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HomeMy WebLinkAboutAT&T Wireless Site Sublease Agreement -1999 08 16 AT&T Cell Site I.D.: OR073/Winter Springs State: Florida County: Seminole APT Site I.D.: A2E015-B SITE SUBLEASE AGREEMENT THIS SITE SUBLEASE AGREEMENT ("Sublease") is dated and entered into on the 1st day of September, 1999, between AT&T WIRELESS SERVICES OF FLORIDA, INC., a Florida corporation, d/b/a as AT&T WIRELESS SERVICES ("Subtenant") and APT TAMPA/ORLANDO, INC., a Delaware corporation ("Sublandlord"). 1. Leased Property and Permitted Uses Sublandlord 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-1", attached hereto and incorporated herein by reference. Sublandlord 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. Underlying Lease. a. Sublandlord, as lessee, and the City of Winter Springs,., a Florida incorporated municipality ("Overlandlord"), as lessor, have entered into a Site Agreement for Land dated and commenced December 12, 1997 ("Ground Lease") with respect to t;rae 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 Sublandlord 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 Overlandlord under the Ground Lease. Except as provided in Subparagraph 10.c., herein, Subtenant shall not be granted any of the rights granted to Sublandlord under the Ground Lease, including any right of Sublandlord to exercise any renewal or extension option available thereunder. Sublandlord 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 Overlandlord is in default under the Ground Lease as of the date of this Sublease. b. Sublandlord, Subtenant, and Overlandlord 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. Sublandlord shall not be liable to Subtenant in any way for any default of Overlandlord under the Ground Lease or in connection with any termination of the Ground Lease in accordance with its terms. Except as provided in Subparagraph IO.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, without the prior written consent of Sublandlord in each instance, communicate with Overlandlord, directly or indirectly, with respect to any subject matter pertaining to i.his Sublease or the Ground Lease. d. If Sublandlord receives a default notice from Overlandlord under the Ground Lease, Sublandlord shall promptly provide a copy of such notice to Subtenant. If Sublandlord fails to cure such default within any applicable grace period, as set forth in the Groun~J Lease, and such failure permits Overlandlord 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 to cure such default, Subtenant shall give Sublandlord written notice of its election no later than five (5) days prior to commencing any curative action. Sublandlord shall reimburse Subtenant c:\scf\at&t\1001278\or731seAPTapproved 6-21-99.c1 June 22, 1999 r1 AT&T Cell Site I.D.: OR073/Winter Springs APT Site I.D.: 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 Sublandlord. If Sublandlord 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 executipn or the time of recording of any such mortgage. Upon written request from Sublandlord, Subtenant shall execute an instrument reasonably satisfactory to Sublandlord confirming such subordination, although the subordination shall be self operative even in the absence of such confirmation. If any mortgagee shall succeed to the interest of 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. 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) Sublandlord, 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 Terrn"), unless Subtenant notifies Sublandlord in writing of Subtenant's intention not to renew this Sublease at least 60 days prior to the expiration of the initial term or any Renewal Term. Subtenant agrees that Sublandlord has no obligation whatsoever under this Sublease to exercise any renewal option granted to Sublandlord under the Ground Lease regardless of the timely exercise by Subtenant of any renewal option granted to Subtenant under this Sublease. Except as provided in Subparagraph 10.c., herein, and in the CNDA, if Subtenant elects to let this Sublease automatically renew for any Renewal Term granted hereunder, and Sublandlord 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 Sublandlord the sum of One Thousand Five Hundred and no/100 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 Sublandlord has provided Subtenant with its Federal c:lscflat&t11001278\or731seAPTapproved 6-21-99.c1 2 June 22, 1999 .f AT&T Cell Site I.D.: OR073/Winter Springs APT Site I.D.: 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 Diligence 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 Sublandlord or any third party on account of any pre-existing defect or condition on or with respect to the Property, whether or not such defect or condition is disclosed by Subtenants inspection. If, in the sole and absolute opinion of Subtenant, the Property is not suitable for Subtenant's intended use, or Subtenant determines that the operation of a communications facility on or within~,the Property would not be in the Subtenant's best interest, Subtenant shall have the right at any time prior to .the expiration of the Due Diligence Period to terminate this Sublease by sending written notice of termination to