HomeMy WebLinkAbout2004-0619 Ground Lease-1st Amendment-2nd Amendment(Ft. Pierce) RedactedSite Name: FL -Fort Pierce -Ft. Pierce
Site Number: PIFLO67
GROUND LEASE AGREEMENT
THIS GROUND LEASE AGREEMENT') is made this day of ry d, a �
2037 (the "Commencement Date'), by and between SILVER -LINE PLASTICS CORPORATION, a
North Carolina corporation ("Lessor"), and PI TOWER DEVELOPMENT LLC, a Delaware limited
liability company ("Lessee").
1. Leased Premises. Lessor hereby leases to Lessee and Lessee hereby leases from Lessor
under the terms and conditions set forth in this Lease a fifty foot (50') by fifty foot (50'), for a total of two
thousand five hundred square feet (2,500 sf) portion of that certain parcel of real property, located at 3206
Enterprise Road, Ft. Pierce, FL 34982 ("Site"), as more particularly described on Exhibit "A" and the
survey or site plan shown on Exhibit "A-1" attached hereto and made apart hereof ("Leased Premises"),
together with an easement, or easements, for ingress, egress, utilities, and any other easements required by
the . local governing authorities, including, without limitation, a landscape buffer or "Fall Zone" (if
applicable), for. the duration of the lease on the property which is more.. particularly described on Exhibit
"B".attached hereto and. made a part..hereof ("Easement(s)"). The easementri&s herein granted include
the might and authority ofLessee.to grant or assign to third parties all or some of the easement rights granted
to Lessee herein. Lessor agrees and acknowledges that Lessee may, at Lessee's. sole cost,and expense, have
a metes and bounds survey prepared'of the Leased Premises and the .Easement(s), and that the legal
description of the Leased Premises and the Easement(s), as shown on the survey, once Lessee obtains
Lessor's written consent, shall thereafter become the legal description of the Leased Premises and the
Easement(s). Lessor represents and warrants that as of the Commencement Date Lessor has good and
marketable title to the Leased Premises and the Easement(s) free and clear of all liens and encumbrances,
other than those liens and encumbrances shown on Exhibit "C" attached hereto and made a part hereof.
Lessor further represents and warrants that there are no easements, licenses, rights of use or other
encumbrances on the Leased Premises or the Easement(s) which will interfere with or constructively
prohibit Lessee's Intended Use (as herein defined) of the Leased Premises.
2. Lessor's Representations and Warranties. Lessee agrees, that Lessee's sole use of the
Leased Premises shall be for a site to transmit and receive wireless communication signals and for the
construction and maintenance of cellular towers, antennas or buildings and related facilities ("Intended
Use"). Lessor represents that it has no knowledge of any covenants, restrictions, reciprocal easements,
servitudes, subdivision rules or regulations which Use would prohibit the Intended Use, but Lessee shall
be solely responsible for performing due diligence to satisfy itself that the Intended Uses may be lawfully
carried out. Lessor further represents and warrants that (i) the execution of this Lease by Lessor will not
cause a breach or an event of default of any other agreement to which Lessor is a party, (ii) there are no
pending or threatened administrative actions, including bankruptcy or insolvency proceedings under the
state or federal law, suits, claims or causes of action against Lessor or which may otherwise affect the
Leased Premises and the Easement(s), and (iii) the Leased Premises and the Easement(s) are not presently
subject to an option, lease or other contract which may adversely affect Lessor's ability to fulfill its
obligations under this Lease, and (iv) Lessor shall not grant an option or enter any contract which
wouldinterferes and/or unreasonably affect Lessee's use and occupancy of the Leased Premises or the
Easement(s) until this Lease expires or is terminated be Lessee.
3. Lessee's Due Diligence_ Period.
(a) Withintwent 20 business days followingthe Commencement Date, Lessee shall
pay to Lessor the amount o the "Due Diligence Fee"),
which Due Diligence Fee shall be nonrefundable to Lessee, except in the event that this Lease is terminated
by Lessee prior to the Rent Commencement Date (as herein defined) due to a default by Lessor. In the event
Lessee has not commenced construction of the Tower Facilities within one (1) y
Commencement Date Lessee shall then pay Lessor an additional Due Diligence Fee o
$"""Mor the second (2') year of the Due Diligence Period as hererrra er erne .
e Tower Facilities (as hereinafter defined) has not commenced, it is
understood that Lessee shall have the right to terminate this Lease for any reason or no reason at all, and
provided that Lessee restores Lessor's property to its condition as it existed prior to the payment of the Due
Diligence Fee, Lessee shall then have no further liability or obligation to Lessor except those obligations
which specifically survive the expiration or termination of this Lease, by delivery of written notice of
termination to Lessor prior to the Rent Commencement Date.
(b) Lessee shall have the right, at its cost and expense, to have the Leased Premises
and the Easement(s) surveyed and to obtain a title report or commitment for a leasehold title policy covering
the Leased Premises and the Easement(s) from the title insurance company of its choice prior to the Rent
Commencement Date. Lessor shall remove any survey or title defcets, which will.. adversely affect Lessee's
leasehold title or its ability to mortgage its leasehold interest. In the event Lessor.shall fail to cure any such
defects, Lessee shall have the night to terminate this Lease upon written notice to Lessor.
(c) In theevent of, any termination of the Lease, within thirty (30) days of such
termination Lessee will file a release or other appropriate instrument with the local recording office to
remove the Memorandum of Lease from the title record. If.said removal is not performed by Lessee within
such thirty (30) day period, Lessee appoints Lessor, as Lessee's agent and at Lessee's cost and expense, to
file the necessary release or other instrument to cause the Memorandum of Lease to be released from title.
4. Cooperation. Lessor agrees to cooperate with Lessee or Lessee's agent to file
governmental applications on behalf of Lessor with federal, state and local governmental authorities which
relate to Lessee's Intended Use of the Leased Premises, including, but not limited to, land use and zoning
applications, so long as any applications do not apply for or intend to change the zoning classification of
the Site. Lessor agrees to cooperate with Lessee in obtaining, at Lessee's expense, all licenses and permits
required for Lessee's use of the Leased Premises (the "Governmental Approval").
