HomeMy WebLinkAboutAerial Communications Site Sublease -1999 08 16
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Michael S. Brown
CollocaUon & RE Manager
6902 Cypress Park Drive
Tampa, Fl 33634
Direct Number: (813) 243-3222
Mobile Number: (813) 263-0864
Fax: (813) 243-1906
Emall: brom1@aerial1.com
Via FedEx
. Septem,ber 23, 1999
City of Winter Springs
Attn.: Mr. Don Leblanc
1126 East S. R. 434
Winter Springs, FL 32708
Dear Don:
I have enclosed an .original copy of the Site Sublease Agreement between APT and A T& T for
your files.
If you have any questions, do not hesitate to contact me.
Sincerely yours,
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AT&T Cell Site I.D.: OR073/Winter Springs APT Site I.D.: A2E015-B
State: Florida
County: Seminole
SITE SUBLEASE AGREEMENT
THIS SITE SUBLEASE AGREEMENT ("Sublease") is dated and entered into on the 1st day of
September, 1999, between AT&T WIRELESS SERVICES OF FLORIDA, INe., a Florida
corporation, d/b/a as AT&T WIRELESS SERVICES (" Subtenant") and APT
TAMPA/ORLANDO, INC., a Delaware corporation ("Sublandlord").
1. Leased Pro{lerty 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 Sublandlord 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 thereon (the "Ground Space") as further
depicted and legally described on Exhibit "A-I", 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. Underlyin~ Lease.
a. Sub landlord, as lessee, and the City of Winter Springs" a Florida incorporated
municipality ("OverIandlord"), as lessor, have entered into a Site Agreement for Land dated and
commenced December 12, 1997 ("Ground Lease") with respect to tb,e Property. The terms
contained 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 Sublandlord's
rental obligations to OverIandlord under the Ground Lease. Except as provided in Subparagraph
I a.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 OverIandlord is in default under the Ground Lease as of the
date of this Sublease.
b. Sublandlord, Subtenant, and Ovedandlord have entered into a Consent, Non-
Disturbance and Attornment Agreement, dated September 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. Sub landlord shall not be liable to Subtenant in
any way for any default of OverIandlord 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
expressly survive expiration or termination of this Sublease.
c. Subtenant shall not, whhout the prior written consent of Sublandlord in each
instance, communicate with Overlandlord, 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 OverIandlord under the Ground
Lease, Sublandlord shall promptly provide a copy of such notice to Subtenant. If Sublandlotd
fails to cure such default within any applicable grace period, as set forth in the Ground Lease,
and such failure permits OverIandlord to terminate the Ground Lease, Subtenant shall have the
right (but not the obligation) to cure such default on Sublandlord's behalf. If Subtenant elects t()
cure such default, Subtenant shall give Sub landlord written notice of its election no later than
five (5) days prior to commencing any curative action. Sub landlord shall reimburse Subtenant
c:\scf\at&l\ 100 1278\or731seAPT approved 6-21-99.cl 1
June 22, 1999
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AT&T Cell Site 1.0.: OR073/Winter Springs APT Site 1.0.: A2E015-B
State: Florida
County: Seminole
immediately upon written demand for any cost or expenses incurred by Subtenant on account of
curing such default on behalf of Sub landlord. 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 Sub landlord, .
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 Sublandlord 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 "Commencement Date"). The Term of this
Sublease shall terminate at midnight on December 18, 2002.
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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 (iii) Sublandlq.rd, in it sole discretion,
timely elects to extend the term of the Ground Lease (as permitted thereunder) such that the term
thereof is long enough to encompass the Renewal 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 Sub landlord 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 Sub landlord has no obligation whatsoever under this Sublease to exercise
any renewal option granted to Sub landlord 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 10.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/1 00 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 will provide the requisite
information for Subtenant to pay Rent by direct deposit to Sublandlord'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 month 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 each
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 Sublandlord has designated an account to which Subtenant shall make
payments via electronic transfer, and after Sub landlord has provided Subtenant with its Federal
c:\scf\at&t\ 1 001278\or73lseAPTapproved 6-21-99.c1 2'
June 22. 1999
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AT&T Cell Site 1.0.: OR073/Winter Springs APT Site 1.0.: A2E015-B
State: Florida
County: Seminole
. 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 herein as "Antenna Facilities", and as depicted and further
described on Exhibit "B" attached hereto and incorporated herein by reference ("Permitted Use")
7. Due.Dili~ence 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. Subtenant 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 inte;nded use, or Subtenant
determines that the operation of a communications facility ~n or within',.theProperty w.ould 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 terminate this Sublease by sending written notice of
termination to Sub landlord. Thereafter, neither Sub landlord nor Subtenant shall have any further
obligation or liability under this Sublease except as otherwise provided herein. Sub1andlord 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 us'e, 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. Sub landlord 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.
Notwithstanding anything contained herein to the contrary, should the proposed relocation by
Sub landlord 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
Sub landlord, 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 d.eemed 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\al&t\ 1 001278\or73lseAPTapproved 6-21-99.c1 3
June 22, 1999
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AT&T Cell Site I.D.: OR073/Winter Springs APT Site I.D.: A2E015-B
State: Florida
County: Seminole
Sub landlord 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 Sub landlord to Subtenant; provided,
however, Sub landlord hereby acknowledges that Subtenant's use of the Property and t4e 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.
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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
Sub landlord'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 Sub landlord consents to such interruption or interference in
writing, and shall be performed by a contractor(s) approved by Sublandlord, which approval
shall riot be unreasonably withheld or delayed; provided, however, it is understood that
Overlandlord's consent under the Ground Lease may also be required. Sub landlord shall advise
Subtenant in writing within ten (10) business days of receipt of such)nformation whether it
approves Subtenant's proposed contractor(s). Subtenant is not authoriz~d to contract for or on
behalf of Sublandlord. for work on, or the furnishing of materials to, tp.e 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
Sub landlord, 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 Sub landlord
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 analysis, 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 all 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 Sub landlord, and
Subtenant shall have no further rights, 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 Hmited to, the
installation of emergency power generators).
Subtenant shall cause all utilities servicing the Tower Space and Ground Space to 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 SubtenaiJ.t shall pay such invoice in full within ten (10) days of receipt
thereof. Sub landlord shall have no liability for interruption of utilities servicing the Tower
Space.
c:\scf\at&t\ 1 001278\or73lseAPTapproved 6-21-99.cl 4
June 22, 1999
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AT&T Cell Site I.D.: OR073/Winter Springs APT Site I.D.: A2E015-B
State: Florida
County: Seminole
.d. Sub landlord shall provi'de Subtenant with 24-hour, 7-day per week access to the
Tower Space and 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 Sublandlord 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 Sub landlord 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 Sub landlord 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
Sub landlord or any other pre-existing occupant ofthe Tower or the Property.
e. Sub landlord shall be responsible for the maintenance and repair of the Tower~' but
Subtenant shall reimburse Sub landlord, within thirty (30) days of receipt of a year-end invoice
(supported by reasonable documentation) from Sub landlord for Subtenant's share of the annual
maintenance and repair costs and expenses incurred by Sub landlord in connection with the
Tower and such other costs or expenses regarding the Tower which are passed thfough to
Sub landlord under the Ground Lease, which costs and expenses shall be shared equally between
the total number of persons or entities, inclusiv'e of Sublandlord and S~btenant, collocating on
the Tower, at the time of Sublandlord'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 equipment 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 Sub landlord 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;
11. 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 niay
not be terminated so long as the defaulting party cominences 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\at&t\ 1 001278\or73lseAPTapproved 6-21-99.cl 5
June 22, 1999
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AT&T Cell Site I.D.: OR073/Winter Springs APT Site I.D.: A2E015-B
State: Florida
County: Seminole
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
bankruptcy 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 ot against Subtenant
under any bankruptcy 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, irrimediately 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, arid 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 Sub landlord shall have the option of terminating
this Sublease upon written notice thereof given to Subtenant. If Sublaridlord 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
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, Sublartdlord shall have
the right to do whatever Subtenant is obligated to dounder 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 deipand for any costs and
expenses which Sub landlord may incur in effecting compliance with Bubtenant'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 Suhtenant notice ()f
such cure within forty-eight (48) hours thereof. Subject to the notice and cure periods provided
for herein, Sub landlord shall have the right to exercise any or all other remedies available to
Sublandlord, in connection with an Event of Default, at law or in equity, including without
limitation, injunctive relief.
c. In the event Sub landlord elects not to exercise any renewal option granted to
Sub landlord under the Ground Lease or elects to terminate the Ground Lease, Sub landlord 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 tease to Subtenant and to assume all of
Sub landlord's obligations thereunder; approval of such assignment by the OverIandlord 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 arid after
the date of the assignment, and that Sub landlord is released from all of its obligations thereunder.
As a condition of such assignment to Subtenant, Subtenant shall obtain from the Overlandlord
and provide to Sub landlord a written notification' confirming the releasb 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 hannless from 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 hannless from all claims,
liabilities, causes of action, costs and expenses, including reasonable attomeys' fees and
disbursements, arising under the Ground Lease before the date of assignment to Subtenant. If
OverIandlord 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:\sct\at&t\ 100127 8\or73lseAPT approved 6-21-99.d 6
June 22, 1999
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AT&T Cell Site 1.0.: OR073/Winter Springs APT Site 1.0.: A2E015-B
State: Florida
County: Seminole
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 Sub landlord in remedying any
such liens and encumbrances or otherwise incurred by Sub landlord in order to convey title in
accordance with the standard set forth in this sentence. Sublandlord and Subtenant agree to
execute and 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
Sub landlord has leased the Tower to one or more third parties, Subtenant's acqujsition 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 Sub landlord to Subtenant,'
Subtenant shall acquire all of Sub landlord's rights under the Ground Lease and incur all of
Sublandlord's obligations under the Ground Lease from arid 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, enant shall pay the documentary stamp or other taxes that
may arise upon or after such conveyance, and all costs incurred by andlordin 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. ,
11. 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 commerci,ally 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
termination, 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 Sublandlord, 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. Sub landlord 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 Sublandlord be liable
for any damages including, without limitation, lost profits or revenues 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 Facilities located on the
Tower or within the Property.
12. Taxes Subtenant shall pay to Sublandlord any applicable sales tax on the Rent,
and Sub landlord shall be responsible for remitting such tax to the appropriate government
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
pay, 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 Sublandlord agrees to furnish proof of such increase to Subtenant. Subtenant
acknowledges that Sub landlord 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 Sub landlord.
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\at&t\ 1 001278\or73lseAPTapproved 6-21-99.d 7
June 22, 1999
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AT&T Cell Site J.D.: OR073/Winter Springs APT Site J.D.: A2E015-B
State: Florida
County: Seminole
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 I
anniversary of the Terin and any Renewal Term, shall provide Sublandlord with certificates of
insurance or other reasonably satisfactory documentation evidencing such coverage. Sub landlord
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.
Sublandlord 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 Sub landlord has with respect to the
Tower and the Property..'
14. Hold Harmless. Subtenant and Sub landlord shall indemnify, defend and hold
each other harmless from and against injury, loss, damage or liability (or any claims in respect of
the foregoing), costs or expenses (incluqing reasonable attorney's fees and court costs) arising
from the installation, use, occupancy, maintenance, repair or removal of the Anteruia 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, it,~ employees, agents or
independent contractors.. In addition, Subtenant shall further indenmify, 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
.ofits 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 ofthis Sublease.
15. Notices. All notices, requests, demanc;is 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: To Sub landlord at:
AT & T Wireless Services APT Tampa/Orlando, Inc.
2400 Maitland Pkwy., Suite 110 Attn: Collocation Manager
Maitland, Florida 32751 6902 Cypress Park Drive
Attn: Site Acquisition Manager Tampa, FL 33634
with a copy to: with a copy to:
AT&T Wireless Services APT'Tampa/Orlando, Inc.
11760 North U.S. Highway One Real Estate Department
West Tower - 3rd Floor P.O. Box 31793
North Palm Beach, Florida 33408 Chicago, IL 60631-0793
Attn: Regional Counsel
16. Environmental Laws.
(a) Sub landlord 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\at&t\ 1 001278\or73lseAPTapproved 6-21-99.c1 8
June 22, 1999
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AT&T Cell Site I.D,: OR073/Winter Springs APT Site I.D.: A2E015-B
State: Florida
County: Seminole
used by Sub landlord 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); and (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. Sub landlord 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. Sublandlord will defend, indemnify and hold Subtenant hannless from and
against any and all direGt 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 ofthe 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 hannless from and against any and all direct liabilities: damages, losses, costs,
assessments, penalties, ,fines, expenses and fees, including reasonable leg~l fees, that Sub landlord
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 Subleasin~ 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 Sub landlord's
prior approval. Any assignment to which Sub landlord may consent shall not release Subtenant
from, or othetwise 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 Enjoyment 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 agreesto furnish to the other, within ten (10) days after request, such
truthful estoppel information as the other may reasonably request. Neither party shall record this
Sublease or any short form of lease or memorandum of lease, except with the express written
consent ofthe other party.
c:\scf\at&t\ 1 001278\or73lseAPTapproved 6-21-99.cJ 9
June 22, 1999
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AT&T Cell Site I.D.: OR073/Winter Springs APT Site I.D.: A2E015-B
State: Florida
County: Seminale
b. Each party represented in this transactien by a breker, agent er cemmissian
salespersen shall be fully and exclusively respensible fer the payment of any fee, cemmissien er
ether cempensatien owing to. such person, and shall indemnify and hold the ather party haimless
from and against any claims arising in cennectien therewith. Subtenant represents and warrants
that it has not dealt with any real estate agent er breker in cennectien with this transactien.
c. If either party fails to. perferm a material abligatian under this Sublease within 30
days after receiving written natice fram the ather party, the party that delivers such natice may'
perform such abligation ar take ather apprapriatecurative actian an behalf and at the expense af
. the nanperfarming party. Ifthe curative actian is taken by Subtenant, the expenses may be affset
against the next payment(s) afmanthly Rent. If the curative actian is taken by Sublandlard, the
expenses shall be paid by Subtenant tagether with the next payment of manthly Rent.
d. This Sublease shall be canstrued in accardance with the laws af the State af
Flarida. If any term af this Sublease is faund to. be vaid ar invalid, such invalidity shall not effect
the remaining terms af this Lease, which shall cantinue in full farce and effect. In the event af
any litigatian arising hereunder, the substantially prevailing party shall be entitled to. recaver its
reasanable attarney's fee's and caurt casts, thraugh appeal.
e. This Sublease canstitutes the entire agreement and understanding of the parties
and supersedes all offers, negatiatians and ather agreements. There are no. representatians ar
understandings of any kind nat set farth herein. Any amendment to. t1;Us Sublease must be in
writing and executed by bath parties. This Sublease may be executed in saunterparts.