Sublandlord. Thereafter, neither Sublandlord nor Subtenant shall have any further obligation or liability under this Sublease except as otherwise provided herein. Sublandlord has not made any representations or warranties, express or implied, with respect to condition or fitness of the Tower Space, the Tower or the Property for any particular use, or with respect to the zoning or any licenses, permits, certificates or similar governmental approvals required for Subtenant's permitted use, except as provided herein. Simultaneously with the execution of this Sublease by Subtenant, Subtenant has paid to Sublandlord, and Sublandlord 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, Sublandlord shall retain the Commitment Deposit as consideration for Subtenant's right to terminate. Otherwise, the Commitment Deposit shall be applied to the first month's Rent hereunder. 8. Interference. Sublandlord reserves the right, upon thirty (30) days' prior written notice, to relocate Subtenant's antenna equipment within the Tower and the Tower Space provided such relocation does not materially and adversely affect Subtenant's permitted use. Sublandlord shall bear the expense of such relocation, unless Subtenant precipitated the relocation, in which event Subtenant shall be solely responsible for all such costs. Notwithstanding anything contained herein to the contrary, should the proposed relocation by Sublandlord materially and adversely affect Subtenant's permitted use, Subtenant shall have ninety (90) days to terminate the lease and vacate the Tower Space and Ground Space. Subtenant agrees that no action taken pursuant to this Section 8 shall constitute a constructive eviction and Sublandlord shall have no liability to Subtenant for lost revenues or profits or any other claims arising from any action taken by Sublandlord pursuant to this Section 8. Subtenant shall not use the Property or the Ground Space in any way that interferes with the use of the Property by Sublandlord, or which interferes in any way with the transmission, reception or relay of communications signals upon the Property at any frequency by tenants or licensees of Sublandlord holding rights of the Property, or other collocating parties on the Tower as of the Commencement Date. Such interference shall be deemed a material breach of this Sublease by Subtenant and Subtenant shall immediately terminate such interference. If such interference is not remedied promptly, in Sublandlord's reasonable discretion after notice to Subtenant, c:\scflat&t\1001278\or731seAPTapproved 6-21-99.c1 3 June 22, 1999 ,. , AT&T Cell Site I.D.: OR073/Winter Springs APT Site I.D.: A2E015-B State: Florida County: Seminole Sublandlord shall have the right, in addition to any and all rights and remedies at law and in equity, to enjoin such interference or to terminate this Sublease in the event such interference is not fully cured within forty-eight (48) hours of notice from Sublandlord to Subtenant; provided, however, Sublandlord hereby acknowledges that Subtenant's use of the Property and the Ground Space for Subtenant's Permitted Use in accordance with the terms of this Sublease shall not constitute an impermissible interference by Subtenant. 9. Improvements; Utilities• Access a. Subtenant shall have the right, at its sole expense, to install, construct, maintain, modify, supplement, replace and upgrade a communications facility on the Ground Space and Tower Space, which may include radio transmitting and receiving antennas, equipment shelters and other improvements relating thereto (collectively the "Antenna Facilities"). The exact location of the Antenna Facilities on the Tower Space will be determined in conjunction with Sublandlord's engineers to avoid interference with Sublandlord's lighting equipment, cables, lines, antenna and other property located on the Tower. All work by Subtenant shall be performed in a good, workmanlike manner, in compliance with applicable laws and ordinances and without interruption to or interference with the operation of the Tower or Sublandlord's communications facilities, unless Sublandlord consents to such intemiption or interference in writing, and shall be performed by a contractor(s) approved by Sublandlord, which approval shall not be unreasonably withheld or delayed; provided, however, it is understood that Overlandlord's consent under the Ground Lease may also be required. Sublandlord shall advise Subtenant in writing within ten (10) business days of receipt of such information whether it approves Subtenant's proposed contractor(s). Subtenant is not authorized to contract for or on behalf of Sublandlord for work on, or the furnishing of materials to, t:,he Property, the Tower Space or the Ground Space and Subtenant shall discharge of record••by payment, bond or otherwise, within ten (10) days subsequent to the date of its receipt of notice thereof from Sublandlord, any mechanic's construction liens filed against the Property or the Ground Space for work or materials claimed to have been furnished at the instance of Subtenant. b. Prior to commencement of construction, Subtenant shall provide Sublandlord a copy of the structural analysis of the Tower performed by a licensed structural engineer, and the