5. Use. The Leased Premises shall solely be used by Lessee for the transmission and receipt
of wireless communication signals in any and all frequencies and the construction and maintenance of a
communications tower, antennas, buildings, and related facilities and activities. Lessee may construct
additional improvements, demolish and reconstruct improvements, or restore, replace and reconfigure
improvements at any time during the Term (as herein defined) of this Lease so long as any changes or
improvements are related to the Intended Use and are confined within the Leased Premises.
6. Initial Term. The initial term of this Lease shall be five (5) years commencing on the
Commencement Date and terminating on the fifth (5th) anniversary of the Commencement Date ("Initial
Term"). The parties agree that a memorandum of lease in the form attached hereto as Exhibit "W',
evidencing the Commencement Date and other matters, shall be executed and recorded.
7. Renewal Terms. Lessee shall have the right to extend the Initial Term of this Lease for
rive (5) additional five (5) year terms ("Renewal Terms"). Each Renewal Term shall be on the same terms
and conditions as set forth in this Lease. This Lease shall automatically be renewed for each successive
Renewal Term unless Lessee notifies Lessor of Lessee's intention not to renew the Lease at least one
hundred eighty (180) days prior to the expiration of the Initial Term or the Renewal Term which is then in
effect. The Initial Term and each Renewal Term shall collectively be referred to herein as the "Term".
8. Rent. (a) Commencing on the Rent Comm nrPmPnt nnta rinrina tha Tarrn of thic i aaca
Lessee shall pay to Lessor an annual rental amount o
to be paid in equal monthly installments o
("Rent") Rent shall be payable in advan o i or e ore e i een ay a eac
ca en ar mon , an shall be remitted to the address shown for Lessor in this Lease, or such other address
as Lessor may direct by written notice to Lessee. It shall be the sole responsibility of the Lessor to remit
payment of any applicable State, County or local sales, rent or use tax to the appropriate taxing authority.
If the Rent Commencement Date or the date of termination (the "Termination Date") of this Lease is other
than the first (I st) day of a calendar month, Rent shall be prorated. In the event of termination of this Lease
for any reason, other than nonpayment of Rent, all Rent paid in advance of the Termination Date for that
period shall be refunded to Lessee. The "Rent Commencement Date" shall mean the date the Lessee
commences construction of the Tower Facilities; provided, however, in the event that Lessee has not
commenced construction of the Tower Facilities within two (2) years following the Commencement Date
(the "Due Diligence Period"), this Lease shall automatically terminate and the parties shall be released from
further liability or obligation hereunder except those obligations which specifically survive the expiration
or termination of this Lease. During the Initial Term and any Renewal Terms, monthl Rent shall. be
adj usted annually on each anniversary of the Commencement Date to an amount equal to
fthe monthly Rent its effect.immediatelyprior to the adjustment date. Late payments shall
ear interest at t e rate of tea percent (10%) per annum commencing ten (10) days.after payment is due. In
the event that Lessor must file suit to collect rent, than it shall be entitled to recover its reasonable. costs and
attorney's fees.
(b) So long as at all times during the Initial Terni and any applicable Renewal Terms there is one
Wireless Carrier (as hereinafter defined) with a sublease or license from Lessee for co -location space on
the Tower Facilities (the "Anchor Tenant"), then for each additional Wireless Carrier that co -locates on the
Tower Facilities, other than the Anchor Tenant, the Lessee shall pay to the Lessor the Wireless Revenue
Share Fee (as hereinafter defined), in equal monthly installments, which shall be deemed to include any
applicable State, County or local sales or use tax, beginning on the date the additional Wireless Carrier
(other than the Anchor Tenant) commences to pay its rent or license fee to Lessee, and, thereafter, on or
before the fifteenth (I 51h) day of each calendar month to the same address the Lessee remits the Rent. As
used herein, the "Wireless Revenue Share Fee" shall mean an amount equal to
of each month the Wireless Carrier (other than the Anchor Tenant) pays Lessee for its
use and occupancy of the Leased Premises. If the date of Lessee's obligation to begin to pay the Wireless
Revenue Share Fee, is other than the first (1st) day of a calendar month, the Wireless Revenue Share Fee
shall be pro -rated.
(c) For the purpose of Section 8, "Wireless Carrier" shall be defined as any cellular or PCS carrier such
as T -Mobile, AT&T, Cingular, Verizon, Sprint Nextel, or MetroPCS, but excluding 2-way/paging
companies, wireless internet companies or government agencies.
9. Conditions. Prior to the Rent Commencement Date, Lessee shall inspect the Leased
Premises, the Easements, and evaluate Lessor's use of its property, hi the event Lessee determines that any
use by Lessor or its invitees, will interfere with. its Intended Use, Lessee shall provide written notice to the
Lessor and the parties shall endeavor to resolve any conflicting uses prior to the Rent Commencement Date.
Commencement of construction by Lessee shall be deemed as acceptance of the conditions of the Premises,
Easements, access to public roads, and of the then existing uses by the Lessor of the Leased Premises and
adjacent property. Thereafter, in the event that Lessee's Intended Use of the Leased Premises is actually or
constructively prohibited through no fault of Lessee or the Leased Premises or the Easement(s) are, in
Lessee's opinion, unacceptable to Lessee, then Lessee may terminate as provided for in Paragraph 12(a)
and Lessee shall not be entitled to a refund from Lessor of any deposits, however Lessee shall be entitled
to a refund from Lessor of any Rent paid in advance to Lessor.
10. Interference. Lessor shall not use, nor shall Lessor permit its lessees, licensees, invitees
or agents to use, any portion of adjacent real property owned by Lessor in any way which interferes with
the wireless communications operation of Lessee. Such interference shall be deemed a material breach of
this Lease by Lessor and Lessor shall have the responsibility to terminate said interference after 72 hours
written notice at its sole cost and expense. In the event any such interference does not cease or is not
promptly rectified, Lessor acknowledges that continuing interference will cause irreparable injury to
Lessee, and Lessee shall have the right, in addition to any other rights that it may have at law or in equity,
to bring action to enjoin such interference or to terminate this Lease immediately upon notice to Lessor.
