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2001-07 'l- ~~ ~ ~~~ \ ~i~ ~ f.9.a.~ ~\u..~ . F'L- 3.~ '\ \ . Cell Site Number: CI-29/Lake Minnehaha Address: 400 12th St., Clermont, Florida 34711 . 1180 II 00111891 01110 II om 10 011 01 110 00 IU 10 101 01110 110m en 2001061391 J8OOI 01957 PAGE 2176 - 2192 DATE: 06/29/2001 11:25:42 AH JAMES C. WATKINS~ CLERK OF COURT LAKf COUNTY RECOIWINS FI%S 69.00 SHELTER LEASE AGREEMEJIIIb"T HIND 9.00 TIllS SHELTER LEASE AGREEMENT ("Agreement"), dated as of the date below, is entered into by the CITY OF CLERMONT, a municipal corporation existing under the laws of Florida, having a mailing address of I Westgate Plaza. Clermont, Florida 43711 (hereinafter referred to as "Landlord") and AT&T WIRELESS SERVICES OF fLORIDA, INC., a Florida corporation, d/b/a AT&T Wireless, having an office at 11760 North U.S. Highway One, West Tower, North Paim Beach, FL 33408 (nereinañer reÎerreå to as "Tenant"). BACKGROUND . Landlord owns that certain plot, parcel or tract of land, together with all rights and privileges arising in connection therewith, located at 400 12th St., Clermont, in the County of Lake, State of Florida (the "Property"). The Property being further identified on the Legal Description of the Property attached hereto as Exhibit 1. Tenant desires to lease a portion of the Property in connection with its federally licensed communications business to provide space for Tenant's equipment, which is subject to a separate lease for antennas trom the owner of an antenna structure located on the Property or adjacent property, in accordance with this Agreement. Landlord desires to lease to Tenant a portion of the Property in accordance with this Agreement. The parties agree as follows: 1. LEASE OF PREMISES. Landlord leases to Tenant a portion of the Property containing approximately 880 square feet as described on the attached Exhibit 2 ( the "Premises"), together with unrestricted access for Tenant's use trom the nearest public right-of-way along the Property as described on the attached Exhibit 2. Tenant has the right to erect, maintain and operate on the Premises 2. PERMITTED USE. radio communications fàcilities, including utility lines, transmission lines, air conditioned equipment shelter (s) , electronic equipment, supporting equipment and structures thereto ("Communication Facility"). This shall be an unmanned facility and shall meet all permitting requirements and conform to City of Clermont ordinances relating to wireless communication. The site plan shall be incorporated in Exhibit 2, attached hereto. In connection therewith, Tenant has the right to do all work necessary to prepare, maintain and alter the Premises for Tenant's . business operations and to install transmission lines connecting the antennas to the transmitters and receivers. All utility lines shall be installed underground. All of Tenant's construction and installation work shall be performed at Tenant's sole cost and expense and in a good and workmanlike manner. Title to the Communication Facility shall be held by Tenant. The Communication Facility shall remain Tenant's personal property and are not fixtures. Tenant has the right to remove Tenant's Communication Facility at its sole expense on or before the expiration or earlier termination of this Agreement; provided, Tenant repairs any damage to the Premises caused by such removal. Shelter Lease Agreement 6-14-00 . . . . oR8n( 01967 IP~GIE 2177 3. INSTALLATIONS. Tenant agrees to comply with all applicable governmental laws, rules, statutes and regulations, relating to its use of the Communication Facility on the Property. Tenant has the right to (i) modifY, supplement, replace, upgrade, or expand the equipment without Landlord's prior approval; or (ii) relocate the Communication Facility within the Premises at any time during the term of this Agreement with Landlord's prior written approval. Tenant will be allowed to make such alterations to the Property in order to accomplish Tenant's Changes or to insure that Tenant's Communication Facility complies with all applicable federal, state or local laws, rules or regulations. 4. TERM. (a) The initial lease term will be five (5) years ("Initial Term"), commencing upon the Commencement Date, as defined below. The Initial Term will terminate on the last day of the month in which the fifth annual anniversary of the Commencement Date occurred unless terminated as otherwise provided herein. (b) The Tenant shall have the right to extend this Agreement for three (3) additional five (5) year Term(s) (the "Extension Term"), upon the same terms and conditions unless the Tenant notifies the Landlord in writing of Tenant's intention not to renew this Agreement at least ninety (90) days prior to the expiration of the existing Term. (c) The Initial Term and the Extension Term are collectively referred to as the Term. ("Term"). 5. RENT. (a) Commencing on the earlier of: (i) the date that Tenant commences construction; or (ii) Ninety (90) days ftom the full execution of this Agreement (the "Commencement Date"), Tenant will pay the Landlord a monthly rental payment of One Thousand Two Hundred Dollars ($1,200.00), plus any applicable tax (tlRent"), to Landlord, at the address set forth above, on or before the 5th day of each calendar month in advance. Rent will be prorated for any partial month. (b) Beginning with year two (2) of the Initial Term, the monthly Rent will increase by four percent ( 4%) over the previous year's Rent. 6. APPROVALS. (a) Landlord agrees that Tenant's ability to use the Premises is contingent upon the suitability of the Premises for Tenant's Permitted Use and Tenant's ability to obtain all governmental licenses, permits, approvals or other relief required of or deemed necessary or appropriate by Tenant for its use of the Premises, including without limitation applications for zoning variances, zoning ordinances, amendments, special use permits, and construction permits (collectively referred to as "Governmental Approvals"). Landlord authorizes Tenant to prepare, execute and file all required applications to obtain Governmental Approvals for Tenant's use under this Agreement and to assist Tenant with such applications. (b) Tenant has the right at Tenant's expense, to obtain a title report or commitment for a leasehold title policy ftom a title insurance company of its choice and to have the Property surveyed by a surveyor of Ten ant's choice. (c) Tenant may also obtain, at Tenant's sole cost and expense, soil boring, percolation, engineering procedures, environmental investigation or other tests or reports (collectively the "Tests") on, over, and under the Property, necessary to determine if the Tenant's use of the Premises will be compatible with Tenant's engineering specifications, system, design, operations or Governmental Approvals. 2 Shelter Lease Agreement 6-14-00 . . . . .¡ 01967 !PAGE 2178 7. TERMINATION. This Agreement may be terminated on ninety (90) days written notice as follows: (i) by either party upon a default of any covenant or term hereofby the other party, which default is not cured within sixty (60) days of receipt of written notice of default, provided that the grace period for any monetary default is sixty (60) days ftom receipt of notice; or (ii) by Tenant, so long as payments of Rent are current, for any reason or for no reason, proyjded Tenant delivers ninety (90) days written notice of early termination to Landlord and pays to Landlord, except for Paragraphs 7 (i), 7 (m), 18, 19, and 20, an amount equal to twelve (12) months Rent at the rental rate in effect at the time of termination as liquidated damages in consideration for such early termination (representing the loss of Rent which may have otherwise have been payable to Tenant under this Agreement had such early termination not been effectuated; or (m) by Tenant if it does not obtain any license, permit or other approval necessary for the construction and operation of Ten ant's Communication Facility. 8. INTERFERENCE. (a) Tenant shall operate the Communication Facility in a manner that will not cause interference to Landlord and other lessees or licensees of the Property, provided that their installations predate that of the Communication Facility. All operations by Tenant shall be in compliance with all Federal Communications Commission ("FCC") requirements. (b) Subsequent as to the installation of the Communication Facility, Landlord shall not permit itself, its lessees or licensees to install new equipment on the Property or property contiguous thereto owned or controlled by the Landlord, if such equipment is likely to cause interference with Tenant's operations. Such interference shall be deemed a material breach by Landlord. In the event interference occurs, the Landlord agrees to take all reasonable steps necessary to eliminate such interference within thirty (30) days. In the event any such interference does not cease within the aforementioned cure period then the parties acknowledge that Tenant will have the right, in addition to any other rights that Tenant may have at law or in equity, for Landlord's breach of this Agreement, to elect to enjoin such interference. 