'.
f. At the terminatien af this Sublease, Subtenant shall have reasanable access. to.
remave its antennas and assaciated transmitting and receiving equipment far up to. thirty (30)
days after the expiratien ar terminatian af this Sublease. Subtenant shall nat ha.ve the right to.,
and may nat, remove any structural enhancement to. the Tawer (other than the Antenna
Facilities), such structural enhancements to. the Tower becaming the property af Sublandlerd
upan the expiratien ar earlier terminatien af this Sublease. In accardance with the immediately
preceding sentence, Subtenant shall (i) remave Subtenant's equipment in a gaad, efficient' and
warkmanlike manner and in campliance with all applicable laws, (ii) repair any damage caused
to. the Tower, the Praperty and the Graund Space by such remaval, (iii) nat interrupt ar interfere
with the aperation af the cammunicatians systems ar equipment af the Sublandlard ar the
Sublandlord's ather tenants in remaving Subtenant's equipment, and (iv) surrender the Tawer
and the Praperty and the Graund Space in gaad canditian, ardinary wear and tear excepted. In
the event Subtenant fails to remave any af its equipment from the Tawer, the Preperty ar the
Graund Space within farty-five (45) days after the expiratian date ar earlier terminatian ef this
Sublease, Subtenant shall be deemed to have abandaned its equipment and Sublandlard shall be
free to remove and dispase af Subtenant's equipment in any manner determined by Sublandlard
in SUblandlard's sale and absalute discretian, and withaut any liability to. Subtenant therefor. If
Subtenant is deemed to. have abandaned its equipment pursuant to. the imm~diately preceding
sentence, Subtenant shall reimburse Sublandlard within ten (10) days of Subtenant's receipt af an
invaice fram Sublandlard, fer all casts and expenses incurred by Sublandlard in remaving and
dispasing af Subtenant's equipment, and such reimbursement abligatian shall survive the
expiratian ar earlier terminatian af this Sublease.
g. Sublandlard reserves the right, in its sale discretian, and upan ane hundred twenty
(120) days written natice to. Subtenant, to. relocate the Tawer Space, fram time to. time, to. a
different height en the Tewer. Accardingly, Subtenant shall relacate any Antenna Facilities an
the Tawer to. the space designated by Sublandlard in such natice within such ane hundred twenty
(120) day periad. Such relacatian, hawever, shall nat prevent ar interfere with Subtenant's
permitted use ef the Tawer Space. Such relacatian casts shall be paid by Sublandlard unless
Subtenant precipitated the relecatian, in which event Subtenant shall be salely respansible far the
payment af all such casts. Subtenant agrees that no. actian taken pursuant to. this Sectian 21.g
shall canstitute a canstructive evictian, and Sublandlard shall have no. liability to. Subtenant far
last revenues ar profits ar ether claims arising fram such relacatian.
c:\scf\at&t\ 1 001278\or73lseAPTapproved 6-21-99.cl 10
June 22, 1999
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AT&T Cell Site I.D.: OR073/Winter Springs APT Site I.D.: A2E015-B
State: Florida
County: Seminale
Wherefore, the parties hereby enter into. this Sublease as afthedate first stated abave.
SUBTENANT:
Witnesses: AT&T Wireless Services afFlarida, Inc.,
a Florida carparatian
~ ~~:<- By: -11J~r;) ~ ,
Pri e: '" ~\-\ ~G.aLr~\\~ Print Name: Mary DiOrio
~i~~Oh Print Title: Directar afNetwork Realizatien
SUBLANDLORD:
APT Tampa/Orlanda, Inc., a Delaware carparatian
~g BY~~
Print Name: M'CIIAec..s. BlltoidAl Print . Barry M:,Br
Title: Dlrectar Engineenng & Operatians
.
~~m~
Print Name: fo)\C1\e\A\ t. G~ SUBTENANT
STATE OF C{"~ C)<2r'~, (\ )
) ss:
COUNTY OF ~ I L -r c,~ )
The foregoing instrument was acknowledged before me this ~day of ~~<:-"1 ,1999.
by Mary DiOrio, the Director of Network Realization of AT&T WIRELESS SERVICES OF FLO DA, INC., a
Florida corporation, d/b/a AT&T WIRELESS SERVICES, on behalf of the corporation, who is pers~ally
kn~n to me or has produced a as identification.
-.. ~c-2~ .
~c Notary Public, Fulton County.Geo~
My Commission Expires: My C'.ommlsslon EXoires AUQust 25, . 2
c:\scf\at&t\ 1 001278\or73lseAPTapproved 6-21-99.cl 11
June 22, 1999
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AT&T Cell Site I.D.: OR073/Winter Springs APT Site I.D.: A2E015-B
State: Florida
Caunty: Seminale
SUBLANDLORD
STATE OF Ftst. \\)A
) ss:
COUNTY OF HILLSBOROUGH
The foregoing instrument was acknowledged before me this Z1~ day of~trrtNER.., 1999, .
by Barry M, Brown, the Director Engineering & Operations of APT TAMPA/ORLANDO, INC., a Delaware
corporation, on behalf of the corporation, who is personally known to me or has produced a ,
as identification.
Notary Public
My Commission Expires:
Jmlllllllllllllmlllllllllllllllllllllllllllllll. (
~ ~ Nicholas Clive Glover ~
C:' .. .. Notary Public, State of Florida ~
~; ~ i Commission No. CC 597297 (
'~ lIP ~\l My Commission &p. 1211912000 ~
", t~3-NOTA1lY. P1L NOlIIIy SeMce A Boll4i11a Co. (
>'>WN............................................................N).........................................................N)...'1 ~ .
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c:\scf\at&t\ 1 001278\or73lseAPTapproved 6-21-99.d 12
June 22, 1999
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AT&r Cell Site I.D.: OR073/Winter Springs APT Site 1.0.: A2E015-B
State: Flarida
County: Seminole
EXHIBIT A
To the Site Sublease Agreement dated
September 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
Le~al Description of the Property:
LEASE PARCpL LEGAL DESCRIPTIQJ::{
ALL THAT TRAcr OR P ARCEt al' LAND L YlNG IN SECTION 36, TOWNSHIP 20 saurn:, RANGE
30 EAST, SEMINOLE COUNTY, FLORIDA, BEING A POR110N OF LtITTRELL PARK ACCORDING
TO. TIm PLAT TIIEREOF AS RECaRDED IN PLAT BaOK 11. PAGE 44, OffiCIAL RECeRDS OF
SEMmOLE COUN1Y, FLORIDA. AND BEING MaRE P ARTICULARL Y DESCRIBED AS FeLLOWS:
COMMENCING AT TIm NORTHWEST caRNER aF SAID LtrrTRELL PARK; THENCE saUTH
18" 58' 10" WEST A DISTANCE aF 157.00 FEET TO. A POINT; TIIENCE SOtTnI71" 01' 50" EAST A
DISTANCE OF 44.00 FEET TO THE paINT OF BEGINNING; THENCE NORm 18' 58' 10" EAST A
DISTANCE OF 50.00 FEET TO. A paINT; THENCE SOlJ11{ 71" 0 [' 50" EAST A DISTANCE OF 50.00
FEET TO A POINT; TIlENCE sautH 18" S8' 10" WEST A DISTANCE OF 50.00 FEfT TO A paINI';
THENCE NORm 71" 01' 50" WEST A DISTANCE aF 50.00 FEET TO THE POINT aF BEGINNING.
CONT.A.INlNG 2,500 SQUARE fEET OR 0.057 ACRES MORE OR LESS,
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c:\scf\al&t\ 1 001278\or73lseAPTapproved 6-21-99.c1 13
June 22, 1999
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AT&T Cell Site 1.0.: OR073/Winter Springs APT Site 1.0.: A2E015-B
State: Florida .
County: Seminole
EXHIBIT A-I
(Page 1 of 2)
To the Site Sublease Agreement dated
September 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. SITE SKETCH
AND..~S~~TED WITHIN THE LEGAL DESCRIPTION SEETFORTH BELOW:
SiTE: OR-7.3
WINTER SPRINGS
!"/1Sf:,~C
".Gi".-lr.C,.
'>("1;-
,
'. "
P,ltO~[O .
C(-gATQC..[
CADl.' QOl/TI,ot<)
,'"
/ '>
'f? "
\,/ O'>,..u:.It AI ~'TC"'y CD
~O, s.:..."" 0,.",.,. ,..... """'"
'",u JCO
[s:v] BLACK & VEATCHu.P o.....~. "'O'IlIIJ J%!IO ,".. 10'
O/ltc_I "70 ~ 11-1;00 e!OCD OA.rt: 1/17/t'l
r.,.: 101 ""9-)501 MA~ NO. S\._T)
AT&T VYIRELESS SERVlCES
OR-73 VYINTER SPRINGS
LEASE PARCEL
LEGAL DESCRIPTlON
ALL TI1A T TRACT OR PARCEL OF LAND L YlNG IN SECTION 36, TOWNSHIP 20
soum, RANGE .30 EAST, SEMINOLE COUNTY, FLORIDA, BEING A PORTION OF
LUTTRELL PARK ACCORDING TO TI1E PLAT TI1EREOF AS RECORDED IN PLAT
BOOK 11, PAGE 44, OFFICIAL RECORDS OF SEMINOLE COUNTY. FLaRIDA, AND
BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT TI1E NORTI1'NEST CORNER OF SAID LUTTREL PARK; TI1ENCE
SOUTI-i 18'58'10' 'NEST A DISTANCE OF 157,00 FEET TO A POINT; TI1ENCE
SOUTI-i 71'01'50' EAST A DISTANCE OF 68,00 FEET TO TI1E POINT OF
BEGINNING; TI-iENCE NORTI1 18'58'10' EAST A DISTANCE OF 31.00 FEET TO A
POINT; THENCE SOUTI-i 7,'01'50' EAST A' DISTANCE OF 26.00 FEET TO A
POINT; TI-iENCE SOUTI1 18'58'10' 'HE5T A DISTANCE OF 31.00 FEET TO A
POINT; TI1ENCE NORm 71'01'50' 'NEST A DISTANCE OF 26.00 FEET TO THE
POINT OF BEGINNING.
CONTAINING 806 SQUARE FEET MORE OR LESS,
c:\scf\al&t\1 001278\or73lseAPTapproved 6-21-99,cl 14
June 22, 1999
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AT&T Cell Site I.D.: OR073/Winter Springs APT Site I.D.: A2E015-B
State: Florida
County: Seminole
EXHIBIT A-I
(Page 2 of 2)
To the Site Sublease Agreement dated
September 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
IS' TNGRF.SSIEGRESS EASEl'tu:ru.u:.GAL nESCRIPUQ!'i
ALL THAT TRACiaR PARCEL aF LAND LYING IN SEcnON 36, TOWNSHll' 20 SOtJTH, RANGE
30 :eAST, SEMINOtE caUNrY, FLORIDA. nEING A paRUON aF Lt.rITR.ELL PARX ACCORDING
TO. THE PL,A T THEREaF AS RECORDED IN PLAT BoaK II, PAGE 44, OFFICIAL RECORDS OF
SEMINOLE couNTY, FLORIDA. AND BE[NG MaRE PARTICr.JLARL Y DESCRIBED AS fOLLOWS:
COMMENCING AT TIlE NOR11{WEST caRNER aF SAID LlJITRELL PARK; TIlENCE setm{
\8058' 10" WEST A DISTANCE or- 15700 FEET TO. A POtNTj 11IENCE SOtrrH 71. Ot' 50" EAST A
DISTANCE OF 44.00 FEET TO TIlE POINT OF BEGfNNING; mENCE CONTINUE SOtJTIi
71" 0 I' 50" EAST A D[ST ANCE OF 15.1\ FEET TO A PO!NT; 11{ENCE sa(JTI{ 26" 0\' 48" WEST A
DISTANCE 179,91 FEET TO. A pafNT; THENCE saVTH \8" 58' 10" WEST A DISTANCE eF 151.82
FEET TO. A POINT ON TIIE NeRTIlEASTERLY RlGHT.OF.WAY LlNE OF STATE ROAD No. 434'
THENCE 17.90 FEET ALONG SAID RIGHT-OF- WAY LrNE, ALONG THE' ARC aF A CUR. VE, '
caNCAVE TO THE NORTH. HAVING A DELTA ANGtE aF 00" 01' 36", A RADIUS aF 38436.74
FEET, A CHORD BEARING OF NeRm 31" 56' 35" WEST, AND A CHORD OF 17.90 FEET TO A
POINT; TItEN'CE NORTII 18.58' LOH EAST, DEPARTING SAID RIGHT.OF-WAY LINE, A
DISTANCE OF 142.91 FEET TO. A paINT;TIIENCE NORm 26" 01' 48" EAST A DISTANCE OF
178.98 FEE'r'TO TIlE POINT OF BEGrNNTNG. , '
CONTAINING 1,226 SQUARE FEET aR 0.028 ACRE MORE aR LESS.
