. $4, 117.92. This will represent 136 days in 1999 @ $8.22 per day
and $3,000.00 for calendar year 2000.
Please call me at (407) 667-5681 if there are any questions.
IJ4PJ.7~
Walter D. Tanner
Manager, System Development
OJ
'68 Recycled Paper
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TELECOMMUNICATIONS TOWER i
SITE IMP ACT RENTAL SURCHARGE AGREEMENT i
THIS AGREEMENT is by and between the City of Winter Springs, Florida, a municipal I
i
corporation, hereinafter called the "City", and AT&T Wireless Services of Florida, Inc., a !
j
Florida corporation doing business as AT&T Wireless Services ("AT&T"), and is based on the \
following conditions: I
1
WHEREAS, the City has entered into a lease for construction of a One Hundred Sixty-
Five Foot (165') above ground level ("AGL") telecommunications tower on lands owned by the
City, which lease is with APT Tampa/Orlando, Inc., dated December 12, 1997 ("APT")~ and, I
WHEREAS, said lease with APT allows for APT to sublease space on the telecommunications
tower to other telecommunications providers~ and,
WHEREAS, said lease between the City and APT reserves space on the telecommunications
tower at One Hundred Fifty Feet (150') AGL for use by the City~ and,
WHEREAS, AT&T has entered into a sublease with APT for space on the tower located at an
AGL of One Hundred Twenty Feet (120') which is below the space reserved for the City~ and,
WHEREAS, AT&T will utilize a 10 by 20 foot area within the ground site around the tower for
its equipment shelter, thereby, impacting the site for future use by the City of its ground equipment
shelter area in exercising its reserved tower space location~
NOW THEREFORE, be it agreed by the parties to this Agreement as follows:
,- .
1. . Recitals Correct Each and all of the foregoing recitals are acknowledged and agreed to
be true and, correct
2. Land Area Surcharge. The parties agree that the ground area,at the base of the tower to be
utilized by AT&T will limit the availability of ground space for other tower users including the City and
as consideration for the use of such ground area, AT&T agrees to pay a surcharge to the City of .
$3,000.00 per year for the period AT&T occupies the tower or the ground area. Said sum may be paid
on a pro-rata basis either monthly or quarterly, or on an annuallump sum basis in advance to:
City of Winter Springs
Finance Department
1126 E.S.R. 434
Winter Springs, FL 32708
The parties agree that such sum shall be in addition to any sum owed by AT&T to APT, or the
City that is otherwise imposed under that certain lease by and between the City of Winter Springs and
APT or the sublease by and between APT and AT&T.
''3 Agreement shall not be modified or altered by either party unless such
~d to in writing by both parties.
oarties hereto set their hand and seal this 1 st day of September,
AT&T WIRELESS SERVICES OF
FLORIDA, INC., a Florida corporation
_,..'n~c-..
~~~(f(L-r~~ ~~VD~,
. dlTI e
Print Name: Mary DiOrio
Title: Director of Network Realization
~~*~ CITY OF WINTER SPRINGS
IP~P 9H#-. .
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~~ ~~- ~~ Print Name: Ronald W. McLemo,n~
Print Name Title: City Manager
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