9. INDEMNIFICATION. Lessee shall indemnity and hold Lessor harmless ftom all claims arising ftom the acts or omissions of Lessee or Lessee's agents or employees pursuant to this Agreement or in or about the Property. Lessor, to the extent permitted by law, shall indemnity and hold Lessee harmless ftom all claims arising ftom the acts or omissions of Lessor or Lessor's agents or employees pursuant to this Agreement or in or about the Property. 10. WARRANTIES. Landlord warrants that: (i) Landlord owns the Property in fee simple and has rights of access thereto and the Property is ftee and clear of all liens, encumbrances, and restrictions which would preclude this Agreement; (ii) Landlord has full right to make and perform this Agreement; and (iii) Landlord covenants and agrees with Tenant that upon Tenant paying the Rent and observing and performing all the terms, covenants, conditions on Tenant's part to be observed and performed, Tenant may peacefully and quietly enjoy the Premises. 11. ENVIRONMENTAL. Tenant agrees that it will not use, generate, store or dispose of any Hazardous Materials on, under, about or within the Property in violation of any law or regulation. Landlord represents, warrants and agrees that: (i) neither Landlord nor, to Landlord's knowledge, any third party has used, generated, stored or disposed of, or permitted the use, generation, storage or disposal of, any Hazardous Material 3 Shelter Lease Agreement 6-14-00 . . . . ORalt 01967 1PJ.Mm 2179 on, under, about or within the Property in violation of any law or regulation,; (ii) Landlord has not, and will not permit any third party to use, generate, store or dispose of any Hazardous Material on, under, about or within the Property in violation of any law or regulation. Landlord and Tenant each agree to defend, indemnifY and hold harmless the other and the other's partners, affiliates, agents and employees against any and all agreement contained in this paragraph. 12. ACCESs. At all times throughout the Term of this Agreement, and at no additional charge to Tenant, Tenant and its employees, agents, and subcontractors, will have twenty-four (24) hour, seven (7) day pedestrian and vehicular access to and over the Property, 1Ì'om an open and improved public road to the Premises, for the installation, maintenance and operation of the Communication Facility and any utilities serving the Premises. Upon Tenant's request, Landlord will execute a separate recordable access agreement evidencing this right. In the event any public utility is unable to use the access or easement provided to Tenant the Landlord hereby agrees to grant an additional access either to Tenant or to the public utility, for the benefit of Ten ant, at no cost to Tenant. 13. REMOVAL I RESTORATION. All portions of the Communication Facility brought onto the Property by Tenant will be and remain Tenant's personal property and, at Tenant's option, may be removed by Tenant at any time during the Term. Landlord covenants and agrees that no part of the Communication Facility constructed, erected or placed on the Premises by Tenant will become, or be considered as being affixed to or a part ot: the Property, it being the specific intention of the Landlord that all improvements of every kind and nature constructed, erected or placed by Tenant on the Premises will be and remain the property of the Tenant and may be removed by Tenant at any time during the Term. Within one hundred twenty (120) days of the termination of this Agreement, Tenant will remove all such improvements. Tenant will, to the extent reasonable, restore the Premises to its condition at the commencement of the Agreement, reasonable wear and tear.. Tenant will be responsible for the replacement of any trees, shrubs, or other vegetation damaged by Tenant's Communication Facility and will be required to remove 1Ì'om the Premises or the Propert:'j any foundations or underground utilities. 14. MAINTENANCE I UTILITIES. (a) Tenant will, at Tenant's expense, keep and maintain the Premises in good condition, reasonable wear and tear and damage 1Ì'om the elements excepted. Landlord will maintain and repair the Property but not the Premises, and access thereto, in good and tenantable condition, subject to reasonable wear and tear and damage 1Ì'om the elements. (b) Tenant will be solely responsible for and promptly pay all utilities charges for electricity, telephone service or any other utility used or consumed by Tenant on the Premises. Landlord will fully cooperate with any utility company requesting an over, under and across the Property in order for the utility company to provide service to the Tenant. During any application period the Tenant will have the right to temporarily use Landlord's electricity and will pay the Landlord the current local utility rate for electric consumed by Tenant. In the event Tenant cannot secure its own metered electrical supply, Tenant will have the right, at its own cost and expense, to submeter 1Ì'om the Landlord. Tenant will pay on a monthly basis the current local utility company rate for submetered electric, after the meter is read by the Landlord and billed to Tenant. Landlord will not be 4 Shelter Lease Agreement 6-14-00 . . . . o. 01967 IP~E 2180 responsible for interference with, interruption of or failure, beyond the reasonable control of Landlord, of such services to be furnished or supplied by Landlord. 15. DEFAULT AND RIGHT TO CURE. (a) The following will be deemed a default by Tenant and a breach of this Agreement: (i) non-payment of Rent if such Rent remains unpaid for more than sixty (60) days after receipt of written notice trom Landlord of such failure to pay; or (ii) Tenant's failure to perform any other term or condition under this Agreement within forty-five (45) days after receipt of written notice trom Landlord specifYing the failure. No such failure or breach, however, will be deemed to exist if Tenant has commenced to cure such default within such period and provided that such efforts are prosecuted to completion with reasonable diligence. Delay in curing a default will be excused if due to causes beyond the reasonable control of Ten ant. If Tenant remains in default beyond any applicable cure period, Landlord will have the right to exercise any and all rights and remedies available to Landlord under law and equity. (b) The following will be deemed a default by Landlord and a breach of this Agreement. Landlord's failure to perform any term or condition under this Agreement within forty-five (45) days after receipt of written notice tram Tenant specifYing the failure. No such failure or breach, however, will be deemed to exist if Landlord has commenced to cure the default within such period and provided such efforts are prosecuted to completion with reasonable diligence. Delay in curing a default will be excused if due to causes beyond the reasonable control of Landlord. If Landlord remains in default beyond any applicable cure period, Tenant will have the right to exercise any and all rights under this Agreement and any other rights available to Tenant at law or in equity, including the right to cure Landlord's default and to deduct the costs of such cure trom any monies due to Landlord trom Tenant. 16. ASSIGNMENT I SUBLEASE. Tenant may assign, sell or transfer its interest under this Agreement without the approval or consent of Landlord, to the Tenant's principal, affiliates, subsidiaries, subsidiaries of its principal or to any entity which acquires all or substantially all of the Tenant's assets in the market defined by the Federal Communications Commission in which the property is located by reason of a merger, acquisition, or other business reorganization. Upon notification to Landlord of such assignment, transfer or sale, Tenant will be relieved of all future performance, liabilities and obligations under this Agreement. Tenant may not otherwise assign this Agreement without Landlord's consent. 17. NOTICEs. All notices, requests, demands and communications hereunder will be given by first class certified or registered mail, return receipt requested, or by a nationally recognized overnight courier, postage prepaid, to be effective when properly sent and received, refused or returned undelivered. Notice will be addressed to the parties at the addresses set forth above (as to Tenant, AT&T Wireless, Attn.: System Development Manager, Re: Cell Site #CI-29, at 2400 Maitland Center Parkway, Suite 110, Maitland, Florida 32751. With a copy to: AT&T Wireless, Attn.: Legal Department, Re: Cell Site #CI-29, at West Tower, 11760 North u.S. Highway #1, North Palm Beach, Florida 33408.) Either party hereto may change the place for the giving of notice to it by thirty (30) days prior written notice to the other as provided herein. 18. SEVERABILITY. If any term or condition of this Agreement is found unenforceable, the remaining terms and conditions will remain binding upon the parties as though said unenforceable provision were 5 Shelter Lease Agreement 6-14-00 . .; 01967 PMm 2181 . not contained herein. However, if the invalid, illegal or unenforceable provision materially affects this Agreement then the Agreement may be terminated by either party on ten (10) days prior written notice to the other party hereto. 