.,
,
1 S' UTILITY EASEM1':NT . A' LEGAL DESCRfPTrOf'i
ALL iliA T TRACT OR P MCEL OF LAND LYING .TN SECTION 36, TOWNSHIP 20 SOUTH, RANGE
30 EAST, SElvUNOLE COUNT(. FLORIDA, BErNG A PORTION OF LUTTRELL PARK ACCORDING
TO mE PLAT THEREOF AS RECORDED IN PLA T BOOK II, PAGE 44, OFF[CIAL RECORDS OF
SE1\1TNOtE COUNT(, FLORIDA, AND BEING A 15 FoaT WIDE tmLITY EASEMEm LYING 7.5
FEET LEFT AND RIGHT OF TRE FOLLOWING DESCRlI3ED CENTERUNE,
CO/vf?l.{ENCING AT THE NOR TIfWEST caRNER OF SAID LUTrRELL PARK; TRENCE SOtrrH
18.58' 10" \VEST A DISTANCE OF \57.00 FEET TO A po.lNT; TIlENCE SOtJTIi 7[0 01' 50" EAST A
DISTANCE OF 36.44 fEET TO. TH:E POINT OF BEG(NNJNG; THENCE SOtJTIi 26. 01' 48" WA
DISTANCE OF 178.51 FEET TO A POINT; nrENCE SOtJTIi.l80 58' 10" W A DISTANCE OF [29.59
FEET TO A POrNT LYING 7.50 FEET NaRTHEAST'ERL Y OF THE NORTHEASTERL Y RIGHT-Of.
WAY LINE Of STATE ROAD No. 4)4; THENCE 173.8! FEET, ALONG THE ARC OF A CURVE
LYING 7.50 FEETNORTIlEASTERLyaF AND PARAllEL WTTH SAID RIGHT. OF-WAY LINE,'
SAID CURVE BEING CONCAVE TO THE SOt.mrWEST. HAVING A DELTA ANGLE OF 00. 15' 3J",
. A RADrus OF 38429.24 FEET, A CHORD BEARlNG OF SOUTH: 38" 02' 19" EAST, AND A CHORD
OF 17] ,81 FEET TO THE POINT OF TERMINA nON,
, 15' UTILITY EA~F.MF.NT "B" LEGAL DES~
ALL THA TTRACT OR PARCEL OF LAND t YTNG IN SEcnON 36, TOWNSHIl' 20 SOUTH. RANGE
30 EAST, SEMINOLE COtJ?o."TY, FLORIDA, BErNG A PORTION OF LUTIRELLPARK ACCeRDING
TO THE PLAT THEREOF AS RECORDED IN PLAT BOOK 11, PAGE 44, OFFJCIAL RECaRDS aF
SEt'vflNOLE COUNTY, FLaRIDA, AND BEING A 15 FOOT WIDE t.rIU.ITY EASEMENT LYING 7.50
FEET LEFT AND RIGHT aF THE FOnaWING DESCRIBED CENTERlINE:
C01vl:MENCINO AT TIlE NORTIrWEST CeRNER aF SAID LIJITRELL PARK; THENCE SOU11i
IS. 5S' to" WEST A DISTANCE OF '157.00 FEET TO A POINT; THENCE'saUTH 71. aI' 50" EAST A
DISTANCE OF SI.8J FEET TO. TIrE POINT af BEGINNING; Tl{ENCE satffi{ 02" 17' 46" EAST A
D[STANCE OF 110.00 FEET TO TH:E POINT OF TER.MJNATION.
c:\scf\at&t\ 1 001278\or73lseAPTapproved 6-21.99,c1 15
June 22, 1999
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.AT&T Cell Site 1.0.: OR073/Winter Springs APT Site I.D.: A2E015-B
State: Florida
Caunty: Seminale
EXHIBIT B
To the Site Sublease Agreement dated
September 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
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Description of Antenna Facilities on Tower Space and Ground Space: Nine (9) DB844H80
antelmas mounted an the existing 165' tall manapole at the 120' abave graund level with all
required appurtenant facilities and with graund space as shawn belaw.
. ~Wire1ess Services e
CONCEPTUAL S~ETCH
SITE: OR-7J
WIt\ITER SPRINGS
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c:\scf\at&t\1 001278\or73lseAPTapproved 6-21-99.cI 16
June 22, 1999
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AT&T Cell Site I.D.: OR073/Winter Springs APT Site I.D.: A2E015-B
State: Florida
Caunty: Seminale
EXHIBIT C
To the Site Sublease Agreement dated
September 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
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Ground Lease as attached hereto:
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c:\scf\at&t\ 1 001278\or73lseAPTapproved 6-21-99.cl 17
June 22, 1999
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SITE 10: A-2-E-015-8
SITE NAME:. City afWinter Springs
SITE AGREEMENT FOR LAND
This Site Agreement For Land ("Agreement") entered into as of the ~day of De.c.ej(~'d:1~, 1997, by
. and between City of Winter Springs, a Florida incorporated municipality ("Owner"), whose address is 1126 East
S.R. 434, Winter Springs, Florida 32708, and APT Tampa/Orlando, Inc., a Delaware corparation; whase address
is 84.10 W. Bryn Mawr, Suite 1100, Chicago., IL 60631-3486 ("APl), provides for the granting and leasing of
certain property interests an the following terms: '
Far goad and valuable consideration, the receipt and sufficiency af ~hich is hereby acknawledged and
agreed, the parties hereto agree as follaws:
1. PROPERTY. The property interests hereby leased and granted by Owner (individually and callectively,
the "Project Site") shall include the follawing:
[Xl Real property comprised af approximately 1. :Co square feet. af land ("Premises"); ,
[Xl Non-exclusive easements required to. run, maintain and operate utility lines and cables an and to.
the Premises; and
[Xl Non-exclusive easement across Owners Property (hereinafter defined) for access, ingress and
egress to the Premises
IN OR UPON THE Owner's real property ("the Owner's Property"), lacated at 1126 East S. R. 434, Winter
Springs, in the County of Seminole, and legally described on Exhibit "A" attached hereto, which Owner's Praperty
is subject to APTs interest in the ,Project Site as set forth in this Agreement. The Project Site is depicted and
legally described on said Exhibit "B", attached hereto. All improvements made to the Praject Site pursuant to. this
Agreement shall be known hereafter as the "APT Facilities".
, 2. NO FRANCH/!j)EGFJ,ANTED. This Agreement is not a franchise pursuant to. city charter ar ordinance or
state statute, nar is if a permit to use the right-of-way under the control af the Owner, except to. the extent of any
easements granted hereunder. Any such franchise or permit must be obtained separate from Owner.
3. TERM. The term of this Agreement shall be Five (5) and a fraction years, with the first year commencing
an the day of , 199_, and shall be subject to the necessary approvals by the City af Winter
Springs and Seminale Caunty, FL 0.( all zaning, building pennits and any other necessary appravals for the
canstructian af the APT Facilities (the "Commencement Date") and terminating on the _ day of ,
2002 (the "Initial Term"), unless atherwise terminated as provided in Paragraph 9. APT shall have tne right to
extend the term of this Agreement far FO't.i'i'(4) successive five, (5) year periods (the "Renewal Terms") on the '
saine terms and conditions as set farth herein. This Agreement sQall automatically be extended for each
successive Renewal Tenn an such same tenns and canditians, unless APT natifies Owner in writing af its
intention nat to. renew prior to commencement 0.( the succeeding Renewal Term, ar Owner natifies APT that it is in
vialalion af this Agreement, state law, federal law ar laGaI ardinances, and APT fails to. cure said via!alion in
accordance with this Agreemer1l
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4, RENT.
A. Far the Initial Term, APT shall. pay to. Owner annual rent in the amaunt of T r , ,
01 . .... I ("Rent")' in quarterly payments a('fl , . -..~~ [' " } an
the first day of January, April, July and October, tagether with any applicable sales tax. If the abligalion to. pay
Rent commences ar ends on a day other than the first day af'the quarter, then Rent shall be prorated on the basis
af a ninety (gO) day quarter and shall be delivere::!"/dh~r. 20 b'.!siness days fram the Cammencement Date.
B. Far any Renewal Term, APT shall pay Rent in the amaunt of Rent to be paid during the previous
term (whether the Initial Term or a Renewal Term}, increased by an amaunt equal to a percentage of the Rent to
be paid during such previous term, which percentage increase shall be computed and established for the entire
R:IORLANOO\A.2.E.0 1510 15-b\site agreement 12.3-97,nnal.doc 12/10/97 3:45 PM I
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SITE 10: A-2-E-'015-S
SITE NAME: City of VVinter Springs
current Renewal Term at the beginning of each such Renewal Term by multiplying the number aF years in th
previous term (whether the Initial Term ar Renewal Term) times three percent (3%). . e
C. Rent shall be paid electronically via electronic wire transfer, direct depasit or other paperless
means into a bank account to. be designated by Owner. Owner may from time to time, designate another bank
acco~nt far the deposit of Rent provided the request is made in writing and received by APT at least sixty (60)
days In advance of any Rent payment date. .
D. (i) The APT Facilities shall be canslrucled with a one hundred sixty five (165') fool slip hale Ii
monopole (the "Tower") designed with spaces to collocate the antennas of three (3) commercial mobile radio .. . ,
se",ices rCMRS") operators. APT shall have Ihe exclusive use of one space on the Tower al approximalely one I
hundred sixty four feet (164') (the "APT Space"). The Owner shall have the use of the second space (from the::~~' ~
top) an the Tower (the "Owner's Space"). In the event that the Owner decides nat to. occupy or use the Owner's ~, "
Space itself or far a public purpase but instead to permit any other user (whether CMSR or not) to be collocated in if~. .;:
the Owners Space, Ihe rent from said user shall be shared equally between APT and the Owner, In addilion, APT :l\~
and Ihe Owner shall share equally in the renl produced from all Ihird party cOllocale~s on Ihe Tower whether ~
CMSR or not. APT shall be entitled to all Attachment Fees, hereinafter defined, received from any third party '.~~'t'1...',
collocatar. Attachme.nt Fees are defined as capital reimbursement for costs incurred by APT in cannecti.an with .11
the leaSing of the Project Site and the construction of the Tower on the Project Site. The Owner is exempt from '\'i:: :
.C1ny Attachment Fees. ':;::~
(ii) APT shall cooperate with Owner and each collocator ("Other Provider') in connection with their
lacating and placing their antennas and other facilities on the Tower and in the ancillary support facilities.. If the
lacation and placement of the antennas and other facilities can not be agreed upan, APT shall perform such
technical studies as may be necessarl to determine the location.
(iii) Each new Other Provider shall be solely responsible for the cost of locating and placing their
equipment onto the tower, a'ndinto ancillary suppart buildings. The qther Providers shall also be responsible for
any liabilities that aris~ fram the Other Provider's use of the Tower. APT shafl be responsible for securing from
such Other Providers sufficient insurance for activities and uses of the Project Site by such Other Providers and
further shafl indemf'Jify Owner pursuant to. Sectian 10 of this Agreement for activities of Other Providers.
(iv) INithin three days after receipt, APT shall notify Owner in writing af all sublease or assignment
requests or proposals which APT receives far use of the Tower.
5. USE. The Proje'ct Site may be used for the purpose Ofir~talfing, removing:,replacing, maintaining and
operating a communicatians facility generally in, under, an and above the P(oject Site as shown on Exhibit "S",
subject to. such mOdificatians and alteratians as required by APT (callectively, the "Communications Faciiicy",
which Cammunications Facility, without limitatian. shall constitute a portian of the APT Facilities), provided that
APT shall nat be required to occupy the Project Site.. APT agrees to comply with the provisians of City of Winter
' Springs ardinance 678, as codified and as subsequently amended. Owner shall provide APT with twenty-four (24)
hour, seven (7) day a week, year-around access to. the Project Site. APT shall pay all personal property taxes
assessed agatnst the APT Facilities. Owner shall timely pay all real. praperty taxes and assessments, if any,
against the Owner's Property. APT shall not allaw any construction ar materialmen's liens to. be placed on the
Project Site or Owner's Property as a result of its work an the Project Site. Owner shall be entitled to. all Rents.due '
under this Agreement an a nelbasis. Owner shall nat be required to. make expenditures af any kind in cannectib'n
with this Agreement or to 'make' any repair or improvement to the Project Site or the Premises. In addition, APT
shall pay to the third parties entitled thereto., all taxes,. asse.ssments, in~urance premiums, maintenance charges,
casts and expenses against the Premises which may be contemplated under any provisions of this Agreement.
APT, its agents and contractors, are hereby granted the right, at APT's sole cast and expense, to enter
upon the Owner's Property and conduct such studies as APT deems necessarl to determine the Project Site's
suitability far APT's intended use, These studies may include surveys, sail tests, environmental evaluatians, radio
wave propagation measurements, field strength tests and such other analyses and studies as APT deems
RIORLANOO\A-2-E.0 1510 15-b\sile agreemenl 12-J-97fina/,doc 12/10/97 J:45 P,l,l 2
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SITE 10: A-2-E-D15-B
SITE NAME: City of Winter Springs
necessary or desirable. Owner shall cooperate with APT and execute all documents required to permit APT's
intended use af the Project Site in compliance with zoning; land use, building and any other applicable regulations,
whether racal, state ar federal in nature. Owner hereby appaints APT as its agent and attorney-in-fact for the
limited purpase af making such filings and taking such actions as are necessary to abtain any desired zaning, land
use appravals, building permits and/or any ather applicable penTiits and approvals. APT shall at its expense,
camply with all present and future federal, state, and lacallaws, ardinances, rules and regulations (including laws
and ordinances relating to health, safety, radio frequency emissions, and radiation) in cOnnection with the use,
operation, maintenance, canstructian and/or installation af the Premises. APT shall pay, as they come due and
payable, all fees. charges, taxes and expenses required for licenses and/or'permits required for ar occasianed by
APTs use af the Premises.
