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HomeMy WebLinkAboutCrown Castle South, LLC - Government Entity Tower/Antenna Contract - 2016 06 06 CCCROWN CASTLE Customer Site Name: N/A Crown Site Name: FL LAKE STREET BSI 802222 Customer Site No.: N/A JDE Business Unit: 802222 License Identifier: 479987 GOVERNMENT ENTITY TOWER LICENSE AGREEMENT (for co-location by landlord with no Basic Payments due to Licensor) THIS GOVERNMENT ENTITY TOWER LICENSE AGREEMENT(this"Agreement") is entered into as of this (_p day of 1)I.UVI-p— , Z6 k U (the"Effective Date")between Crown Castle South LLC, a Delaware limited liability company, with a place of business at 2000 Corporate Drive, Canonsburg, Washington County,Pennsylvania 15317("Licensor"), and City of Winter Springs,with its principal office at 1126 East State Road 434,Winter Springs,Seminole County,Florida 32708("Licensee"). In consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby,the parties hereto agree as follows: 1. DEFINITIONS The following terms as used in this Agreement are defined as follows: "Acquiring Party" Any person acquiring title to Licensor's interest in the real property of which the Site forms a part through a Conveyance. "AM Detuning Study" A study to determine whether measures must be taken to avoid disturbance of an AM radio station signal pattern,as described in Section 2.3 below. "Closeout Documentation" As-built drawings and other installation documentation required by Licensor,as described in Section 2.6 below. "Conveyance" Including, without limitation, any exercise by a Lender of its rights under the Security Instrument, including a foreclosure, sheriff's or trustee's sale under the power of sale contained in the Security Instrument,the termination of any superior lease of the Site and any other transfer,sale or conveyance of the Licensor's interest in the property of which the Site forms a part under peril of foreclosure or similar remedy, including,without limitation to the generality of the foregoing,an assignment or sale in lieu of foreclosure or similar remedy. "Equipment" Licensee's communications equipment including,but not limited to Licensee's antennas,cables,connectors,wires,radios,radio shelter or cabinet,and related transmission and reception hardware and software,and other personal property. "Event of Default" As described in Article 13 below, any material breach of this Agreement for which no cure period applies, or any other breach of this Agreement that is not cured within the applicable cure period stipulated herein. "FCC" The Federal Communications Commission. Prepared by: S.Taylor Prepared on: October 14,2015 Revised on: 6/2/2016 8:02 AM 1 CROWN CASTLE STANDARD FORM GOVERNMENT ENTITY TLA 2-21-07 Customer Site Name: N/A Crown Site Name: FL LAKE STREET BSI 802222 Customer Site Number: N/A JDE Business Unit: 802222 License Identifier: 479987 "Government Entity" Any federal, state or local governmental unit or agency thereof with jurisdiction applicable to the Site. "Intermodulation Study"A study to determine whether an RF interference problem may arise,as described in Section 2.3 below. "Intermodulation Study Fee" The fee payable by Licensee to Licensor to defray Licensor's costs incurred in preparing or obtaining an Intermodulation Study. The amount of the Fee shall be reasonably commensurate with the scope and complexity of the subject Intermodulation Study. "Lender" Any and all lenders,creditors,indenture trustees and similar parties. "Licensed Space" That portion of the Site which is licensed to Licensee hereunder. "Licensee" The party named as "Licensee" in the first paragraph hereof and its successors in interest. "Licensor" The party named as "Licensor" in the first paragraph hereof and its successors in interest. "Modification" (i) Any modification to the Equipment as specified herein or an approved Site Engineering Application;(ii)any alterations in the frequency ranges or FCC licensed allocation or power levels specified in the approved Site Engineering Application;(iii)any change in Licensee's technology protocol (e.g., GSM, CDMA, TDMA, MEN, etc.); (iv) any addition of Equipment or occupation of additional space, or relocation of Equipment on the tower or on the ground, or relocation of ground space or equipment shelter space;or(v)any repair to the Equipment that affects tower loading capacity. "Modification Application Fee" The fee payable by Licensee to Licensor in the amount of Zero and 00/100 Dollars ($0.00) to defray Licensor's costs incurred in evaluating a Site Engineering Application. "Prime Lease" The lease(s), sublease(s)or other prior agreement(s)or instrument(s) (e.g.,deed) from which Licensor derives its rights in the Site and/or which contain(s)restrictions on use of the Site,as described in Article 18 below. "RF" Radio frequency. "Security Instrument" Any and all mortgages, deeds of trust or other deeds, and any similar security agreements that encumber the Site to secure the debt of Licensor. "Site" The property referred to in Section 2.1 below, which is owned, leased, or otherwise controlled by Licensor and which contains the Licensed Space. "Site Application Fee" The fee paid by Licensee to Licensor to evaluate a Site Engineering Application to determine whether the tower and Site have sufficient capacity to accommodate the Equipment. "Site Engineering Application" The application form(as may be amended by Licensor from time to time), which shall be submitted to Licensor by Licensee when Licensee desires to apply for a Prepared by: S. Taylor Prepared on: October 14, 2015 2 Revised on: 6/2/2016 8:01 AM CROWN CASTLE STANDARD FORM GOVERNMENT ENTITY TLA 2-21-07 Customer Site Name: N/A Crown Site Name: FL LAKE STREET BSI 802222 Customer Site Number: N/A JDE Business Unit: 802222 License Identifier: 479987 license to install or make a Modification to Equipment. The approved Site Engineering Application is attached to,and incorporated into,this Agreement as part of Exhibit B. "Site Plan" The site plan referred to in Section 2.2 below, a copy of which is attached hereto as Exhibit C. "Site Rules" The"Site Rules",or its successor,issued by Licensor from time to time,as described in Section 2.2 below. "Structural Analysis" An engineering analysis performed to determine whether the physical and structural capacity of the tower are sufficient to accommodate the proposed Equipment, which analysis takes into consideration factors such as weight, wind loading and physical space requirements. "Structural Analysis Fee" The fee payable by Licensee to Licensor in the amount of Two Thousand Five Hundred and 00/100 Dollars ($2,500.00)to defray Licensor's costs incurred with respect to its performance of a Structural Analysis. "Subsequent Use" Any installation or modification to Licensor's or another user's equipment subsequent to the installation or modification of the Equipment as described in Section 6.1 below. "Term" The term of this Agreement,as set forth in Article 4 below. "Term Commencement Date" Immediately upon full execution of this Agreement. "Tower Level Drawing" The tower level drawing referred to in Section 2.2 below,a copy of which is attached hereto as part of Exhibit B. "Work"The installation of Equipment or construction of an approved Modification to Equipment at the Site,as set forth in Section 2.5 below. 2. SITE,LICENSE,EQUIPMENT,LICENSED SPACE,APPLICATION FOR MODIFICATIONS, CONDITIONS PRECEDENT 2.1 The Site. The Site consists of that certain parcel of property,located in the City of Winter Springs, the County of Seminole,and the State of Florida,which is described in Exhibit A hereto. 2.2 License to Install, Operate and Maintain the Equipment. Licensor hereby grants a license to Licensee to install,operate and maintain the Equipment at the Site within the Licensed Space,as such Equipment and Licensed Space is described in,and subject to,the approved Site Engineering Application and Tower Level Drawing attached hereto as Exhibit B and as shown in the Site Plan attached hereto as Exhibit C. Such license is subject to the Site Rules and is restricted exclusively to the installation,operation and maintenance of antennas and equipment consistent with the specifications and in the locations identified in Exhibit B and Exhibit C. If Licensee fails to install the total number of permitted antennas and transmission lines as described in Exhibit B and Exhibit C within one hundred eighty (180)days of commencement of its initial installation of Equipment,the right to install any such antennas and lines not installed shall be deemed waived. No capacity or rights will be reserved for future installation of such Equipment after such one hundred eighty(180)day period. 2.3 Application for Modifications. Licensee shall apply to make Modifications by submitting a Site Engineering Application to Licensor together with payment of the Modification Application Fee. A Structural Prepared by: S. Taylor Prepared on: October 14, 2015 3 Revised on: 6/2/2016 8:01 AM CROWN CASTLE STANDARD FORM GOVERNMENT ENTITY TLA 2-21-07 Customer Site Name: N/A Crown Site Name: FL LAKE STREET BSI 802222 Customer Site Number: N/A JDE Business Unit: 802222 License Identifier: 479987 Analysis,AM Detuning Study or an Intermodulation Study may be required by Licensor in connection with a proposed Modification,and Licensee will be liable for the cost thereof. Any approved Modification shall be evidenced by an amendment to this Agreement, and the Site Engineering Application approved by Licensor describing the Modification shall be an exhibit to said amendment. 2.4 Conditions Precedent to Installation of Equipment or Modification. Notwithstanding anything to the contrary herein,the parties agree that Licensee's right to install Equipment or make a Modification to Equipment at the Site shall not commence until the following conditions are satisfied: (i)Licensor has received any written consent required under the Prime Lease to allow Licensor to license the Licensed Space to Licensee; (ii) a Site Engineering Application has been approved by Licensor; (iii) the Site Application Fee, Structural Analysis Fee, Intermodulation Study Fee and fee for AM Detuning Study (if any) have been paid; (iv) Licensee has received all required permits (if any) for its installation of, or Modification to, the Equipment and all required regulatory or governmental approvals of Licensee's proposed use of the Site, and Licensor has received, reviewed, and accepted copies of such required permits(if any)and such required regulatory or governmental approvals;and(v)Licensor has received a waiver of any applicable rights of first refusal in and to the space or Licensed Space that Licensee identifies in the Site Engineering Application. With respect to Licensee's initial installation of Equipment at the Site, if any applicable conditions precedent are not satisfied within one hundred eighty(180)days of the date of full execution of this Agreement, either party shall have the right to terminate this Agreement upon written notice to the other party, unless and until all applicable conditions precedent are thereafter satisfied. Upon satisfaction of all conditions precedent,Licensor shall provide written notice to Licensee to confirm said satisfaction. 2.5 Performance of Work. Licensee shall engage Licensor to install Licensee's Equipment,to make approved Modifications to Licensee's Equipment,and to remove Licensee's Equipment from the Site pursuant to this Section 2(the"Work")upon other terms mutually agreed upon by the parties in writing. All Work shall be performed in accordance with the standards set forth in the Site Rules. The foregoing requirement that Licensee only engage Licensor to perform Work on the Site is a material term of this Agreement. 2.6 Closeout Documentation. In the event that Licensee engages Licensor to perform any Work for Licensee pursuant to Section 2.5 above, Licensor shall provide to Licensee all Closeout Documentation with respect to such Work within forty-five(45)days after completion of the Work. 3. ACCESS,USE OF SITE 3.1 Access to Site. Licensor hereby grants to Licensee a non-exclusive license for pedestrian and vehicular ingress to and egress from the Site over the designated access area to the Site as described in Exhibit A,on a 24 hour per day, 7 day per week basis, subject, however,to any restrictions in the Prime Lease or any underlying easement,for the purposes of maintaining,operating and repairing the Equipment,together with license to maintain, operate and repair utility lines, wires, cables, pipes, lines, or any other means of providing utility service, including electric and telephone service, to the Licensed Space. Licensor shall have no duty to remove snow or otherwise maintain the access area. 3.2 Authorized Persons; Safety of Personnel. Licensee's right of access to the Site shall be limited to vendors approved by Licensor or persons under their direct supervision. Licensee shall not allow any person to climb a tower for or on behalf of Licensee without ensuring that such person works for a vendor approved by Licensor for the subject Work. The foregoing limitations on Site and tower access are material terms of this Agreement. 