19. CONDEMNA nON. In the event Landlord receives notification of any condemnation proceedings affecting the Property, Landlord will provide notice of the proceeding to Tenant within two (2) business days. In the event Tenant receives notification of any condemnation proceedings affecting the Premises, Tenant will provide notice of the proceeding to Landlord within two (2) business days. Ifa condemning authority takes all of the Property, or a portion sufficient, in Tenant's sole determination, to render the Premises unsuitable for Tenant, this Agreement will terminate as of the date the title vests in the condemning authority. The parties will be entitled to share in the condemnation proceeds, to the extent permitted by Chapter 73, in proportion to the values of their respective interests in the Property, which for Tenant will include, where applicable, the value of its Communication Facility, moving expenses, prepaid Rent, and business dislocation expenses. entitled to reimbursement for any prepaid Rent. Tenant will be . 20. CASUALTY. Landlord will provide notice to Tenant of any casualty affecting the Property within forty-eight (48) hours of the casualty. Tenant will provide notice to Landlord of any casualty affecting the Premises within forty~eight (48) hours of the casualty. If any part of the Communication Facility or Property is damaged by fire or other casualty so as to render the Premises unsuitable, in Tenant's sole determination, then Tenant may terminate this Agreement by providing written notice to the Landlord, which termination will be effective as of the date of such damage or destruction. Upon such termination, Tenant will be entitled to collect all insurance proceeds payable to Tenant on account thereof and to be reimbursed for any prepaid Rent. 21. INSURANCE. Tenant will carry during the Term, at its own cost and expense, the following insurance: (i) "All Risk" property insurance for its property's replacement cost; (ii) commercial general liability insurance with a minimum liability of$2,500,000 combined single limit for bodily injury or death/property damage arising out of anyone occurrence; and (iii) Workers' Compensation Insurance as required by law. Tenant shall provide to Landlord certificates of continuous coverage's prior to the effective date of this Agreement and thereafter, within ten (10) business days upon request trom the Landlord. The certificates shall provide that Landlord will receive at least thirty (30) days prior notice of cancellation of the coverage's required by this paragraph. Failure of Ten ant to maintain insurance coverage's can be considered by LandlorØ as a material breach of this Agreement subject to and in accordance with the provisions of Paragraph 15(a)(ii) herein. 22. MISCELLANEOUS. (a) AmendmentIWaiver. This Agreement cannot be amended, modified or revised unless done in writing and signed by an authorized agent of the Landlord and an authorized agent of the Tenant. No provision may be waived except in writing signed by both parties. . (b) Short Form Lease/MOL.Either party will, at any time upon fifteen (15) days prior written notice trom the other, execute, acknowledge and deliver to the other a recordable Memorandum or Short Form Lease. Either party may record this Memorandum or Short Form Lease at any time, in its absolute 6 Shelter Lease Agreement 6-14-00 .- . . . OR.It 01967 PAGE 2J1.82 discretion. Tenant shall upon termination of this Agreement, record a release of the Memorandum or Short Form Lease in the public records of Lake County, Florida. (c) Bind And Benefit. The terms and conditions contained in this Agreement will run with the Property and inure to the benefit of the parties, their respective heirs, executors, administrators, successors and assigns. (d) Entire Agreement. This Agreement and the exhibits attached hereto, all being a part hereof, constitute the entire agreement of the parties hereto and will supersede all prior offers, negotiations and agreements. (e) Governing Law. This Agreement will be governed by the laws of Lake County, Florida in which the Premises are located, without regard to conflicts of law. (f) Interpretation. Unless otherwise specified, the following rules of construction and interpretation apply: (i) captions are for convenience and reference only and in no way define or limit the construction of the terms and conditions hereof, (ii) use of the term "including" will be interpreted to mean "including but not limited to"; (iii) whenever a party's consent is required under this Agreement, except as otherwise stated in the Agreement or as same may be duplicative, such consent will not be unreasonably withheld, conditioned or delayed; (iv) exhibits are an integral part of the Agreement and are incorporated by reference into this Agreement; (v) use of the terms "termination" or "expiration" are interchangeable, and (vi) reference to a defàult will take into consideration any applicable notice, grace and cure periods. (g) Estoppel. Either party will, at any time upon fifteen (15) days prior written notice fÌ'om the other, execute, acknowledge and deliver to the other a statement in writing (i) certifying that this Agreement is unmodified and in full force and effect (or, if modified, stating the nature of such modification and certifying this Agreement, as so modified, is in full force and effect) and the date to which the Rent and other charges are paid in advance, if any, and (ii) acknowledging that there are not, to such party's knowledge, any uncured defaults on the part of the other party hereunder, or specifying such defàults if any are claimed. (h) No Option. The submission of this Agreement for examination or consideration does not constitute a reservation of or option for the Premises. This Agreement will become effective as an Agreement only upon the legal execution, acknowledgment and delivery hereof by Landlord and Tenant. (i) Radon Gas. In accordance with Florida Law, the following notice is hereby given to Tenant: "RADON GAS: RADON IS NATURALLY OCCURING RADIOACTIVE GAS THAT, WHEN IT HAS ACCUMULATED IN A BUll..DING 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 BUll..DINGS IN FLORIDA. ADDITIONAL INFORMATION REGARDING RADON AND RADON TESTING MAYBE OBTAINED FROM YOUR COUNTY HEALTH DEPARTMENT." 7 Shelter Lease Agreement 6-14-00 . . . . oe. ¡( 01967 IP~GE 2183 IN WITNESS WHEREOF, the undersigned has caused this Agreement to be executed with an effective date of Tun. 14 .2001. WITNESSES: ~ PrintName: - ~: - - - . - í:i/icI "LANDLORD" CITY OF CLERMONT. a municipal corporation existing under the laws of Florida By:~~ Prin e: (}>ú) (cI. lur ¡I\'<" Its: -nA~~crY- Federal Tax 10#: q . l D 00 -z..c¡ ó "TENANT" AT&T WIRELESS SERVICES OF FLORIDA, INC., a Florida corporatio By: Print Name: alter D. Tanner Its: System Development Manager 8 Shelter Lease Agreement 6-14-00 . . . . oa. OJl.967 IP AGE 21M TENANT ) ) ss: COUNTY OF - Tho fu<egoing instrum...t was acknowledged befuro mo this .tL day of fl. . 200 I, by W 01'" D. Tanner, System Development Manager of AT&T WIRELESS SERVICES ~ INC. (a Florida corporation), d/b/a AT&T WIRELESS, on behalf of the corporation, ~who is personally known OR () who has produced as identificaôoo- -&I'~ ~ ",,~ DEBORAH M. BEATON No ~. ~ ~ ~ M'::~:,~':;:'" Prin%am . 6~ ~{4 't N~O:¡OTARV Fla. Notal)' Service & Bonding Co. My Commission Expires: / (/ 1~' I STATE OF FLORIDA LANDLORD STATE OF FLORIDA ) ) SS: ) COUNTY OF ~ The foreg°U:t~ instrument was ackn.owlc:Iged before me this , <-t. day of ------=r-u It.€- , 2001, ~ t1t:lrcJld "'T'V\\'""V'/I te- ,the '-YVla.~or of the City of Clepnont, a municipal corporation existing under the laws of the State of Florida, on behalf of the corporation, ('1 who is personally known OR ( ) who has produced as identification. JkJa J1-~ Notary Public -,-- ~ Print Name: / €re5 t:L .¿)+~ L My Commission Expires: (p J;:;¡S / ~ f . TERESA STUDDARD MY COMMISSION CC 948213 EXPIRES: June 25, 2004 Bonded Thro Nola,., Public Underwr\lell , 9 Shelter Lease Agreement 6-14-00 . . . . OR.« 01967 IP~GE 2185 EXHIBIT 1 DESCRIPTION OF PROPERTY " to the Agreement dated ~ ----:> 2001, by and between ÇITY OF" CLERMONT, as Landlord, and AT&T WIRELESS SERVICES OF FLORIDA, INC., a Florida corporation, d/b/a AT&T WIRELESS, as Tenant. " " The Property is described and/or depicted as follows: Lots 4, -5, 6", 11; 12, 13 and 14, Block 142, Johnson's " Réplat -according to the official. map of the City of " Clermont, recorded in Plat Book 8, Pages 17, to 2~ in- cluslv~." Public Reëords of Lake County, Florida"" " . ~ , 1. If the foregoing description is not a metes and bounds legal description, the parties agree to replace the foregoing description with a metes and" bounds legal description of the Property upon receipt thereof: Shelter Lease Agreement 6-14-00 . oe.01967 IP~GIE 2JJ.85 . EXHmIT 2 DESCRIPfION OF PREMISES' Page i of...L to the Agreement dated ~ --' 2001, by and between CITY OF CLERMONT, as Landlord, and AT&T WIRELESS SERVICES OF FLORIDA, INC., a Florida corporation, d/b/a AT&T WIRELESS, as Tenant. The Premises are described and/or depicted as follows: The AT&T Premises are a part of Lots 4,5,6,11, 12, 13 and 14, Block 142, Johnson's Replat according to the Official map of the City of Clermont, recorded in PI~t Book 8, Pages 17 to 23 inclusive, Public Records of. ' Lake County, FI9rida. The AT&T Leased parcel is 880 square feet (22' X 40'). ' 80':"'O~ EXISTING L£ASE PARCEL 22'-0. " ' ...,' . :I'~ ¡ ~-- i '!' j 't .. i ).. ... ~' ~~I~ ~,~~~ 'I....