6. APT IMPROVEMENTS. A (i) Prior to. commencement of constructian, APT shall submit
plans and specificatians for all improvements to Owner for Owner's written approval, such approval nat to be
unreasanably withheld. No. improvemen~ constructian, installation ar alteration shall be commenced until plans for
such wark have been approved by the Owner and all necessary permits have been praperly issued.
(ii) Such plans shall inClude: Fully dimensianed site plans that are drawn to. scale and shaw
(a) the proposed location af the antennas, equipment shelter, access and utility easements, driveway and parking
areas, (b) the proposed lacations changes in the landscape. (c) the proposed type and height af fencing, .(d) the
praposed colar af all structures, including fencing, (e) the propased type of constructian material for all structures,
including fencing. and any ather details that Owner may reasonably request.
(iii) Priar to commencing construction, APT shall also pravide Owner with the name of the
can tractor that will be constructing the improvements. The contractor is subject to the priar written approval. af
Owner, such approval not to be unreasonably withheld. All impravements shall be constructed in a workmanlike
manner without the 'attachm~nt~ofi::any liens to the Premises and shall be campleted in. compliance with all
applicable laws. rules, ardinances and regulations. '
8. (i) The Tower shall remain the property of APT and APT shall at Owner's request remove the
Tower upan terminatian af the Agreement Such remaval shall be done in a workmanlike and careful manner and
withaut interference or damages to any ather equipment, structures or operations on the Owner's Property,
including use af the Owner's Property by Owner ar any af Owner's assignees or lessees. If hawever, APT
requests permission not to remove all or a portion of the improvements, and Owner consents to such n'on-removal,
. title to the affectedimpravements shall thereupan transfer,to Owner and the same thereafter shall be the sole and
,- entire property afOwner, ,and .APT shall be relieved of its duty to -remove the same.. J\llY personal'equipment or ' ,: ,.
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ather impravements which are nat remaved within thirty (30) days af terminC!tian of this Agreement shall become
the praperty af Owner, at Owner's option.
(ii) Upon removal afthe impravements (ar portians thereaf) as pravided abave, APT shall restore
the affected area of the Premises to the reasonable satisfaction of Owner. All costs and expenses far the remaval
anq restarati9n to. be performed by APT pursuant to this section B shall be barne by APT, and APT shall hold
Owner harmless farm any partian thereaf. Notwithstanding the faregoing, APT shall nat be required to remove
any foundatian mare than five (5) feet belaw grade level, unless required by federal ar state law, ar by a city
ardinance or resalutian that determines a need for remaval af the faundatian, in which case, APT will remove the
entire faundation. APT shall provide Owner with a performance band in the amaunt af $50,000 far the first year af
the initial term, increasing by 3% ,each year during the initial Term and each Renewal Term af this Agreement, to.
ensure Owner that APT will comply with the provisians of this Sectian 6B(ii) regarding remaval.
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7. UTILITIES. Payment for electric service and for telephone ar ather cammunication services to the APT
Facilities shall be APTs responsibility. Owner agrees to coaperate with APT in its efforts to connect the APT
Facilities to existing utility service at APTs expense.
8. CONDITION OF PROPERTY. Owner represents that the Owner's Property and all improvements thereto.,
are in compliance with all building, life/safety, and other laws, ardinances, rules and regulations af any
R:\ORLANOO\A-2.E-0 15\0 15.b\site agreement 12.3-97,linaldoc 1 2/1 0/97 3:45 PM 3
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SITE ID: A-2-E-015-B
SITE NAME: City of 'Ninter Springs
governmental ar quasi-gavernment autharity. APT shall be respansible for conducting due diligence regarding the
candition of the Property.
9. TERMINA TlON. This Agreement rrny be tem1inated by APT at any time, in its sole discretian, by giving
written notice thereof to Owner nat less than 30 days priar to the Cammencement Date. Further, this Agreement rrny
be terminated by APT immediately, at any time, upon giving written notice to. Owner, it (a) APT cannot abtain all
gavemmental certificates, pem1its, licenses ar other approvals (collectively, "Approval") requiredand/ar any
easements required from any third party within six (6) manths af the Cammencement Date; ar (b) Owner fails to
deliver any non-disturbance agreement ar subordinaUan agreement required by APT; ar (c) Owner breaches a
representation or warranty contained in this Agreement; ar (d) Owner fails to. have proper ownership of the Owners
Property and/or the Project Site and/or authority to' enter into this Agreemen~ ar (e) during the Initial Term, APT
determines that the Owner's Property contains substances af the type described in Sectian 11 af this Agreement or (0
during any Renewal Tem1, APT determines that the Project Site is not appropriate for its operatians far economic.
environmental or technafogical reasahs Such tem1inatian shall nat constitute a waiver of APTs rights under
Paragraph 14 af this Agreement priar to. said terminatian.
10. INDEMNITY AND INSURANCE.
A Disclaimer af liability. Unless resulting from Owner, Owner's agents, emplayees, ar contractors
negligence ar intentianaf miscanduct, Owner shall not at any time be liable for injury ar damage occurring to any
person or property arising aut of APTs canstruction, maintenance, repair, use, operation, candition ar dismantling
of the Premises.
B. Indemnification. Unless resulting from the ,negligence or intentional misconduct....of the
"lndemnitees. (as hereinafter defined), APT shall at its sole cost and expense, indemnify and hold harmless
Owner and all assaGiated, affiliated, allied and subsidiary entities af Owner, now existin~fi;.Qr hereiriafter.created,
and their respective officers, 'boards, commissions,' employees, agents, attorneys, and cantractors (hereinafter
referred to. as "Indemnitees") from and against:
(i) , Any and all liability, obligation, damages, penalties, claims, liens, costs, charges, losses
and expenses (including withaut limitatian, reasanable fees and expenses of attorneys, expert witnesses and
cansultants), which may be impased upon. incurred by ar be asserted against the lndemnitees by reasan af any
act ar amissian of APT, its persannel,. emplayees, agents ar cantractors, resulting in bodily injury, sickness,
disease or death to any person ar-damage ta, lass of ordestruction of tangible praperty which may arise out.of af
be in any' way connected with the canstructian, installation, operatian, maintenance, usear canditian. of the, _ _ ---
Premises or the Tenant's failure to comply with any federal, state or local statute, ardinance ar regulatian.
(ii) Any and all liabilities, obligations, damages, penalties, claims, liens, casts, charges,
lasses and expenses (including withaut limitation, reasanable fees and expenses af attorneys, expert witnesses
and cansultants), which are imposed upan, incurred by ar asserted against the Indemnitees ~y reason of any
'clai01 ar lien arising out af work, labor, materials ar supplies provided ar supplied to APT, ar its contractors, for the
installatian, construction, aperation, maintenance ar use of the Premises.
(Hi) Any and aI/liability, obligation, damages, penalties, claims, liens, casts, charges, losses
and expenses (including, withaut Iirriitatian, reasanable fees and expenses, af attorneys, expert witnesses and
consultants), which may be imposed upan, incurred by or be asserted against the Indemnitees by reasan af any
financing or securities affering by APT af its affiliates far vialatians af the comman law ar any laws, statutes, ar
regulations af the State af Florida or UnitedSt2tes, i!1c!t.!<jir~ those of the Federal Securities and Exchange
Commission, whether by APT or atherwise.
(iv) To. the extent permitted by law and subject to the statutory limits set forth in Seclion
768.28, Florida Statutes, Owner shall, at its sole cost and expense, indemnify and hald harmless APT, its afficers,
personnel, emplayees, agents. affiliates and contractors from and against any and all claims, liabilities, obligations,
damages, penalties, liens, costs, charges, lasses and expenses (including without limitatian reasonable fees and
R:\ORLANOO\A-2.E.0 15\0 15-b\site agreement 12.3.97,/inal.doc 12/10/97 3:45 Pt\1 4
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SITE 10: A-2-E-01S-B
SITE NAME: City af Winter Springs
expenses af attomeys, expert witnesses and consultants) resulting out of Owner's awnership, use, maintenance
ar management of Owner's Property including the Premises, any act or omission of Indemnitees or breach of this
Agreement by Indemnitees. This indemnity shall not apply to any negligent or intentional act af APT or its
persannel, emplayees, agents, ar contractors.
C. Assumptian of the Risk. APT undertakes and assumes for its afficers, agents, affiliates
contractors and employees (callectively "APT" solely for purpases of this section), all risk af dangerous conditions:
if any, an ar abaut the Premises, and APT hereby agrees to. indemnify and hold harmless the Indemnitees against
and from any claim asserted or liability imposed upon the Indemnitees for bodily ifljury or property damage to. any
persan (other than from Indemnitees, negligence) arising aut of APTs installatian; aperatian, maintenance,
car'ditian ar use of the Premises ar APT's failure to comply with any federal, state or lacal statute, ardinance or
regulatian.
O. Defense of Indemnitees. In tile, event any action ar proceeding shall be braught against tile
lndemnitees by reason af any matter for which the Indemnitees are indemnified hereunder, APT shall, upon notice
fram any af the Indemnitees, at APTs sale cost and expense, resist and defend the Indemnitees; pravided,
however, that APT shall not admit liability in any such matter an behalf of the Indemnitees and Indemnitees shall
nat admit liability far, ar enter into any compramise ar settlement af, any claim for which they are indemnified
hereunder, without the priar written consent of APT.
E. Notice, Caoperatian and Expenses. Owner shall give APT prompt natice of the making of any
claim or the commencement at. any action, suit or other proct;eding covered by the pravisians af this paragraph.
Nathing herein shall be deemed to. prevent Owner from coaperating with. APT and participating in the defense af
any litigatian by Owner's own counsel. APT shall pay all reasonable expenses incurred by Owner in response to
any such actions, suits ar proceedings. These reasonable expenses shall include out-of-pocket expenses such as
reasonable attarneys fees and .shall also. include the reasonable value, of any sefNices rendered by the Owner's
attorney, and the reason9b{e .expenses of Owner's agent, employees ar expert witnesses, and disbursements and
liabilities assumed by Owner in connection with such suits, actions, ar proceedings but shall, not include attorneys'
fees for services that are unnecessarily duplicative of services provided Owner by APT.
F. Insurance. During the term of this Agreement, APT shall maintain, ar cause to be maintained, in
full farce and effect and at its sale cast and expense, the fallawing types and limits af insurance:
(i) APT shall maintain !=ammercial general liability insurance insuring APT against liability for
bodily injury, death or damage to.pr9P.erty.arising.o.ut,af th~.l!seof the Project Site by APT"with cambined single
limits af Three Millian and NO/100 Oallars ($3,000,000). Any policy required to. be obtained by APT purs.uant to.
this paragraph shall cantain a waiver of subragatian in favar af the party hereto., to. the extent required under the
indemnity sectians of this paragraph.
(ii) Warker's campensatian insurance meeting applicable statutory requirements and
employer's liability insurance with limits of One Hundred Thausand and NOlOollars ($100.000) for each accident.
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(Hi) Autamobile liability insurance covering all awned, hired and nanawned vehicles in use by
APT, its emplayees and agents, which complies withtl1e pravisians af state law with limits af One Million and
NO/100 Dollars ($1,000,000) as the cambined single limit far each accurrence for bodily injury and property
damage.
(iv) At the start af and dllrin!] the period af any canstructian, builders all risk insurance. or an
installatian floater ar equivalent property caverage covering cables, materials, machinery and supplies af any
nature whatsaever which are to. be used in ar incidental to. the installation of the Tower. Upon completion af the
Tower, APT shall substitute for the foregaing insurance palicies of fire, extended coverage and vandalism and
maliciaus mischief insurance an the Premises. The amount of insurance at all times shall be representative af the
insurable values installed ar canstructed.
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SITE 10: A-2-E-G15-B
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(v) All policies other than those for Workers Compensatian shall be written on an occurrence
and nat an a claims made basis.
,(vi) The coverage amaunts set forth above may be met by a combination of underlying and
umbrella palicies so lang as in cambination the limits equal or exceed those stated.
G. Named Insureds. All policies, except for property/builders risk and warkers campensation
,palicies, shall name Owner and their respective officers, baards, commissians, emp(ayees, agents and
.cantractars, as their respective interests may appear, as additional insureds to the extent required to. indemnify
under this Agreement (herein referred to as -Additional Insureds"). Each palicy which is to be endarsed to. add
Ad9itiana/lnsureds hereunder, shall contain separation af insureds warding, as follows:
-In the event of a claim being made hereunder by one insured for which another
insured is or maybe liable, then this policy shall cover such insured against
wham a claim is ar may be made in the same manner as if separate palicies had
been issued to each insured hereunder:
H. Evidence af Insurance. Certificates of insurance hr each insurance palicy required to be
. abtained by APT in campliance with this paragraph shall be filed and maintained with Owner annually during the
term af the Lease. APT shall immediately advise Owner of any claim or litigation that may result in liability to
Owner.
I. Cancellatian af Policies of Insurance. All insurance policies maintained pursuant to this
Agreement shall camply with the follawing: ::;
.At least sixty (60) days prior written notice shall be given to: Owner by the insure,d.
af any infentian noLla renew such palicy or to cancel such palicy. Such natice 'c
shall, be given by registered mail to the parties named in this paragraph of the
Agreement.
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J. Insurance Campanies. All insurance shall be effected under valid and enforceable policies,
insured by insurers licensed to. do. business by the State af Flarida or surplus line carriers on the State af Florida
Insurance Cammissianers approved list af companies qualified to do. business in the State of Florida.