3.3 Notice to District Manager. Licensee agrees to provide Licenser's designated District Manager (or other designated person)prior notice of any access to be made by Licensee to the Site, except in the event of an emergency, in which event Licensee shall provide notice within twenty-four(24) hours following such emergency Prepared by: S. Taylor Prepared on: October 14, 2015 4 Revised on: 6/2/2016 8:01 AM CROWN CASTLE STANDARD FORM GOVERNMENT ENTITY TLA 2-21-07 Customer Site Name: N/A Crown Site Name: FL LAKE STREET BSI 802222 Customer Site Number: N/A JDE Business Unit: 802222 License Identifier: 479987 access. For the purposes hereof,an emergency shall be deemed to be a situation that reasonably appears to present an imminent risk of bodily injury or property damage. 3.4 Licensee's Use of the Site. Licensee shall use the Licensed Space at the Site to install,operate and maintain only the Equipment and shall transmit and receive only within the FCC licensed frequency ranges and at the power levels specified herein. 3.5 Permits,Authorizations and Licenses. Licensee shall be solely responsible for obtaining, at its own expense,all permits,authorizations and licenses associated with its occupancy of Licensed Space at the Site and utilization of Equipment thereon and shall promptly provide copies thereof to Licensor. 3.6 Zoning Approval. Licensee must provide Licensor with copies of any zoning application or amendment that Licensee submits to the applicable zoning authority in relation to its installation or modification of Equipment at the Site,at least seventy-two(72)hours prior to submission to the applicable zoning authority. Licensor reserves the right to(i)require that it be named as co-applicant on any such zoning application or amendment and/or (ii) require revisions to any such zoning application or amendment. Licensor also reserves the right, prior to any decision by the applicable zoning authority, to approve or reject any conditions of approval, limitations or other obligations that would apply to the owner of the Site or property,or any existing or future Site licensee,as a condition of such zoning authority's approval;provided,however,Licensor shall not unreasonably withhold or delay approval of any such conditions of approval,limitations or other obligations. Licensee agrees that any Modification,or change in use of the Licensed Space, as approved herein, requires an amendment hereto which may entitle Licensor to additional compensation. Licensee shall be solely responsible for all costs and expenses associated with(i)any zoning application or amendment submitted by Licensee,(ii)making any improvements or performing any other obligations required as a condition of approval with respect to same and(iii)any other related expenses. 3.7 Utilities. Licensee shall pay for all electricity and other utilities it uses. If separate metering is unavailable,Licensee shall pay a share of such costs as allocated by Licensor. 4. TERM 4.1 Term of Agreement. The term of this Agreement shall commence on the Term Commencement Date and expire immediately prior to the expiration or termination of the Prime Lease(the"Term"). 4.2 INTENTIONALLY DELETED 4.3 INTENTIONALLY DELETED 5. PAYMENTS 5.1 Method of Payment. All payments due hereunder shall be made by check payable to Crown Castle South LLC,PO Box 301334;Dallas,TX 75303-1334. Licensee shall include the JDE Business Unit No. 802222 on or with each payment. 5.2 INTENTIONALLY DELETED 5.3 INTENTIONALLY DELETED 5.4 Taxes,Fees and Assessments. Licensee shall pay directly to the applicable Government Entity or to Licensor if Licensor is invoiced by such Government Entity,all taxes,fees,assessments or other charges assessed by any Government Entity against the Equipment and/or Licensee's use of the Site or the Licensed Space. Licensee Prepared by: S. Taylor Prepared on: October 14, 2015 5 Revised on: 6/2/2016 8:01 AM CROWN CASTLE STANDARD FORM GOVERNMENT ENTITY TLA 2-21-07 Customer Site Name: N/A Crown Site Name: FL LAKE STREET BSI 802222 Customer Site Number: N/A JDE Business Unit: 802222 License Identifier: 479987 shall pay to Licensor or the appropriate taxing authority,if and when due,any sales,use,ad valorem or other taxes or assessments which are assessed or due by reason of this Agreement or Licensee's use of the Site or the Licensed Space. 6.INTERFERENCE 6.1 Interference to Licensee's Operations. Licensor agrees that neither Licensor nor Licensor's other users of the Site or property adjacent to the Site controlled or owned by Licensor, whose equipment is installed or modified subsequently to Licensee's Equipment("Subsequent Use"), shall permit their equipment to interfere with Licensee's permitted transmissions or reception. In the event that Licensee experiences RF interference caused by such Subsequent Use,Licensee shall notify Licensor in writing of such RF interference and Licensor shall cause the party whose Subsequent Use is causing said RF interference to reduce power and/or cease operations in order to correct and eliminate such RF interference within seventy-two(72)hours after Licensor's receipt of such notice. In the event Licensor is notified of any RF interference experienced by Licensee alleged to be caused by a Subsequent Use,the entity responsible for the Subsequent Use shall be obligated to perform(or cause to be performed)whatever actions are commercially reasonable and necessary at no cost or expense to Licensee to eliminate such RF interference. Licensor further agrees that any licenses or other agreements with third parties for a Subsequent Use will contain provisions that similarly require such users to correct or eliminate RF interference with Licensee's operation of its Equipment following receipt of a notice of such interference. 6.2 Interference by Licensee. Notwithstanding any prior approval by Licensor of Licensee's Equipment,Licensee agrees that it will not allow its Equipment to cause RF interference to Licensor and/or other pre- existing uses of users of the Site in excess of levels permitted by the FCC. If Licensee is notified in writing that its operations are causing such RF interference,Licensee will immediately take all necessary steps to determine the cause of and eliminate such RF interference. If the interference continues for a period in excess of seventy-two(72)hours following such notification,Licensor shall have the right to require Licensee to reduce power and/or cease operations until such time as Licensee can make repairs to the interfering Equipment. In the event that Licensee fails to promptly take such action as agreed,then Licensor shall have the right to terminate the operation of the Equipment causing such RF interference, at Licensee's cost, and without liability to Licensor for any inconvenience, disturbance, loss of business or other damage to Licensee as the result of such actions.Licensee shall indemnify and hold Licensor and its subsidiaries and affiliates harmless from all costs, expenses, damages, claims and liability that result from RF interference caused by Licensee's Equipment. 7. RELOCATION OF EQUIPMENT BY LICENSOR 7.1 Relocation of Equipment at Licensor's Option. Licensor shall have the right to change the location of the Equipment(including re-location of Equipment on the tower to an elevation used by other licensees) upon sixty (60)days written notice to Licensee,provided that said change does not,when complete, materially alter the signal pattern of the Equipment existing prior to the change.Any such relocation shall be performed at Licensor's expense and with reasonably minimal disruption to Licensee's operations and shall be evidenced by an amendment to this Agreement. 7.2 INTENTIONALLY DELETED 8. RF EXPOSURE Licensee agrees to reduce power or suspend operation of its Equipment if necessary and upon reasonable notice to prevent exposure of workers or the public to RF radiation in excess of the then-existing regulatory standards. Prepared by: S. Taylor Prepared on: October 14, 2015 6 Revised on: 6/2/2016 8:01 AM CROWN CASTLE STANDARD FORM GOVERNMENT ENTITY TLA 2-21-07 Customer Site Name: N/A Crown Site Name: FL LAKE STREET BSI 802222 Customer Site Number: N/A JDE Business Unit: 802222 License Identifier: 479987 9. LIENS Licensee shall keep the Licensed Space, the Site and any interest it or Licensor has therein free from any liens arising from any work performed, materials furnished or obligations incurred by or at the request of Licensee, including any mortgages or other financing obligations,and shall discharge any such lien filed,in a manner satisfactory to Licensor,within thirty(30)days after Licensee receives written notice from any party that the lien has been filed. 10. MUTUAL INDEMNIFICATION Each party shall indemnify, defend and hold the other party, its affiliates, subsidiaries, directors, officers, employees and contractors, harmless from and against any claim, action, damages, liability, loss, cost or expense (including reasonable attorney's fees), resulting from or arising out of the indemnifying party's and/or any of its contractors',subcontractors',servants', agents' or invitees' use or occupancy of the Site. 11. INSURANCE Licensee shall carry commercial general liability insurance on a form providing coverage at least as broad as the ISO CG 0001 10 01 policy form covering its occupancy and use of the Site.Licensee shall ensure that its policy, and that its independent contractors'policies,be endorsed to cover Licensor as an additional insured on a primary and non-contributory basis with Licensor's policies on a form that does not exclude the concurrent negligence of the additional insured.At a minimum,Licensee and all parties accessing the Site for or on behalf of Licensee(other than independent contractors of Licensee, which must provide coverage as separately specified by Licensor) shall obtain the following insurance coverage: (i) statutory workers' compensation including employer's liability with the following limits: $1,000,000 per accident; $1,000,000 disease, each employee; and $1,000,000 disease policy limit; (ii) commercial general liability covering bodily injury, death and property damage including, but not limited to, coverage for explosion, collapse and underground exposures (XCU) and products/completed operations with limits not less than $1,000,000 per occurrence, combined single limit with a $2,000,000 general policy aggregate and a separate products/completed operations aggregate of$2,000,000; (iii)automobile liability covering all owned,hired and non-owned vehicles with combined single limits not less than $1,000,000 per accident; (iv) umbrella liability insurance of$5,000,000; and(v) commercial all risk of loss fire with extended coverage insurance covering all of Licensee's equipment and improvements at the Site.The commercial general liability limits identified above shall be increased on every tenth(10")anniversary of this Agreement by twenty-five percent(25%)over the limit of insurance for the immediately preceding ten (10)year period. All insurers will carry a minimum A.M. Best A-(FSC VIII) or equivalent rating and must be licensed to do business in the state where the Site is located. All policies required to be provided pursuant to this section shall contain a waiver of subrogation in favor of Licensor. The insurance requirements in this Agreement shall not be construed to limit or otherwise affect the liability of the Licensee.Licensee shall provide certificates of insurance evidencing said coverage to Licensor upon execution of this agreement and at least annually as the policies renew. Any failure on the part of Licensor to request the required certificates of insurance shall not in any way be construed as a waiver of any of the aforesaid insurance requirements.Licensee shall agree to provide a copy of said policies upon receipt of written request by Licensor. Licensee agrees to provide notice to Licensor within two(2)business days of receipt of any cancellation notice of any of the required insurance policies. 