~~ ~...",--Iò'O ... ~III:Ii 1'1.< t\¡ 5'-0. 11'-0. GENERATOR 'b PAD I , N .... _x~ __r- 0 r -- in .. '- .. I .. Î -, .. I .. EXI$T. I '. NEXTEL .. 10'1120' I. EOUIPWENT .. BUILDING I .. I .. I .. I .. I , I I _.J . I .cr 2 . ~ . ---- Notes: . 1. This Exhibit may be replaced by a land survey of the Premises once it is received by Tenant. 2. Any setback of the Premises ftom the Property's boundaries shall be the distance required by the applicable governmental autho~es. 3. Width of access road shall be the width required by the applicable governmental authorities, including police and fire departments. 4. The type. nul!"ber and mounting positions and locations of antennas and 1ransmission lines are illustrative only. Actual types, numbers and mountinUJOSitions may vary ftom what is shown above. Shelter Lease Agreement 6-14-00 . . . . De. 01967 ATTACHMENT 1 MEMORANDUM OF LEASE [FOLLOWS ON NEXT PAGE] PAGE 2187 Shelter Lease Agreement 6-14-00 , . . . . 0. 01967 PAGE 2188 Prepared by and Return to: ~ AtH!: Legal PgpltfttBeBt i 1769 Notth u.S. Œgftway-l- W~l Tower, Thh-d Fioðf'- North Pahn Bt:a\;h, FI 33408 Cell Site No.: CI-29/Lake Minnehaha State: Florida County: Lake MEMORANDUM OF LEASE This Memorandum of Lease is entered into on this J.i day of 3u I'\..Q..... .2001, by and between CITY OF CLERMONT, a municipal corporation existing under the laws of Florida, having a mailing address of 1 Westgate Plaza, Clermont, Florida 4371l(hereinafter referred to as "Landlord") and AT&T WIRELESS SERVICES OF FLORIDA, INC., a Florida corporation, d/b/a AT&T WIRELESS, with an office at 11760 North u.S. Highway One, West Tower, 3rd Floor, North Palm Beach, FL 33408 (hereinafter referred to as "Tenant"). 1. Landlord and Tenant entered into a certain Lease Agreement ("Agreement") on the .& day of ~lÅ I'\..P, .2001, for the purpose of installing, operating and maintaining a communications mcility and other improvements. All of the foregoing are set forth in the Agreement. 2. The term of the Agreement is for an Initial Term of five (5) years commencing on the date that Tenant commences construction and ending on the last day of the month in which the fifth (5th) anniversary of the Commencement Date occurs, with three (3) successive five (5) year options to renew. 3. The land which is the subject of the Agreement is described in Exhibit 1 annexed hereto. The portion ofthe land being leased to Tenant (the "Premises") is described in Exhibit 2 annexed hereto. 4. The Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, successors, and assigns, subject to the provisions of the Agreement. Shelter Lease Agreement 6-14-00 . . .. . oø8m 01~7 P&GJ&: 2189 IN WITNESS WHEREOF, the parties have executed this Memorandum of Lease as of the clay and year first above written. ~~ ~~ "LANDLORD" CITY OF CLERMONT, a municipal corporation existing under the laws of Florida By: -~~ Print Name: a. raid ~ LA r-v-i Ill> ~ Its: 'Y\At.i ~o r "TENANT" AT&T WIRELESS SERVICES OF FLORIDA, INC., aB~ida~øR-- By: .../- Print Name: Walter D. Tanner Its: System Development Manager [ACKNOWLEDGMENTS ON NEXT PAGE] Shelter Lease Agreement 6-14-00 . . . . 0.« OJl967 PAMm 2JlSO TENANT STATE OF FL°ïr~A1/J A 4 ¡ ss: COUNTY OF ~ The foregoing instrument was acknowledged before me this ---.LL day 0 Walter D, Tanner, System Development Manager of AT&T WIRELESS SERVI Florida corporation, d/b/a AT&T WIRELESS, on behalf of the corporation, 9ð who i who has produced as identification. 2001, by S OF FLORIDA, INC., a ersonally known to me or ,.~ TON ~y Pil DEBORAH !vi. BEA 8~~ My Commission # CC81575~ ,%,'~.¡ Expires: March 8.2003 :.t OF \\.'Ii FI Notary Service & Bonding Co. ,-800-3-NOTARV a. ~ oory~~ PrintN..e . t!~ My commission expires: LANDLORD STATE OF FLORIDA ) vi, ) ss: COUNTY OF ~ The foregoing instrument was acknowledged before me this ~ day of --.:..-~fl...L., . 2001, by 14oro/d 'l:crv\\ l(.. . the \fV\.O~Qí of the,£ity of Clermont, a municipal organization existing under the laws of Florida, on behalf 01 the organization, (v1 who IS personally known OR ( ) who has produced as identification. --.k~ 1{~ ,."""r::., ~m~\ TERESA STUDDARD it: :~ MY COMMISSION # CC 948213 '-1'" './ EXPIRES:June25,2004 -"Ilr.,\iI. Bonded Thru Notary Public Undennftøl8 Notary Public- Print Name: l-ereçt71. S;+I.AdMr-~ My commission expires: i.J. ~S. eLl Shelter Lease Agreement 6-14-00 . . . . . °.; 01967 JP~GE 2J1.91 EXHIBIT 1 DESCRIPTION OF PROPERTY to the Agreement dated llJ , ' "- ~ 2001, by and between CITY OF CLERMONT, as Landlord, and AT&T WIRELESS SERVICES OF FLORIDA, INC., a Florida corporation, d/b/a AT&T WIRELESS, as Tenant. . . The Property is described and/or depicted as follows: . . Lots 4, -5, 6:, 11, 12, 13 and 14, Block 142, Johnson's Rephlt -according to the officiaL map of the City of ., Clermont, recorded in Plat Book 8, Pages 17. to 2~. in- ~lusiv~" Public Records of Lake County, Florida. . ~ , 1. If the furegoing description is not a metes and bounds legal description, the parties agree to replace the foregoing description with a metes and. bounds legal description of the Property upon receipt thereof. . The quality of this image is equivalent to the quality of the original document. Shelter Lease Agreement 6-14-00 . . . ~ . OR~I:( 01967 p~ 2J1.92 EXHmIT 2 DESCRIPTION OF PREMISES. Page i of-.L to the Agreement dated lD { I <.J- ----J 2001, by and between CITY OF CLERMONT, as Landlord, and AT&T WIRELESS SERVICES OF FLORIDA, INC., a Florida corporation, d/b/a AT&T WIRELESS, as Tenant. The Premises are described and/or depicted as follows: The AT&T Premises are a part of Lots 4,5,6,11, 12, 13 and 14, Block 142, Johnson's Replat according to the Official map of the City of Clermont, recorded in Plat Book 8, Pages 17 to 23 inclusive, Public Records o( . Lake County, FI9rida. The AT&T Leased parcel is 880 square feet (22' X 40'). . .~ .~ I ; i ! J ~ .. i ..... po Notes: 80':"0. EXI$TINC LEASE PARCEl 22'-0. .-.. ! , i. 0 r in .. __1- _x~ ~. . ~~~~ ~ zl~ :::t-.'F :!1=- ~_...!ij~5 " ~rni t'I c t\ 5'-0" 11'-0. GENERATOR b .. PAD I I , N .. .... Î .. , I .. EXIST. I I. '. NOOa .. 10'1120' I. EQUIPMENT .. , '" BUILDING I .. I .. , I .. I I .. I I _.J II I . . ---- '" ~. ~ . t%~--,<, ìò 12-d 51£EET . . 1. This Exhibit may be replaced by a land survey of the Premises once it is received by Tenant. 2. Any setback of the Premises ftom the Property's boundaries shall be the distance required by the applicable governmental authorities. 3. Width of access road shall be the width required by the applicable governmental authorities, including police and fire departments. 4. The type, n~ber and mounting positions and locations of antennas and transmission lines are iIIuslrative only. Actual types, numbers and mountinUOsitions may vary ftom what is shown above. The quality of this image is equivalent to the quality of the original document. Shelter Lease Agreement 6-14-00 . . . Cell Site Number: CI-29/Lake Minnehaha Address: 400 12th St., Clermont, Florida 34711 SHELTER LEASE AGREEMENT TIllS SHEL TER LE~SE AGREEMENT ("Agreement"), dated as of the date below, is entered into by the CITY OF CLERMONT, a MUnicipal corporation existing under the laws of Florida, having a mailing address of 1 Westgate Plaza, Clermont, Florida 43711 (hereinafter referred to as "Landlord") and AT&T WIRELESS SERVICES OF FLORIDA, INC., a Florida corporation, d/b/a AT&T Wireless, having an office at 11760 North u.S. Highway One, West Tower, North Palm Beach, FL 33408 (hereinafter referred to as "Tenant"). BACKGROUND Landlord owns that certain plot, parcel or tract of land, together with all rights and privileges arising in connection therewith, l~ted at 400 12th St., Clermont, in the County of Lake, State of Florida (the "Property"). The Property being further identified on the Legal Description of the Property attached hereto as Exhibit 1. Tenant desires to lease a portion of the Property in connection with its federally licensed communications business to provide space for Tenant's equipment, which is subject to a separate lease for antennas fi'om the owner of an . antenna structure located on the Property or adjacent property, in accordance with this Agreement. Landlord desires to lease to Tenant a portion of the Property in accordance with this Agreement. The parties agree as follows: 1. !LEASE OF PREMISES. Landlord leases to Tenant a portion of the Property containing approximately 880 square feet as described on the attached Exhibit 2 ( the "Premises"), together with unrestricted access for Tenant's use fi'om the nearest public right-of-way alo.Qg the Property as described on the attached Exhibit 2. 