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K. Deductibles. All insurance pclicies may be written with d~du~tibl~s. APT,agrees to indemnify
and save harmless Owner, the Indemnitees and Additianaf Ins~reds from and against' the payment 'of any
deductible and fram the payment af any premium on any insurance policy required to. be furnished by this
Agreemenl
L. Gontractars. APT shall require that each and every one of its contractors who. perfarm work an
th~ Premis~s to carry, in full farce and effect, warkers' compensatian, commercial general liability and automabile
liability insurance coverages of the type which APT is required to obtain under the terms af this paragraph with
appropriate limits of insurance. r
M. Review of Licnits. If Owner determines and APT agrees that higher limits af coverage are
necessary to pratect the interests of Owner or the Additianal Insureds, .APT shall be notified and shall abtain' the
additianallimits af insurance, at its sale cast and expense.
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11. HAZARDOUS SUBSTANCES.
A. Owner represents that Owner has no knowledge of any substance, chemical, ar waste an the
Owners Property that is identified as hazardous, toxic ar dangerous in any applicable federal, state ar loca/law,
ardinance, rule or regulatian ("Hazardous Substances"). Hazardous Substances shall be interpreted broadly to
mean any substance or material defined ar designated as hazardous or toxic waste. hazardous ar taxic material,
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SITE 10: A-2-E-D15-B
SITE NAME: City of Winter Springs
hazardous ar toxic or radioactive substance. or ather similar term by any federal, state or local environmental law
regulatians ar rules, as may be amended from time to. time; and it shall be interpreted to include, but not be limited
to, any substance which after release into the environment will or may reasonably be anticipated to cause
sickness, death or disease.
B. APT represents and warrants that its use of the Premises herein will not generate any Hazardous
Substance, and it will nat stare ar dispose an the Premises nat transport ta ar over the Premises any Hazardaus
Substances other than those used in APTs normal business operatians, if any. APT further agrees to. hold Owner
harmless fram and indemnify Owner against any release caused' by APT af any such Hazardous Substance and
any damage, loss, ar expense ar liability resulting fram APTs release, including all reasonable attorneys' fees,
costs and penalties incUrred as a result thereaf, except any release caused by the negligence or intentional acts of
Owner, its employees or agents ar contractors. Owner shall hald APT harmless fram and indemnify APT against
. any damage, lass, expense, response costs, or liability, including consultants' fees and any legal and court costs
and attorneys' fees resulting from the presence af Hazardaus Substances on, under or around the Owner's
Property ar resulting fram Hazardaus Substances an, under ar around the Owner's Property ar resulting tram
Hazardaus Substances being generated, stored, dispased af, or transparted to, on, under, or around the Owner's
Property by Owner, as long as the Hazardaus Substances were not generated, stared, dispased af, ar transparted
by APT ar its employees, agents or contractors. The terms of this paragraph shall survive the expiration or earlier
'terminatian af this Agreement.
12. DAMAGE OR DESTRUCTION.
A If the Tower ar any pQrtion af the Tower is destroyed ar damaged sa as to. materially hinder effective'
use af the Tower through no fault ar negligence af APT, APT may elect to. terminate this Agreement uponihirty (30)
days written notice to Owner. In such event, APT shall promptly remave the Tower fram the Premises. This
Agreement (and APTs ob,!.gatiofl to pay Rent) shall terminate upon APTs fulfillment af the abligations set forth.in the
preceding sentence,at which termination APT shall be entitled to the reimbursement of any Rent prepaid by APT.
Owner shall have no obligatian to repair any damage to any portian of the Premises.
B. In the event the Premises are taKen by eminent domain, this Agreement shall terminate as of the
,date title to the Premises vests in the condemning authority. In the event a partion of the Premises is taken by
eminent damain sa as to. materially 'hinder effective use of the Premises by APT, either party shall have the right to
terminate this Agreement as of the date of transfer of title, by giving thirty (30) days written notice to the other party.
In the event af any taking under the power af eminent domain, AP1-shafl.l-'oLbe'~nJitl;;:d.ta anY:.Q.tUJe~:pQruC)nof the
award paid for the taking and the Owner shall receive full amount of such award. APT hereby expressly waives any
right or claim to any partian thereaf. Although all damages, whether awarded.as compensatian for diminutian in value
of the leasehald or to the fee af the Premises, shall belang to. Owner, APT shall have the right to. claim and recover
from the condemning authority, but nat from Owner, such compensation as may be separately awarded or
recaverable by APT on accaunt of any and all damage to. APTs business and any costs ar expenses incurred by
APT in moving or removing its equipment. persanal property, and leasehald improvements:
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13. QUIET ENJOYMENT. APT, upan payment af the Rent, shall peaceably and quietly have, haldand enjay
the Praject Site. If, as af the date af executian of this Agreement ar hereafter, there is any mortgage, ar other
encumbran.ce affecting Owner's Property, then Owner agrees to. obtain fram the halder af such encumbrance a
Subardination, Nan-Disturbance and Attornment Agreement pursuant to the terms of which APT shall not be
disturbed in its possession, use and enjoyment of the Praject Site. Except in cases of emergency, Owner shal! not
have access to the Project Site unless accompanied by APT personnel.
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14. DEFAULT AND OWNER'S REMEDIES.
It shall be a default if APT defaults in payment or provision of Rent or any other sums to Owner when
due, and does nat cure such default within ten (10) days; or if APT defaults in the perfarmance af any other
cavenant ar condition af this Agreement and daes nat cure such other default within thirty (30) days after written
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SITE 10: A-2-E-015-B
SITE NAME: City of INinter Springs
'notice from Owner specifying the default camplained of; ar if APT abandons or vacates the Premises, or if APT is
adjudicated as bankrupt or makes. any assignment for the benefit of creditors; or if APT becomes insolvent.
In the event of a default, Owner shall have the right, at its option, in additian to and nat exclusive of any
ather remedy Owner may have by operatian of law, without any further demand or notice, to. re-enter the Premises
and eject all persans therefrom, and declare this Agreement at an end, in which event APT shall immediately
remave the Tower and pay Owner an sum of money equal to the amount of the unpaid rent accrued through the
date of termination and any other amaunts necessary to reasanably compensate Owner for all detriment
proximately caused by APTs failure to perfarm its obligations under the Agreement.
In the event af any default of this Agreement by APT, Owner may at any time, after natice, cure the default
far the accaunt of and at the expense of APT. If Owner is campelled to. payor elects to. pay any sum of money or
do. any act which will require payment af any sum af money ar is compelled to. incur any expense, including
reasanable attarneys fees in instituting, prosecuting ar defending any action to enforce the Owner's rights under
this Agreement, the sums sa paid by Owner with all interest, costs and damages shall be deemed to. be Additional
Rent and shall be due fram APT to Owner on the first day af that month following Owner incurring the expense
described herein.
15. MISCELLANEOUS.
A Owner represents and warrants that Owner has full authority to enter into and sign this Agreement
and has goad and marketable title to the Owner's Property.
B. APT represents and warrants that it is duly autharized ,.to do. business in Flarida and that the
undersigned signatory for APT is fully autharized by APT to enter into this Agreement an behalf of APT.
C. This Agfeemen.t supersedes all prior discussians, negotiations and agreements between the
parties hereto and con'tains all, agreements and understandings between the Owner and APT regarding the
subject matter af this Agreement This Agreement may anly be amended by a writing signed by both parties.
Exhibits "A" throu9h He" are hereby incorporated into this Agreement by reference.
D. This Agreement may be signed in counterparts by the parties hereto.
E. The terms and conditians of this Agreement shall extend to and bind the heirs,
representatives, suc~essors and assigns af Owner and APT.
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F. The prevailing party in any actian ar proceeding to. enforce- the terms af this Agreement shall be
entitled to. receive its reasanable attorneys' fees and ather reasonable enforcementcosts and expenses fram th
nan-prevailing party.
G. Simultaneausly herewith or on or befare the Commencement Date, Owner shall execute a '
acknawledge and deliver to. APT for recarding a memorandum af this Agreement ("Memorandum") in the farm
Exhibit "C". Owner hereby grants APT permissian to. insert the effective date of this Agreement into t
Memorandum after executian af the Memarandum.
H. APT shall nat assign this Agreement in whole or in part, or sublet all or any part af the Premises
withaut the Owner's prior written cansent, which consent shall nat be unreasanably withheld. Cansent by Owner
to any assignment or subletting shali n0tGon'3lit1ltA 8.. waiver of the necessity of such consent to. any subsequent
assignment ar subletting. This prohibition against any assignment or subletting shall be canstrued to. include a
prahibition against any subletting or assignment by operation of law. No such assignment ar subletting shall
release APT from any of the obligations arising under this Agreement.
If APT is a corporation or partnership, and if the control thereof changes at any time during the term of the
this Agreement, then Owner at its option may, by giving ten (10) days prior written notice to APT declare, such
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SITE 10: A-2-E-D15-B
SITE NAME: City af Winter Springs
change a breach of this paragraph unless Owner has previously approved the new controlling party. As used in
this definitian the term 'contral" means the possession, directly ar indirectly, af the power to direct or cause the
directian af the management and policies of APT, whether thraugh ownership of voting securities, by can tract or
atheN/ise.
Any persan or entity to which this Agreement is assigned pursuant to the provisians of the Bankruptcy
Code, 11 USC section 101, et seq., shall be deemed withaut furtheract to have assumed all of the obligations af
APT arising under this Agreement on and after the date af such assignment Any such assignee shall upon
demand execute and deliver to. Owner an instrument can firming such assumption. Any' monies or other
cansideratians payable ar atheN/ise to be delivered in cannection with such assignment shall be paid to. Owner,
shall be the exclusive property af Owner, and shall nat canstitute property of APT or the estate af APT within the
meaning af the Bankruptcy Code. Any manies or ather cansiderations constituting ,Owner's property under the
preceding sentence not paid or delivered to Owner shall be held in trust for the benefit af Owner and be pramptly
paid to. Owner.
I. All natices, requests, demands, and other communications hereunder shall be in writing and
shall be deemed given if persanally delivered or mailed, certified mail, return receipt requested, to. the fallowing
addresses:
If to Owner. City of Winter Springs
City Manager
1126 East S. R. 434
Winter Springs, FL 32708
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With a Copy to: City of Winter Springs
CitY. Clerk .
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'1126 East S.R. 434
Winter Springs, FL 32708
I f to. APT:. APT TampaJOrlando, Inc.
Real Estate Department
PO Bax 31793
Chicago, IL 60631-D793
'-^lith a Capy to: APT TampaJOrlanda, Inc.
Real Estate Department -
6902 Cypress. Park Drive
Tampa, FL 33634
J. This Agreement shall be canstrued in accordance with the laws af the State af Florida, with venue
in.Seminale. County.
K. Each party agrees to furnish to. the ather, within ten (10) days after request. such truthful estoppel
information as the ather may reasanably request.
L. Owner and APT each represent that they have nat been represented by a .real estate braker or
ather agent in this transactian.Each party shall indemnify and hald the ather party harmless from any claims for
commission, fee or other payme~t b~' ~ud; br0~'=! ar any ather agent claiming to have represented a party herein.
M. The parties hereto warrant and represent, each to the other, that the matters af fact contained
herein are true and accurate.
N. If any term af this Agreement is faund to be void or invalid, such invalidity shall nat affect the
remaining terms af this Agreement, which shall cantinue in full farce and effect.
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SITE 10: A-2-E-G15-B
SITE NAME: City of INinter Springs
O. SIGNS/GRAFFITI. APT may not place signs on the Tower, APT shall first abtain the Owner's
written consent to design, size and location as to any signs anywhere on the Premises. Owner at any time may
enter the Premises and undertake any activities necessary to abate or remove graffiti located therein. APT shall
reimburse Owner all costs incurred by Owner in connection with such abatement 'ar remaval within thirty (30) days
af Owner's presenting APT with a statement of such costs.
P. MAINTENANCE. APT shall, at its own expense, maintain the Premises and all
impravements, equipment and other personal property on the Premises in gaod working arder, cOndition and
repair. APT shall keep the Premises free of debris and anything af a dangeraus. noxiaus ar offensive nature
whj~h wauld create a hazard ar undue vibration, heat or naise.
O. RADON GAS: Radan. is a naturally occurring radiaactive gas tha~ when it has accumulated in a
building in sufficient quantities, may present health risks to persons who. are expased to it over time. Levels of
radon that exceed federal and state guidelines have been found in buildings in Flarida. Additianal infarmation
regarding radan and radan testing may be abtained from your county public health unil
IN WITNESS WHEREOF, the parties hereto. bind themselves to this Agreement on this day,af _
,1997.
OWNER
witnAses: . .
~~L_
Pnn ame. )~_~
2.~~. ~
Prj t Name: :30.."'\/.1 I(c.. \\Cl.. ,j,\<,\ 0
Address of Owner:
Telephane No.: 4D,\-3.;2')-l~0()
Facsimile No: Lio'1 - ~~'1-"91 'l. J;}. -;.E-9- 7
FederallD Na.: ~ - 10 a.c, 3 G7 </ Date:
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SITE 10: A-2-E-O';5-8
SITE NAME: City af Winter Springs
APT
Witnesses: ~ APrrA~f;~
~~~~;;: . ""__ mh,) By: /~ ~ )Y;
Tony . McOawell ,
~~_jL Its: Oirectar Engineering and Operations
2. and Authorized Agent
Print Name :' , 8~8u.{[~ [Corparate Seal]
Address of APT: Id-/~7 7
. Real Estate Department Date:
'Ainerican Portable Telecam, Inc.
PO Bax 31793
Chicaga,lL 60631-0793
~th copy to:
APT Tampa/Orlanda, Inc.