11. Improvements, Utilities, Access and Other Easements,
(a) Lessee shall have the right at Lessee's sole cost and expense, to erect and maintain
on the Leased Premises improvements, personal property and facilities, including without limitation, a
communications tower, a structural tower base, radio transmitting and receiving antennas, communications
equipment, equipment cabinet and/or shelters, and related facilities (collectively the "Tower Facilities").
The Tower Facilities shall remain the exclusive property of the Lessee throughout: the. Term and upon
termination of this Lease will be removed by Lessee. All.or any .portion of the Tower Facilities maybe
removed.by the Lessee from the Leased Premises at any time during the Term. Lessee shall, upon expiration
of the Term, or within sixty.00) days after any earlier termination of the Lease; remove its building(s),
antenna structure(s) (footings to a depth of three. feet), equipment, conduits, fixtures and all personal
property placed thereon by or through Lessee and restore the Leased premises to their original condition,
reasonable wear and tear and casualty damage not caused by Lessee excepted. This provision shall survive
termination of this Lease. Lessor grants Lessee the right, at Lessee's sole cost and expense, to clear all trees,
undergrowth, or other obstructions and to trim, cut, and keep trimmed and cut all tree limbs which may
interfere with or fall upon Lessee's tower or Lessee's other improvements, communications equipment, or
Easement rights. Lessee shall immediately remove from the Site all limbs, branches, or other obstructions
as a result of Lessee's actions to trim, cut, or move obstructions. Lessor grants Lessee a non-exclusive
easement in, over, across and through other real property owned by Lessor as reasonably required for
construction, installation, maintenance, and operation of the Tower Facilities, If Lessee fails to remove
from the Leased Premises after termination of this Lease, Lessee shall perform all obligations under this
Lease, including, without limitation paying rent at the then existing monthly rate or on the existing monthly
pro -rata basis if based upon a longer payment term, until such time as the removal of the Tower Facilities,
equipment, antennas, buildings, fixtures and all personal property are completed. In addition to the
foregoing, if Lessee fails to remove the Tower Facilities by the end of the sixty (60) day removal period,
Lessor may upon thirty (30) days' notice to Lessee and at Lessee's sole cost and expense, arrange to have
the Tower Facilities, or any part or portion thereof, removed. Lessee shall reimburse Lessor for any actual
and reasonable expense incurred in restoring the Leased Premises should Lessee fail to restore the Leased
Premises as provided in this Paragraph 10. In the event that Lessee holds over in violation of this Paragraph
10 after the sixty (60) day removal period, then the rent then in effect payable after the removal period set
forth in Paragraph 11 shall be equal to two hundred percent (200%) the rent applicable during the month
immediately preceding such expiration or earlier termination.
(b) Lessee shall have the right to install utilities, at Lessee's expense, and to improve
present utilities on the Leased Premises (including but not limited to the installation of emergency power
generators), Lessee shall have the right to permanently place utilities on (or to bring utilities across or
under) the Easement(s) to service the Leased Premises and the Tower Facilities. In the event that utilities
necessary to serve the equipment of Lessee or the equipment of Lessee's licensee(s) or sublessee(s) cannot
be located within the Easement(s) for ingress and egress, Lessor agrees to cooperate with Lessee and to act
reasonably in allowing the location of utilities on other real property owned by Lessor without requiring
additional compensation from Lessee or Lessee's licensec(s) or sublessee(s) so long as Lessor's cooperation
does not require granting Lessee or Lessee's licensee(s) or sublessee(s) additional lease or easement area.
Lessor shall, upon Lessee's request, execute a separate written easement to the utility company providing
the service for Lessee in a form which may be filed of record evidencing this right.
(c) Lessor represents and warrants to Lessee that Lessee shall, at all times during this
Lease, enjoy ingress, egress, and access from the Leased Premises to an open and improved public road
which presently exists, and which Easement(s) shall be adequate to service the Leased Premises and the
Tower Facilities. If no such public road exists, or ceases to exist in the future, Lessor will grant a maximum
of a ten foot (10') wide easement access off of Enterprise Road to Lessee and its sublessees and assigns so
that Lessee may, at its own expense, construct a suitable private access drive to the Leased Premises and
the Tower Facilities. Lessor acknowledges and agrees that any new private access drive constructed by
Lessee will be used by Lessee and its sublessees, sublicensees and assigns and may be used by Lessor. Any
use thereof by Lessor's tenants, licensees, or lessees or other occupants on the. Site shall be subject to
Lessee's prior written consent to use such private access drive. In the event there is any attempted use
thereof by Lessor's tenants, licensees or lessees or other occupants of the Site without Lessee's prior written
consent Lessee .shall notify Lessor in writing to correct such action. To the extent such access is across
other property owned. by Lessor, Lessor shall execute an easement evidencing this right. and. Lessor shall
maintain access to the Easement(s) in a free and open condition so that.no interference is caused by Lessor
or by other lessees, licensees, invitees or.. agents of the Lessor which may utilize the Easement(s). Lessor
shall provide such access to the Leased Premises across other portions of the Site, and over all paved or
unpaved roads owned or controlled by Lessor on the Site, to allow Lessee, or its sublessees, to use, maintain
and repair the improvements located on the Leased Premises. Such access shall be provided twenty-four
(24) hours per day, seven (7) days per week.
(d) If governmental authorities require a landscape buffer easement or any other type
of easement to grant approval for the construction of the Tower Facilities ("Additional Easement(s)"), and
if such Additional Easements cannot be located within the Leased Premises or the Easement(s) for ingress
and egress, Lessor agrees to cooperate with Lessee and to act reasonably in allowing the location of such
Additional Easement(s) on other real property owned by Lessor without requiring additional compensation
from Lessee or Lessee's licensee(s) or sublessee(s). Lessor shall, upon Lessee's request, execute a separate
written easement for such Additional Easement(s) in a forth which may be filed of record evidencing this
right.