detailed plans and specifications for construction within the Tower Space, which Sublandlord shall accept or reject within ten (10) days of receipt. Sublandlord may reject the structural analysis if the analysis suggests that Subtenant's installation adversely affects the structural integrity of the Tower. In the event Sublandlord rejects the structural 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 Sublandlord, 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 limited 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 Subtenant shall pay such invoice in full within ten (10) days of receipt thereof. Sublandlord shall have no liability for interruption of utilities servicing the Tower Space. c:lscf\at&t11001278\or731seAPTapproved 6-21-99.c1 4 June 22, 1999 AT&T Cell Site I.D.: OR073/Winter Springs APT Site I.D.: A2E015-B State: Florida County: Seminole d. Sublandlord shall provide 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 Sublandlord at least twenty-four (24) hours after access to the Tower or Property has occurred. Sublandlord shall have the right to have a representative present during any maintenance, repair or replacement or installation of Subtenant's Antenna Facilities that requires access to the Tower or the Property. The parties agree that in no event shall Sublandlord be responsible or liable whatsoever for any interruptions, disruptions or failures in the Antenna Facilities including without limitation equipment failures, utility failures, structural failures or otherwise. Subtenant, at its expense, may use any and all appropriate means of restricting access to the Antenna Facilities, including construction of a fence; provided however, such restricting of access shall not interfere with the operations of Sublandlord or any other pre-existing occupant of the Tower or the Property. e. Sublandlord shall be responsible for the maintenance and repair of the Tower, but Subtenant shall reimburse Sublandlord, within thirty (30) days of receipt of a year-end invoice (supported by reasonable documentation) from Sublandlord for Subtenant's share of the annual maintenance and repair costs and expenses incurred by Sublandlord in connection with the Tower and such other costs or expenses regarding the Tower which are passed through to Sublandlord under the Ground Lease, which costs and expenses shall be shared equally between the total number of persons or entities, inclusive of Sublandlord and Subtenant, 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 Sublandlord if Subtenant fails to cure a default for payment of amounts due under this Sublease within 15 days after Subtenant's receipt of written notice of default from Sublandlord; ii. by either party if the other party defaults (other than a default described in Section 10.a.i above) and fails to cure such default within 30 days after written notice of such default is received by the defaulting party from the non-defaulting party; provided, however, that if such default is capable of being cured, but not within such 30-day period, this Sublease may not be terminated so long as the defaulting party commences appropriate curative action within such 30-day period and thereafter diligently prosecutes such cure to completion as promptly as possible; iii. 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:lsct\at&t\10012781or731seAPTapproved 6-21-99.c1 5 June 22, 1999 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 or 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, immediately or at any time thereafter, enter the Tower Space and Ground Space or any part thereof and repossess the same as of its former estate, and expel Subtenant, and those claiming by, through or under Subtenant and remove any personalty left by Subtenant (or anyone claiming an interest by, through or under Subtenant) without being deemed guilty of any manner of trespass, and without prejudice to any other available remedies, and Sublandlord shall have the option of terminating this Sublease upon written notice thereof given to Subtenant. If Sublandlord terminates this Sublease or repossesses the Tower Space due to an event of default, Subtenant shall (i) remain liable for all rental and other obligations accruing up to the date of such repossession or termination, and (ii) remain liable for the payment of all its rent and additional rental obligations payable hereunder for the balance of the unexpired term of this Sublease in effect as of the date of termination or repossession by Sublandlord. In the event of a default, Sublandlord shall have the right to do whatever Subtenant is obligated to do under the terms of this Sublease (and enter upon the Tower Space in connection therewith) without being liable for any damages whatsoever, and Subtenant agrees to reimburse Sublandlord upon demand for any costs and expenses which Sublandlord may incur in effecting compliance with Subtenant's obligations under this Sublease. Sublandlord may cure any default of Subtenant without prior notice to Subtenant if an emergency exists; provided, however, Sublandlord shall give Subtenant notice of such cure within forty-eight (48) hours thereof. Subject to the notice and cure periods provided for herein, Sublandlord shall have the