Real Estate Manager
5907 - B Hampton Oaks Parkway
Tampa, FL 33610
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SITE 10: A-2-E-O 15-8
SITE NAME: City at Winter Springs
EXHIBIT "A" TO SITE AGREEMENT
LEGAL DESCRIPTION OF THE OWNER'S PROPERTY:
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PARENT TRACT
LEGAL OESCRIPTlOO
LOTS 1 THROUGH 25 AND INCLUDING HOOVER STREET, LUTTRELL lANE,
AND THE SOUTH Ct-iE-HALF (51/2) OF 2ND STREET OF LUTTRELL PARK
, ACCORDING TO mE PLAT THEREOf AS RECORDED IN PLAT BOOK 11, PAGE
.4--4. Of THE PUBUC RECORDS. Of SEMINOli COUNTY, FLORIDA, BEING A
PORnCt-i OF LOT 27. BLOCK B OF D.R. MITCHELL'S SURVEY Of THE LEVY
GRANT AS RECOROED IN PLAT SOOK 1. PAGf 5 Of THE PUBUC RECORDS OF
SEMINOlE COUNTY. FLORIDA, L YlNG NORTHEASTERLY Of' ST A IT ROAD ~ 1 9
(SANFOOO-O\1EDO ROAO).
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II is agrelJd by OwnlJr IJnd APT IhallhlJ proper end predse legal dlJscriplion (or the Owner's Pro{lfJrty will be cooected, if necessary. and that
!he correct leg81 descn'plion m8Y be placlJd on this Exhibil -A - and/OI' I/Iat this Exhibit -A - m8Y be replaced 10 reflect suclr proper 811<.1 plfJciSIJ
leg8/ description by AP r unilaterelly,
\\Apl-lan.nll\Sile\ORLANOO\A.2.E.0 15\0 15-b\sile agreement 12-J-97,nnal.doc 12/04/97 J:55 PM 12
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SITE 10: A-2-E-015-B
SITE NAME: City 0.( Winter Springs
EXHIBIT "B" TO SITE AGREEMENT
Page 1 of 2
SKETCH AND DESCRIPTION OF THE PROJECT SITE:
\
LtAs( P J.~CH I~' f./CllCSS;rO'lCU OSOJOir
u: CAt. 0(30.,. l104 LC CAl. 0{ ~ If" no;
AU nUl I"II"CI '" I'J...IICa. or l..,.IoHQ l~C ~ S(CI1OIi .>4. lQ~:I>fl' l1J AU 1l1J.T flItACr ~ PAACQ. or l..,.IoHO ll1HC f./ ~cn~ J4. TOlOOi'iHP 10
.Jo.;nl. ~J.Jo<C(. Jo (AJr. S(1If./o....c c~rr. n.O'\Q^, DQH' A 1'0'\ ~ SOUIl1. IIAHe( JO OSI. S(I./~ COl../Nrr, T\.~IO^" 8C1HC; A I'~ l104
or lUI'll<(ll I'MW, ACCO'\OfNC ro !li( I'ur 1l1(Il(Of .AS Il(CO'\O(o Iti Of lU~ll I'M~ A.CC~e 10 1l1( ~r 1l1(ll(or AS ~CCAo{O ~
~I .'000< II. PAa:. ~, erne...... ~CCfI01 or S(1It-1o....c COUNrY. pur !lOOI( II. PAC( 4...(. Cfl10Al ~CO<roS or S(1It-1Cl..( C:OUf./rr.
n.~IQ^, AkJ 10'" 1oI~ I'M na.A..AlllT DC~CD AS rcu.o.rs.: T\.OO\ 10 ^' AkJ I()" e I./~ ( I' All nQ.A..AIIl T OUONI CD .1,1 r a.J. 0W3.:
COlJIIOKINC Ar lli( HOlIl1't11(ST c:x:fflj(1I ct' SAO WT1R.(L I'M\(; COI.IIlOiOIlC AT n-< HOO\ll1llo(ST CO\II01 or UQ UJ~Cl I'M!<:.
ll-Q/C( SOOIl1 1I'~.no' 'tII(Sl A OlsrAAC( or 111.00 ru:r To A I"OHI: riO/C(. SOUIl1 II~'IQ' -.(Sf A OlSIANC( or U100 ra:r 10 A 1"0111;
~a: SOUIl1 11'll1'~' (A.SI A Or:srJ.Jla: Of 44,00 rur TO "K I'OtI-ir n-QiC(. SOUIl1 11'll1'~' (AST A OrsrJ.JlC{ 0(" H.OO f'((1 TO 1l1( ,.c.ul
Of ICONHlIolC;' lllQ<e( HOO\1l-i 1I~'10' (.l..Sr A orSIAHa: or ~.OO re(r or 'C~HItiC; ~C( COoinM)( SOUIl1 11'01')<1' (AH J.'OrsrJ.llC(
10 A I'O'WI; THO/a: SOUIl1' 1I"01.~. (ASl A.OfSr.lJ.la: 01 ~.OO recI 10 0(" IS.II recr ro J. "CoNl; l'HCHa: SOJIl-i H"OI'H' II<Sf A OrSl.<JoiC(. or
A POfNI; ~CC SOUIl1 "-:\.4'10' -c.sT A OrtlJ.Jle( or ~.OO rur 10 A 17'1,11 rto TO A 1'O<H1; n-.c.Ha: SOUrli 11':1"10' -=sr A OIS1MO: or
.pOrOiI; 1'H(Io<C( HCflTH 11"01')<1' II<SI J. Ors,.....cc 0(" ~oo rtO to TH( al.l1 rcCl 10 A l'O<Hr 0; f}.<( H~n-.cASI'(IIlY /lICHT-Oi'-wJ.Y lJo< or
1'0-;1 or -<.C-oN......,. UAI'( 110"-<1 II&. O~: ~C( 17.10 rar AlO"lC S-Al0 /lICHI-Cf'-lrH IN!:.
Alor.C f}.<( MC or A C\Jl'I~. ~CA'o( ro f}.<( HO'I~. HA'04HC ... oa. TA
COo< r ol./"'"iC l.!.OO SOU",,!: rtcr CfI o.~1 ACltCl '-'CR( Of'l lCS1. A"o..c. or 00"01'.)4', A. IIA0lU1 or J4cJ.&.14 n:tl. A 0\01'10 '(M""e 01
HORrli Jl~'J3' l'lC.S1. AktJ A 010'10 Cf' 11.to f'(cr TO A POHI; ~<kC(
1i000rli lI~'IO' (oUr, OO'MIlNC SA.o IIIO:U'",'OI'-WJ.Y lJOol(. A
OfUAHa:' or 10.17 .rtcr ro A "OINr; Il-<CHC( HO'I!li H '01'H' CAs I A
011UHC( or 11&.11 rtCT 10 r}l( l'O<Hr or: &(~""HC. .
11' U~T'f [AS(lJ(HI 'A- ",.
L! CJ..L 0( ~ P nOoi Cc>><I)Jf./lfoiC 1,12i SOJA~C rur 00\ 0,025 ACFlt: IJO't( CfI USS..
AlJ. n-IAI TllJ.cr O'l .o.lAC(l or l':.<.>1o l ~C IN' S(C!lOi")4. IO'tItiSHP 20
SQUrli. IIANC( JO (ASI; so.nHcx..! GXlCiHl'"Y.'T\.CJ'M^, !tONe A "O/I'nO"l 15' unul'"Y CJ.SCIICN! '.-
or l u I'll< OJ.. ~ Aft'(... CCz:l"l OIH C rr:f n-< t"U r f}<( ~ (or A.S Il( cO'<<)(: 0 t-I
I'V-I 800< II. PAc:. 4...(. OTI9Al.. ~COf\01 or $O.IlHo..( COJHrY. U CAl. OC s.cR IP 1\0(
n. CfIlO "- AHa telHC A 11 roor "'0( unurr (A.S(I./OiT ll"iOiC 1.~ reo
I..Ol J.J.ffJ '" C>-i lorn-< 'au. ~e DC ~ I CD COi T'OIUH(; J.U ll1J.r I"IIACI 0'\ PMCQ or UkO ll1HC " S(C~ J4. ,TO~~ 10
SOU~"II.l.'4C( Jo (Asr. S(lIfNa..l: COl../NrY, 1\.0010.... 10HC 1.,"0'\ llO1
COoN(~c AI Il-i( H0'\1WOo(sr C~II or 1/110 LUrnt(l "J.1lo<; or lumQ.l ,.J,Jo;,< .l.CCOO\Ot>/C ro Il-i( I"I.AT f}.<(~or AS II:(C~O(O lH
THO/ct $OV111 "~'10' IIItST A Ol~Uka: or IH;OO rtn to A "~I; ,.u I ~ 11. I'AC( U, orf1<:lAl.. II(Coo\01 or S(loIIHa..( COU/olrY.
THO/C( SOJn4 1I"OI'~' [.l..S1 A Oltl.&.MC( or J4,H n:cr TO f}.<( /"ON! 1\.00 .0.... I-.HO e(t-IC J. 1~ rOOI ~ UnJN tAsC\l{}{T l ~e. 7.~ rur
or !l(QHo;l/olC; THOfC( SOOI11 1i"QI..... W A OIsrJ.JlC( or 1".5\ n:cr UTT AHO IIICHT or 111( r Cl..I.a'roI 14 e 0( ~ -"'CD .. C(." I'( II UH C:
10 A 1'001; ~HC( ~111 1I~'lci' W A OISIAHC( or IH.~ f'(cr to COU\l(kOHC AI !li( HORrli'O<sr CCfni(~ or s.uo w'rmn I'~
A I'CJ'Iir ll"lHC 1.S0 rul HOOl1'H(ASI"(Rl"T or ,11-<( 1I~IliCAsro..y
~C>-ir-or-"AT LO-<( or SIAl'( 1I0~ 101... 4J4; IH(NC( ITJ.II 'crT. AlONC l104C( SOUrli 1I~,no' lIl(Sf A OlSIAMC( or 15100 rur 10 A /"Ofoil;
'nit A" C or A O,J\I\ '0{ l I"lHC 7. so ru 1 1400\ ~ A 11'(JlL T 0(" AAO ,. All AU...IJ. l104c( SOUrli 71'01':,0' (A.s.r A..fllSI,&,MC( or SUJ n:.cl TO Tl1C I'()J;(
1ll1l;4 SJ..,() "'C>-iT-O("-ll'...T UHC, SAC Q..w\'o(.8Cf./C ~CJ.~ TO Tl-4( t;i" l{o.;HItiC; 1liOIa: SOUrli an 1'~' (A.ST A OlSTAHC( Cf "0.00
SOUTH'.OT. HJ.'04He A 0Cl IA AliCL( or .OO"'JJ', A llAOCUS or JIClI.ll ru r TO 11-<( I' O#i T Cf I'( /lUt-I A no.;.
(,(Cl. A CHOAO t(Mt-IC or SOU!li 'u'OJ'lI" (AST. AHa A 0i0II0 or -
'1 J II ('(( I ro "I( "ON I or TOIIJt-IA~.
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Noles:
(. The ~nstf1Jnr~n( to which this ~X~ibi:/S batt~~~1ans~:~:~wh~c:n~S~f1J;;':~~~h~:~I~~~ ~:t;h::;:;~~<jv;:~~:;::;';':X ~il~ilo;~~ be
modified and/or emended Unt B ero y y 0 e , .. r' Pit' foealed
end cables by recording en instromenl signed by AP~ In I~e public records of Ihe County In whiCh Ihe Owne s rope Y!S .
2. ':a'::t,~~:";';,:;':::;Zi~;"~"'/,,~ ,~:,:~:~, ':;;::,:::;;':,,~~,,:; :~:'~~:;:;;:;:;''''Y APT: ., ii, "". ,pa=.ma; ";;,~~~~~ ;~~""
and subsliMe for this exhibit B survay of the Project Sile, showing non-fJx~usive eas~menl~ :or ingress,. egress ~n u; ;he APT
cables (0 service the Pro!Rd S!Il' l'nrflnr milY Imilalerolly replace and subsltlule for Ih,s exhlbtl conslructlon draWIngs 0
Fecilities of the Project Site. . rt d f Ih Project Site shall be the distance required by the
J. Selbeck of the APT Faci/ities from Ihe boundanes of Owner's Prope yan 0 e A
epplicable govemmenlal authodlies. . , I I
4. db APT shall be Ihe width required by the eppltcebte govemmen a
IMd/h of any Bces ss road or a8semenl granted 10 or ~se y . h fift (I( (SJ except if prohibited by governmental
authorities including potice and fire cfeparlmenls bul In no event /ess t en I een ee P r F .,.. '
euthori/ies' having jurisdiction over /he Owner's Properly, /he Project Sile end/or (he A aCI,I,es.
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SITE /0: A-2-E-015-B
SITE NAME: City of Winter Springs
EXHIBIT "B" TO SITE AGREEMENT
Page 2 of 2
SKETCH AND DESCRiPTION OF THE PROJECT SITE: Legal description of property to be attached.
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SITE fO: A-2-E-015-B
SITE NAME: City af 'NinterSprings
EXHIBIT "C" TO SITE AGREEMENT
:
:rH1S INSTRUMENT PREPARED
BY AND RETURN TO:
Corparate Legal Review
APT Tampa/Orlanda, Inc.
6902 Cypress Park Drive
Tampa, FL 33634 -
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MEMORANDUM OF SITE AGREEMENT FOR LAND/LEASE
THIS MEMORANDUM OF SITE AGREEMENT FOR LAND/LEASE ( "Memorandum") is made and
entered into. by and between City qf Winter Springs, a Flarida incorparated municipality, with an'address af 1126
East S.R. 434, City af 'Ninter Springs, FL 32708 as .Owner", and APT Tampa/Orlando, Inc., a Delaware
corporatian, with an address of 8410 W. Bryn Mawr, Suite 1100, ChicagO. IL 60631-3486, "APr.