12. Termination. Except as otherwise provided herein, this Lease may be terminated without
any penalty or further liability upon written notice as follows:
(a) By either party upon a default of any covenant or term hereof by the other party,
which default is not cured within sixty (60) days of receipt of written notice of default (without however,
limiting any other rights available to the parties pursuant to any other provisions hereof); provided, that if
the defaulting party commences efforts to cure the default within such period and diligently pursues curing
of the default to completion within a reasonable time period that shall not exceed an additional sixty (60)
days past the first sixty (60) days, the non-defaulting party shall no longer be entitled to declare a default;
(b) Upon thirty (30) days' written notice by Lessee to Lessor, if Lessee is unable to
obtain or maintain through no fault of Lessee, any license, permit or other Governmental Approval
necessary for the construction and operation of the Tower Facilities or Lessee's business; or
(c) By Lessee for any reason upon one (1) year's advance written notice from Lessee
to Lessor and with the payment of a termination fee to Lessor by Lessee in the amount equal to six (b)
months the then current Rent; or
(d) By Lessee pursuant to Paragraph 3 of this Lease.
13. Sublessee's Imyrovements. For the purposes of the Lessee pursuing its Intended Use,
Lessee's licensee(s) and sublessee(s) shall be entitled to modify the Tower Facilities and to erect additional
improvements on the Leased Premises, including, but not limited to antennas, dishes, cabling, additional
storage buildings or equipment shelters as are reasonably required for the operation and maintenance of the
communications equipment, together with rights of ingress and egress to the Leased Premises and the right
to install utilities to and on the Leased Premises and Easement(s) as if said licensee or sublessee were the
Lessee under this Lease, with the payment of any applicable Wireless Revenue Share Fees as outlined in
Paragraph 8 above.
14. Taxes. Lessee shall pay any personal property taxes assessed on, or any portion of such
taxes attributable to, the Tower Facilities. Lessee shall pay, as additional Rent, any increase in real property
taxes levied against the Leased Premises which are directly attributable to Lessee's use of the Leased
Premises (the "Telecom Increase") within thirty (30) days of receipt of Lessor's written request provided
thatLessor.agrees to furnish proof of the Telecom Increase to Lessee within one (1) year from the issuance
of the.tax bill from the local taxing authority. If the.Lessor fails to. provide Lessee with such proof of the
Telecom Increase. within one (1) years of the issuance of the tax bill from the local taxing authority, then
Lessee. shall have no obligation to reimburse Lessor for, or to pay such Telecom Inerease. In the event that
Lessor fails to pay, when due,. any taxes. affecting the Leased Premises or the Easement(s), Lessee shall
have the right, but not the..obl.igation, to pay such taxes and deduct the full amount of the taxes paid by
Lessee on Lessor's behalf from future installments of Rent. Lessor hereby represents and warrants that to
the best of Lessor's knowledge, Lessor's property on which the Leased Premises and Easement(s) are
located is not subject to any "Conservation Use Covenant", "Greenbelt Covenant", agricultural or
timberland covenant, or any .:other conservation use program which restricts or limits development of
Lessor's property. Lessor agrees to be solely responsible for payment of any penalties, roll -back or
additional taxes, special assessments or other monetary amounts now or hereafter payable to any county,
city, state or other party as a result of the breach of any conservation use tax program affecting the property
on which the Leased Premises and Easement(s) are located or resulting from the change in the Mature or
character of the use of the property from its present use to a communications tower facility. Lessor does
hereby covenant and agree to indemnify, defend and hold Lessee forever harmless from any and all
liabilities, claims, demands, actions or causes of action arising from or relating to a breach of any such
covenants, whether such breach occurs because of the erection of the Tower Facilities on the Leased
Premises or otherwise.
15. Destruction of Premises. If the Leased Premises or the Tower Facilities are destroyed or
damaged, so as to hinder the effective use of the Tower Facilities in Lessee's judgment, Lessee may elect
to terminate this Lease as of the date of the damage or destruction by so notifying the Lessor. In such event,
all rights and obligations of Lessee to Lessor shall cease as of the date of the damage or destruction, and
Lessee shall be entitled to the reimbursement of any Rent prepaid by the Lessee.
15. Condemnation. If a condemning authority takes all of the Leased Premises or
Easement(s), or a portion sufficient in Lessee's determination to render the Leased Premises or the
Easement(s), in the opinion of Lessee, unsuitable for the use which Lessee was then making of the Leased
Premises and Easement(s), this Lease shall terminate as of the date the title vests in the condemning
authority. Lessee shall be entitled to file its own claims against the condemning authority for the value of
its Tower Facilities, moving expenses, prepaid rent and business dislocation expenses. A sale of all or part
of the Leased Premises and/or Easement(s) to a purchaser with the power of eminent domain, in the face of
the exercise of eminent domain power, shall be treated as taking by condemnation for the purpose of this
paragraph.
17. Insurance. Lessee shall purchase and maintain in full force and effect throughout the
Term, public liability and property damage policies. The policy of general liability insurance shall provide
a combined single limit of $1,000,000 and shall name Lessor as an additional insured.
18. Lessee's Environmental Covenants and Indemnity. As used in this Lease, the term
"Hazardous Materials" shall mean any hazardous or toxic substance, material or waste which is, or becomes
designated as such in the future or is regulated by any agency of the United States Government or by any
local governmental authority having jurisdiction, including, without limitation, any substance, material or
waste that is defined or designated as a hazardous substance pursuant to the Comprehensive Environmental
Response, Compensation and Liability Act, the Resource Conservation and Recovery Act or the Clean
Water Act. During the Term of this Lease, Lessee shall cause the presence, use, storage and/or disposal of
any Hazardous Material, on or under the Leased Premises by Lessee, its agents, employees, business
invitees, contractors or sublessees to be in compliance with all applicable laws, rules, regulations and orders.
Lessee shall not install or permit the installation of any underground storage tanks on the Leased Premises.