2. PERMITTED USE. Tenant has the right to erect, maintain and operate on the Premises radio communications iàcilities, including utility lines, transmission lines, air conditioned equipment shelter (s) , electronic equipment, supporting equipment and structures thereto ("Communication Facility"). This shall be an unmanned facility and shall meet all permitting requirements and conform to City of Clermont ordinances relating to wireless communication. The site plan shall be incorporated in Exhibit 2, attached hereto. In connection therewith, Tenant has the right to do all work necessary to prepare, maintain and alter the Premises for Tenant's business operations and to install transmission lines connecting the antennas to the transmitters and receivers. All utility lines shall be installed underground. All of Tenant's construction and installation work shall be performed . at Tenant's sole cost and expense and in a good and workmanlike manner. Title to the Communication Facility shall be held by Tenant. The Communication Facility shall remain Tenant's personal property and are not fixtures. Tenant has the right to remove Tenant's Communication Facility at its sole expense on or before the expiration or earlier termination of this Agreement; provided, Tenant repairs any damage to the Premises caused by such removal. Shelter Lease Agreement 6-14-00 . . . . e' 3. JINST ALLA nONS. Tenant agrees to comply with all applicable governmental laws, rules, statutes and regulations, relating to its use of the Communication Facility on the Property. Tenant has the right to (i) modifY, supplement, replace, upgrade, or expand the equipment without Landlord's prior approval; or (ii) relocate the Communication Facility within the Premises at any time during the term of this Agreement with Landlord's prior written approval. Tenant will be allowed to make such alterations to the Property in order to accomplish Tenant's Changes or to insure that Tenant's Communication Facility complies with all applicable federal, state or local laws, rules or regulations. 4. TERM. (a) The initial lease term will be five (5) years ("Initial Term"), commencing upon the Commencement Date, as defined below. The Initial Term will terminate on the last day of the month in which the fifth annual anniversary of the Commencement Date occurred unless terminated as otherwise provided herein. (b) The Tenant shall have the right to extend this Agreement for three (3) additional five (5) year Term(s) (the "Extension Term"), upon the same terms and conditions unless the Tenant notifies the Landlord in writing of Tenant's intention not to renew this Agreement at least ninety (90) days prior to the expiration of the existing Term. (c) The Initial Term and the Extension Term are collectively referred to as the Term. ("Term"). 5. ~. (a) Commencing on the earlier of: (i) the date that Tenant commences construction; or (ii) Ninety (90) days ftom the full execution of this Agreement (the "Commencement Date"), Tenant will pay the Landlord a monthly rental payment of One Thousand Two Hundred Dollars ($1,200.00), plus any applicable tax ("Rent"), to Landlord, at the address set forth above, on or before the 5th day of each calendar month in advance. Rent will be prorated for any partial month. (b) Beginning with year two (2) of the Initial Term, the monthly Rent will increase by four percent (4%) over the previous year's Rent. 6. AJPIP'ROV ALS. (a) Landlord agrees that Tenant's ability to use the Premises is contingent upon the suitability of the Premises for Tenant's Permitted Use and Tenant's ability to obtain all governmental licenses, permits, approvals or other relief required of or deemed necessary or appropriate by Tenant for its use of the Premises, including without limitation applications for zoning variances, zoning ordinances, amendments, special use permits, and construction permits (collectively referred to as "Governmental Approvals"). Landlord authorizes Tenant to prepare, execute and file all required applications to obtain Governmental Approvals for Tenant's use under this Agreement and to assist Tenant with such applications. (b) Tenant has the right at Tenant's expense, to obtain a title report or commitment for a leasehold title policy ftom a title insurance company of its choice and to have the Property surveyed by a surveyor of Ten ant's choice. (c) Tenant may also obtain, at Tenant's sole cost and expense, soil boring, percolation, engineering procedures, environmental investigation or other tests or reports (collectively the "Tests") on, over, and under the Property, necessary to determine if the Tenant's use of the Premises will be compatible with Tenant's engineering specifications, system, design, operations or Governmental Approvals. 2 Shelter Lease Agreement 6-14-00 . . . . . 7. TERMINA nON. This Agreement may be terminated on ninety (90) days written notice as follows: (i) by either party upon a default of any covenant or term hereofby the other party, which default is not cured within sixty (60) days of receipt of written notice of default, provided that the grace period for any monetary default is sixty (60) days from receipt of notice; or (ii) by Tenant, so long as payments of Rent are current, for any reason or for no reason, provided Tenant delivers ninety (90) days written notice of early termination to Landlord and pays to Landlord, except for Paragraphs 7 (i), 7 (Hi), 18, 19, and 20, an amount equal to twelve (12) months Rent at the rental rate in effect at the time of termination as liquidated damages in consideration for such early termination (representing the loss of Rent which may have otherwise have been payable to Tenant under this Agreement had such early termination not been effectuated; or (iii) by Tenant if it does not obtain any license, permit or other approval necessary for the construction and operation of Ten ant's Communication Facility. 8. INTERFERENCE. (a) Tenant shall operate the Communication Facility in a manner that will not cause interference to Landlord and other lessees or licensees of the Property, provided that their installations predate that of the Communication Facility. All operations by Tenant shall be in compliance with all Federal Communications Commission ("FCC") requirements. (b) Subsequent as to the installation of the Communication Facility, Landlord shall not permit itself, its lessees or licensees to install new equipment on the Property or property contiguous thereto owned or controlled by the Landlord, if such equipment is likely to cause interference with Tenant's operations. Such interference shall be deemed a material breach by Landlord. In the event interference occurs, the Landlord agrees to take all reasonable steps necessary to eliminate such interference within thirty (30) days. In the event any such interference does not cease within the aforementioned cure period then the parties acknowledge that Tenant will have the right, in addition to any other rights that Tenant may have at law or in equity, for Landlord's breach of this Agreement, to elect to enjoin such interference. 9. INDEMNIIFIICATION. Lessee shall indemnify and hold Lessor harmless from all claims arising from the acts or omissions of Lessee or Lessee's agents or employees pursuant to this Agreement or in or about the Property. Lessor, to the extent permitted by law, shall indemnify and hold Lessee hanDless ftom all claims arising ftom the acts or omissions of Lessor or Lessor's agents or employees pursuant to this Agreement or in or about the Property. 10. WARRANTIES. Landlord warrants that: (i) Landlord owns the Property in fee simple and has rights of access thereto and the Property is free and clear of all liens, encumbrances, and restrictions which would preclude this Agreement; (ii) Landlord has full right to make and perform this Agreement; and (Hi) Landlord covenants and agrees with Tenant that upon Tenant paying the Rent and observing and performing all the terms, covenants, conditions on Tenant's part to be observed and performed, Tenant may peacefully and quietly enjoy the Premises. I I. ENVIRONMENTAL. Tenant agrees that it will not use, generate, store or dispose of any Hazardous Materials on, under, about or within the Property in violation of any law or regulation. Landlord represents, warrants and agrees that: (i) neither Landlord nor, to Landlord's knowledge, any third party has used, generated, stored or disposed of, or permitted the use, generation, storage or disposal of, any Hazardous Material 3 Shelter Lease Agreement 6-14-00 . . . . . on, under, about or within the Property in violation of any law or regulation,; (ii) Landlord has not, and will not permit any third party to use, generate, store or dispose of any Hazardous Material on, under, about or within the Property in violation of any law or regulation. Landlord and Tenant each agree to defend, indemnifY and hold harmless the other and the other's partners, affiliates, agents and employees against any and all agreement contained in this paragraph. 