12. CASUALTY OR CONDEMNATION 12.1 Casualty. In the event that the Site, or any part thereof, is damaged by fire or other casualty not caused by Licensee, Licensor shall have ninety (90) days from the date of damage, if the damage is less than total destruction of the Site, in which to make repairs,and one hundred and eighty (180)days from date of destruction, if the Site(including the tower structure)is destroyed,in which to replace the destroyed portion of the Site. If Licensor fails for any reason to make such repair or restoration within the stipulated period and the damage or destruction effectively precludes Licensee's use of the Site as authorized under this Agreement,then either party may,at its option, Prepared by: S. Taylor Prepared on: October 14, 2015 7 Revised on: 6/2/2016 8:01 AM CROWN CASTLE STANDARD FORM GOVERNMENT ENTITY TLA 2-21-07 Customer Site Name: N/A Crown Site Name: FL LAKE STREET BSI 802222 Customer Site Number: N/A JDE Business Unit: 802222 License Identifier: 479987 terminate this Agreement without further liability of the parties,as of the date of partial or complete destruction. If, for any reason whatsoever, Licensee's use of the Site is interrupted due to casualty,Licensee's sole remedy shall be the aforementioned right to terminate this Agreement. Except with regard to repair of the Site as stated in this Section 12.1,Licensor shall not be responsible for any damage caused by vandalism or acts of God. In no event shall Licensor be liable to Licensee for damage to the Equipment or interruption or termination of Licensee's operations caused by forces majeure or acts of God. 12.2 Condemnation. If any part of the Site shall be taken under the power of eminent domain Licensor and Licensee shall be entitled to assert their respective claims in accordance with applicable state law. 13. DEFAULT,REMEDIES,WAIVER OF CONSEQUENTIAL DAMAGES Each of the following shall constitute an Event of Default hereunder:(i)Licensee's failure to pay any amount due hereunder within ten(10)days after receipt of written notice from Licensor that said payment is delinquent; (ii) Licensee's engagement of a vendor not approved by Licensor to perform Work on the Site in violation of the requirements of Section 2.5 above; (iii) Licensee's breach of this Agreement by installing Equipment or making a Modification other than as permitted hereunder as described in Section 2.7 above;(iv)Licensee's violation of the Site and/or tower access limitations in Section 3.2 above; (v) Licensee's failure to stop its Equipment from causing RF interference to Licensor and/or other pre-existing uses of users of the Site in violation of the requirements of Section 6.2 above; and(vi) either party's failure to cure any breach of any other covenant of such party herein within thirty (30)days after receipt of written notice from the non-breaching party of said breach, provided,however, such thirty (30)day cure period shall be extended upon the breaching party's request if deemed by the non-breaching party to be reasonably necessary to permit the breaching party to complete the cure,and further provided that the breaching party shall commence any cure within the thirty (30) day period and thereafter continuously and diligently pursue and complete such cure. In the Event of Default by Licensee,Licensor shall have the right to terminate this Agreement as set forth in Section 19.3 below. All delinquent amounts shall bear interest at the lesser of one and one-half percent(1 1/z%)per month,or the maximum amount permitted by law. Except as otherwise provided herein,neither parry shall be liable to the other for consequential, indirect, special, punitive or exemplary damages for any cause of action whether in contract,tort or otherwise,hereunder to the extent allowed by law. 14. USE OF HAZARDOUS CHEMICALS Licensee must inform Licensor if it will house batteries or fuel tanks at the Site. The use of any other hazardous chemicals at the Site requires Licensor's prior written approval. Licensee agrees to provide to Licensor no later than each January 15th,an annual inventory of its hazardous chemicals at the Site. 15. GOVERNING LAW,VENUE The laws of the state where the Site is located, regardless of conflict of law principles, shall govern this Agreement,and any dispute related to this Agreement shall be resolved by arbitration or litigation in said state. 16. ASSIGNMENT,SUBLEASE,SHARING This Agreement may not be sold, assigned or transferred, in whole or in part,by Licensee without the prior written approval or consent of Licensor, which consent may be withheld at Licensoe's sole discretion. Any such assignment shall be evidenced by a form provided by Licensor and executed by Licensor,Licensee and the assignee. Licensee shall not sublease or license its interest in this Agreement,either directly or through subsidiaries or affiliated entities. Licensee shall not share the use of its Equipment with any third party. Notwithstanding the foregoing, Licensee may allow other government entities, agencies and departments to benefit from the operation of the Prepared by: S. Taylor Prepared on: October 14, 2015 8 Revised on: 6/2/2016 8:01 AM CROWN CASTLE STANDARD FORM GOVERNMENT ENTITY TLA 2-21-07 Customer Site Name: N/A Crown Site Name: FL LAKE STREET BSI 802222 Customer Site Number: N/A JDE Business Unit: 802222 License Identifier: 479987 Equipment, provided that any access to the Site by such other government entities, agencies or departments is expressly prohibited and shall be deemed to be a violation of the access limitations set forth in Section 3.2 above. 17. NOTICES All notices hereunder shall be in writing and shall be given by(i)established express delivery service which maintains delivery records, (ii) hand delivery or (iii) certified or registered mail, postage prepaid, return receipt requested. Notices may also be given by facsimile transmission,provided the notice is concurrently given by one of the above methods. Notices are effective upon receipt,or upon attempted delivery if delivery is refused or if delivery is impossible.The notices shall be sent to the parties at the following addresses: As to Licensee: City of Winter Springs 1126 East State Road 434 Winter Spings,FL 32708 Telephone Number:(407)327-5960 Facsimile Number:N/A As to Licensor: Crown Castle South LLC 2000 Corporate Drive Canonsburg,PA 15317 Attention: Legal Department Telephone Number: (724)416-2000 Facsimile Number: (724)416-2353 Licensor or Licensee may from time to time designate any other address for this purpose by giving written notice to the other party. 18. PRIME LEASE AGREEMENT Licensor and Licensee acknowledge that Licensee's use of the Site is subject and subordinate to the Prime Lease. A redacted copy of the Prime Lease is attached as Exhibit D hereto. Licensee agrees to be bound by and to perform all of the duties and responsibilities required of the lessee,grantee or licensee as set forth in the Prime Lease to the extent they are applicable to the access to and use of the Site. 19. TERMINATION 19.1 Withdrawal or Termination of Approval or Permit. In the event any previously approved zoning or other permit of a Government Entity affecting the use of the Site as a communications facility is withdrawn or terminated,this Agreement shall be deemed to have been terminated effective as of the date of the termination of the permit or approval. 19.2 Termination of Prime Lease. In the event that the Prime Lease terminates for any reason, this Agreement shall be deemed to have terminated effective as of the date of the termination of the Prime Lease. 19.3 Termination in the Event of Default. In the Event of Default by either party (the "defaulting party"),the other party(the"non-defaulting party")may terminate this Agreement by providing written notice of such termination to the defaulting party. Such written notice shall describe(i)the Event of Default,and(ii)in the case of a breach that could have been cured in accordance with Article 13,the defaulting party's failure to cure such breach within the stipulated cure period. The non-defaulting party's right to terminate this Agreement pursuant to this Section Prepared by: S. Taylor Prepared on: October 14, 2015 9 Revised on: 6/2/2016 8:01 AM CROWN CASTLE STANDARD FORM GOVERNMENT ENTITY TLA 2-21-07 Customer Site Name: N/A Crown Site Name: FL LAKE STREET BSI 802222 Customer Site Number: N/A JDE Business Unit: 802222 License Identifier: 479987 19.3 is in addition to any other rights and remedies provided to the non-defaulting party by law or under this Agreement. 20. NO WAIVER No provision of this Agreement will be deemed to have been waived by either party unless the waiver is in writing and signed by the party against whom enforcement is attempted. 21. NON-DISCLOSURE The parties agree that except to the extent required by law,without the express written consent of the other party, neither party shall reveal, disclose or publish to any third party the terms of this Agreement or any portion thereof, except to such party's auditor, accountant, lender or attorney or to a Government Entity if required by regulation, subpoena or government order to do so. Notwithstanding the foregoing, either party may disclose the terms of this Agreement to any of its affiliated entities,and Licensor may disclose the terms of this Agreement to any of its lenders or creditors or to third parties that are existing or potential lessees or licensees of space at the Site as may be reasonably necessary with respect to the operation,leasing,licensing and marketing of the Site,including,without limitation, terms relating to Licensee's permitted frequencies for the purposes of RF compliance tests and terms relating to Licensee's Equipment installed,or to be installed,on the tower for the purposes of structural analysis. 22. SUBORDINATION,NON-DISTURBANCE,ATTORNMENT 22.1 Subordination. Subject to Section 22.2, this Agreement and Licensee's rights hereunder are and will be subject and subordinate in all respects to:(i)the Security Instrument from Licensor in favor of Lender insofar as the Security Instrument affects the property of which the Site forms a part; (ii) any and all advances to be made thereunder; and(iii)any and all renewals, extensions,modifications,consolidations and replacements thereof. Said subordination is made with the same force and effect as if the Security Instrument had been executed prior to the execution of this Agreement. 22.2 Non-Disturbance. The subordination described in Section 22.1 is conditioned upon the agreement by Lender that, so long as this Agreement is in full force and effect and Licensee is not in material default(beyond applicable notice and cure periods)hereunder,Lender,for itself and on behalf of its successors in interest,and for any Acquiring Party, agrees that the right of possession of the Site and all other rights of Licensee pursuant to the terms of this Agreement shall remain in full force and effect and shall not be affected or disturbed by Lender in the exercise of its rights under the Security Instrument. 22.3 Liability of Parties.Licensee and Licensor agree(i)that any Conveyance shall be made subject to this Agreement and the rights of Licensee hereunder and(ii)that the parties shall be bound to one another and have the same remedies against one another for any breach of this Agreement as Licensee and Licensor had before such Conveyance; provided, however, that Lender or any Acquiring Party shall not be liable for any act or omission of Licensor or any other predecessor-in-interest to Lender or any Acquiring Party. Licensee agrees that Lender may join Licensee as a party in any action or proceeding to foreclose, provided that such joinder is necessary to foreclose on the Security Instrument and not for the purpose of terminating this Agreement. 22.4 Attornment. Licensee agrees that,upon receipt by Licensee of notice to attorn from Lender or any Acquiring Party, along with reasonable supporting documentation, (i) Licensee shall not seek to terminate this Agreement and shall remain bound under this Agreement, and (ii) Licensee shall attorn to, accept and recognize Lender or any Acquiring Party as the licensor or lessor hereunder pursuant to the provisions expressly set forth herein for the then remaining balance of the Term of this Agreement and any extensions or expansions thereof as made pursuant hereto. Licensee agrees,however,to execute and deliver,at any time and from time to time,upon the request Prepared by: S. Taylor Prepared on: October 14, 2015 10 Revised on: 6/2/2016 8:01 AM CROWN CASTLE STANDARD FORM GOVERNMENT ENTITY TLA 2-21-07 Customer Site Name: N/A Crown Site Name: FL LAKE STREET BSI 802222 Customer Site Number: N/A JDE Business Unit: 802222 License Identifier: 479987 of Lender or any Acquiring Party any reasonable instrument which may be necessary or appropriate to evidence such attornment. 23. NO WAIVER OF SOVEREIGN IMMUNITY No provision of this agreement is intended to be construed or interpreted as a waiver or limitation of the Licensee's right to sovereign immunity under Section 768.28,Florida Statutes,or other applicable law. [Remainder of Page Intentionally Left Blank] Prepared by: S. Taylor Prepared on: October 14, 2015 11 Revised on: 6/2/2016 8:01 AM CROWN CASTLE STANDARD FORM GOVERNMENT ENTITY TLA 2-21-07 Customer Site Name: N/A Crown Site Name: FL LAKE STREET BSI 802222 Customer Site Number: N/A JDE Business Unit: 802222 License Identifier: 479987 IN WITNESS WHEREOF,the parties hereto have set their hands and affixed their respective seals the day and year first above written. Licensor Crown Castle South LLC / By: Date: Print Name: JOHN Title: LjutmSINO MANAGER Licensee City of Winter Springs / By: Date: Print Name: .1,,�-�, ro Title: MArj,"t606- Prepared by: S. Taylor Prepared on: October 14, 2 015 12 Revised on: 6/2/2016 8:01 AM CROWN CASTLE STANDARD FORM GOVERNMENT ENTITY TLA 2-21-07 Customer Site Name: N/A Crown Site Name: FL LAKE STREET BSI 802222 Customer Site Number: N/A JDE Business Unit: 802222 License Identifier: 479987 EXHIBIT A to Government Entity Tower License Agreement SITE AND ACCESS AREA LEGAL DESCRIPTIONS See Attached Prepared by: S. Taylor Prepared on: October 14, 2015 13 Revised on: 6/2/2016 8:01 AM CROWN CASTLE STANDARD FORM GOVERNMENT ENTITY TLA 2-21-07 LAND DESCR[PMON. A PARCEL OF l.ANO ZMNO A PCRTM OF LJOT,ICC, BLOCK D. CIr TH>; Pt,.AT 11AL MIT04LLL% SURVEY OF THC LM GRANT ON LAXE JESWP;g AS RIEWACIM IN M.AT D=K i, PA49 � OF.THE Ptl9UC RECORM CO- MINOLE COt.NM. FLCA)0A. WNC MORE, FARTICiJtItilR Y Q jWO' AS FtWOW& CGMMeNCING AT THE NOR71-WT CORNER OF NZ PLAT 'NCRTi�! CiO lRANCHE3 StC. I R. AS F&CORM IN PLAT, BOOK 12 PAGE 3. OF THE PUBI:I+G _. RaOROS CF' SEWNCLE COUNTY, FLMDA; 7HENCE SCLI?)I 07`31'17"'' WIT ALONG THE EAST RICH7 OF WAY UNE F01e SHORE ROAD A$ Sf O"4 ON, UD F LATs, A DISTANCE CF 20.41 FEET; THENC£-G£I?+>kR71INC SAID RIGHT Of WAY. HCRTH D7'37'5O4 EAST A DISTA.NCe CF 1680. 