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
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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
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Prepared on: October 14, 2015 2
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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
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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
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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
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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 .'
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TMENa SCUTH 83'37'31'.W T. A DIET+ H+ X OF V00..00 FErr4 THIENCE IWIN
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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,
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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
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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
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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
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