12. ACCESS. At all times throughout the Term of this Agreement, and at no additional charge to Tenant, Tenant and its employees, agents, and subcontractors, will have twenty-four (24) hour, seven (7) day pedestrian and vehicular access to and over the Property, ftom an open and improved public road to the Premises, for the installation, maintenance and operation of the Communication Facility and any utilities serving the Premises. Upon Tenanfs request, Landlord will execute a separate recordable access agreement evidencing this right. In the event any public utility is unable to use the access or easement provided to Tenant the Landlord hereby agrees to grant an additional access either to Tenant or to the public utility, for the benefit of Ten ant, at no cost to Tenant. 13. REMOVAL I RESTORATION. All portions of the Communication Facility brought onto the Property by Tenant will be and remain Tenant's personal property and, at Tenant's option, may be removed by Tenant at any time during the Term. Landlord covenants and agrees that no part of the Communication Facility constructed, erected or placed on the Premises by Tenant will become, or be considered as being affixed to or a part ot: the Property, it being the specific intention of the Landlord that all improvements of every kind and nature constructed, erected or placed by Tenant on the Premises will be and remain the property of the Tenant and may be removed by Tenant at any time during the Term. Within one hundred twenty (120) days of the termination of this Agreement, Tenant will remove all such improvements. Tenant will, to the extent reasonable, restore the Premises to its condition at the commencement of the Agreement, reasonable wear and tear.. Tenant will be responsible for the replacement of any trees, shrubs, or other vegetation damaged by Tenant's Communication Facility and will be required to remove ftom the Premises or the Property any foundations or underground utilities. 14. MAINTENANCE I UTILITIES. (a) Tenant will, at Tenant's expense, keep and maintain the Premises in good condition, reasonable wear and tear and damage ftom the elements excepted. Landlord will maintain and repair the Property but not the Premises, and access thereto, in good and tenantable condition, subject to reasonable wear and tear and damage ftom the elements. (b) Tenant will be solely responsible for and promptly pay all utilities charges for electricity, telephone service or any other utility used or consumed by Tenant on the Premises. Landlord will fully cooperate with any utility company requesting an over, under and across the Property in order for the utility company to provide service to the Tenant. During any application period the Tenant will have the right to temporarily use Landlord's electricity and will pay the Landlord the current local utility rate for electric consumed by Tenant. In the event Tenant cannot secure its own metered electrical supply, Tenant will have the right, at its own cost and expense, to submeter ftom the Landlord. Tenant will pay on a monthly basis the current local utility company rate for submetered electric, after the meter is read by the Landlord and billed to Tenant. Landlord will not be 4 Shelter Lease Agreement 6-14-00 . . . responsible for interference with, interruption of or failure, beyond the reasonable control of Landlord, of such services to be furnished or supplied by Landlord. . 15. DEFAULT AND RIGHT TO CURE. (a) The following will be deemed a default by Tenant and a breach of this Agreement: (i) non-payment of Rent if such Rent remains unpaid for more than sixty (60) days after receipt of written notice ITom Landlord of such failure to pay; or (ii) Tenant's failure to perform any other term or condition under this Agreement within forty-five (45) days after receipt of written notice ITom Landlord speci1)ring the failure. No such failure or breach, however, will be deemed to exist if Tenant has commenced to cure such default within such period and provided that such efforts are prosecuted to completion with reasonable diligence. Delay in curing a default will be excused if due to causes beyond the reasonable control of Tenant. If Tenant remains in default beyond any applicable cure period, Landlord will have the right to exercise any and all rights and remedies available to Landlord under law and equity. (b) The following will be deemed a default by Landlord and a breach of this Agreement. Landlord's failure to perform any term or condition under this Agreement within forty-five (45) days after receipt of written notice ITom Tenant speci1)ring the failure. No such failure or breach, however, will be deemed to exist if Landlord has commenced to cure the default within such period and provided such efforts are prosecuted to completion with reasonable diligence. Delay in curing a default will be excused if due to causes beyond the reasonable control of Landlord. If Landlord remains in default beyond any applicable cure period, Tenant will have the right to exercise any and all rights under this Agreement and any other rights available to Tenant at law or in equity, including the right to cure Landlord's default and to deduct the costs of such cure ITom any monies due to Landlord ITom Tenant. 16. ASSIGNMENT I SUBLEASE. Tenant may assign, sell or transfer its interest under this Agreement without the approval or consent of Landlord, to the Tenant's principal, affiliates, subsidiaries, subsidiaries of its principal or to any entity which acquires all or substantially all of the Tenant's assets in the market defined by the Federal Communications Commission in which the property is located by reason of a merger, acquisition, or other business reorganization. Upon notification to Landlord of such assignment, transfer . or sale, Tenant will be relieved of all future performance, liabilities and obligations under this Agreement. Tenant may not otherwise assign this Agreement without Landlord's consent. 17. NOTICES. All notices, requests, demands and communications hereunder will be given by first class certified or registered mail, return receipt requested, or by a nationally recognized overnight courier, postage prepaid, to be effective when properly sent and received, refused or returned undelivered. Notice will be addressed to the parties at the addresses set forth above (as to Tenant, AT&T Wireless, Attn.: System Development Manager, Re: Cell Site #CI-29, at 2400 Maitland Center Parkway, Suite 110, Maitland, Florida 32751. With a copy to: AT&T Wireless. Attn.: Legal Department, Re: Cell Site #CI-29, at West Tower, 11760 North u.S. Highway #1, North Palm Beach, Florida 33408.) Either party hereto may change the place for the giving of notice to it by thirty (30) days prior written notice to the other as provided herein. 18. SEVERABILITY. If any term or condition of this Agreement is found unenforceable, the remaining terms and conditions will remain binding upon the parties as though said unenforceable provision were 5 Shelter Lease Agreement 6-14-00 . . . . . not contained herein. However, if the invalid, illegal or unenforceable provision materially affects this Agreement then the Agreement may be terminated by either party on ten (10) days prior written notice to the other party hereto. 19. In the event Landlord receives notification of any condemnation CONDEMNATION. proceedings affecting the Property, Landlord will provide notice of the proceeding to Tenant within two (2) business days. In the event Tenant receives notification of any condemnation proceedings affecting the Premises, Tenant will provide notice of the proceeding to Landlord within two (2) business days. If a condemning authority takes all of the Property, or a portion sufficient, in Tenant's sole determination, to render the Premises unsuitable for Tenant, this Agreement will terminate as of the date the title vests in the condemning authority. The parties will be entitled to share in the condemnation proceeds, to the extent permitted by Chapter 73, in proportion to the values of their respective interests in the Property, which for Tenant will include, where applicable, the value of its Communication Facility, moving expenses, prepaid Rent, and business dislocation expenses. entitled to reimbursement for any prepaid Rent. Tenant will be 20. CASUAL TV. Landlord will provide notice to Tenant of any casualty affecting the Property within forty-eight (48) hours of the casualty. Tenant will provide notice to Landlord of any casualty affecting the Premises within forty~eight (48) hours of the casualty. If any part of the Communication Facility or Property is damaged by fire or other casualty so as to render the Premises unsuitable, in Tenant's sole determination, then Tenant may terminate this Agreement by providing written notice to the Landlord, which termination will be effective as of the date of such damage or destruction. Upon such termination, Tenant will be entitled to collect all insurance proceeds payable to Tenant on account thereof and to be reimbursed for any prepaid Rent. 21. INSURANCE. Tenant will carry during the Term, at its own cost and expense, the following insurance: (i) "All Risk" property insurance for its property's replacement cost; (ii) commercial general liability insurance with a minimum liability of$2,500,000 combined single limit for bodily injury or death/property damage arising out of anyone occurrence; and (iii) Workers' Compensation Insurance as required by law. Tenant shall provide to Landlord certificates of continuous coverage's prior to the effective date of this Agreement and thereafter, within ten (10) business days upon request trom the Landlord. The certificates shall provide that Landlord will receive at least thirty (30) days prior notice of cancellation of the coverage's required by this paragraph. Failure of Tenant to maintain insurance coverage's can be considered by Landlord as a material breach of this Agreement subject to and in accordance with the provisions of Paragraph 15(a)(ii) herein. 