1 FI•ET. THENCE SOUTH 00-12'C5" EAST, A CISTANCE Or'2&a0 "Xr TO THE POINT Or BEONWH .' I HEN�;E =NTiNUE ,$G�1 H 06="W EAZT, A'WS'TANCE CO 1t moo •mr,' TMENa SCUTH 83'37'31'.W T. A DIET+ H+ X OF V00..00 FErr4 THIENCE IWIN 06"=0S' WST, A DISTANCE OF 100,00 ,MT; IliENC£ NORTH a3'V55" FAST, A OIVANCE,� 100.00 FEEL' TO:-," POINT OF SEQIN14:144. WW LANDS SITUATE IN THE CITY'CW MNTEA S'PMN03. MAIN= CCM`T%r, FLC70Il0A ANO CCNTAIN 10,WO SQUARE FEU. kORE C R LSD. 8P i }, P ,oitw •.,,,rza s 1 lit !Y ii IL -�r- -- b CO _ '� / if 4 1i Oil F :,�;u: !• � � 1'Y!ii�ll, tdUU 11, SQ Ali o Customer Site Name: N/A Crown Site Name: FL LAKE STREET BSI 802222 Customer Site Number: N/A JDE Business Unit: 802222 License Identifier: 479987 EXHIBIT B to Government Entity Tower License Agreement APPROVED SITE ENGINEERING APPLICATION AND TOWER LEVEL DRAWING See Attached Prepared by: S. Taylor Prepared on: October 14, 2015 14 Revised on: 6/2/2016 8:01 AM CROWN CASTLE STANDARD FORM GOVERNMENT ENTITY TLA 2-21-07 CCIsitesTM : Crown Castle Online Application Page 1 of 3 CROWN CASTLE Customer Approved: Oct 13 2015 Application ID: 311791 Revision # 1 Submitted: Oct 02 2015 Submitted By: Elizabeth Lamb Original Submit Date: Oct 02 2015 Desired Install Date: N/A Reason for Application: First time antenna installation JDE Job Number 349824 at this site Applications are subject to applicable Crown Castle engineering, regulatory,zoning/planning,and priority property-owner approval.Approval conditions may result in alternative requirements for type and/or placement of equipment.Approval conditions may also lead to additional or revised engineering analysis at Crown Castle discretion and upon consent of the customer. Company Information Site Information MLA: Stand Alone Agreement-TLA Crown Castle FL LAKE STREET BSI 802222 Company: City of Winter Springs Site Name: Address: 1126 EAST STATE ROAD 434 Crown Castle 802222 Site ID: City/Town: WINTER SPRINGS Crown Castle State: FL Postal Code: 32708 District: Florida Customer Job N/A Address: 411 Shore Road Number: City/Town: Winter Springs Customer N/A State: FL Postal Code: 32708 Payment Reference: County: Seminole Customer Latitude: 281 41' 19.36" Longitude: -811 16'55.71" Site Name: N/A Structure MONOPOLE Structure 160 ft Customer Type: Height: Site Number: N/A Legal Entity Information Operating Legal Entity: City of Winter Springs Primary Contact: Shawn Boyle Phone: 407-327-5960 E-mail: sboyle @winterspringsfl.org Fax: N/A Address: 1126 East SR 434 City/Town: Winter Springs State: FL Postal Code: 30000 RF Contact: Kevin Smith Phone: 407-327-5957 E-mail: ksmith @winterspringsfl.org Project Management Vendor Project Management Vendor: Crown Castle- PMV Service Information Frequencies Transmit Receive Svc Technology EIRP(WATTS) Std Frequency Start Stop Start Stop MHZ/GHZ 1 Analog 250.0 146.61 147.39 144.6 146.37 MHZ http://www.ccisites.com/engapplic/AppTrkEngPrint.do?command=View&printMode=tru... 10/14/2015 CCIsitesTM : Crown Castle Online Application Page 2 of 3 2 Analog 250.0 447.0 450.0 442.0 445.0 MHZ Antenna Information Cust Mount Class/ C Line Mount Mfg./ TransmitTransmit Receive Receive Pos.CAD Mount Elev Level Azimuth Model Svc Start Stop Start Stop Use Orient Status A Side Arm 155 145.0 0 SINCLAIRI 146.61 147.39 144.6 146.37 TX/RXMid- Proposed Mount FT SC281- Mount Side Arm HL Mount[SO 308-1] B Side Arm 155 145.0 0 SINCLAIR2 447.0 450.0 442.0 445.0 TX/RXMid- Proposed Mount FT SC329- Mount Side Arm HL Mount[SO 308-1] Feedline Information Pos.Customer Mount Class Qty Mfg. Model Length Location Ladder Type Status A Side Arm Mount 1 Primary: COMMSCOPE FXL 540 PE 205.0 INTQ1 None Proposed Secondary: N/A B Side Arm Mount 1 Primary: COMMSCOPE FXL 540 PE 205.0 INTQ1 None Proposed Secondary: N/A Optional Component Information Tower Mounted Equipment Pos.Customer Mount Class Qty. Mfg. Model Type Elevation Status A Side Arm Mount N/A N/A N/A N/A N/A N/A B Side Arm Mount N/A N/A N/A N/A N/A N/A Power Requirements VAC Need Crown Power Phase Amps N/A No N/A 0 Lease, Pad, and Building Requirements Building Building Id#: N/A Building Type: N/A Length Width Height SQ. Footage Irregular Status SQ. Footage Lease 5ft Oin 5ft Oin N/A N/A 25.0 N/A PRPSD Pad 5ft Oin 5ft Oin N/A N/A 25.0 N/A PRPSD Building N/A N/A N/A N/A N/A N/A N/A N/A N/A Other Pad Requirements No cabinets, dishes or other pads exist for this application Number of Existing Cabinets: 0 Number of Proposed Cabinets: 1 Generator Requirements No generators exist for this application Battery Requirements Is Battery Backup Required? No Type Qty. Mfg. Model http://www.ccisites.com/engapplic/AppTrkEngPrint.do?command=View&printMode=tru... 10/14/2015 CCIsitesTM : Crown Castle Online Application Page 3 of 3 N/A 0 N/A N/A N/A 0 N/A N/A Scope of Work/Additional Information Scope of Work: City of Winter Springs proposing to install VHF and UHF repeaters: 1 Sinclair SC281HL and 1 SC329 and 2 1/2"coax. Will install a cabinet to house repeater equipment and grounding equipment at 155' with their mount at 145'. Proposing a lease area of 5'x5'and a cabinet approximately 58"H x 39"W x 25"D. **Indicates where Cut Sheet data has been entered. NOTICE: Structural Analysis shall be performed in accordance with the current revision of the TIA/EIA 222 standard and applicable local building permit codes and standards. EME analysis shall be consistent with current revision of FCC/OSHA standard OETB 65.AM detuning,when required,will be performed to 47 CFR22.371.The customer is responsible for all analysis expenses.All construction drawings are subject to Crown Castle engineering approval prior to commencement of tower attachments and compound installations.Installation of equipment not conforming to approved drawings may violate the terms of the occupancy agreement and will be corrected at the customer's expense. Crown Castle requires drawings for pre-construction approval and as built drawings for physical configuration validation to be submitted as unlocked AutoCAD files (Version 2000i preferred). Appendix A-Antenna, Feedline,THE Specifications Antenna Specifications Quantity Manufacturer Model Type Height Width Depth Weight Flat Plate Area 1 SINCLAIR SC329-HL OMNI 138.5 IN 2.0 IN 2.0 IN 12.0 LBS 1.18 FT2 1 SINCLAIR SC281-HL OMNI 248.5 IN 5.0 IN 5.0 IN 79.0 LBS 5.3 FT2 Feedline Specifications Quantity Manufacturer Model Nominal Size Nominal O.D. 2 COMMSCOPE FXL 540 PE 1/2" 0.61 IN http://www.ccisites.com/engapplic/AppTrkEngPrint.do?command=View&printMode=tru... 10/14/2015 J W ZW W � � w V e m $ E LL� a o s O a oa e w rcrc° d � 3 rva o=ron E� w owz - L X 0 U a NA9 1011111:)S30 31V0'ON ry SNOISIAI2 0 0 _ _ g - ~w Q 0 3 0 ° \ co cc ''Q- ^ U) cc LL E v 5 O 1 U z w - - Q w � � W W L� _ — Z O a- O 0 O Of m - 3 Q � O 3 Q J w jJ O :A36 Hsu tc Cl ddv e0/n/L31tld (-)Ala 09OOk-N3d-0N3 Customer Site Name: N/A Crown Site Name: FL LAKE STREET BSI 802222 Customer Site Number: N/A JDE Business Unit: 802222 License Identifier: 479987 EXHIBIT C to Government Entity Tower License Agreement SITE PLAN;LOCATION AND DIMENSIONS(LENGTH,WIDTH,HEIGHT) OF EQUIPMENT BUILDING/FLOOR SPACE AND ANY OTHER INSTALLATION AT THE SITE See Attached Prepared by: S. Taylor Prepared on: October 14, 2015 15 Revised on: 6/2/2016 8:01 AM CROWN CASTLE STANDARD FORM GOVERNMENT ENTITY TLA 2-21-07 MdV ONflOdW00) I ° I I (aivo) „0-,Zl „L-,9 „Ll-,LZ „9-,Zl „9-,9L I I I I °wz I moo a- I I I .I I - I 3 w d � I � ° U Z 0 v 3 r - w� I LTA L --J I I I V aax° 0o � I Jfl Jfl I I w I I - 3 _ zi o�a" I I I I „0-,91 „0-,OL I I I� r � o� : Q -o Customer Site Name: N/A Crown Site Name: FL LAKE STREET BSI 802222 Customer Site Number: N/A JDE Business Unit: 802222 License Identifier: 479987 EXHIBIT D to Government Entity Tower License Agreement PRIME LEASE AGREEMENT See Attached Prepared by: S. Taylor Prepared on: October 14, 2015 16 Revised on: 6/2/2016 8:01 AM CROWN CASTLE STANDARD FORM GOVERNMENT ENTITY TLA 2-21-07 I also 111IM1iiI11U1sWlilUllliilll 111B111i1 VARYANNE MORSE, CLERK 13F CIRCUIT COURT SENINOLE CWNTY SK 04848 PG 0980 CLERK' S # 2003893768 RECORDED 86/03/2083 82:53:34 PM RECORDING FEES 123.80 RECORDED BY G Harford After recording,please return to: Indexing Cross Reference: Cindy Sanner, Property Manager See Exhibit A Crown Castle USA Inc. 6306 Benjamin Rd,, Ste. 604 Tampa, PL 33634 STATE OF FLORIDA } } COUNTY OF SEMNOLE ) SITE DESIGNATION SUPPLEMENT AND MEMORANDUM OF SUBLEASE THIS SITE DESIGNATION SUPPLEMENT AND MEMORANDUM OF SUBLEASE (the "Supplement"), made effective as of the Site Commencement Date (as defined below), by and between BELLSOU TH MOBILITY LLC, a Georgia Limited Liability Company dlbla Cingular Wireless, which is the successor to BellSouth Mobility Inc, a Georgia corporation,with a principal address , Attn: Real Estate Department (` ansferring Entity"), and CROWN CASTLE SOUTH LLC, a Delaware limited liab' ity company, with a principal address at c/o Crown Communication Inc.,2000 Corp o to Drive,Canonsburg, Pennsylvania 15317, Attn: Real Estate Department{"TowerCo"). t'°O �L.4&Pnc-fee" r-••L- L.aaL Vit.,JvZ LEGIBILITY UNSATISFACTORY rVore.+o-s, GA �,r60-71 WITNESSETH: FOR SCAN#1NQ WHEREAS, reference is hereby made to that certain Sublease dated June 1, 1999 (the "Sublease"), by and among Transferring Entity, the other transferring entities named therein, Crown Castle International Corp., a Delaware corporation, and TowerCo; Site Name: Lake Street Prepared by: JAWilliarns Site Number: 802222 Prepared on: 4/23102 FL Leased Site: Version 1-24-02 A11,UB01 964MI r_ By(initial$) `�`� paw b(9 a Bazzr,SUN Cr "If 4 ..„ F ry + SA ai FILE NUM 2003093788 OR BOOK 04848 PAGE 0981 WHEREAS, the parties desire that the terms and conditions of the Sublease shall govern the relationship of the parties under this Supplement, and each party executing this Supplement that is not an original party to the Sublease hereby ratifies and agrees to be bound by and perform the obligations applicable to such party as set forth in the Sublease and this Supplement; and WHEREAS,pursuant to that certain lease between City of Winter Springs (the"Ground Lessor") and Transferring Entity, dated November 7, 2000 (as may have been amended, the "Ground Lease"), the recorded copy or memorandum of which is referred to in Exhibit A, Transferring Entity is the lessee of that certain real property described therein, and the owner of certain improvements located thereon as more particularly described on Exhibits B, C and D attached hereto and incorporated herein by reference(the"Site"); NOW, THEREFORE, for valuable consideration, the receipt, adequacy and sufficiency of which is hereby acknowledged by the parties hereto, the parties hereby agree as follows: 1. Sublease and Defined Terms. Unless otherwise defined herein, capitalized terms shall have the meaning set forth in the Sublease. The parties agree that, except as otherwise set forth herein, the terms and conditions of the Sublease shall govern the relationship of the parties under this Supplement and the Sublease is incorporated herein by reference. In the event of a conflict or inconsistency between the terms of the S blease and this Supplement, the terms of the Sublease shall govern and control,except as expres ly set forth herein. 2. Demise. Pursuant to the Sublease, Transferring Entity hereby subleases to TowerCo, and TowerCo hereby subleases from Transferring Entity, the Subleased Property of the Site. 3. Reserved. Space. TowerCo hereby expressly acknowledges that, in accordance with the Sublease, the Subleased Property does not include, and the Transferring Entity has reserved and excepted from the Sublease pursuant.to this Supplement, the Reserved Space as shown on Exhibits B, C and D attached hereto and incorporated herein by this reference. Notwithstanding any errors or imprecisions in the descriptions and depictions set forth on Exhibits B, C and D attached hereto and incorporated herein by this reference,TowerCo further expressly acknowledges that the Reserved Space includes, without limitation, all portions of the Site utilized or occupied by the Transferring Entity or any other BMI Affiliate as of the date of this Supplement for the use, enjoyment, operation or maintenance of its Communications Facility. TowerCo further expressly acknowledges that, in accordance with the Sublease, the Reserved Space includes,without limitation: (i)the Transferring Entity's Improvements set forth in Exhibit E attached hereto; (ii)the nonexclusive rights of ingress to and egress from the entire Site, and access to the entire Tower and all Improvements (including any and all easements), at such times (on a 24-hour, seven (7) day per week basis), to such extent, and in such means and manner (on foot or by motor vehicle) as the Transferring Entity deems necessary or desirable for its full use and enjoyment of the Reserved Space; (iii) the right to use any portion of the Subleased Property, including the Land and Improvements thereof, for purposes of temporary location and storage of any equipment (including Communications Equipment) and any part Site Name: Lake Street Prepared by: 3AWilliarns Site Number: $42222 Prepared on: 4/23102 FL Leased Site: 2 FILE NUM 2003093788 OR BOOK 04846 PAGE 0992 thereof in connection with performing any repairs or replacements of the Improvements; and(iv) any and all rights pursuant to Sections 5(c) and 25 of the Sublease and all appurtenant rights reasonably inferable to permit the Transferring Entity's full use and enjoyment of the Reserved Space, including without limitation, the appurtenances specifically described in Section 5 of the Sublease. For purposes of Section 25 of the Sublease, the weights and sail area of the panel antennas comprising a portion of Transferring Entity's Tower-mounted Communications Equipment is set forth on Exhibit F. In addition to and not in limitation of the foregoing, the Reserved Space of the Site also includes (i)space for, and shall be capable of supporting: (x) up to twelve (12) panel antennas consistent with the twelve (12) panel antenna arrays and related equipment specified in Annex B to the Construction Agreement,regardless of the actual number of antennas and related equipment placed on the Reserved Space of the Site at the time of the execution hereof, and (y)a microwave dish placed seventeen feet (IT)below (measured center- line to center-line) the location of such panels, subject to Section 5 of the Sublease, and (ii) a sector frame for such antennas. 