right to exercise any or all other remedies available to Sublandlord, in connection with an Event of Default, at law or in equity, including without limitation, injunctive relief. c. In the event Sublandlord elects not to exercise any renewal option granted to Sublandlord under the Ground Lease or elects to terminate the Ground Lease, Sublandlord shall provide Subtenant with written notice of such decision reasonably in advance of the termination of the then current term or proposed termination under the Ground Lease. If Sublandlord elects not to exercise any renewal option granted to Sublandlord under the Ground Lease or elects to terminate the Ground Lease, Subtenant shall then have the option, exercisable in its sole discretion, to require Sublandlord to assign the Ground Lease to Subtenant and to assume all of Sublandlord's obligations thereunder; approval of such assignment by the Overlandlord shall be as provided in the CNDA Agreement. Any such assignment shall provide that Subtenant shall become solely responsible for Sublandlord's obligations under the Ground Lease from and after the date of the assignment, and that Sublandlord 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 Sublandlord a written notification confirming the release of Sublandlord from its obligations under the Ground Lease upon the assignment and assumption by Subtenant. Subtenant agrees to indemnify Sublandlord and hold Sublandlord harmless 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. Sublandlord agrees to indemnify Subtenant and hold Subtenant harmless from all claims, liabilities, causes of action, costs and expenses, including reasonable attorneys' fees and disbursements, arising under the Ground Lease before the date of assignment to Subtenant. If Overlandlord does not take ownership of the Tower upon Sublandlord's election not to exercise any renewal option or termination of the Ground Lease, simultaneously with the assignment of the Ground Lease to Subtenant in accordance with this subparagraph, Subtenant shall purchase the Tower from Sublandlord 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:\scflat&t\1001278\or731seAPTapproved 6-21-99.c1 6 June 22, 1999 ,~ AT&T Cell Site I.D.: OR073/Winter Springs State: Florida County: Seminole APT Site I.D.: A2E015-B at the request of Subtenant), with full warranties of title and Subtenant shall pay the established purchase price in cash or wired funds and all costs incurred by Sublandlord in remedying any such liens and encumbrances or otherwise incurred by Sublandlord in order to convey title in accordance with the standard set forth in this sentence. 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 Sublandlord has leased the Tower to one or more third parties, Subtenant's acquisition shall be subject to the rights of such third parties. Notwithstanding anything contained herein to the contrary, in the event of an assignment and/or acquisition from Sublandlord to Subtenant, Subtenant shall acquire all of Sublandlord's rights under the Ground Lease and incur all of Sublandlord's obligations under the Ground Lease from and after the date of the assignment as provided above. Each party shall pay the costs of their respective attorneys with respect to the sale of the Tower; provided, however, enant shall pay the documentary stamp or other taxes that may arise upon or after such conveyance, and all costs incurred by andlord in connection with the assignment of the Ground Lease to enant. If the Ground Lease is assigned and assumed by Subtenant in accordance with this subparagraph, this Agreement shall terminate and the parties shall be released from all further obligations hereunder, except for those that expressly survive expiration or termination of this Agreement. 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 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 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. Sublandlord and Subtenant shall each be entitled to pursue their own separate awards with respect to any taking by eminent domain. c. Subject to and consistent with Section 14, in no event shall 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 Sublandlord 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 Sublandlord shall have the exclusive right to depreciate the Tower for tax purposes, including the Tower Space, and Subtenant will not adopt any position that would be inconsistent with such deduction rights of Sublandlord. Sublandlord's Federal Tax ID# is 36-4027569 13. Insurance and Subrogation. 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\1001278\or731seAPTapproved 6-21-99.c1 7 June 22, 1999 ,~ AT&T Celf Site I.D.: OR073/Winter Springs APT Site I.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 anniversary of the Term and any Renewal Term, shall provide Sublandlord with certificates of insurance or other reasonably satisfactory documentation evidencing such coverage. Sublandlord shall not be liable to Subtenant for any loss, destruction, damage or theft of any personal property or fixtures of Subtenant or any other agents or representatives, except in the event of any negligent or intentional act or omission of Sublandlord pertaining to such casualty. 