22. MISCELLANEOUS. (a) AmendmentIWaiver. This Agreement cannot be amended, modified or revised unless done in writing and signed by an authorized agent of the Landlord and an authorized agent of the Tenant. No provision may be waived except in writing signed by both parties. (b) Short Form LeaselMOL.Either party will, at any time upon fifteen (IS) days prior written notice trom the other, execute, acknowledge and deliver to the other a recordable Memorandum or Short Form Lease. Either party may record this Memorandum or Short Form Lease at any time, in its absolute 6 Shelter Lease Agreement 6-14-00 . . . . . discretion. Tenant shall upon termination of this Agreement, record a release of the Memorandum or Short Form Lease in the public records of Lake County, Florida. (c) The terms and conditions contained in this Agreement will Bind And Benefit. run with the Property and inure to the benefit of the parties, their respective heirs, executors, administrators, successors and assigns. (d) Entire Agreement. This Agreement and the exhibits attached hereto, all being a part hereof, constitute the entire agreement of the parties hereto and will supersede all prior offers, negotiations and agreements. (e) Governing Law. This Agreement will be governed by the laws of Lake County, Florida in which the Premises are located, without regard to conflicts oflaw. (f) Interpretation. Unless otherwise specified, the following rules of construction and interpretation apply: (i) captions are for convenience and reference only and in no way define or limit the construction of the terms and conditions hereof; (ii) use of the term "including" will be interpreted to mean "including but not limited to"; (iii) whenever a party's consent is required under this Agreement, except as otherwise stated in the Agreement or as same may be duplicative, such consent will not be unreasonably withheld. conditioned or delayed; (iv) exhibits are an integral part of the Agreement and are incorporated by reference into this Agreement; (v) use of the terms "termination" or "expiration" are interchangeable, and (vi) reference to a detàu1t will take into consideration any applicable notice, grace and cure periods. (g) Estoppel. Either party will, at any time upon fifteen (15) days prior written notice 1Ì"om the other, execute, acknowledge and deliver to the other a statement in writing (i) certifying that this Agreement is unmodified and in full force and effect (or, if modified, stating the nature of such modification and certifying this Agreement, as so modified, is in full force and effect) and the date to which the Rent and other charges are paid in advance, if any, and (ii) acknowledging that there are not, to such party's knowledge, any uncured detàults on the part of the other party hereunder, or specifying such detàults if any are claimed. (h) No Option. The submission of this Agreement for examination or consideration does not constitute a reservation of or option for the Premises. This Agreement will become effective as an Agreement only upon the legal execution, acknowledgment and delivery hereofby Landlord and Tenant. (i) Radon Gas. In accordance with Florida Law, the following notice is hereby given to Tenant: "RADON GAS: RADON IS NATURALLY OCCURING RADIOACTIVE GAS THAT, WHEN IT HAS ACCUMULATED IN A BUILDING IN SUFFICIENT QUANTITIES, MA Y 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 HEALTH DEPARTMENT." 7 Shelter Lease Agreement 6-14-00 . . . . . IN WITNESS WHEREOF, the undersigned has caused this Agreement to be executed with an effective dateof~l'\P- I~ ,2001. WITNESSES: "LANDLORD" CITY OF CLERMONT, a municipal corporation existing under the laws of Florida d By.~ Print: ~t-Iarold) L-u'-YI . Its: '-IIÆ ~,..- Federal Tax ID#: "5'1 - (Ønon ¿ CI (j" "TENANT" AT&T WIRELESS SERVICES OF FLORIDA, INC., .FI~ ...--... By: .1-- Print Name: alter D. Tanner Its: System Development Manager 8 Shelter Lease Agreement 6-14-00 . . . . TENANT . STATE OF FLORIDA ) a ) ss: COUNTY OF ~ ) The foregoing instrument was acknowledged before me this.-lL day of {11 U A 2001, by Walter D. Tanner, System Development Manager of AT&T WIRELESS SERVICES ~ INC. (a Florida corporation), d/b/a AT&T WIRELESS, on behalf of the corporation, ~ who is personally known OR () who has produced as identification. . .A)P-H"", J "'íw~ DEBORAH M. BEATON ~9; My Commission # CC8J5754 ~D1I~ Expires: March 8 2003 1-800-3-NOTARY ' Fla. NorB/}' Service & Sonding Co. LANDLORD Notary Pub 1 Print My Commission Expires: The foregoing instrument was acknowledged before me this I L't"'-...- day of . ..... J !JO- ~ - , 200 I, by ~ûr-old --rL.rvi J.t , the '-tY\ ~r of the City of CIEfII1ont, a municipal corporation existing under the laws of the State of Florida, on behalf of the corporation, ~ who is personally known OR ( ) who has produced as identification. . . dt~J~ Notary Public~ Print Name: , -e r-e,5>ú.. Š--f-rAd rI A.r cL My Commission Expires: lc . .;2 S - õ Lf STATE OF FLORIDA COUNTY OF La;k..e. ) ) ss: ) . TERESA STUDDARD ~1.\ MYCOMMISSIONIICC948213 i EXPIRES: June 25, 2004 Bonded Thru Notary Public Underwrillll , 9 Shelter Lease Agreement 6-14-00 . . . . . EXHIBIT 1 DESCRIPrION OF PROPERTY to the Agreement dated --,2001, by and between CITY OF CLERMONT, as Landlord, and AT&T WJRELESS SERVICES OF FLORIDA, INC., a Florida corporation, d/b/a AT&T WJRELESS, as Tenant. . The Property is described and/or depicted as follows: Lots 4, -5, 6" 11, 12, 13 and 14, Block 142, johnson's Replilt -according to the official. map of the City of . Clermont, recorded in Plat Book 8, Pages 17, to 2~ in- clusiv~., Public Records of Lake County, Florida . ~ . 1. 1fthe foregoing description is not a metes and bounds legal description, the parties agree to replace the foregoing description with a metes and bounds legal description of the Property upon receipt thereof. Shelter Lease Agreement 6-14-00 . . . . . EXllmIT 2 DESCRIPTION OF PREMISES Page i of..L to the Agreement dated ---J 2001, by and between CITY OF CLERMONT, as Landlord, and AT&T WIRELESS SERVICES OF FLORIDA, INC., a Florida corporation, d/b/a AT&T WIRELESS, as Tenant. The Premises are described and/or depicted as follows: The AT&T Premises are a part of Lots 4,5,6,11, 12, 13 and 14, Block 142, Johnson's Replat according to the Official map of the City of Clermont, recorded in Plat Book 8, Pages 17 to 23 inclusive, Public Records of . Lake County, Florida. The AT&T Leased parcel is 880 square feet (22' X 40'). . 6(1':"'0. EXISTING LEASE PARCEl 22'-0. n.' __"- _Z"""l 0 I in .. GENERATOR. PAD c¡» . N .- .. I i .. I .. . EXI$T. I . NEXTEL .. 10'1120' I. EQUIPMENT .. BUILDING I .. I .. I ~. £~I~ -~ .é1!lrQ; :;:r..1Ø:) ~ ~'I""I ...."'!I6i$ -; ~IIJ '" C t\¡ r:l-rt' 11'-8. Ed ~ t ~ .fJ ;, ~ ¡ ~. " ~ .. "i l. ... .. I .. I I I I --1 JI 0 ... . ---- , Notes: 1. This Exhibit may be replaced by a land survey of the Premises once it is received by Tenant. 2. Any setbaçk of the Premises ftom the Property's boundaries shall be the distance required by the applicable governmental authorities. 3. Width of access road shall be the width required by the applicable governmental authorities, including police and fire departments. 4. The type. number and mounting positions and locations of antennas and transmission lines are illustrative only. Actual types, numbers and mountinUJOSitions may vary ftom what is shown above. Shelter Lease Agreement 6-14-00 arm Wag Give fonn to the requester. Do NOT send to the IRS. ...RequestforTaxpayer I tev.December1996) Ident1llEation Number and Certifiea n epartment of the Treasury te al Revenue Service ) Name (if a joint account or you changed your name, see Specific Instructions on page 2.) Busil)¥S name, if diffe ,nt f¡Qm abow. (See Spec!flc Instructions on page 2.) L:.-l + L. r f'\Il, :r- Check appropnate box: Individual/Sole proprietor Corporation Add~ (number, street, and apt. or suite no.) 1.0. 