1. . PREMISES. Owner' and APT have entered into a Site Agreement far Land dated
as af , 1997 (together with any amendrlJents and modificatians thereto.. the
"Site Agreement"), whereby Owner has leased and APT has hired those certain premises in Seminole County,
Florida, consisting af, among ather things, appraximately square feet af land, as depicted and .Iegally
described on Exhibit "A" attached hereto. and herebyincarparated into this Memarandum and certain easements
(the "praject Site").
.
2. TERM. The initial tenn of the Site Agreement shall be a period af five (5) and a fractian years
cammencing as of the "Cammencement Date: as defined herein below, and terminating an the 31st day af
December fallawing the fifth (5th) annual anniversary af the Cammencement Date unless atherwise terminated as
provided in the Site Agreement rlnitial Tenn").
3. RENEWAL OPTIONS. In addition to the Initial Term and on and subject to. the tenns af the Site .. ..
Agreement, the Site"Agr'eemerit 'term may be automatically extended far four (4) consecutive periods af five (5)
years each. Each such extension shall be knawn hereinafter as a "Renewal Term: Hereinafter, the Initial Te~.
together with any and all Renewal Terms, shall be knawn as the "Term" af the Site Agreemenl
4. COMMENCEMENT. The "Cammencement Date" is
R:\ORLANOOIA-2-E.O 15\015-b\site agreement 12.3.97.final.doc 12/10/97 3:45 PM 15
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SITEID: A-2-E-G15-8
SITE NAME: City af VVinter Springs
5. LEASE INCORPORATED. All af the terms, conditions, provisions and covenants of the Site
Agreement a(e hereby incarporated herein as jf fully set farth in this Memarandum. To the extent that any of the
terms hereof are inconsistent with the terms of the Site Agreement. the terms of the Site Agreement shall contra/.
In the event that an inspectian af or reference to. the full terms, canditions, provisians or covenants af the Site
Agreement is desired ar necessary, a request for such inspection should be made to the Owner at the address set
forth abave, stating the name and address.of the person and/or entity requesting the inspectian, and setting forth
the reason far the inspection. The Owner may permit or refuse such inspection in its sole and absolute discretion.
IN WITNESS WHEREOF, Owner and APT have executed this Memorandum as af the date and year set forth
belaw their respective signatures.
Signed, sealed and delivered OWNER:
in the presence af:
Witnesses: City af Wi~'.ngs, a .
Dr ~ municipali
~ ~. " By:
Print Name. "~--\' Print Name: PAUL P. PART
f) Print Title: MAYOR
...2.~~~ Date: j;;J.-/S--f?
Pri Name: <-~;u c. \\9.~,",~ Attest: ~--:: J<~." '
Print Name: ~ ~ ~' "
Print Title: ~ '':t't. (\ (-e~ .""
(Corporate Seal}
. . Date: J!).- J~-9'7
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TENANT:
,"
Witnesses: APT Tampa/Orlando, Inc., a Delaware
corporation
11t.1r~ X ~. By: /~-;p /l~
P nted N~ L . -t= ",.,.,.}hJ Name:: - ony R. McDowell
2. "Title: Director, Engineering and Operations
Printed Name: - B~((o.-.-L and Autharized Agent
[Carparate Seal]
- Date: /0< ' /~- J ?
,
R:\ORLANOOIA-2.E.0 15\0 15-b\sile agreement 12-3-97.tinal.doc 12/10/97 3:45 PM 16
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SITE 10: A-2-E-015-B
SITE NAME: City of VVinter Springs
STATE OF FLORIDA
COUNTY OF .s-e~ '" 01 ':e-
The faregoing instrument was acknowledged beFare me an this L day of f)~~, 1997, by
~ ~ PA.y" ~ (name of person], as;w~ gtle of person]. of City of Winter Springs, a Florida
incorporated municipality an behalf of the _ . ~. [type af entity}. ~/she IS personally knawn to me or
has produced as identJ cation. ' , ' --
My commissi"" expires: ~"fttO.~ .~
, [Seal] <f'6.~' "~'pGO MHOf>KINS Natary. p~ c - State af Fl ida
, litl{ My~CC4037~ Commlsslan Number.
* * Expit_ Aug. 2'6, tW8
8on<Iod by ANa
"'>~~f\.~<>'" ll<lO-852-S878
STATE OF FLORIDA
COUNTY OF i.JULS.50 ru;u.. G- 'I
The Foregoing instrument was acknowledged before me on this L day of /):CP'fT1 !>e;c;-1997, by Tony R
McDowell, as Directar, Engineering and Operatians and Authorized Agent, af APT TampalOrlando, Inc., a
Delaware corporatian. He is personally known to. !21e or has produced
as identification_ -
~.d~
My commission expires:
.- ' Notary Public - State af Florida
, [Seal] " Cammission Number.
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R:\ORLANOO\A-2-E-015\015-b\site agreement 12-3-97,final.doc 1 211 0/97 3:45 PM 17
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EXHIBIT E
ENVIRONMENT AL LAWS
As used herein in this Sublease, "Enviranmental Laws" means all federal, state and
lacal environmental laws, rules, regulations, ordinances, judicial ar ad.ministrati ve decrees,
arders, decisions, autharizations ar permits pertaining to. the protectian af human health
andJar the enviranment, including, but nat limited to., the Resource Canservation and
Recavery Act, 42 U.S.c. 99 6901, ~ ~., the Clean Air Act, 42 U.S.C. 99 7401, et ~.,
the Federal Water Pollution Cantrol Act, 22 U.S.c. SS 1251, et ~., the emergency
Planning and Cammunity Right to Know Act, 42 U.S.c. S9 1101, et ~., the
Comprehensive Enviranmental Response, Campensation and Liability Act, 42 U.S.C.
99 9601, et ~., the Taxic Substances Control Act, 15 U.S.C. 992601, et ~., the Oil
Pollution Cantral Act, 33 U.S.c. 992701, et ~., and Missauri, ar any other comparable
local, state ar federal statute or ordinance pertaining to the envira~ent ar natural
resources and all regulations pertaining thereto.. This definitiqn'includes all federal, state
or local land use laws dealing withenviranmental sensitivity including, but nat limited to.,
laws regarding wetlands, steep slapes, aquifers, critical ar sensitive areas, shorelines, fish
and wildlife habitat, ar historical ar archeological significance.
As used in this Sublease, "Hazardaus Substance" means any hazardaus ar taxic
substances as defined by the Camprehensive Enviranmental Response, Campensation and
Liability Act, as amendedfrom.tirne to. time; any hazardous waste as defined by the ~
Resaurce Conserv~tion and Recavery Act of 1976, as amended from time to. time; any and
all material waste or substance defined as hazardous pursuant to. any federal, state ar local
laws ar regulatians or order; and any substance which is or becomes regutated by any
federal, ~tate ar 1acal gavernrnental authority; any oil, petroleum products and their by-
products.
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091197:69465
t:\agreerne n \forms\lease \towe r\towersub,doc
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AT&T Cell Site 1.0.: OR073/Winter Springs APT Site I.D.: A2E015-B
State: Flarida
Caunty: Seminale
EXHIBIT D
To the Site Sublease Agreement dated
September 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
I
Consent. Non-Disturbance and Attornment Aereement as attached hereto:
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Site No.: OR-73/Winter Springs
State: Florida EXHmrr~~
County: Seminole
CONSENT, NON-DISTURBANCE
AND ATTORNMENT AGREEMENT
THIS AGREEMENT (hereinafter referred to. as "Agreement") is dated and entered into.
this 1 st day of September, 1999, by and between, CITY OF WINTER SPRINGS, a Flarida
incorporated municipality, whase principal affice address is 1126 East S.R.434, Winter Springs,
Flarida 32708 ("Landlard"), APT TAMP NORLANDO, INC., a Delaware carparatian, whase
principal office address is 6902 Cypress Park Drive, Tampa, Florida 33634 ("Sublandlard") and
AT&T WIRELESS SERVICES OF FLORIDA, INC., a Flarida carparatian, whase principal
affice address is 2400 Maitland Pkwy., Suite 110, Maitland, Florida 32751 ("Subtenant").
WITNESSETH
WHEREAS, Landlard is the owner af fee simple title to. certain real praperty lacated at
1126 East S.R. 434, Winter Springs, Florida 32708, more particularly described in Exhibit "A"
attached hereto and incorparated herein by reference ("Parent Tract"); and
WHEREAS, Landlard entered into. that certain Site Agreement for Land dated December
12, 1997 ("Ground Lease") with Sublandlard pursuant to. which Sublandlard leases the praperty,
more particularly described in Exhibit "B" attached hereto. and incarparated herein by reference
("Subject Parcel"), far an initial term cammencing an December 12, 1997 and terminating at
midnight on Dec;emoer i 8, 2002.
WHEREAS, Sublandlard desires to. Sublease a portion afthe Subject Parcel, more
particularly described in Exhibit "B" attached hereto. and incarporated herein by reference
("Subleased Premises"), to. Subtenant far the purpose af aperating and maintaining
telecemmunication equipment and the censtructian, alteratian, maintenance, repair, replacement
and relacatian af related facilities, antennas, equipment and buildings, and any activities related
thereto..
NOW, THEREFORE, in cansideratian afthe mutual pramises, cavenants and agreements
herein cantained, the receipt and sufficiency afwhich are hereby acknawledged, the parties
hereto, intending to. be legally bound hereby, agree as fallaws:
'. 1. Landlerd acknawledges and agrees that: (i) the Ground Lease remains in full
farce and effect; (ii) that Sublandlord is in gaad standing under the Graund Lease; and (iii) that
Sublandlard has not been nor is naw in default under the terms af the Ground Lease.
2. Landlord acknawledges arid agrees that by executing this Agreement, Landlard
cansents to. Sublandlard entering into. a Site Sublease Agreement dated July 1, 1999 ("Sublease")
with Subtenant.
3. Landlord and Subtenant acknawledge and agree that in the event Sublandlard
defaults in the performance af its abligations under the Graund Lease, whether manetary ar nan-
c:\scf\at&l\ I 00 1278\OR7JlseAPTapproved 6-21-99,c1 1
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manetary, Landlord shall provide Subtenant with written natice of the default. If Sublandlard
fails to. cure the default and Landlord terminates the Graund .Trease ar pursues any remedies that
may affect Subtenant's rights and interest under the Sublease,it is agreed that natwithstanding
such termination ar remedies, Subtenant's rights under the Sublease shall nat be affected,
modified, ar altered. Upon uatice afterminatian afthe Graund Lease; Subtenant shall be entitled
to. direct any payments due under the Sublease to. Landlord in full satisfactian af any sums that
Landlord may claim are due and awing to Sublandlard under the Sublease.
4. In the event Landlard takes passessian of the Subject Parcel, Landlard agrees that
in the exercise af its rights, Landlard shall nat affect ar disturb Subtenant's right to. passessian of
the Subleased Premises ar any af Subtenant's other rights under the Sublease sa lang as
Subtenant is not then in default, after applicable natice and./ar grace periods, under any afthe
terms, cavenants, ar canditians afthe Sublease.
5. If the interest af Sub landlord or any successar af Sublandlard under the Graund
Lease and/or Sublease is terminated ar extinguished, Landlard and Subtenant hereby agree to be
baund to. ane anather under all af the terms, cavenants and canditians af the Sublease. Fram and
after the accurrence af such event, Landlord and Subtenant shall have the same remedies for the
breach of any provisian af the Sublease that Sublandlard and Subtenant had befare Landlard
succeeded to. Sublandlord's interest; pravided,hawever, that Landlard shall nat be:
a. personally liable far any act or omission af any priar sub landlord
(including Sub landlord); or
b. baund by any rent ar additianal rent which Subtenant might have paid far
mare than the ane manth in advance to any prior sub landlord (including
" Slfblandlard).
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6. - Landlard acknawledges and agrees that there are no. parties who. currently have a
leasehald or license interest in the Parent Tract ather than Sublandlard.
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7. The parties acknawledge and agree that Subtenant shall have the right to. accupy
the Subleased Premises far an initial term which shall terminate at midnight an December 18,
2002 and that the Sublease shall autamatically renew for faur (4) renewal term(s) of five (5)
. years. If Sub landlord daes not renew the Ground Lease and Subtenant desires to continue
accupying and possessing the Subleased Premises; Subtenant may do. so at its electian pursuant
to. the terms of the Graund Lease (including the right to. renew) and shall direct all rental
payments to. Landlard. Notwithstanding Paragraph 6.B(i) afthe Graund Lease, Landlard
acknewledges and agrees that in the event that Sublandlard elects not to. renew the Graund Lease
or elects to terminate the Graund Lease and Landlard does nat take awnership af the tawer,
Subtenant may, under Paragraph ID(c) afthe Sublease, exercise its aption to. purchase the Tawer
fram Sublandlord simultaneausly with the assignment and assumptian afthe Graund Lease.
8. This Agreement shall be binding upan and shall inure to. and benefit the respective
successors and assigns afthe parties hereto. and any tenants afLandlard ar any subtenants af
Sublandlerd which are permitted under the Graund Lease.
c:\sct\at&t\l 00 I 278\OR73IseAPTapproved 6-21-99.c1 2
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IN WITNESS WHEREOF, the undersigned have signed this Agreement as af the date
fust set forth abave.