4. Term/Site Commencement Date. The Term of the Sublease as to the Subleased Property of the Site pursuant to this Supplement shall commence effective as of March 6, 2001 (the "Site Commencement Date") and shall terminate on the date which is one day before the Ground Lease expires in accordance with its terms (including any extensions or renewals thereof), unless terminated earlier in accordance with the terms of the Sublease. 4 5. Rent. TowerCo shalt pay to BMI the Site Payment calculated in accordance with Section 11 of the Sublease. 6. Notice. All notices hereunder shall be deemed validly given if given in accordance with the Sublease. 7. 'Governing Law. Notwithstanding the terms of the Sublease, this Supplement shall be governed by and construed in accordance with the laws of the State in which the Subleased Property is located. 8. Modifications. This Supplement shall not be amended, supplemented or modified in any respect, except pursuant to written agreement duly executed by the parties in the same manner in which the Sublease was executed. 9. Counterparts. This Supplement may be executed in several counterparts,each of which shall be deemed an original, and all of such counterparts together shall constitute one and the same instrument. Site Name: Lake Street Prepared by: JAWilliams Site Number: 802222 Prepared on: 4/23102 FL Leased Site: 3 FILE NUM 2003093788 OR BOOK 04848 PAGE 0983 IN WITNESS WHEREOF, the parties hereto have set their hands as of the Site Commencement Date, as defined above. BELLSOUTH MOBILITY LLC --J a Georgia Limited Liability Company Printed Name: 2 d/b/a Cin Wireless Wi s -L By: ,-,/ Name: Printed N e: ? Title: Witness Senior Manager-Crown Program Address: Suite STATE OF 6JN,0 c ) COUNTY OF The foregoing instrument was acknowledged before me this_C LL day of > Zyo3 , by e I \.7,O ,6' t - �"®f BellSouth Mobility LLC, Georgia Limited Liability Company d/b/a Cingular Wireless, on behalf of the limited liability company. He/she is personally_ known to or has produced as identification. Notary Public My Commission Expires: 3 1 0 [NOTARIAL SEAL] Site Name: Lake Street Prepared by: JAWilliams Site Number., 802222. Prepared on: 4/23102 FL Leased Site: 4 FILE NUM 2003093788 OR BOOK 04648 PAGE 0984 IN WITNESS WHEREOF, the parties hereto have set their hands as of the Site Commencement Date, as defined above. CROWN CASTLE SOUTH LLC a Delaware limited liability company Printed Name: Witness _ By: Name: Henry P ez Printed N d 1 ne Title: Vice President Witness Region: Florida Address: 2000 Corporate Drive Canonsburg,Pennsylvania 15317 STATE OF FLORIDA ) k COUNTY OF PALM BEACH } The foregoing instrument was acknowledged before me this-26,- day of , 2`O LZ, by Henry Perez, Vice President of Crown Castle South LLC,a Delaware 4mted liability company, on behalf of the limited liability company. He/she is personally known to me or has produced as identification. -��lj Notary Public My Commission Expires: r' Tarm Blackwel 3.: W CpMMI XN* 0065760 EMR S [NOTARIAL SEALS w�otcm aour°r`,iu ,�wm,;,c Site Name: Lake Street Prepared by: JAWilliams Site Number: 802222 Prepared on: 4123102 FL Leased Site: 5 AMU= 964072.1 FIDE NUM 2003093788 OR HOOK 04848 PAGE G9&5 EXHMIT A SITE DESCRIPTION See attached recorded Ground Lease and/or recorded Memofandum of Ground Lease. Site Name: Lake Street Prepared by: JAWilliams Site Number: 802222 Prepared on: 4123102 FL Leased Site: A,1 4079 1 LEASE AGREEMENT THIS LEASE A MENT is made this day of NodemtK000,between the CITY OF WINTER SPRINGVorida Municipal Corporation,whose address is 1126 East State Road . 434, Winter Springs, FL 32708, (hereinafter designated "City") and BELLSOUTH MOBILITY authorized to do business in the State of Florida with offices at 5201 C7Congress Avenue, Boca Raton, FL 33487,(hereinafter designated "Tenant"). CJ Ay: A44.41V 44 i7.s sa1E w_mad-e RECITALS: / WHEREAS,v Tenant desires to lease from City the real property for purposes of constnicting, operating, and maintaining a telecommunications tower and antennae and related appurtenances for purposes of providing wireless telecommunication services;and WHEREAS,by adopting the Telecommunications Act of 1996,the United States Congress La has indicated that the development of telecommunications infrastructure is a national priority; and �v WHEREAS, the parties believe that this Lease Agreement is consistent with, and implements, the national priority established by the United States Congress in the Telecommunications Act of 1996;and $ WHEREAS,the parties believe that the implementation of this national priority through this Lease Agreement serves a public purpose. WHEREAS, City desires to lease the real property to Tenant for the public and private purposes stated therein. ie NOW THEREFORE, in consideration of the foregoing premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,the City and Tenant agree as follows: LEASE AGREEMENT 1. Real Property. City hereby leases to Tenant that certain parcel of real property located in Seminole County, State of Florida,together with the non-exclusive right for ingress and egress,seven(7)days a week, twenty-four(24) hours a day,on foot or motor vehicle,including trucks, and for the installation and maintenance of utility wires,cables, conduits and pipes over, under or along a twenty foot(20')wide g non-exclusive right of ingress and egress extending from the nearest public right of way, namely Shore Road , to the Lease Property. The Lease Property is more specifically described herein in Exhibit "A"which is attached hereto and made apart hereof. Said Lease property and non- exclusive right of ingress and egress shall be hereinafter referred to as "Lease Property". City shall BellSouth Mobility Option and Lease Agreement 1 October 17,2000 cooperate with Tenant in Tenant's effort to obtain utility services along said Lease Property by .' signing such documents or easements as may be required by said utility companies and as may be lawfully signed by City to further the purpose of this Lease Agreement; provided, however, the foregoing language shall not be interpreted as requiring City to grant or expedite the consideration of any type of permit ordinance,resolution,or approval. All utilities to the Lease Property shall be , separately metered in Tenant's name and paid for by Tenant. In the event any public utility is unable to use the aforementioned Lease Property, City hereby agrees to cooperate with the Tenant in locating an alternative suitable right of way or utility easement either to the Tenant or to the public utility at no additional cost to the Tenant other than the rental amount stated in this Lease Agreement,provided that to do so is consistent with all requirements of Federal, State,and local law and is determined not to be adverse to the public interest. In the event that no suitable right-of-way is made available that is acceptable to Tenant or the public utility, Tenant may immediately terminate this Agreement without any further liability hereunder,and City shall return to Tenant any prepaid rent attributable,on a pro rata basis,to time periods after said termination. Further,Tenant agrees that it shall carefully coordinate all applications for easements or other documents involving any type of governmental approvals with the City, and that to that end City shall not be asked to join in or consent to any submittal to a governmental entity without an adequate opportunity for City's professional staff or consultants to review the same and advise City. City shall have the ability to ask Tenant to include changes to its permit applications provided the changes: (a) do not add significantly to Tenant's development costs, (b) do not result in a significant delay, (c) are not contrary to Tenant's development plan and(d)do not impair or alter the Tenant's intended use of the Lease Property. 2. Survey,Relocation. City also hereby grants to Tenant the right to survey said Lease Property, and the legal description on said survey shall then become Exhibit"B",which shall be attached hereto and made a part hereof, and shall control in the event of discrepancies between it an Exhibit"A". City grants Tenant the right to take measurements, make calculations, and to note other structures,setbacks,uses or other information as reasonably deemed by Tenant to be relevant and pertinent, as such information relates to City's real property, leased or otherwise abutting or surrounding the Lease Property. Cost for such survey work shall be solely borne by the Tenant. If as a result of any tests or investigations conducted by Tenant, or if required in connection with obtaining any necessary zoning approvals or other certificates,permits, licenses, or approvals,Tenant desires to relocate all or any portion of the Lease Property to other portions of City's adjacent property, City agrees to act in a reasonable and timely manner with respect to the approval of such a relocated site. 3. Term; Rental Payments. This Lease Agreement shall be for an initial term of five (5)years beginning on the date this Lease Agreement is fully executed by both parties. Tenant shall have the option to extend this Lease Agreement for three(3)additional five(5)year terms,and such extensions shall automatically occur unless Tenant gives City written notice of its intention not to extend this Lease Agreement at least six(6)months prior to the end of the current term.The first six months(6)months rent shall be • BellSouth Mobility Option and Lease Agreement 2 October 17,2000 which shall be due and payable to the City in full upon execution of this Lease Agreement. Notwithstanding any other termination rights available to Tenant under this Lease Agreement,Tenant, at its sole and absolute discretion, shall have the right to terminate this Agreement at any time during the first six months(6) months with five (5) days prior written notice to City. Notice of the Tenant's exercise of its right to terminate shall be given to City in accordance with Paragraph 15.hereof, and shall be effective upon receipt of such notice by the City as evidenced by the return receipt or acknowledgment of receipt, as applicable. The remaining six(6)months rent for the first lease year shall be which shall be due and payable to the City in full prior to beginning of the seventh month under this Lease Agreement. The rental amount for the second lease year under this Lease Agreement shall be which shall be due and payable in full in advance of the second anniversary from the effective date of this Lease Agreement. The rental amount for each subsequent lease year shall be equal to the rental amount of the preceding lease year plus of that amount. (For example,the rental amount for the third lease year shall be and so on until the end of this Lease Agreement.) Rental payments shall be due and payable in advance on each anniversary from the effective date of this Lease Agreement. Rental payments shall be made payable to the City of Winter Springs or to such other person, firm or place as the City may, from time to time,designate in writing at least thirty(30)days in advance of any rental payment.If Tenant fails to pay the rental proceeds within ten (10) days of when due, Tenant shall pay a late fee to Tenant in the amount of of the delinquent payment. 