10 \:LOd-.l City, state, and ZIP code c.. ~ r- YV\...cTYLk ~ ~ -r ( "2. - a 2.. l &) Taxpayer Identification Number (TIN) mer your TIN in the appropriate box. For Idividuals, this is your social security number ~SN). However, if you are a resident alien OR a ole proprietor, see the instruction on page 2. or other entities, it is your employer lentifrcation number (EIN). If you do not have a umber, see How To Get a TIN on page 2. lote: If the account is in more than one name, ee the chBtt on page 2 for guideHnes on whose ~~:rtification Inder penalties of perjury, I certify that: . The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and . I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding. :ertlflcatlon Instructions. - You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup ithholding because you have failed to report all Interest and dividends on your tax return. For real estate transactions, item 2. Does not apply. or mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement rrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the Certification, but you must rr:na:~ DateÞ £DIlellO! ~ ¡ 5. ) , I æ Purpose of Fonn.-A person who is required to file an information retum with the IRS must get your correct taxpayer identification number (TIN) to report, for example, income paid to you, real estate transactions, mortgage interest you paid, acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA. Use Form W-9 to give your correct TIN to the person requesting it (the requeeter) and, when applicable, to: 1. Certify the TIN you are giving is correct (or you are waiting for a number to be issued), 2. Certify you are not subject to backup withholding, or 3. Claim exemption from backup withholding if you are an exempt payee. Note: If a requester gives you a form other than a W-9 to request your TIN, you must use the requester's form if it is substentiaUy similar to this Form W-9. What is Backup Wlthholdlng?--Persons making certain payments to you must withhold and pay to the IRS 31 % of such payments under certain conditions. This is called "backup withholding." Payments that ~ be subject to backup withholding Partnership I õ... ~~..... n"~""'rf~\ hø~ fn"'¡nn~1\ Lü1:üI:LJ OR include interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, and certain payments from fIShing boat operators. Real estate transactions are not subject to backup withholding. If you give the requester your correct TIN, make the proper certifications, and report all your taxable interest and dividends on your tax return, payments you receive will not be subject to backup withholding. Payments you receive will be subject to backup withholding if: 1. You do not fumish your TIN to the requester, or 2. The IRS tells the requester that you fumished an incorrect TIN, or 3. The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends on your tax retum (for reportable interest and dividends only), or 4. You do not certify to the requester that you are not subject to backup withholding under 3 above (for reportable interest and dividend accounts opened after 1983 only), or For Payees Exempt From Backup Withholding (See the instructions on page 2.) 5. You do not cerb"fy your TIN when required. See the Part III instructions on page 2 for details. Certain payees and payments are exempt from backup withholding. See the Part II instructions and the separate Instructions for the Requester of Fonn W-9. Penalties Failure To Furnish TIN.-If you fail to fumish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect. Civil Penalty for False Infonnation With Respect to Wlthholding.-If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty. Criminal penalty for Falsifying infonnatlon.-Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines anellor imprisonment. Misuse of TINs.-lf the requester discloses or uses TINs in violation of Federal law, the requester may be subject to civil and criminal penalties. Cat No. 10231X Fonn W-9 (Rev. 12-96) Shelter Lease Agreement 6-14-0 1 . . . ,. . . Prepared bv and Return to: AT&T Wireless Attn: Legal Department 11760 North U.S. Highway I West Tower, Third Floor North Palm Beach, FI 33408 Cell Site No.: CI-29/Lake Minnehaha State: Florida County: Lake MEMORANDUM OF LEASE This Memorandum of Lease is entered into on this Ji day of .::Jú t\.Jl-- .2001, by and between CITY OF CLERMONT, a municipal corporation existing under the laws of Florida, having a mailing address of 1 Westgate Plaza, Clermont, Florida 43711(hereinafter referred to as "Landlord") and AT&T WIRELESS SERVICES OF FLORIDA, INC., a Florida corporation, d/b/a AT&T WIRELESS, with an office at 11760 North u.S. Highway One, West Tower, 3rd Floor, North Palm Beach, FL 33408 (hereinafter referred to as "Tenant"). 1. Landlord and Tenant entered into a certain Lease Agreement ("Agreement") on the -14- day of -::Tl.-I ~ ~ .2001, for the purpose of installing, operating and maintaining a communications fàcility and other improvements. All of the foregoing are set forth in the Agreement. 2. The term of the Agreement is for an Initial Term of five (5) years commencing on the date that Tenant commences construction and ending on the last day of the month in which the fifth (5th) anniversary of the Commencement Date occurs, with three (3) successive five (5) year options to renew. 3. The land which is the subject of the Agreement is described in Exhibit 1 annexed hereto. The portion of the land being leased to Tenant (the "Premises") is described in Exhibit 2 annexed hereto. 4. The Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, successors, and assigns, subject to the provisions of the Agreement Shelter Lease Agreement 6-14-00 . . . . . IN WITNESS WHEREOF, the parties havè executed this Memorandum of Lease as of the day and year first above written. WI SSE: "LANDLORD" CITY OF CLERMONT, a municipal corporation existing under the laws of Florida By. -~~ Print Name: t:1 raid I u (vi IlL> ~ Its: 'Y\A CA ~ a , "TENANT" AT&T WIRELESS SERVICES OF FLORIDA, INC., a Fl<rida ~ øÞ ~ By: . ../ -- Print Name: Walter D. Tanner Its: System Development Manager [ACKNOWLEDGMENTS ON NEXT PAGE] Shelter Lease Agreement 6-14-00 . . . . . TENANT STATE OF FLORIDA ) If /J4/1 1) ð ~ ss: COUNTY OF ~ The foregoing instrument was acknowledged before me this ----.Ll--. day 0 200 I, by Walter D. Tanner, System Development Manager of AT&T WIRELESS SERVI S OF FLORIDA, INC., a Florida corporation, d/b/a AT&T WIRELESS, on behalf of the corporation, 9ð who i ersonally known to me or who has produced as identification. r'. ~""";;--~TON . .0:1 Pi/. DEBORAH !\~. BEA 'r '\'.¡;. SI-7'i.1 Jf ) . My Commi..ion # CC .' ~~ ¡ Expires: March 8. 2003 "r Or\\.1;\ . & Bonding Co. 3-NOTARV F!a, !-<OI..-Y SelV1œ 1-BOO- -~C_. - i:~~~ r;~t' ~ LANDLORD STATE OF FLORIDA ) COUNTY OF ~ ss: The for1oing instrument was acknowledged before me this A day of _J'Lc~ ,2001, by kG (0/ '(..c rv \ \ l(.. . the \(\Ita ~ Q, of the ¡City of Clermont, a municipal organization existing under the laws of Florida, on behalf ot the organIzatIOn, (~ who IS personally known OR ( ) who has produced as identification. JRJift M~ Notary Public-- . Print Name: I -eX t'ç tíl S; +Lu?i.d Ct r-c.L My commission expires: l.J - ~'S.- úLf Shelter Lease Agreement 6-14-00 . . . . . EXHmIT 1 DESCRIPTION OF PROPERTY to the Agreement dated --J 2001, by and between CITY OF CLERMONT, as Landlord, and AT&T WIRELESS SERVICES OF FLORIDA, INC., a Florida corporation, d/b/a AT&T WIRELESS, as Tenant. . The Property is described and/or depicted as follows: Lots 4, -5, 6:, 11, 12, 13 and 14, Block.142, johnson's Replat -according to the officiaL map of the City of Clermont, recorded in Plat Book 8, Pages 17. to 2~. in- c:lusiv~., Public Records of I.ake County, Florida . ~ . 1. If the foregoing description is not a metes and bounds legal description, the parties agree to replace the foregoing description with a metes and bounds legal description of the Property upon receipt thereof. Shelter Lease Agreement 6-14-00 . ~ . . . EXHmIT 2 DESCRIPTION OF PREMISES Page i of-L to the Agreement dated ---J 2001, by and between CITY OF CLERMONT, as Landlord, and AT&T WIRELESS SERVICES OF FLORIDA, INC., a Florida corporation, d/b/a AT&T WIRELESS, as Tenant. The Premises are described and/or depicted as follows: The AT&T Premises are a part of Lots 4,5,6,11, 12, 13 and 14, Block 142, Johnson's Replat according to the Official map of the City of Clermont, recorded in Plat Book 8, Pages 17 to 23 inclusive, Public Records of . Lake County, Fl9rida. The AT&T Leased parcel is 880 square feet (22' X 40'). " 10':"0. EXI$TiNC L£A$E PARCEl 22"';'0" ..., 0 ." if) . ~-It- . .~~I; ~.J~~ .1 ~ ~._~~~ '" -"'rn~ '" '< t\¡ fj'-ff" 1'.-8. GENERATOR. PAD Ij» .N ... _X~ "d ~ I " ~ .= . ~" i ~" Y \,. .. i. l .. .. I .. , .. I .. EXI$T. I 'oNEXm. .. 10'1120' I . EQUIPMENT .. BUIlDING I .. I . I .. I .. I , I I --.J "'-- ~ . I ocr 0 - . ---- Notes: . ]. This Exhibit may be replaced by a land swvey of the Premises once it is received by Teuant. 2. Any selback of the Primúses fiom the Property's boundaries shall be the dislance required by the applicable governmental authorities. 3. Width ofacx:ess road shall be the width required by the applicable governmental authorities. including police and fin: departments. 4. The type, Dumber and mounling positions and locations of antennas and transmission lines are illustrative only. Actual types, numbers and mounlinuositions may vary fTom what is shown above. Shelter Lease Agreement 6-14-00