2017-55 8051 Congress Avenue
Boca Raton, FL 33487-1307
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May 11, 2017
City of Clermont
PO Box 120219
Clermont, FL 34712-0219
Re: SBA Site ID: FL46216-A-0 SBA Site Name: Central West Clermont
Site Address: 402 12th Street
Clermont, FL 34711
Dear Lessor:
SBA is pleased to announce the recent merger or transfer of assets in correlation with the above telecommunications tower
previously under the SBA subsidiary, SBA 2012 TC Assets, LLC. Please note that effective after the close of business on
April 17, 2017, the new owning entity is SBA Towers IX, LLC. All necessary documentation is enclosed for your records as
proof of this merger.
Effective immediately, all rental payments related to this lease will now be issued by SBA Towers IX, LLC. Should you have
the need to contact us in writing, please send all correspondence to the address as follows:
SBA Towers IX, LLC
8051 Congress Avenue
Boca Raton, FL 33487
Re: FL46216-A-0
Attn: Site Administration
An original Certificate of Insurance, naming you as the certificate holder and additional insured will be sent to you directly
from our insurance carrier for your file.
In the event of a tower operation emergency or if assistance is required to access the site, please contact our Network
Operations Center, which is open 24 hours a day, 7 days a week, at(888) 950-7483.
If you have any questions regarding this transaction, please contact Vickie Schaffer, Site Administration Specialist, at(800)
487-7483, ext. 9235, or via email at VSchaffer@sbasite.com. If you have any questions regarding your rental payments
please contact Lanee Safai, Accounts Payable Specialist, at(800)487-7483 ext. 9511.
We look forward to having a pleasant working relationship with you.
Sincerely,
Joan Shedlovsky
Administrative Assistant
Enclosure
MASTER ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS MASTER ASSIGNMENT AND ASSUMPTION AGREEMENT ("Assignment")is
made and entered into as of this 17th:day of April, 2017 ("Transfer Date"), by SBA 2012 TC
ASSETS, LLC, a Delaware limited, liability company ("SBA TC Assets"), SBA
INFRASTRUCTURE,LLC, a Delaware limited liability company.("SBA Infrastructure"), SBA
MONARCH TOWERS I, LLC, a Delaware limited liability company ("SBA Monarch I"), SBA
MONARCH TOWERS III,LLC,a Delaware limited liability company("SBA Monarch III"),SBA
PROPERTIES,,_LLC, a Delaware limited liability company ("SBA Properties"), SBA
STRUCTURES,LLC,a Delaware limited liability company("SBA Structures"),SBA TOWERS IV,
LLC, a Delaware limited liability company ("SBA Towers IV"), SBA TOWERS V, LLC, a
Delaware limited liability company ("SBA Towers V"), SBA TOWERS:VI, LLC, a Delaware
limited liability,company ("SBA Towers VI"), and SBA TOWERS VII,LLC, a Delaware limited
liability company("SBA Towers VII") (collectively, SBA TC Assets, SBA Infrastructure, SBA
Monarch I, SBA Monarch III, SBA Properties, SBA Structures, SBA Towers IV, SBA Towers V,
SBA Towers VI and SBA Towers VII are"Assignors" and each individually,an"Assignor"), and
SBA ;TOWERS IX, LLC, a Delaware limited liability company ("SBA Towers DC), (as
"Assignee"), all having an address at 8051 Congress Avenue,Boca Raton,Florida 33487.
Preliminary Statements:
The Assignors(i).are currentlythe tenants/grantees under the ground leases,options and/or
easements(collectively"Ground Leases")for the sites described on Exhibit A attached hereto and
designated as"Ground Lease"or"Easement"under the column labeled"Property Status",(ii)are the
owners of fee title to the parcels of real.property('Tee Property")for the sites described on Exhibit A
and designated as"Owned"under the column_labeled"Property Status",_(iii)are the owners of the
communications towers and related property(including work product)(collectively,the"Property")
located on or related to the Fee Property and the real property encumbered by the Ground Leases
("Leased Property"), and (iv) are the landlords under various leases and licenses of space on the
Property,the Fee Property and the Leased Property.
Contemporaneous withthe execution hereof,the Assignors are,transferring title to the Fee
Property to the Assignee listed opposite the sites on Exhibit A under the column labeled "New
Owner".