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 Sublandlord has with respect to the Tower and the Property. 14. Hold Harmless. Subtenant and Sublandlord 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 (including reasonable attorney's fees and court costs) arising from the installation, use, occupancy, maintenance, repair or removal of the Antenna Facilities or the breach of this Sublease by the indemnifying party except to the extent attributable to the negligent or intentional act or omission of the indemnified party, its employees, agents or independent contractors.. In addition, Subtenant shall further indemnify, defend and hold harmless Sublandlord from and against damage or liability (or any claim, injury, loss, in respect of the foregoing), cost or expenses, including reasonable attorney's fees and court costs arising from the Subtenant's breach of the Ground Lease, or from any actions taken by Subtenant or any of its agents during the Due Diligence Period except to the extent attributable to the negligent or intentional act or omission of Sublandlord, its employees, agents or independent contractors. This section shall survive the expiration or earlier termination of this Sublease. 15. Notices . All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed given if personally delivered or mailed, certified mail, return receipt requested, or sent by overnight carrier to the following addresses, or to such other addresses as may be specified in writing by the parties: addresses as maybe notified in writing by the parties. To Subtenant at: AT& T Wireless Services 2400 Maitland Pkwy., Suite 110 Maitland, Florida 32751 Attn: Site Acquisition Manager with a copy to: AT&T Wireless Services 11760 North U.S. Highway One West Tower - 3rd Floor North Palm Beach, Florida 33408 Attn: Regional Counsel To Sublandlord at: APT Tampa/Orlando, Inc. Attn: Collocation Manager 6902 Cypress Park Drive Tampa, FL 33634 with a copy to: APT Tampa/Orlando, Inc. Real Estate Department P.O. Box 31793 Chicago, IL 60631-0793 16. Environmental Laws. (a) Sublandlord represents, warrants and agrees that, to the best of landlord's knowledge: (i) the Property and its uses and operations complies, and will comply, with all local, state and federal statutes or regulations, or ordinances pertaining to the environment or natural resources ("Environmental Laws"); (ii) the Property has not been used or allowed to be c:lscf\at&t11001278\or73iseAPTapproved 6-21-99.c1 8 June 22, 1999 AT&T Cell Site I.D.: OR073/Winter Springs APT Site I.D.: A2E015-B State: Florida County: Seminole used by Sublandlord to emit through ground, water or air, refine, manufacture, generate, produce, store, contain, handle, transfer, process, treat, transport, or dispose of hazardous substances or hazardous wastes, products or pollutants, including without limitation asbestos, oil, petroleum products and their by-products, (collectively called "Hazardous Substance(s)") as defined and regulated under any Environmental Laws; (iii) the Property has never been the subject of any federal or state Hazardous Substance(s) related list; (iv) the Property has never required closure or clean-up of any Hazardous Substance(s); 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. Sublandlord warrants and represents that it will be solely liable for the clean-up and removal of Hazardous Substance(s) and for any other activities, including but not limited to the restoration of the Property, related in any way to Hazardous Substance(s) now and in the future existing on the Property, to the extent generated by Sublandlord. Sublandlord will defend, indemnify and hold Subtenant harmless from and against any and all direct liabilities, damages, losses, costs, assessments, penalties, fines, expenses and fees, including reasonable legal fees, consultant fees and expert witness fees, related to Sublandlord's breach of any of the above representations and warranties. b. Subtenant represents, warrants and agrees to conduct its activities on the Tower Space and Ground Space in compliance with all applicable Environmental Laws. Subtenant will not use, generate, release, manufacture, refine, produce, store, or dispose of any Hazardous Substance(s) on, under, or about the Tower Space or Ground Space, except for the use of sealed batteries for emergency back-up, any fire suppression system and small quantities of cleaning products ordinarily used by commercial businesses. Subtenant agrees to defend, indemnify and hold Sublandlord harmless from and against any and all direct liabilities, damages, losses, costs, assessments, penalties, fines,expenses and fees, including reasonable legal fees, that Sublandlord may suffer due to the existence or discovery of Hazardous Substance(s) on the Property,or released into the environment that are caused by Subtenant's use of the Tower Space or Ground Space. c The indemnifications of this Paragraph specifically include reasonable costs, expenses and fees incurred in connection with any investigation of Property conditions or any clean-up, remedial, removal or restoration work required by any governmental authority. The provisions of this Paragraph will survive the expiration or termination of this Agreement. 