WITNESSES: "Landlord"
CITY OF WINTER SPRINGS, a Florida
Incarparated. municipality
Print Name: By:
Print Name:
Print Name: Title:
Attest:
Print Name:
Print Title:
[Carporate Seal]
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"Sublandlord"
APT TAMP NORLAND 0, INC., a Delaware
carparatian
Print Name: By:
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Print Name: Barry M. Brawn
Print Name: Title: Directar Engineering & Operatians
c:\sct\at&tll 00 I 278\OR7JlseAPTapproved 6-21-99,c1 3
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"Subtenant"
AT&T WIRELESS SERVICES OF FLORIDA
,
INC., a Flarida carparatian
By:
Print Name: Print Name: Mary DiOrio
Title: Director ofNetwark Realizatian
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 cormnission expires: -
c:\sct\at&l\ I 00 1278\0 R7J IseAPTapproved 6-21-99 ,c1 4
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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 ACKNOWLEDGl\tIENT
STATE OF ... . . )
) ss:
COUNTY OF )
On , before me, , Notary Public,
persanaIly 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&t\l OOt 278\OR73lseAPTapproved 6-21-99,cl 5
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Exhibit" A"
to that certain Cansent; Nan-Disturbance and Attornment Agreement dated September 1, 1999,
by and between the CITY OF 'W1NTER SPRlNGS, APT TAMPA/ORLANDO, me. and AT&T
WIRELESS SERVICES OF FLORIDA, me.
The Parent Tract is legally described as follows:
PMEJH TRACT
LEGAL OESCHrpnCH
Lars I TriF(OOGH 25 AND INClUDING HOOVER SiREn. LUTTREll lA.'-{f.
AN D T'rl E: S CXJ T}j mE-HALF (51/2) OF 2ND STR~T OF lUDRELL PARK
\ ACCOROING TO THE: PLAT THEREOF' AS RECORO[O IH PUT 8oa< If, PAGE
04-+ if THE PU8UC RECORDS OF SC:~ IN Cli CGUN TY. Fl~rOA. 8EiNG A
paR TICt-1 Of' LOT 27, BLOCK 8 OF O.R_ \.41TC.'iELL'S SURV("'( Of" THE LEVY
GR,J.,NT ,J.,S RECORDED IN PUT Soa< I, P,J.,G< 5 OF' T}-(E: PU8UC RECOROS OP
SE)..([HC\..E CCXJHTY, FlORIOA. L YiHG NORTME^STE.~l Y OF" ST A TC: ROAD ..q 9
(SANPCRD-OY1E:DO RO,J.,O).
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Exhibit "B" (1) .
to that certain Consent, Non-Disturbance and Attornment Agreement dated September 1, 1999
by and between CITY OF WINTER SPRINGS, APT TAMP AJORLAl\fD 0, me. and AT&T
MRELESS SERVICES OF FLORIDA, me.
The Subject Parcel and Subleased Premises are legally described as follaws:
ALL i B:.J... T TRACT OR PARCEL OF Uu"-l'D LYING IN SECTION 36. TO ,,'/:,;SHIP 20 SOlT::. R.A,..l~-GE
30 E.A..Sr, S2vfINOLE COlTNTI, FLORIDA, 3EING A ?ORTIO~ Or:- LCJ L iKELL PP-3.K.ACCORDIi'iG
TO rdE PLAT rAER.EOF AS RECORDED IN PLAT BOOK l L, P ACE ~, OFfICl.1J:. RECORDS OF
SE:.\{[NOLE COID4TY, FLORIDA., Ai"fD BEING MORE pA....~TICt..rLvJ... Y DESCR.!3ED .do.S FOllOWS:
COM::vfE~CI?:-fG AT Lr'.:::E ~ORT.dWEST COR.:.';'ER OF SAID UTITR':::;I...L !? .,.!,..R...'<; TI-~cr: SOCJTII
l30 58' W" weST A DLST'A.'iCE Of l57,OO FE->=T TO A P00<"T; TI-:::::~'CE SOCITH Il 0 OL' 50" EAST A
DIST_A..,,'\;'CE OF 44.00 F2:,l TO HE POI:0iiOF BEGll-l1-tTNG; Td:ENCE ::';ORTci [SO 58' lO~ E...o...ST A
DIST <'_^lCE OF 50.00 r~ TO A P00l"T; TrtENCE sounr 71 a 0 [' 50" EAST A DlST..i....\;-C~ OF 50,00
FEET TO A ?001"T; T?..ENCE socr"G-i 180 53' 10" WEST A DIST..l..-"iC'::: OF 50,00 Fc:a TO A POfrtT;
T'H'CNCE NORT:--r 7l' or' 50" \VEST A DfSTA..:.'fCE OF 50.00 fEEl TO T:-1:E 20[0."T OF 320fr;0([NG.
C00JTA.I~,rING 2.500 SQUARE fET OR 0,057 ACRES MORE OR l.=SS,
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AT&T 'M,~E:L::SS SER\iICE:S
CR-7J. 'MNT"ER SPRINGS
LEASt P ARCE:L
LEGAL DESCRIPTION
ALL n-iA T TRACT OR PARCEL OF LA,\JD L YlNG IN SECTION 36, TOYlNSHIP 20
SOUTH. RANGE JO .EAST, SE,I.lINOLE COUNTY, FlORIDA, BEING A PORTION OF
LU ITRELL PARK ACCORDING TO irlE PLA T irlEREOF .-\5 R~CORDEO IN PLAT
BOOK 11. PAGE 4-4, OFrlCIAL RECORDS OF SE,I.lINOLS COUNTY. FLORIDA. AND
BEING MORE PARTICULARLY OESCRI8ED AS FOLLO',vS:
COMMENCING AT TI-iE NORTI-iWEST CORNER OF SAID LUI'T'KEL PARK: THENCE
SOUTI-i 18'58'10" 'NEST A D/ST ANCE OF 157.00 FEET TO' A paiN T; THENCE
SOUTI1 71'01'50" EAST A DISTANCE OF 68.00 FEET TO IHE POINT OF
BEGINNING; TI1ENCE N.ORTI1 18.~8'10' EAST A DISTANCE OF 31.00 FEET TO
POINT; 'l1-iENCE soun, 71'01'30" EAST A OISTANCE OF 26,00 FEET TO A
POINT: l1-iENCE SOUTrl 18'58'10' 'HE~T A OISTANCE OF 31.00 FEET TO A
POI~IT; l1-iENCE NORl1-i 71'01 '50" WEST A DISTANCE OF 25,00 FEET TO l1-iE
POINT OF 8EGINNING.
CON TAINING 806 saUARE FEET MORE OR LESS.
c:\sct\al&l\ 100 l278\OR 731seAPTapproved 6.21.99,c1 7
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Exhibit "B" (2)
to. that certain Consent, Non-Disturbance and Attamment Agreement dated September 1, 1999,
by and between CITY OF WINTER SPRINGS, APT T~'vfPNORLANDO, me. and AT&T
WIRELESS SERVICES OF FLORIDA, INe.
15' i'Nr.n f"SS/F(;RF.SS E"S];,llE:Y.I..L.E.G~\.LQe:.s.cE.l.C.D0.e{
ALL THAT T"lV\C.T OR P,\RCEL Of" LAND L YTI'G rN sFcnmi .16, T0'.'.~I:;;(7 10 SOlJTrl, i\.A~IGE
)() CAST, SEfvll1'IOLE COUJonY, FconmA, OE(NC A POJ<.T10N OF L0T1"?El.L ?ARK ACCOP.Jlr.-IG
TIJ I"HE PI.A T TIfEREOF AS RECOWED ~I PLA T nOOK II. PAGE..., CFNerAL ?,ECOR.oS Of
SEI-{lJ'IOLE COUNTY. FLOR1DA, AND 8WIG MORE P,\RTICl.fLARL'( o ESl"'R1BED AS FOLLO\VS:
COM'MENCCNG AT TIlE NORTII''''F.ST COIU-IER OF S,~lD LlJITP..ELL 7,;;'-':; rMENCE SOlfT1!
IR' 58' IO~' WEST A o 1ST ANCE OF 157,00 FEST TO A POIl-n"; T'H;;NC;; SG'_Trl 71" 0 I' 50" E"ST ^
DISTANCE OF 44.0U FEETTO THF. POrNTOF 8EGlM'frN0: TIrENCE COI-TlNUE SOUTH
7'"01' 50" EAST A DISTANCE OF 15.11 FEETTO ,\ PO[lo(T: TILEl'ICESOlFrH :6'01' 4S" 1"cST ,\
DISTANCE 179.91 FFETTO A POINT, THENCE SOlJTH 13" 58' 10" '),,,57 ^ DISTMICE OF 151.32
FEET TO A POM ON TILE NORTIIL\STERLY RlGHT.OF.WA Y W''E Of 51A TE ROAD ~lo. 4)4;
TI{ENCE 17.90 FEET N..ONGSAID RIGHT.OF.WA Y LINE. ALONG n,:;: .;2.C OF A CL'1l.VE,
CONCAVE TO TIiE NORn<. HA VlNG "DEL TA ANGLE OF 00" 01' )6"..\ 7_.\DI1JS OF H4J6, ),1
FEET, A CHORD BEAR1NG Of :-IOR.TIC)7' J6' J5" W"...5T, AND ^ CHOilil OF I ),90 FEET TO A
PO(lorr; TI{E}lCE !'JOR.TI! U' 58' 10. EAST, DEPARTING SAID lUGKr-DF.'JlA'( UNE. A
[lIST ANCE OF 142,97 FEET TO'A POINT; nIE~ICE !'JOR.ill 26' 0 I' .a ,. EAS7 A DISTANCE OF
173,98 FEET TO TIlE PO rNT 0 F.B EmNNTl'lG,
CO~rrAlNING 1.126 SQUARE fEET OR 0,023 ACRE MORE OR. LESS.
lL..I~~~U;ill....Q.L5S'....Iill..IJ.l2
ALL TIf,\ T n..ACTOR P,\.?CEL 0;: l.rvro C'(L'iG r.-r SE~Q:-I J6, T':)'':J:''~~G:? Z'J SQc.rT1-C RAIo\JGE
j() cAST, S::.\.Ul'iOlE COUNTY. fllJf'..w.~. 3F.[';'-JtJ r\ ?ORTION Or [.:...T7:"':::'l ?~I...:tK ..1..CCOR.O~iG
TO rHo PLATTI\Ef\.;:O!, AS R.ECORDF.l);;.t PL~TaOOK 'I, PAG",'"'. Oc:=:G.~~ ?~COWS Of
S€,'.QfOlE COC'1'rrr, Fc..OrUDA. .-'_'ro BcG'IG A 15 FOOT '~VIDE lrn..l..:~~' ~AS=.'.I:::-rr lYING 7.5
F=:ET LEFT ,~'ro R1GfIT OF rr"..E FIJLlO\vli"<'i.OESC:unG:O CCI~"T:?"':":-I"'E.
COM~~\'(E~(C(.'/(j" T r~ NOp.rr.""!.l,:~ST COR~fF.:.. Of s.~m !...um::~~ ?A.Z.::. 7:-:'=.'iCE SO(.;T}f
13. 5.l' .10" \'rEST A DCST A,ICE OF I ;7,CO,,,ET TO ,\ .00(1'.,; TrIE~,iC" 50l.o'T:-i 71' 0 I' 50" E."ST."
..- O(ST,JtL'fCE OF )fj,'U fEET TO T"rfE ?Or.-iTOF BEGR4l11'fG; TILE>'CE.$or...T..{ :z..s. C)I' .q" ',,,,. A
'~.# .- O(ST.'\~lCE OF 178.51 FEET TO r\ ?OG'iT; l:~l'rc= SOlJTH tJ~ 5~' If]" ';'; A ~r5T.~\,'CE OF (~9.59
rE~ TO ,\ POr.-!T c.. '(tNG ".50 FEET NORTHE..\.STERL Y OF rl-fE NC~T:'-:E..,S~?..L Y ?.,j(jHT-Or-
.' ").1 A'( c..~tE OF ST A. ~ ROAD No. "l.t: T:..{E~'CE 171.3 [ FEET, ..\to~jG 1:-::S .,-"J.e: OF A CU?~\""E
L '(JJ-I(j 7,50 FEET <"ORl1lEASTERi. '( OF ,'\,<'IT) 7..\RALL2l WITH 5MD ,10~:C,O~.WA Y L(1';E,
, $,\ID.CURVE 8EING CONe\ VE TO rm: SOUnr.l."EST. fWI1NG,\ D=~ "A, A.."0LE Of 00" IY' JJ",
A RADCUS OF JS.129.2" FEET, A C:';OiUJ 3E,,-'-!}lC OF SO liTH )3' 07.' i," E,A,S"....."o ,\ CHORD
OF 17l.31 FEETTOTIrEPOil'rrOFTORMll'I,,,-nON
IS' rrm rrY F ,\~FMFNT "n- I FJ:i.:lL.OE:.SCRll'.TIQCf
ALL 1"HA T 'ffiACT OR P,\RCF.L OF lAND l YrNG IN SECTION J6, TO',..~S;:.i? 20 SOlfTH. R.ANGE
JO EAST. 5E/l.U?JOtE COUYTY, ftoRJDt\. BE!l{G A POR.TlON OF tUTi'RELl ?I\RK ACCORDeNG
TO THE Pl.A T TI[EREOF AS RECORDED eN PLAT BOOK II. PAGE '.... OFFrCl.U. RECORDS OF
SEl-"l1I'rOLE COUNTY. FLORIDA, AM) BEING A 15 FOOT WIDE VTtLrn E,~5i1-fE'rr L ,(ING 7.50
FEET LEIT AM) RlGrIT OF TIlE FOLLOWING OESClUBED CEl'1TE1U.lNE:
COMMENCING A T TIlE NORTflW"EST COR.NER OF SAID LUTl1t.ELL PA..I:r.; nrz:NCE SOUTH
IS" sa' 10. WEST A DIST..,/oiCE OF 157 JlO fEET TO A POM; rrlENCE'5Cli1:i 71. 01' SO" EAST A
DISTANCE Of SU) FEET TO TIlE POM Of 8EGINMNG; TI{E;.tCE SOUT:-! 02' I)' 46" EAST A
orSTANCE Of 110,00 FEET TO TIre POtNTOF TERM:INA110N,
c:\sct\at&r\l 00 I 278\OR7J Isc:APTapproved 6-21.99,cl 3