In consideration of the mutual covenants contained in this Assignment,and other good and
valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each of the
Assignors and Assignee hereby agrees as follows:
1. ASSIGNMENT OF GROUND LEASES. As of the Transfer Date, each Assignor
hereby assigns and transfers all of its right,title,claim and interest in,to and under their respective
Ground Leases described on Exhibit A to the Assignee listed opposite the applicable sites on Exhibit
A under the column labeled`New Owner",and its successors and assigns. To the extent that more
than one (1) agreement or interest is being transferred from any Assignor to any Assignee with
respect to any particular site,it is the intention of the parties hereto that such interests shall not merge
but shall remain separate and distinct interests in the underlying real property.
2. ACCEPTANCE OF ASSIGNMENT. Each Assignee as of the Transfer Date hereby
accepts the foregoing assignments of the Ground Leases and assumes all of the Assignors'
obligations under the Ground Leases assigned to such Assignee that arise or relate to the period of
time after the Transfer Date.
3. SALE OF PERSONAL PROPERTY. Each Assignor hereby conveys,sells,transfers
and delivers to the Assignee listed opposite the applicable sites on Exhibit A under the column
labeled"New Owner", and its successors and assigns, its interests in the Property owned by such
Assignor and located on or used in connection with the Fee Property or the Leased Property,as the
case may be, including but not limited to the communications towers and any appurtenances to or
improvements located on such Fee Property or Leased Property, as the case maybe.
4. ASSIGNMENT OF TENANT LEASES. As of the Transfer Date, each Assignor
hereby assigns and transfers to the Assignee listed opposite the applicable sites on Exhibit A under
the column labeled"New Owrier",and its successors and assigns, all of such Assignor's right,title,
claim and interest in, to and under (a) all leases, licenses and other occupancy agreements with
respect to any of the Fee Property or the Leased Property orany of the Property located thereon
("Tenant Leases");(b)all security deposits under the Tenant Leases;(c)all rights to any unpaid rents
or other payments under the TenantLeases;and(d)all guarantees and other assurances with respect
to the Tenant Leases.
5. JURISDICTION AND VENUE. The parties hereto acknowledge that a substantial
portion of the negotiations,anticipated performance and execution of this Assignment occurred or
shall occur in Palm'Beach County,Florida. Any civil action or legal proceeding arising out of or
relating to this Assignment shall be brought in the courts'of record of the State of Florida in Palm
Beach County. Each party hereto consents to the jurisdiction of such court in any such civil action or
legal proceeding and waives any objection to the laying of venue of any such civil action or legal
proceeding in such court. Service of any court paper may be affected on such party by mail, as
provided in this Assignment, or in such other manner as may be provided under"applicable laws,
rules of procedure or local rules.
6. BINDING EFFECT. This Assignment will be binding on and inure to the benefit of
the parties hereto, and their respective heirs, executors, administrators, successors-in-interest and
assigns.
7. GOVERNING LAW. This Assignment will be governed by and construed in
accordance with the internal laws of the State of Florida without regard to principles of conflicts of
laws.
8. WARRANTY. Each Assignor hereby warrants to each Assignee that it has good and
marketable leasehold title to its Leased Property and good and marketable title to its Fee Property,in
all cases subject only to those items disclosed in such Assignor's existing title insurance policies.
Each Assignor will indemnify each applicable Assignee for any breach by such Assignor of the terms
of this Section.
,
' _ .1
THIS ASSIGNMENT has been executed by Assignor and Assignee on the Transfer Date.
Witnesses: ASSIGNOR:
SBA 2012 TC ASSETS,LLC
SBA INFRASTRUCTURE,LLC
SBA MONARCH TOWERS I, LLC
SBA MONARCH TOWERS III, LLC
SBA PROPERTIES,LLC
SBA STRUCTURES,LLC
SBA TOWERS IV,LLC
SBA TOWERS V,LLC
SBA TOWERS VI,LLC
SBA TOWERS VII, LLC
��� By: -- .„. --s
Print Name: •C.LC2 r,r� Print Name: Thomas P. Hunt
`� I92 Title: Executive Vice President and General
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ASSIGNEE:
SBA TOWERS IX,LLC
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Print Name: C.Q LG n e. Print Name: Thomas P. Hunt
Title: Executive Vice President and General
Counsel
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