17. Assignment and Subleasing Subtenant may not assign this Sublease or its rights hereunder without the prior written approval of Sublandlord, which shall not be unreasonably withheld or delayed. Notwithstanding the foregoing sentence, Subtenant may assign the Sublease to any entity which directly or indirectly through one or more intermediaries controls or is controlled by, or is under common control with, Subtenant without obtaining Sublandlord's prior approval. Any assignment to which Sublandlord may consent shall not release Subtenant from, or otherwise modify all or any of its obligations hereunder. 18. Successors and Assigns 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 agrees to 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 of the other party. c:\scflat&t11001278\or731seAPTapproved 6-21-99.c1 9 June 22, 1999 AT&T Cell Site I.D.: OR073/Winter Springs APT Site I.D.: A2E015-B State: Florida County: Seminole b. Each party represented in this transaction by a broker, agent or commission salesperson shall be fully and exclusively responsible for the payment of any fee, commission or other compensation owing to such person, and shall indemnify and hold the other party harmless from and against any claims arising in connection therewith. Subtenant represents and warrants that it has not dealt with any real estate agent or broker in connection with this transaction. c. If either party fails to perform a material obligation under this Sublease within 30 days after receiving written notice from the other party, the party that delivers such notice may perform such obligation or take other appropriate curative action on behalf and at the expense of the nonperfornling party. If the curative action is taken by Subtenant, the expenses maybe offset against the next payment(s) of monthly Rent. If the curative action is taken by Sublandlord, the expenses shall be paid by Subtenant together with the next payment of monthly Rent. d. This Sublease shall be construed in accordance with the laws of the State of Florida. If any term of this Sublease is found to be void or invalid, such invalidity shall not effect the remaining terms of this Lease, which shall continue in full force and effect. In the event of any litigation arising hereunder, the substantially prevailing party shall be entitled to recover its reasonable attorney's fees and court costs, through appeal. e. This Sublease constitutes the entire agreement and understanding of the parties and supersedes all offers, negotiations and other agreements. There are no representations or understandings of any kind not set forth herein. Any amendment to this Sublease must be in writing and executed by both parties. This Sublease maybe executed in counterparts. f. At the termination of this Sublease, Subtenant shall have reasonable access to remove its antennas and associated transmitting and receiving equipment for up to thirty (30) days after the expiration or termination of this Sublease. Subtenant shall not have the right to, and may not, remove any structural enhancement to the Tower (other than the Antenna Facilities), such structural enhancements to the Tower becoming the property of Sublandlord upon the expiration or earlier termination of this Sublease. In accordance with the immediately preceding sentence, Subtenant shall (i) remove Subtenant's equipment in a good, efficient and workmanlike manner and in compliance with all applicable laws, (ii) repair any damage caused to the Tower, the Property and the Ground Space by such removal, (iii) not interrupt or interfere with the operation of the communications systems or equipment of the Sublandlord or the Sublandlord's other tenants in removing Subtenant's equipment, and (iv) surrender the Tower and the Property and the Ground Space in good condition, ordinary wear and tear excepted. In the event Subtenant fails to remove any of its equipment from the Tower, the Property or the Ground Space within forty-five (45) days after the expiration date or earlier termination of this Sublease, Subtenant shall be deemed to have abandoned its equipment and Sublandlord shall be free to remove and dispose of Subtenant's equipment in any manner determined by Sublandlord in SUblandlord's sole and absolute discretion, and without any liability to Subtenant therefor. If Subtenant is deemed to have abandoned its equipment pursuant to the immediately preceding sentence, Subtenant shall reimburse Sublandlord within ten (10) days of Subtenant's receipt of an invoice from Sublandlord, for all costs and expenses incurred by Sublandlord in removing and disposing of Subtenant's equipment, and such reimbursement obligation shall survive the expiration or earlier termination of this Sublease. g. Sublandlord reserves the right, in its sole discretion, and upon one hundred twenty (120) days written notice to Subtenant, to relocate the Tower Space, from time to time, to a different height on the Tower. Accordingly, Subtenant shall relocate any Antenna Facilities on the Tower to the space designated by Sublandlord in such notice within such one hundred twenty (120) day period. Such relocation, however, shall not prevent or interfere with Subtenant's permitted use of the Tower Space. Such relocation costs shall be