4. Use of Lease Property. Except as provided in this paragraph 4.0,all other uses of the Leased Property by Tenant are prohibited. a. Tenant's Use.Tenant shall use the Lease Property for the purpose of constructing, maintaining and operating a wireless telecommunications tower(the "Tower")and uses incidental thereto, consisting of an equipment pad/shelter or building or buildings as necessary now or in the future to shelter telecommunications equipment, a generator and related office space,a free standing monopole of a height of one hundred sixty-five feet(165') above ground level(AGL),and all necessary connecting appurtenances(hereinafter referred to as"Communications Facility"). The monopole shall provide for a total of five telecommunication carriers, including Tenant and City. The second space from the top of on the monopole shall be for the City's exclusive use and any rental amounts received from said second space shall be negotiated by and exclusively belong to the City; provided City's use does not exceed the capacity requirement of a typical cellular communications provider and said use does not interfere with any other user of the Communications Facility in place prior to City. In the event that the City's use interferes with any pre-existing user of the Tower, including Tenant,City shall rectify said interference within 48 hours after notice. If such interference is not rectified within said 48 hour period, City shall turn off power to the offending equipment(except for intermittent power for interference testing procedures). Tenant may at its discretion modify its antenna structure or building(s) consistent with the Communications Facility allowed under this subparagraph. A security fence consisting of chain link construction or BellSouth Mobility option and Lease Agreement 3 October 17,2000 similar but comparable construction shall be placed around the perimeter of the Lease Property(not i including the twenty foot(20')ingress and egress right of way). All of Tenant's improvements shall be at Tenant's sole expense. Upon prior written approval of City, Tenant may temporarily use adjoining and adjacent land under City's control as is reasonably required during construction, installation, maintenance,and operation of the Communications Facility. At all times,Tenant will maintain the Lease Property in a good,safe and reasonable condition. It is understood and agreed that Tenant's ability to use the Lease Property is contingent upon its obtaining after the execution date of this Lease Agreement,of all the certificates,permits and other approvals that may be required by any federal,state or local authorities. City shall cooperate with Tenant in its effort to obtain such approvals. City agrees to sign such papers as are customarily and reasonably required to file applications with the appropriate zoning authority and/or commission for the proper zoning of the Lease Property as required for the Tenant's intended use set forth in this subparagraph. Tenant will perform all other acts and bear all expenses associated with the zoning procedure. City agrees not to register any written or verbal position to the zoning procedures,providing Tenant's zoning request is consistent with this Lease Agreement. Notwithstanding any other termination rights available to Tenant under this Lease Agreement,Tenant,at its sole and absolute discretion,shall have the right to terminate this Agreement with ninety(90)days prior written notice to City. Notice of the Tenant's exercise of its right to terminate shall be given to City in accordance with Paragraph 15. hereof,and shall be effective upon receipt of such notice by the City as evidenced by the return receipt or acknowledgment of receipt,as applicable. All rentals paid to said termination date shall be retained by the City. Upon such termination,this Lease Agreement shall become null and void and all the parties shall have no further obligations, including the payment of money,to each other. b. Collocation on Lease Property. It is the City's desire to grant the leasehold interest provided for herein to the Tenant in order to prevent the proliferation of Communication Facilities within the City of Winter Springs. Therefore, the parties- hereto specifically agree that the Tenant shall allow at least four other telecommunication companies(or three of such companies and the City), said telecommunication systems being similar in nature to those of Tenant, including direct competitors of Tenant to co-locate antennae facilities on the monopole to be erected on the Lease Property during the term of the Lease and buildings on the ground space. Refusal to make the monopole available to other co-users on a reasonable basis shall constitute a material breach of this Lease Agreement and entitle City to terminate this Lease Agreement without penalty. The co-location space which is the second from the top shall be exclusively reserved for City's use. Further, nothing contained in this paragraph shall obligate Tenant to allow co-location of antennae facilities on the monopole which would unreasonably interfere with the primary use of the monopole by the Tenant. Other wireless telecommunications providers which collocate their antennae and related appurtenances on the Lease Property,shall be required to first execute a consent agreement with the City under terms and conditions substantially similar to the terms and conditions contained in this Lease Agreement,including,but not limited to, co-locator directly paying City the collocation rent, co-locator separately leasing ground space for its equipment,and further provided that the co-locator fully abide by such covenants and conditions as are contained herein to protect City's property. City agrees that said consent agreements with co- locators shall not contain terms which, on their face, extend beyond the term of this Lease Agreement. All co-locators (with the exception of the occupant(s) of the City's space as provided -BellSouth Mobility Option and Lease Agreement 4 October 17,1000 in Paragraph 4, a.)shall pay City a monthly rental amount of per month which shall be made payable as required in the consent agreement. Said monthly rental amount (plus any sales tax due) shall be the total amount payable for the City's consent. To the extent feasible,all co-locators'ground equipment shall be located within the Lease Property. C. Tenant's Maintenance. Tenant shall have the sole responsibility for the maintenance, repair, and security of the Lease Property and its Communication Facilities and other property and equipment of Tenant located thereon, and shall keep the same in good repair and condition during the term of this Lease Agreement. Tenant shall keep the Lease Property free of debris and any dangerous, noxious, or offensive material which would create a hazard or interfere with the Leased Property and City's surrounding property. Unless otherwise agreed by City, maintenance and repairs to Tenant's Communication Facilities which have the potential to create noise or be disruptive shall be restricted between the hours of between 7:00 a.m. and 7:00 p.m., Monday through Saturday, excluding holidays. Notwithstanding anything contained herein to the contrary, emergency repairs to the Lease Property(e.g., repairs or maintenance necessitated by an interruption of Tenant's services as determined in Tenant's discretion)may be conducted at anytime as reasonably required. d. Lighting Color of MonopoleBuilding. Tenant shall retain the galvanized steel finish of its monopole so that it that blends with the surrounding area. Tenant shall paint its equipment building a color that blends with the surrounding area and shall maintain the paint in an appropriate manner to make the building as unobtrusive as possible. Unless affirmatively required by Federal or State law,the Tenant shall not affix any type of strobe light to the monopole or place the same on the Lease Property. e. Compliance with Laws. Tenant shall comply with all present and future Federal, State and local laws,rules and regulations in connection with the installation, use, operation, repair, and maintenance of the Lease Property, monopole, and other Communication Facilities. Failure to comply with such laws,rules,and regulations shall constitute a material breach and default under this Lease Agreement. Tenant shall be solely responsible for any penalties and fines arising out of or in any way connected with the violation of, or non-compliance with,such laws,rules, and regulations. Notwithstanding the foregoing,Tenant shall not be responsible for violations of laws, rules and regulations with respect to any pre-existing condition of the Lease Property or matters caused by City or third parties. 5. Tenant Indemnity and Hold Harmless. Tenant shall indemnify and hold harmless City and its officers, employees, attorneys, and agents from and against every demand, claim, cause of action,judgment and expense, including reasonable attorney's fees through all trial,administrative,post judgment, and appellate proceedings, and all loss and damage arising from any injury (including death) or damage to the person or property of Tenant or to the person or property of Tenant's agents, servants, employees, guests, invitees,or to any other person or personal property on the Lease Property,including,but not limited BellSouth Mgbility Option and Lease Agreement $ October 17,2000 to, City's agents,servants, employees,guests,invitees,and personal and real property;(i) where the ti injury or damage is caused by any act or omission of Tenant, its agents,servants, employees or any other person entering upon the Lease Property under express or implied invitation of Tenant; and (ii)where the injury or damage results from the violation created by Tenant,its agents,servants, or employees, of any law, ordinance or governmental order of any kind, or of the provisions of this Lease Agreement; and (iii)where the injury or damage is in any way related to or connected with the conduct of Tenant's use and occupancy of the Lease Property. a. Indemnification Condition. This indemnification shall obligate the Tenant to defend at its own expense or to provide for such defense, at the option of the City as the case may be,of any and all claims, liability and all suits and actions of every name and description that may be brought against the City or its employees, officers, attorneys, and agents for which Tenant has an indemnificatory obligation under Paragraph 5.0,except,however,such claims or damages as may be due or caused by the City, or its servants or agents. Such indemnification shall be satisfied within the policy limitations by the existence of the insurance coverage required by this Lease Agreement. For any claim in excess of the policy limitations specified in this Lease Agreement, or for any claim which is excluded from the policy required in this Lease Agreement, the Tenant may be subject to any legal or equitable proceedings arising from this indemnity. The City shall be permitted to choose legal counsel of its sole choice, the fees for which shall be subject to and included with this indemnification provided herein. b. City's Responsibility. City shall be responsible for the acts and omissions of itself and its officers,employees,and agents to the extent permitted by Iaw. C. Limitation of City's Liability. The obligations of City under this Lease Agreement do not constitute personal obligations of the individual officers or employees of City,and Tenant shall look solely to the Lease Property that is subject of this Lease Agreement and to no other assets of the City for satisfaction of any liability in respect of this Lease and will not seek recourse against the individual officers or employees of City or any other personal assets for such satisfaction. d. Survival. This paragraph shall survive the termination of this Lease Agreement until all applicable statute of limitations have expired. 6. General Liability Insurance, Tenant shall continuously maintain in force, at all times during the term of the Lease Agreement, and at its sole cost and expense, a Commercial General Liability or Business Owner Liability insurance policy with a single limit,per occurrence, for bodily injury and property damage of not less than One Million and no/100 Dollars ($1,000,000.00)and with the City of Winter Springs named as an additional insured as its interests may appear from time to time and shall submit proof of same prior to commencing construction of the monopole or any Communication Facilities on the Lease Property and thereafter upon request of the City. Failure on the part of Tenant to maintain the required liability insurance shall constitute a material breach of the terms of this Lease Agreement. Certificates of insurance for any such insurance policy required to be obtained by BellSouth Mobility Option and Lease Agreement October 17,2000 Tenant in compliance with this paragraph shall be filed and maintained with the City annually during , the term of the Lease Agreement or filed more frequently at such time Tenant changes its insurance policy. Tenant shall immediately advise the City of any claim or litigation that may result in liability to City. From time to time, the City and Tenant shall negotiate appropriate increases in the minimum limits of insurance required in this Lease Agreement in consideration of an increase in the cost-of-living or changes in case law or jury verdicts for damages in Florida that may increase liability of Tenant or the City. Failure of the parties to agree on an increase, the required limits for all types of insurance coverage required hereunder shall increase by 25%over the minimum limits as required prior to the parties commencing negotiations for an insurance coverage increase. Notwithstanding the foregoing, the parties agree that the required limit for each type of insurance coverage required hereunder shall not increase by more than 25%during any five year period during this Lease Agreement. All policies shall contain an endorsement which requires at least thirty(30) days prior written notice to the City of Winter Springs by the insurer of any intention not to renew such policy or to cancel,replace or materially alter the same. a. Other Insurance. Tenant shall also continuously maintain in force,at all times during the term of the Lease Agreement, and at its sole cost and expense, an automobile liability insurance policy covering all owned,hired and non-owned vehicles in use by Tenant, its employees and agents, with personal protection insurance and property protection insurance to comply with the provisions of state law,with minimum limits and applicable requirements as set forth in paragraph 6.0. In addition, workers' compensation insurance shall be continuously maintained which meets applicable state and federal law. 7. Taxes. Tenant shall be responsible for making any necessary returns for and paying anyand all property taxes separately levied or assessed against its improvements on the Lease Property. Tenant shall annually reimburse City as additional rent for any increase in real estate taxes levied against the Lease Property which are directly attributable to the improvements constructed by Tenant and are not separately levied or assessed against Tenant's improvements by the taxing authorities. If Tenant fails to pay all taxes as provided above, City may pay the same, and upon written request, subject to a thirty (30) day grace period, Tenant shall be in default and City shall have all other remedies available at law or under this Agreement to collect and pay the taxes from Tenant and Tenant shall immediately reimburse City for the amount thereof(including penalties and interest thereto) plus interest at a rate of per annum. Notwithstanding the foregoing, City hereby agrees that if the taxes which are levied against Tenant's improvements on the Lease Property are incorrectly assessed, Tenant maintains the right to.appeal the tax assessment to the appropriate governmental authority, said appeal shall be paid for by Tenant. 