Lessee shall defend, indemnify, protect and hold Lessor harmless from and against all claims, costs, fines,
judgments and liabilities, including, without limitation, reasonable attorney's fees and costs, arising out of
or in connection with the presence, storage, use or disposal of Hazardous Materials on or ,under the Leased
Premises to the. extent caused by the :acts, omissions or.'negligence of Lessee, its employees, business
invitees, contractors or sublessees. The foregoing indemnity shall survive the expiration or earlier
termination of this.Lease.
19. Lessor's Environmental Representation and Indemnity. Lessor represents and
warrants that no Hazardous Materials have been generated, stored, disposed of or are present on or under
the Leased Premises and the Easement(s) prior to the Commencement Date of this Lease. Lessor shall
indemnify, defend, protect and hold Lessee harmless from and against any and all claims, costs, fines,
judgments, liability, actions, causes of action, liens and expenses, including, without limitation, penalties
and reasonable attorneys' fees, incurred or suffered by or asserted against Lessee, to the extent arising out
of or in any way relating to any one or more of the following which are not caused by Lessee: (a) the
presence of any Hazardous Materials in, on, or under the Leased Premises; (b) any past, present or
threatened release of Hazardous Materials in, on, under or from the Leased Premises; (c) any activity by
Lessor in connection with any actual, proposed or threatened use, treatment, storage, existence, disposition
or other release, production, manufacturing, management, abatement, removal, handling, transfer or
transportation to or from the Leased Premises of any Hazardous Materials at any time located in, under or
on the Leased Premises; (d) any testing and/or remediation costs in connection with any Hazardous
Materials alleged to be located in, under, on or above the Leased Premises; (e) any past or present non-
compliance with or violations of any environmental laws in connection with the Leased Premises or
operations thereon, including but not limited to, any failure by Lessor to comply with any order of any
governmental authority in connection with any environmental laws; and (f) the imposition, recording or
filing or the threatened imposition, recording or filing of any environmental lien encumbering the Leased
Premises. The foregoing representations and indemnities shall survive the expiration or earlier termination
of this Lease.
20. Mutual Indemnification. Lessor shall indemnify and hold harmless Lessee from and
against any and all claims, liabilities, loss or damage, penalties or judgments to the extent arising from
injury to person or property sustained by anyone in and about the Leased Premises and Easement(s)
resulting from any act(s) or omissions(s) of Lessor, or Lessor's officers, agents, servants, employees,
contractors, or sublessees. Further, Lessor shall, at its own cost and expense, defend any and all suits or
actions {dust or unjust) which may be brought against Lessee or in which Lessee may be impleaded with
others upon any such matter, claim or claims, except as may result from the acts described in the following
paragraph. This indemnification obligation shall survive the expiration or earlier termination of the Lease.
Lessee shall indemnify and hold harmless Lessor from and against any and all claims, liabilities,
loss or damage, penalties or judgments to the extent arising from injury to person or property sustained by
anyone in and about the Leased Premises and Easement(s) resulting from any act(s) or omissions(s) of
Lessee, or Lessee's officers, agents, servants, employees, contractors, or sublessees. Further, Lessee shall,
at its own cost and expense, defend any and all suits or actions O ust or unjust) which may be brought against
Lessor or in which Lessor may be impleaded with others upon any such matter, claim or claims, except as
may result from the acts described in the preceding paragraph. This indemnification obligation shall survive
the expiration or earlier tennination of the Lease,
21, Notices. All notices required or permitted under this Agreement shall be in writing and
shall be deemed effective upon personal delivery, or three (3) days after being deposited in the U.S. Mail,
registered or certified, and postage prepaid, or one (1) day after being deposited with.a recognized overnight
delivery service. Such notices shall be addressed to the applicable party at its.address shown below, or at
such other address or addresses as either party shal I designate to the other in writing in accordance with this
paragraph:
As to Lessor: Silver -Line Plastics Corporation
As to Lessee: PI Tower Development LLC c/o Lendlease
909 Lake Carolyn Parkway
Suite 260
Irving, Texas 75039
With a copy to: Lendlease Americas, Inc.
200 Park Avenue
9"' Floor
New York, New York, 10166
Attention: General Counsel
22, Title and Quiet Eniovment. Lessor warrants and represents that (i) it has the full right,
power, and authority to execute this Lease; (ii) it has good and marketable fee simple title to the Leased
Premises and the Easement(s). Lessee shall satisfy itself during the Due Diligence period that Leased
Premises constitute a legal lot that may be leased without the need for any subdivision or platting approval.
Lessor covenants that Lessee shall have the quiet enjoyment of the Leased Premises during the Term of the
Lease. Lessor shall indemnify, defend and hold harmless Lessee fi•om and against any loss, cost, expense
or damage, including attorneys fees associated with a breach of the foregoing covenant of quiet enjoyment.
This Lease shall be an estate for years and not a usufruct. Lessor shall not use, nor shall Lessor permit its
lessees, licensees, invitees, or agents to use any portion of any property owned or controlled by Lessor in
any way which interferes with the operations of Lessee. Such interference shall be deemed a material
breach by Lessor, and Lessee shall have the right, in addition to any other rights that it may have in law or
equity, to enjoin such interference or to terminate this Lease, but subject to the written notice and
opportunities to cure set forth in Paragraph 12 of this Lease
23. Subordination and Non -Disturbance. This Lease shall be subject to and subordinate to
any mortgage or deed to secure debt (collectively referred to as a "Mortgage") made by Lessor which may
now or hereafter encumber the Leased Premises and Easement(s), provided that no such subordination shall
be effective unless the holder of every such Mortgage shall in a separate agreement with Lessee agree that
in the event of a foreclosure, or conveyance in lieu of foreclosure of Lessor's interest in the Leased Premises
and Easement(s), such holder shall recognize and confirm the validity and existence of this Lease and that
Lessee shall have the right to continue its use and occupancy of the Leased Premises and Easement(s) in
accordance with the provisions of this Lease as long as Lessee is not in default of this Lease beyond
applicable notice and cure periods. Lessee shall execute in timely fashion such instruments as may
reasonably be requested to evidence the provisions of this paragraph.:1n the .event the Leased Premises
and/or Easement(s) are encumbered by a Mortgage on the Commencement Date, Lessor, no later than thirty
(30) days after the Commencement Date, make commercially reasonable efforts to obtain and furnish
Lessee. with a non -disturbance agreement in. recordable form. from the holder of each Mortgage.