paid by Sublandlord unless Subtenant precipitated the relocation, in which event Subtenant shall be solely responsible for the payment of all such costs. Subtenant agrees that no action taken pursuant to this Section 21.g shall constitute a constructive eviction, and Sublandlord shall have no liability to Subtenant for lost revenues or profits or other claims arising from such relocation. c:\sct\at&t\1001278\or731seAPTapproved 6-21-99.c1 10 June 22, 1999 AT&T Cell Site I.D.: OR073/Winter Springs State: Florida County: Seminole APT Site I.D.: A2E015-B Wherefore, the parties hereby enter into this Sublease as of the date first stated above. SUBTENANT: Witnesses: AT&T Wireless Services of Florida, Inc., a Florida corporation ~ 1~ ck~ ex Printer e: ~ ~~~~'~c.63~°-GZ7su~ ;% Print Name: _ ~/ ~~ - Print Name: M1[~t~~~- S . BRo.~N BY~ ~MAA~-, J J %C~fL..~ Print Name: Mary DiOrio Print Title: Director of Network Realization SUBLANDLORD: APT Tampa/Orlando, Inc., a Delaware corporation By: Print a :Barry M.~•Br n Title: Dtrector Engineenng & Operations ~. Print Name: ~.1 I.OJ~`>R SUBTENANT STATE OF _ ~~ ~ UQ,~ , ,t,~ ) ss: COUNTY OF (~ti ~ ~-t- r, ~ ) The foregoing instrument was acknowledged before me this ~~day of (~l,t y 1999, by Mary DiOrio, the Director of Network Realization of AT&T WIRELESS SERVICES OF FLO IDA, INC., a Florida corporation, d/b/a AT&T WIRELESS SERVICES, on behalf of the corporation, who is personally known to me or has produced a as identification. _ _. _ Su•.~ N~ b is Notary public, Fulton County, Geor is My Commission Expires: ~ (',nmmission Expires August 25, 002 c:\scflat&t\1001278\or731seAPTapproved 6-21-99.c1 11 June 22, 1999 AT&T Cell Site I.D.: OR073/Winter Springs State: Florida County: Seminole SUBLANDLORD APT Site I.D.: A2E015-B STATE OF FZse~pF~ ss: COUNTY OF HILLSBOROUGH The foregoing instrument was acknowledged before me this ~~ day of SEIT~EM1Bk~2 , 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: ~l)!lllll!llllull!!!llllllllllllllllllllll!!llllll ~ ~; ~~r "~ Nicholas Clive Glover ~ ~`~ ~ Notary Public, State of Florida ~ ` Commission No. CC 597297 ~ '~of nod My Commission Exp. 12/19/2000 ~ I •R00.7•NOTARY - FIB Nonry Savia t I~ondioa Co. < >»~)))11)1)11111111111)»))111~11))~11111111))1)11 ~ c:\sctlat&t\1001278\or731seAPTapproved 6-21-99.c1 12 June 22, 1999 ~i AT&T Cell Site I.D.: OR073/Winter Springs APT Site I.D.: A2E015-B State: Florida 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/~ AT&T Wireless Services as Subtenant L~;al Description of the Prc~~erh~• LEASE PARCEL LF~A.I._D.~~G~~Q~ ALL Ti~iAT TRACT OR PARCEL OF LAND LYING IN SECTION 36, TOWNSHIP 20 SOUTH, RANGE 30 EAST, SEMINOLE COUNTY, FLORIDA, BEING A PORTION OF L(PI"I'RELL PARK ACCORDING TO THE'i PLAT THEREOF AS RECORDED W FLAT J]OOK l 1, FAGL• 44, OFFICIAL R1rCORDS OF SEMB•IOLE COUNTY, FLORIDA, AND BEWG MORE PART]CULARLY DESCRIBED AS FOLLOWS: COMMLNCTf1G AT TIIE NORTHWEST CORNER OF SAID LUTTRELL PARK; THENCE SOUTI-i 1 B' S8' ] 0" WEST A DISTANCE OF 157.00 FEET TO A POINT; TiiENCE SOVT-fi 71 ° O I' S0" EAST A DISTANCI; OF 44.00 FEET TO TIJF POINT OF AF,GINNING; TIiF.NCE NORTIi IB° 58' 10" EAST A DISTANCE OF 50.00 FEET TO A POINT; THENCE SOUTH 71 ° O l' S0" EAST A DISTANCE OF 50.00 FEET TO A PO1Nr; THENCE SOUTH 18° 58' 10" WEST A DISTANCE OF 50.00 FE)rT T.O A POINT; THENCE NORTH 71° Ol' S0" 1VEST A DISTANCE OF 50.00 FEET TO THE POINT OF BEGINNING. CONTAIIIING 2,500 SQUARE FEET OR 0.057 ACRES 1r10RE OR LESS c:\scf\at&t\1001278\or731seAPTapproved 6-21-99.cf 13 June 22, 1999 AT&T Cell Site I.D.: OR073/Winter Springs State: Florida County: Seminole EXHIBIT A-1 (Page 1 of 2) APT Site I.D.: A2E015-B To the Site Sublease Agreement dated September 1, 1999 between APT Tampa/Orlando, Inc., as Sublandlord and AT&T Wireless Services of rlorida, Inc., d/b!a AT&T Wireless Services as Subtenant Ground Space• ' THE GROUND SPACE INCLUDES THOSE FACILITIES IN SITE SKETCH AND LOCATED WITHIN THE LEGAL DESCRIPTION SEETFORTH BELOW: SITE: Oft-7 3 EY~9T 7' v"osUre ~ U/INTER SPiiI~IGS ~~ ~ \ ~ > ~ ~~ ®BI~cK & vEaTCH,~ P_xx a K,r~".. :Oi Se.,.n O,~~ar ,n.n. 7u.i. ]00 O~ero.+, n ~ }I„0 OAR •~0 . -vao r,."~0 7 lI V„J501 w+osc.vc MU WRT1 1"~ i0' aa,m arz: i/viw oa.»v.c w. sy.-n AT&T WIRELESS SERVICES OR-73 WINTER SPRINGS LEASE PARCEL LEGAL DESCRIPTION ALL THAT TRACT OR PARCEL OF LAND LY1NG IN SECTION 36, TOWNSHIP 20 SOUTH, RANGE 30 EAST, SEMINOLE COUNTY, FLORIDA, BEING A PORTION OF LUTTRELL PARK ACCORDING TO THE PLAT THEREOF AS RECORDED IN PLAT BOOK 11, PAGE 44, OFFICIAL RECORDS OF SEMINOLE COUNTY, FLORIDA, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHWEST CORNER OF SAID LUTTREL PARK; THENCE SOUTH 18'58'10" 'NEST A DISTANCE OF 157.00 FEET TO A POINT; THENCE SOUTH 71'01'50" EAST A DISTANCE OF 68.OU FEET TO THE POINT OF BEr,INNING; THENCE NORTH 18'58'10' EAST A DISTANCE OF 31.00 FEET TO A POINT; THENCE SOUTH 71'01'50" EAST A'DISTANCE OF 26.00 FEET TO A POINT; THENCE SOUTH 18'58'10" WEST A DISTANCE OF 31.00 FEET TO A POINT; THENCE NORTH 71'01'50" WEST A DISTANCE OF 26.00 FEET TO THE POINT OF BEGINNING. CONTAINING 806 SQUARE FEET MORE OR LESS c:\scflat&t\1001278\or731seAPTapproved 6-21-99.c1 14 June 22, 1999 a r AT&T Cell Site I.D.: OR073/Winter Springs State: Florida County: Seminole EYHIBIT