8. Removal of Tenant's Property Upon Termination. Upon termination of this Lease Agreement,Tenant shall,within ninety (90) days, remove all of its Communications Facilities and restore the Lease Property to its original above grade condition, ordinary wear and tear and damage by casualty excepted. At City's option, when this BellSouth Mobility Option and Lease Agreement 7 October 17,2000 Lease Agreement is terminated and upon City's advance written notice to Tenant,Tenant will leave ' the foundation and security fence to become property of City at no cost to City. If such time for removal causes Tenant to remain on the Lease Property beyond such ninety(90)day removal period, Tenant shall pay rent at the then existing monthly rate or on the existing annual pro-rata basis if based upon a longer.payment term,until such time as the removal of the Communications Facilities are completed. Notwithstanding., if at the time this Lease Agreement terminates another telecommunication provider is co-locating on Tenant's Tower, pursuant to an existing consent agreement with City,Tenant may elect to: (a) retain ownership of the Tower and delay such removal to the extent necessary to permit the co-locations) to continue operating under the terms and conditions of their consent agreement with City, (b) transfer or sell the Tower to an existing co- locator in accordance with Tenant's master agreement with said co-locator, provided the existing co- locator agrees to be bound by the terms of this Lease Agreement, including but not limited to,the payment of the rent due hereunder, or(c)transfer the Tower to the City for its current fair market value. Upon termination of this Lease Agreement and removal of Tenant's Communication Facilities, Tenant shall be released of any liability occurring on the Lease Property after such termination and removal,except full removal of the Communication Facilities shall not be required to release such liability if the Communication Facilities are required to remain on the Lease Property for co-location(s)pursuant to this Lease Agreement and Tenant conveys its full interest and title in the remaining Communication Facilities to the City or a telecommunications provider co-locating on the Lease Property. The communications facilities,equipment, improvements, fixtures and other property of Tenant and its subtenants and/or licensees on the Leased Property shall be and remain the personal property of Tenant and/or its subtenants and/or licensees shall be entitled to take or remove all or any portion of their respective Communications Facilities,equipment,improvements, fixtures and other property from the Leased Property without any hindrance by, through or under City or the holder of any mortgage, deed of trust, ground lease or other encumbrance. Notwithstanding the foregoing provisions, the Communications Facilities shall remain the personal property of the Tenant,but in the event Tenant abandons its Communication Facilities on the Leased Property, and if City desires to regain the Leased Property,then at any time thereafter, City may forthwith reenter and take possession of the Leased Property without process,or by any other lawful means. 9. Future Sale or Lease of City's Property. Should the City,at any time during the term of this Lease Agreement,decide to sell all or any part of its real property which includes the Lease Property to a purchaser other than Tenant,such sale shall be under and subject to this Lease Agreement and Tenant's rights hereunder. City agrees not to sell,lease or use any other areas of the larger parcel upon which the Lease Property is situated for the placement of other communications facilities if such installation would cause interference to Tenant's ability to receive or transmit wireless communication services from Tenant's Communication Facilities located on the Lease Property or the communications equipment of any other users of the Tower,as determined in Tenant's discretion. BellSouth Mobility Option and Lease Agreement $ October 0,2000 10. Peaceful Enjoyment. City covenants that Tenant, on paying the rent and performing the covenants contained in this Lease Agreement shall peaceably and quietly have,hold and enjoy the Lease Property. 11. Title to Property. City covenants that City is seized of good and marketable title and interest to the Lease Property and has full authority to enter into and execute this Lease Agreement, subject to any encumbrances recorded in the public records of Seminole County, Florida. 12. * Entire Agreement/Modifications. It is agreed and understood that this Lease Agreement contains all agreements,promises and understandings between the City and Tenant and that no verbal or oral agreements, promises or understandings shall be binding upon either the City or Tenant in any dispute, controversy or proceeding at law, and any addition,variation or modification to this Lease Agreement shall be void and ineffective unless made in writing and signed by the parties. 13. Venue and Jurisdiction. This Lease Agreement and the performance thereof shall be governed,interpreted, construed and regulated by the laws of the State of Florida. The parties hereto agree that the state or federal courts located in the State of Florida shall have exclusive jurisdiction over the parties and the subject matter of any litigation between the parties hereunder. For purposes of state court action,venue shall lie within Seminole County,Florida and Orlando, Florida, for federal court action. 14. Limited Assignment. This Lease Agreement may not be sold, assigned or transferred at any time except to_ (a) Tenant's principal, affiliates or subsidiaries of its principal or to any company upon which Tenant is merged on consolidated, (b) Crown Communications, Inc. or any principal, affiliates or subsidiaries of its principal or (c) an entity with a financial net worth in excess of Fifty Million Dollars ($50,000,000.00). As to other parties,this Lease Agreement may not be sold, assigned or transferred without the written consent of the City such consent not to be unreasonably withheld. City will consent to co-location on the Tower, provided any such co-locator complies with the provisions of subparagraph 4.b. of this Lease Agreement. 15. Notices. All notices hereunder must be in writing and shall be deemed validly given if sent by certified mail, return receipt requested, or by a national overnight receipted delivery services which provides signed acknowledgments of receipt (including Federal Express, UPS, Emery, Purolator, BcllSOUth Mobility,Option and Lease.Agreement 9 October 17,2000 DHL, Airborne and other similar couriers delivery services), addressed as follows (or any other .' address that the party to be notified may have designated to the sender by like notice): City: City of Winter Springs Ronald W.McLemore,City Manager 1126 East State.Road 434 Winter Springs, FL 32708 Phone: Fax: Tenant: BellSouth Mobility,Irre:�cC ' 5201 Congress Avenue Boca Raton, FL 33487 - Attn: Network Real Estate Manager Phone: Fax: For Legal Notices only, a copy to: BellSouth£-eH-tt� . Suite 910 1100 Peachtree Street,N.E. Atlanta, Georgia 30309-4599 Attention: Legal Department 16. Binding Agreement. This Lease Agreement shall extend to and bind the heirs,personal representatives,successors and assigns of he parties hereto. 17. Non-disturbance Instrument. At City's option,this Lease Agreement shall be subordinate to any mortgage by City which from time to time may encumber all of part of the Lease Property, provided, however, every such mortgage shall recognize, in a form substantially the same as the Subordination and Non-disturbance Agreement attached hereto as Exhibit B, the validity of this Lease Agreement in the event of a foreclosure of City's interest and also Tenant's right to remain in occupancy of and have access to the Lease Property as long as Tenant is not in default of this Lease Agreement. Tenant shall execute in a timely manner whatever instruments as may reasonably be required to evidence this subordination clause. In the event the Lease Property is encumbered by a mortgage, the City , no later than thirty (30) days after this lease is exercised, shall have obtained and furnished to Tenant a non-disturbance instrument in recordable form for each such mortgage. BellSouth Mobility Option and Lease Agreement 10 October 17,2000 18. Waiver of Statutory Lien. City disclaims and waives any now existing or hereafter arising landlord§s lien or other statutory or non-statutory lien or security interest in Tenant's and/or its subtenants and/or licensees' Communications Facilities, equipment, improvements,fixtures and other property. 19. Condemnation; Casualty. If the whole of the Lease Property or such portion thereof as will make the Lease Property unusable for the purposes herein leased,are condemned by any Iegally constituted authority for any public use or purpose, then in either of said events this Lease Agreement shall terminate from the time when possession thereof is taken by public authorities, and City shall return to Tenant any prepaid rent attributable, on a pro rata basis, to time periods after said termination. Any lesser condemnation shall in no way affect the respective rights and obligations of City and Tenant hereunder. Nothing in this provision shall be construed to limit or affect Tenant's right to an award of compensation from the condemning authority of any eminent domain proceeding for the taking of Tenant's leasehold interest hereunder. If Tenant's Communications Facility or improvements are severely damaged or destroyed by fire or other casualty so that the repair or replacement thereof will cost in excess of )f the fair market value of the Communications Facility or any improvements, Tenant shall not be required to repair or replace the Communications Facility or any of Tenant's improvements made by Tenant,and Tenant may terminate this Agreement by giving written notice to City. Upon such termination, the City shall return to Tenant any prepaid rent attributable,on a pro rata basis, to time periods after said termination. 20. Title Policy; Title Defects. Tenant,at Tenant's option and expense,may obtain title insurance on the space leased herein. City shall cooperate with Tenant's efforts to obtain such title insurance policy by executing documents or, at Tenant's expense, obtaining requested documentation as required by the title insurance company. If title is found to be defective, City shall use diligent effort to cure the defects in title. At Tenant's option,should the City fail to provide requested documentation with thirty(30) days of Tenant's request,or fail to provide the Non-disturbance instrument(s) as noted in Paragraph 17 of this Lease Agreement,Tenant may withhold and accrue the annual rental until such time as the requested document(s)is(are)received,or if title is found to be defective and City has failed to cure the defects within a reasonable period,Tenant may cancel this Lease Agreement or cure the title defect at City's reasonable expense utilizing the withheld payments. In the event that the Lease Property is encumbered by a mortgage and the mortgage requires the consent of the Mortgagee to leases and/or improvements on the Lease Property, City shall provide Tenant with the prior written consent of the Mortgagee to this Lease Agreement, as required under the terms of the mortgage. Should City fail to obtain the written consent of the Mortgagee, as required, Tenant, at Tenant's option,may withhold and accrue the annual rental until such time as the consent is received or cancel this Lease Agreement. BellSouth Mobility Option and Lease Agreement I 1 October 17,2000 1 21. Tenant and City Default. If Tenant defaults in fulfilling any of the covenants of this Lease Agreement and such default shall continue for sixty (60) days after Tenant's receipt of written notice from City specifying the . nature of said default, or, if the said default so specified shall be of such a nature that the same cannot be reasonably cured or remedied within such sixty(60)day period,if Tenant shall not in good faith commence the curing or remedying of such default within such sixty(60)day period and shall not thereafter diligently proceed therewith to completion,then in any one or more of such events this Lease Agreement shall terminate and come to an end as fully and completely as if such were the day herein definitely fixed for the end and expiration of this Lease Agreement and Tenant shall then quit and surrender the Lease Property to City as provided herein. Notwithstanding in the event of default by Tenant, the City shall have the right, at its option, to any other remedy the City may have by operation of law. If City defaults in fulfilling any of the covenants of this Lease Agreement and such default shall continue for sixty (60) days after City's receipt of written notice from Tenant specifying the nature of said default, or, if the said default so specified shall be of such a nature that the same cannot be reasonably cured or remedied within such sixty (60)day period, if City shall not in good faith commence the curing or remedying of such default within such sixty(60)day period and shall not thereafter diligently proceed therewith to completion, then Tenant may terminate this Lease Agreement and/or pursue any other remedies Tenant may have at law or in equity, including the right to specifically enforce the terms of this Lease Agreement. 