24. Assignments and Subleases.
(a) Lessee may, upon notice to Lessor, mortgage or grant a security interest in Lessee's
leasehold estate and the Tower Facilities, and may make a conditional assignment of this Lease and the
Tower Facilities to any such mortgagees or holders of security interests, including their successors and
assigns (hereinafter, collectively referred to as "Secured Parties"). In such event, Lessor shall execute such
consent to leasehold financing as may reasonably be required by any Secured Party. Lessor agrees to notify
Lessee and Lessee's Secured Parties simultaneously of any default by Lessee, and to give to the Secured
Parties the same right to cure any default as Lessee except that the cure period for any Secured Party shall
not be less than thirty (30) days after the receipt of the default notice; provided, however, that for
non -monetary defaults, Lessor shall not terminate the Lease for so long as a Secured Party is diligently
pursuing a cure of the default that shall not exceed sixty (60) days from receipt of the default notice, and if
curing such non -monetary default requires possession of the Leased Premises and Easement(s), then Lessor
agrees to give Secured Party sixty (60) days to obtain possession of the Leased Premises and Easement(s)
and to cure such default. If a termination, disaffirmation or rejection of the Lease, pursuant to any laws
(including any bankruptcy or insolvency laws), by Lessee shall occur, or if Lessor shall terminate this Lease
for any reason as provided for in Paragraph 12, herein, Lessor will give the Secured Parties prompt notice
thereof and Lessor will give each Secured Party the right to enter upon the Leased Premises during a thirty
(30) day period commencing upon such Secured Party's receipt of such notice for the purpose of removing
any Tower Facilities. . Lessor waives any lien, interest, claim, right or title in the Tower Facilities which
Lessor now has or may hereafter acquire, whether by statute, agreement or otherwise, and agrees that the
Tower Facilities shall remain personal property and shall not constitute fixtures, notwithstanding any
attachment to real property or any other applicable law or doctrine relating to fixtures. A Secured Party
shall have all of the rights of Lessee under the Lease, including, but not limited to, the right to exercise any
renewal option(s) or purchase option(s) set forth in this Lease. Lessor acknowledges that the Secured
Parties shall be third -party beneficiaries of this Lease.
(b) Lessee shall have the right to license, sublease or assign its rights under this Lease,
with notice to Lessor and upon any of the following conditions:
any conditional assignment of this Lease to a Secured Party as described in
subparagraph (a) above;
ii, any license or sublease of a portion of the Tower Facilities in the ordinary course
of Lessee's business;
iii, an assignment or sublease to an affiliate entity of Lessee; or
iv, an assignment to an entity in the business of developing or owning
telecommunication towers, provided that any such assignee shall have a net worth
equal to or greater than Lessee's.
Any license, sublease or assignment by Lessee of its rights under this Lease which is not set forth in (i) —
(iv) above shall require the consent of the Lessor, which shall not be unreasonably withheld, delayed and/or
conditioned. Any license, sublease or assignment pursuant to this subparagraph. (b) shall be subject to all
terms and conditions of this Lease. Upon assignment of all of its rights pursuant to this Lease, and the
execution of a written assumption of all of the terms and conditions of the Lease by the assignee, Lessee
shall be released from any further liability under this Lease.
25, ;Successors :and Assigns.. This Lease shall run with the Leased Premises described .:on
Exhibit '.A" :and shall:.be binding upon and inure to the benefit. of the.parties, thea respective, heirs,
successors, personal representatives.and assigns.
26. Waiver of Lessor's Lien. Lessor hereby waives any and all lien rights it may have,
statutory or otherwise, in and to the Tower Facilities or any portion thereof, regardless of whether or not
same is deemed real or personal property under applicable laws.
27. Waiver of Incidental and Consenuential Damaiies. Lessor will not assert any claim
whatsoever against Lessee for loss of anticipatory profits or any other indirect, special, incidental or
consequential damages incurred by Lessor as a result of the construction, maintenance, operation or use of
the Leased Premises or the Easement(s) by Lessee. Lessee will not assert any claim whatsoever against
Lessor for loss of anticipatory profits or any other indirect, special, incidental or consequential damages
incurred by Lessee as a result of the construction, maintenance, operation or use of the Site, Leased Premises
or Easement(s) by Lessor.
28. Lesseepkullnilcoatilols
+ xclusivi . Lessor agrees not to lease any of Lessor's property within a radius
of one thousant from the Leased Premises for construction of a tower, for the construction or
for use as a com facility or for the operation of an antenna site leasing business which competes
directly or indirectwith Lessee.
29. Ri ht of First Refusal. Intentionally deleted.
30. Certifications. Either party may request, in writing, that the other party certify information
to a prospective mortgagee or purchaser. Such certification shall be transmitted within ten (10) days after
receipt of written request and may be relied upon by the party who requested it, and the contents of the
certificate shall be binding upon the party executing it. The certificate may include (i) the validity, force
10
and effect of this Lease; (ii) the extent to which this Lease has been supplemented or amended; (iii) the
existence of any default; (iv) the existence of any offsets, counter -claims or defenses on the part of the other
party; (v) the commencement and expiration dates of the Term, (vi) the amount of any prepaid rent; and
(vii) any other matter as may reasonably be requested.
31.. Self Hem. Without limiting Lessee's right to terminate this Lease pursuant to Paragraph
12(a) hereof, in case of a breach of any covenant or term hereof by the Lessor, the Lessee may, in its sole
discretion, elect to remedy the Lessor's breach, which remedy shall not operate or be construed as a waiver
of the Lessee's rights herein to recover the cost of such remedy from the Lessor by setoff or otherwise, and
the Lessor shall indemnify the Lessee from any and all costs, expenses, reasonable attorney fees and
litigation expenses as may be incurred by the Lessee in performing the Lessor's obligations hereunder.