A-1 (Page 2 of 2) APT Site I.D.: A2E015-B To the Sitc Snbleasc 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' nvc:itF_SS~:G1zFSS EAS~et~:rlT~ecnL-rz~CRi~u_o-a ALL 7TiAT TRACT OR PARCEL OF LAND LYING TN SECTIOTI 36, TOWNSHIF 20 SOUTH, RANGE 30 EAST, SL-MINOLE COUN-Il', FLOR iTJA, t3E(NG A YORT70N OF LUTTRELL PARK ACCORDING TO THE PLAT THEREOF AS 1tECOFDED IN PLAT BOOK 11, PAGE 44, OFFICIAL RECORDS OF SEMINOLE COUN-IY, FLO[ZIlOA, AND BEWG MORE PART'ICLILARLY DESCRIBED A$ FOLLOWS: COMMENCING AT TIIE NORTIIWFST CORNER OF SAID LUTTRELL PARK; THENCE SOUTH lR° SR' (0" WES"i A DISTANCE OF IS7 00 FEET TO A POINT; TIIENCE SOUTH 71° Ol' S0" EAST A U[STANCE OF 44.00 FEE"t TO THE POMT OF BEGINNING; THENCE CON-TTNLJE SOUTH 71° OI' S0" EAST A DISTANC:F. OF 15.1 I FEET TO A POiNi'; THENCE SOCITH 26° 01' 48" WEST A DISTANCE 179.91 FEET TO A POMT; THENCE SO[ITH l8° 58' l0" WEST A DISTANCE OF 151.82 FEET TO A P0I2•IT ON THE NORTHEASTERLY RIGHT-OF-WAY LINE OF STATE ROAD No. 434; THENCE 17.90 FEET ALONG SAID RIGHT-OF-WAY LINE, ALONG THE ARC OF A CURVE, CONCAVE TO THE NORTH, HAVING A DELTA ANGLE OF 00° Ol' 36", A RADIUS OF 38436,74 FEET, A CHORD IIEARiNG OF NORTI{ 37' S6' 35" WEST, AND A CHORD OF 17.90 FEET TO A POINT; TIiENCE NORTIi IS° S8' 10" EAST, DEPAR'1'INO SAID RIGHT-OF-WAY LINE, A DISTANCE OF 147.97 FEET TO A POIM;'TTiF.NCE NORT}I 26° 01' 48" EAST A DISTANCE OF 178.98 FEET I'U THE POINT OF BEGINNING. ,. CONTAINING 1,226 SQUARE FEET OR 0.02A ACRE MORE OR LESS. 1.5_ILTTL_!TY Et~F,LSf. `(LT-~'L_[.ESzt1(, I2_ESCRIYTi(lLY ALL THAT TRACT OR PAB.CFL OF [Ai~rD LYDrG IN SECTION 36, TOWNSFQP 20 SO[1T3[, RANGE. 10 EAST, SENtINOLE COUZr-FY, FLORIDA, BEING A PORTION OF LUTZIZELL PARK ACCORDL*IG TO TIIE PLAT 1TIEREOF AS RECORDED W PLAT BOOK 1 I, PAGE ad, OFFICIAL P.FCORDS OF SEhfC1`IOLE COUNTY, FLORIDA, AND BF,ING A 15 FOOT WIDE UTILITY EASEMENT LYTTiG 7.5 FEET LEFT AND RIG ITT OF THE FOLLOWING DESCRIBED CENTERLINE: COh(I~IENC[NG AT TIIE NORTHWEST CORNER OF SAID LUTTRELL PARK; THJ=NCE SOUTH IS° 58' 10" 1VEST A DISTANCE OF IS7.00 FEET TO A PO[rrT; TIiENCE SOUTH 7l" 01' SO" EAST A DISTANCE OF 36.x4 FEET TO THE PO[FrI' OF BEG[NT`IING-, THENCE SOUTH 26° 01' 48" W A DISTANCE OF 178.51 FEET TO A PO[`i rF; THENCE SOUTH l8° 58' IO" W A DISTANCE OF !29.59 FEET TO A POIrtT LYING 7.50 EEF.T NORTHEASTERLY OF THE NORTHEASTERtY RIGHT-OF- WAY LINE OF STATE ROAD No. 474; TFIE,ICE !73.81 FEET, ALOIIG THE ARC OF A CURVE LYTI~IG 7.50 FEET NORTIEASTERLY OF Ai rn PARA.I~.EL WITH SAID RIGHT-O=-WAY LWE, SAID C'[JRVE BEIIJG CONCAVE TO THE SOUTFIwEST, HAVING A DELTA ANGLE OF 00° t S' 33", A RADRIS OF 38429.24 FEET, A CHORD BEARING OF SOUTH J8' 02' 19" EAST, AND A CHORD OF 173.81 FEET TO TILE POINT OF TER,\tINATION. 15' LI'FII.ITY F.A4F.MF:NT "B~.E~AL-I~E~Q3IIPII4LI AI.L THAT TRACT OR PARCEL OF LAND LYING M SECTION 36, TOWNSHIP 20 SOU1T{, RANGE 30 EAST, SEMINOLE COCJNTY, FLOP.IDA, BEING A PORTIOIJ OF LITITRELL PARK ACCORDING TO THE PLAT THEREOF AS RECORDED IN PLAT BOOK 1 I, PAGE 44, OFFICIAL F.F.CORDS OF SEhtirIOLE COUNTY, FLORIDA, AND BEMG A 15 FOOT WIDE UTII-ITY EASEMENT LYING 7.50 FEET LEFT AND RIOIIT OF THE FOLLOWING DESCRIBED CENTERLINE: COMMENCING AT -I-1TE NORTTIWES7 CORNER OF SAJD LUTTRELL PARK; THENCE SOUIZ-I 18' S8' l0" WEST A DISTANCE OF 157.00 FEET TO A POWT; THENCE SOUTH 71° Ol' SO" EAST A DISTANC£ OF 51.83 FEET TO TTIE POINT OF BEGINNING; THENCE SOUTIi 02• [7' 46" FAST A DISTANCE OF 110.00 FEET TO T1IE POIM OF TERMINATION. c:\scflat&t\1001278\or731seAPTapproved 6-21-99.c1 15 June 22. 1999 r AT&T Cell Site I.D.: OR073/Winter Springs State: Florida County: Seminole EXHIBIT B t7~PaLu ~~~w~ T y Description of Antenna Facilities ou 'l'ower Space and Ground Space: Nine (91 DB844H80 antennas mounted on the ex~sttn 165' tall mono ole at the 120' above round level with all ' required apDUrtenant facilities and with ground space as shown below ~_~ .~I' ess Se~°vices CONC~PTIJA(_ $K~I,H S~ ~ ~: CR-73 EYI57 3' ~,r+osc:s~ ~NI~IT~.R SPRINGS ~~ JS`?IG =,r:, l 1 .~/ __~ 0 o~ h 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 ~ ~-^_ \~ x `~ EXT?'4"OR l1CUNii~ CGiGR ,W17~ H,D ~(,ep ~C N /~I- l I _ C~r,r cX/S`~ C rn ~ ~ C°% ~`'~ V ~` ~ t n 1` h Lv ~ C ,; Rf,.C~~ C %R0905c~D ICE-BRIOCE castE ~ovnvc ~i ~~ epF~.~ • 25S \ `.t~:'x„ ! \\ \ `\ ~ \ / \J ~ / ~ ~ti r~ ~ i y 5 / \ // 7, B~CI\ cX V~~yTI.~::Y ~a P7 ~ AK ~ a ~' ~e4' rt~CQ APT Site I.D.: A2E015-B _` ~,~ C rz- x c~ h / ~3 h ro ~~'0;%a, ~~~ J S W / ~ 50,0 , t 0 FA^e~7 cP,NV, ~ . ~S i S' GJC:t a s~IrW uveS~ae V./ "OI Sack Ura~ge Av., 'm'~ S~~t! 1CO N!`7P~ C~etit^. MF•n 3'3L0 1 ~ 10' crroo: f~a +1~-.soo SaiUt~ Gnr tai%i 99 U~wrNv A7. S.u%1 c\scf\al&t\10012781or731seAPTapproved 6-21-99.c1 16 June 22, 1999 .i •~ !~ AT&T Cell Site I.D.: OR073/Winter Springs State: Florida County: Seminole EXHIBIT C APT Site I.D.: A2E015-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 Ground Lease as attached hereto• c:\scflat&t\10012781or731seAPTapproved 6-21-99.c1 17 June 22, 1999 AT&T Cell Site I.D.: OR073/Winter Springs APT Site I.D.: A2E015-B State: Florida County: Seminole EXHIBIT D 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 Consent, Non-Disturbance and Attornment Agreement as attached hereto• c:\scf\at&t11001278\or731seAPTapproved 6-21-E39.c1 18 June 22, 1999