22. Attorney Fees. In connection with any litigation arising out of this Lease Agreement,the prevailing party, whether City or Tenant,shall be entitled to recover all reasonable costs incurred including reasonable attorney's fees for services rendered in connection with any enforcement of breach of contract, including all trial, appellate, and post judgment proceedings. 23. Radon Gas. In accordance with Florida Law, the following statement is hereby made: RADON GAS. Radon is a natural occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county public health unit. BellSouth Mobility option and Lease Agreement 12 October 17,2009 24. Hazardous Substance. a. Tenant Indemnification. Tenant shall hold City harmless from and indemnify City against and from any damage, loss, expenses of liability, including reasonable attorneys fees, resulting from the discovery by any person of hazardous substance generated,stored, disposed of, or transported to or over the Lease Property by Tenant, its agents, contractors, employees, or invitees, as long as such substance was not: (a) stored, disposed of, or transported to or over the Lease Property by City,its agents,contractors,employees,or invitees,(b)present on or about the Lease Property prior to the date of this Lease Agreement, or (c) stored, disposed of, or transported to or over the Lease Property by a third party or entity which is not affiliated with or controlled by Tenant. b. Tenant Representations/Varranties and Indemnification. Tenant represents and warrants that its use of the Lease Property will not generate any hazardous substance and that it will not,in violation of any applicable law or regulation, store or dispose on or near the Lease Property nor transport to or near the Lease Property, any hazardous substance. In the event Tenant breaches the aforementioned hazardous waste representation and warranty,Tenant shall hold City harmless from and indemnify City against and from any damage, loss, expenses, or liability, including reasonable attorneys fees, resulting from the discovery by any person of hazardous substance generated, stored, disposed of, or transported to over the Lease Property by Tenant, its agents,contractors,employees, or invitees. C. Indemnification Condition. The indemnification condition stated in paragraph 5a shall apply to the indemnification in this paragraph 24. This indemnification shall survive the termination of this Agreement until all applicable statute or limitations have expired. d. City Representation and Responsibility. City represents to Tenant that to the best of City's knowledge and belief there are no hazardous substances present on or within the Lease Property, Should City learn of the presence of hazardous substances on or about the Lease Property during the existence of this Lease Agreement, City agrees to provide written notice to Tenant of such presence. City agrees to be responsible for any hazardous substance generated, stored, disposed of, or transported to or over Lease Property,provided such substance was stored, disposed of,or transported to or over the Lease Property by City or its employees. 25. Counterparts. This Lease Agreement may be executed in counterparts, each of which shall be deemed an original,and such counterparts shall constitute but one and the same Lease Agreement. 26. Fitness for Use. City makes no warranties or representations as to the fitness of the Lease Property for the uses intended by the Tenant, whatsoever. Furthermore, City does not warrant or guarantee that the use or zoning of surrounding properties will not be of such a nature that could interfere with Tenant's BellSouth MQUity Option and Lease Agreement 13 October 17,2000 use of the Lease Property during the terms of this Lease Agreement. However, City agrees to not lease adjacent property to third parties for installation and use of wireless communications facilities which interfere with Tenant's use of the Lease Property. 27. No Joint Venture. Nothing herein shall be deemed to create a joint venture or principal-agent relationship between the parties, and neither party is authorized to, nor shall either party act toward third persons or the public in any manner which would indicate any such relationship with the other. 28. Tenant's Due Care. Tenant shall at all times exercise due care and shall install, operate,maintain, and repair the Communication Facilities on the Lease Property using commonly accepted methods and devices for preventing failures and accidents which are likely to cause damage, injuries, or nuisances to the public or damage to the Lease Property and the surrounding real and personal property owned by City. The Lease Property shall be kept and maintained in a safe, suitable,substantial condition, and in good order and repair. 29. Agreement Not Recordable. This Lease Agreement shall not be recorded in any public records; however,at either party's election,a mutually acceptable short form may be recorded to place parties on notice of the existence of this Lease Agreement. 30. Sovereign Immunity. Nothing contained herein shall be deemed a waiver, by either party, of the City's right to sovereign immunity or other limitations imposed by Section 768.28, Florida Statutes. 31. Waiver. Failure of the one party to insist upon performance by the other party of any provision of this Lease Agreement within any time period shall not act as a waiver of the one party's right to later claim a failure to perform on the part of the other party. 32. Right to Refuse Admission to Property and to Eject. City reserves the right to refuse admission to the Lease Property to any person not known by City or properly identified;to eject any person from the Lease Property whose conduct may tend to be harmful to the safety and interests of the Lease Property, the surrounding real and personal property owned by City, and any tenant, to close any part of the Lease Property during any riot or other incident where the public health, safety, or welfare may be impaired. BellSouth Mobility.Option and Lease Agreement 14 October l7,2000 33. Termination of Lease due to Interference. 4 If City determines, in its (reasonable discretion, that Tenant's Communications Facility interferes and jeopardizes City's operation, maintenance, and repair of the City's utilities system located thereon as they currently exist, City shall give Tenant one hundred eighty(180) days prior . written notification and Tenant shall have sixty(60) days in which to cure such interference before City shall have the right to terminate this Lease Agreement without penalty,however, in such case, Tenant shall have no further obligation or liability beyond that incurred as of the termination date, and the City shall return to Tenant any prepaid rent attributable, on a pro rata basis,to time periods after said termination. City also,at all times during this Lease Agreement,reserves the right to take any action it deems necessary, in its sole and absolute discretion,to operate, repair, maintain, alter or improve its utilities systems and its attendant systems located on the Lease Property and surrounding'property; provided, the City agrees to act in good faith to avoid interference with Tenant's use of the Lease Property, and the provisions of the foregoing sentence shall apply if Tenant's Communications Facility interferes and jeopardizes said operation,repair, maintenance, alteration or improvements. In addition, if the City's use of its property causes significant interference with Tenant's ability to receive or transmit from the Lease Property, Tenant may terminate this Lease Agreement upon sixty(60)days written notice. 34. Headings; Interpretation. All headings in this Lease Agreement are for convenience only and shall not be used to interpret paragraph numbers or construe its provisions. Any reference in this Lease Agreement to a whole number paragraph (e.g. 26.0) shall mean to include not only the whole number paragraph, but also any subparagraphs thereto (e.g. 26.1,26.2, etc.) IN WITNESS WHEREOF, the parties hereto have set their hands and affixed their respective seals. Signed, sealed and delivered In the presence of: CIT INTE R4,1'GS_ i , Name. PAUL ARTYKA Mayor BellSouth Mobility.Option and Lease.Agreement 15 October 17,2000 Tenant ' BELLS OUTH MOBILITY,-1'P^ e GLe- y..' Acc,'y tee, I75 s-Y� -� y o--5;;�X Name: Name: C-YNOe, Title: Pg&5 a*0024 O P67e 1ioNs I ' Name--) STATE OF FLORIDA COUNTY OF SEMINOLE BEFORE ME the undersigned authority,personally appeared PAUL PARTYKA the Mayor of the City of Winter Springs,a Florida Municipal Corporation who pro&ced i_S 0et,rjvjejt /k-*,cw',k7 Eti &s den irfZeatiorrand who acknowledged the foregoing instrument for the purposes set forth therein. y�"a Deborab L Gillespie r t *My commisston CC92Q808 °,,,,w,s` E-ores"vd,21.2w4 Notary Public, State of Flori a . My Commission expire 't'ch �5„1 r y STATE OF 6600t6 r A COUNTY OF f=Lt L r O �e BEFQ�ZE ME, the undersigned authority, appeared ED,AL-' &o LPX the R'� "04.t` DW g2jppf BFLLSOUTH MOBILIT , on behalf of the corporation, who is na.l1 km on �!fir;�;,,,, rp �re$ttterf �eo � �»,� and who acknowledged the foregoing instrument for the purposes set forth therein. Notary Public, State of 6e--9"- My Commission expires: p.7-����a3 E7�r'rll��'i}' Lrau.ntzn —T— BellSouth Mobility Option and Lease Agreemcnt 16 October 17,2000 Exhibit A LAND DESCRIPION (om. 9ITE) A PARCEL CF I ANO =NO A PORT6GN OF LCT.10C. BLOCK G. OF THE MAT '0.R MITCkELVS SURVEY OF THE Lr,/Y GPUMT CN WiL irSSIJP,' .s RECa10® w PLAT a=X 1, PACE S; OF THE PUSIX RIECORDS ELF- MINCLF CGL>IVM FLORIDA. RENO MORE. PARnCUIJRLY i6rL=.jJW0' AS FCI.i:OM: Ct W)PIENCINO AT THIS NORTI-IW*r CClINER Of T)qZ PLkT P-40AI Fi ORLANCO RANCHES SEC. t'. AS REGCRM IN PUTT. MCCX 12. PAQC 3. OF Ti# PUIBUC. RECORDS CF SC)AINCLE COUNTY, FLMDA; THIENCE SGUI$4 137`11'37", EAST" ALONG THE EAST RIC HT CF w)ky I.INg FOR S>•on RcAE) AS SHOwFI ON SAX) FLAT, A DISTANCE CF 20.93 FELT; TMENCE. CE3 AAIING SAID RIGHT OF WAY. NORTH a7'37`5S' EAST. A DISTANCE CF t da0_32 FEET; THIIyCE &.QUTtt 06-12'05+ EAST. A CISTANCE OF 2200 I'EET TO THE PMT OF BEGINNING: THEmcz CONTINUE SQUTH O6'22'G8'. EAST, A DISTANCE & 104.00 -FUT;- T}i,NCC SGJTH 83'3T35".1'VEST. A DISTANCE OF 1:40.00 FL''£fi THENCS: NMTH 06-22`45' WEST. A DISTANCE OF 100.44 .MT. rMENCE NORTH +!3'37'55' EAST, A DIVANCt.(Vr 100.010 rrET Tn:-.THE PCWT OF SEOIN)4:HO. SAIL) LAND$ SITUATE IN THE OTt OF WIN7M SPFJNW. WNINCL.0 CWNTY, FLOMOA AND CONTAIN 10,000 SCUAfRE FEV. WRE OR LESS. LANDDE9CRip'lTt3N (ACCESS AND UnLtrYEAMd[RM A PARCEL CAF LAND ,l# MO A I'OKMN OF LOT 100, WAXX D. W THE PLAT "'WL NM"C iEWS SURVEY OF TER LEW GRANT 0N LAtCE JEWLT", AS RECORDW IN PLAT ECQ.K 1s PACx'E 3,OF'IHS PC7ALIIC REDS OF 7UI.E'GQIJt�'fY,x'L,Q�R313Ay 1I461�i7c PARTW LARL'Y Dmcmam AS PQILI ws-- COIP&WIENCE AT TEE NC R17MAST C4RDBEB:OF-MF_Pt_4 T`NCH CMILAL+W RAND SEC. 1", AS RECOSIDED IN PLAT BOM 12, PAGE 3, OF 'TFIE1 PUB= RECMDS CF SM4 C=I T, FLORWA.:AM RDN TONCE AL(?NG TM E&U RICP*£OF WAY LINE OF SER= ROAD,AS S%MWN UPON SAM FIAT,SOUM 07°11737'EAST,A DL&'ANM OF M93 Fes'TO TM P004T OP BEC4NM40 OF THE BMMN DE6tR)BFF.D PARC ET,THU11 M DWARTIM SAW . lU Rr CF WAY LINE,NCEM 57°3755-EAST'ADi2A1►M QF 168+37FE1?1f;' 90M S4UM 06°x2'1)5"ERST_A IarANC 9 0F 45.21 m ; T'HENCF s a uT K 53'31'55"W1�T..A DL47'wfc6 Off'2+0.00 Tf I ENCE H06-lrl)S__'•VWEST,A-DISTANCE OF 26.46 fit;' 'F SO[T R 57°3755' WEST, A1)ISTI'ANGE I:IF Isom FEET-TO-A PC?Il+l!T CF (:MC31N,WlTH`TNE AkURESAID EAST =GET OF WXY LINE OF MME ROAD; Tom.ALONG WD EAST' 1tIQU OF WAY LM NCXIX rll'3?`WEST,ADMTANC E-OF 20.07.r= T+f3'F538FOW OF BEGURNING. SAD LAMS SUMMATE IN TEIE QTY'OF WO I7=R SWNCT& SBMMX.E CaEWrY-FLORIDA, Al l.ODl rAmquI IG0.7$3AC31ES(34,120SMAn QFI.AND, EORIPM.