32. Miscellaneous.
(a) The substantially prevailing party in any litigation arising hereunder shall be
entitled to its reasonable attorney's fees and court costs, including appeals and post judgment proceedings,
if any.
(b) Each party agrees to furnish to the other, within ten (10) days after request, such
truthful estoppel information as the other may reasonably request.
(c) This Lease constitutes the entire agreement and understanding of Lessor and
Lessee. with respect to the subject matter of this Lease, and supersedes all offers, negotiations and other
agreements. There are no representations. or understandings of any kind not set. forth. herein. Any
amendments to .this Lease must be in. writing and executed. by Lessor and Lessee; provided, however, that
this Lease. may not be.. amended.in any respect which would be reasonably likely to have.a material adverse
effect.on a Secured Party's interest therein, or surrendered, terminated or cancelled by Lessee, without.the
prior.written consent. of such Secured Party.
(d) If either Lessor or Lessee is represented by a broker in this transaction, that party
shall be fully responsible for any fees due such broker and shall hold the other party harmless from any
claims for commission by such broker.
(e) This Lease shall be construed in accordance with the laws of the state in which the
Leased Preinises is situated.
(f) If any term of this Lease is found to be void or invalid, such invalidity shall not
affect the remaining terms of this Lease, which shall continue in full force and effect.
(g) Lessor shall cooperate with Lessee in executing any documents necessary to
protect Lessee's rights under this Lease or Lessee's use of the Leased Premises and the Easement(s), and
to take such action as Lessee may reasonably require to effect the intent of this Lease.
(h) This Lease may be executed in two or more counterparts, all of which shall be
considered one and the same agreement and shall become effective when one or more counterparts have
been signed by each of the parties, it being understood that all parties need not sign the same counterpart.
The parties agree that a scanned or electronically reproduced copy or image of this Lease shall be deemed
an original,
(i) Lessor agrees that the terms of this Lease shall be strictly confidential and that
Lessor shall not disclose any of the terms hereof to any third party, except with Lessee's prior written
11
consent. Notwithstanding the foregoing, Lesson• is permitted to disclose the terms of this Lease to its
attorneys, financial consultants, accountants and lenders.
(SIGNATURE PAGES FOLLOWING)
12
IN WITNESS WHEREOF, the parties hereto have executed this Lease as of the date first written
above.
-LES'SM:
eM-r L®
WITNESS: (9N
a NeAk4awUnax-"p=1Lon (-tW;-(fA tia'6'fi�
Print Name
WITNESS:.
Print Name
Print Natne
By:
Name: Ron E. Biftner
Vice President
Title:
Date,
By..
Print Name:
Title.
Date: Z, f
13
EXHIBIT "A"
Description of Real Property (Leased Premises)
A 50' by 50' parcel of land for the tower compound being located around the base of the tower, all being a
portion of the parent tract (see attached warranty deed for legal description of parent tract, if available). The legal description
of the Leased Premises shall be determined by survey and shall thereafter replace this Exhibit "A".
Tax Parcel I.D. # of parent tract: 2128-131-0001-000-0
Physical Address of parent tract:
14
EXHIBIT "A-1"
Survey or Site Plan
Location of the Leased Premises shall be determined by survey, and upon completion shall replace this
Exhibit "A-1 ".
!
P1 THCOOM 50'x54'
LEASE PARCEL
�r •f>ca�i,e.��t
r
s
>
/> PI TELECobi 3o' WIDE AGL
>> & UTILITY EASEMENT
PARENT TRACT
r
TAX PARCEL 2428-131-4401-004-0
OWNER: SILVER-L.INE PLASTICS CORP.
47' SPUR TRACK M5€#4FNT
DEEP "OK 3" PAGE 14"
GEED BOOK 384, PAGE 1454
O.A. WAS. PAGE 798
i
!
Nc�i�Tw
1
1
LEASE EXH1131T - PLAN
SCALE: 1" � 100'
35' URAINGAGE EASEME
OA. 1455, PAGE 2647
TALC PARCEL:: 2478-133.0001.00,0-6
OWNER: SMVER-LME PI-ASTICS CORP,
SURVEYING INC.
IIS f1,', ! girl »1 �I.f- E:Vlilt'111111, 1i::l;lil4 31illl
E rill ,}:1 V.•.�fl._ ''-':II. rZl
is
0 3 j
! I
I
j
I
I !
!
i I
rrvFrsr{ru,l�clr:
FT. PIERCE
Sr. LLUE COUNTY, fLORIVA
11K)r'CSLr} ISO �10,40'CLE KIVi{r{
EXHIBIT `B"
Easements)
(i) An easement from the Leased Premises to an open and improved public road in a minimum width
of either 25 feet or the minimum width necessary to comply with any applicable governmental
requirements, whichever is greater, to allow for ingress to and egress from the Leased Premises by
vehicle;
(ii) An easement as may be required to provide utilities to the Leased Premises from the utility
providers' preferred connection point;
(iii) if required by governmental authorities, an casement for a "Fall Zone" centered on the location of
the Lessee's tower and extending outward in a circle for the number of feet as may be required by local
zoning authorities (typically equal to the height of the Lessee's tower but could be more); and
16
EXHIBIT "C"
Liens and Encumbrances
Holder of I" Mortgage:
If 1Vo Mortgage (s), check here:
17
EXHIBIT I'D"
MEMORANDUM OF GROUND LEASE AGREEMENT
See Attached
18
Upon recording return to:
PI `Power Development LLC
909 Lake Carolyn Parkway
Suite 260
Irving, Texas 75039
Attention: Corporate Contracts Manager
Site Name: FL-FortPierce-Ft. Pierce
Site Number: PIFLO67
MEMORANDUM OF GROUND LEASE_ AGREEMENT
This Memorandum of Ground Lease Agreement is made on ; 2017, by.and
between SILVER -LINE PLASTICS .CORPORATION, .a North Carolina corporation, as Lessor, whose
mailing address is 900 Riverside Dr, Asheville, NC 28804 and PI :TOWER DEVELOPMENT LLC, a
Delaware limited liability company, as Lessee, whose address is 909 Lake Carolyn Parkway; Suite :260,
Irving, Texas 75039.
1. Lessor. and Lessee are parties to a Ground Lease Agreement dated as of
201 (the "Lease"), the terms and provisions of which are incorporated
herein by this reference. The premises covered by the Lease are located in Saint Lucie County, Florida, as
more fully described in the legal description attached hereto as Exhibit "A" ("Leased .Premises").
2. Pursuant to the Lease, the Lessor has granted, and by these presents does grant, to the Lessee
easements for ingress, egress, utilities, "Fall Zone" (if applicable), and any other easements required by
Lessee or governmental authorities for the duration of the Lease Agreement a more particularly described
on Exhibit "A" hereto. The easement rights herein granted include the right and authority of Lessee to
grant or assign to third parties all or some of the easement rights granted to Lessee herein.
3. The Lease provides for an initial term of five (5) years (the "Initial Term") which commenced on
. The Lease also provides for five (5) additional five (5) year renewal
terns (each, a "Renewal Term"). The Lease shall automatically renew for each such Renewal Term unless
Lessee delivers written notice of intent not to renew to Lessor at least thirty (30) days prior to the expiration
of the Initial Term, or the Renewal Term then in effect.
4. All of the terms and conditions of the Lease are incorporated herein by reference. In the event of
a conflict between the terms hereof and the terms of the Lease, the terms of the Lease shall govern.
19
IN WITNESS WHEREOF, the parties hereto have executed this Memorandum of Lease as of the
date first written above.
LESSOR:
SILVER -LINE PLASTICS CORPORATION
a North Carolina corporation
Witness:
Print Name:
Title:
Print Name:
STATE OF
COUNTY OF
I, a Notary Public of the County and State aforesaid,
certify that _ as of , a
personally came before me this clay and acknowledged that (s)he executed the
foregoing instrument on behalf of said . He/She is personally known to me or produced
as identification.
WITNESS my hand and notarial seal, this ____ day of , 201_
Notary Public:
Print Name:
My Commission. Expires:
20
Witness:
Print Name:
Print Name:
STATE OF FLORIDA
COUNTY OF
LESSEE:
PI TOWER DEVELOPMENT LLC,
a Delaware limited liability company
Print Name:
Title:
WITNESS my hand and notarial seat, this — day of —, 201
Notary Public:
Print Name:
My Commission Expires:
21
EXHIBIT "A"
LEASED PREMISES AND EASEMENTS
The 50' x 50' Leased Premises and Easetnent(s) are located in the land legally described as follows:
That part of the West 1/2 of the East 112 of Section 28, Township 35 South, Range 40 Last, St.
Lucie County, Florida, lying South of the Florida East Coast Railroad, Lake Harbor Branch, and
North of Canal Number 10, Less the tract conveyed to Fort Pierce Growers Association as
described in. Warranty Deed dated January 24, 1972, and recorded in U.R. Book 199, Page 1420,
of the Public Records of St. Lucie County, Florida. LESS AND EXCEPTING THE SOUTH 60.00
FEET THEREOF AND THE RIGHT OF WAY FOR ENTERPRISE ROAD, as now laid out and
in use. SUBJECT to a previously existing reservation or a perpetual easement created in Q.R.
Book 384, Page 1452 of the Public Records of St. Lucie County, described therein as follows:
"The Grantors hereby reserve for themselves and their assigns, a perpetual easement over and
upon the Westerly 47 feet of the above described property for the purpose of preserving to the
Grantors, their heirs and successors in interest, that Railroad Spur Track located' thereon, including
the right to use said railroad spur track to bring equipment, material or products from the FEC
Railway line to the remaining properties owned by said Grantors, and to deliver products, material
and equipment from the property of the Grantors to the FITC Railway line, to repair, maintain and
use said railroad spur track in all manners customarily followed in using a railroad spur track, and
to comply with all of the requirements and obligations between the Grantors and FEC Railway
company concerning said railroad spur track." "The easement reserved by Grantor is for the use
of said railway line in common with Grantees, their successors and assigns, as is more fully set out
in a Maintenance Agreement executed and recorded concurrently herewith."
22
Site Name: FL -Fort Pierce -Ft. Pierce
Site Number: PIFLO67
FIRST AMENDMENT TO GROUND LEASE AGREEMENT
THIS FIRST AMENDMENT TO GROUND LEASE AGREEMENT ("Amendment") is entered into
as of 201 (the "Effective Date"), by and between SILVER -LINE PLASTICS
CORPORA a North Carolina corporation ("Lessor"), and PI TOWER DEVELOPMENT LLC, a
Delaware limited liability company ("Lessee").
RECITALS
A. Lessor and Lessee entered into that certain Ground Lease Agreement with a
Commencement Date of March 15, 2017 (the "Lease").
B. Lessor and Lessee have agreed to locate the Leased Premises and Easement(s) on a
different parcel from where the Site was originally located in the Lease. The new location of the Leased
Premises and Easement(s) shall be depicted in the revised Survey attached hereto as Exhibit "A".
C. Capitalized terms used herein and not defined herein shall have the meanings given to
them in the Lease.
D. Lessor and Lessee desire to amend the Lease as set forth herein.
AGREEMENTS
NOW, THEREFORE, for and in consideration of the mutual covenants herein contained and other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each
party hereto, Lessor and Lessee hereby agree as follows:
Section 1 of the Lease shall be deleted in its entirety and shall be replaced with the
following:
"Leased Premises. Lessor hereby leases to Lessee and Lessee hereby leases from Lessor under
the terms and conditions set forth in this Lease a fifty foot (50') by fifty foot (50'), for a total of two
thousand five hundred square feet (2,500 sf) portion of that certain parcel of real property, located
at Enterprise Road, Ft. Pierce, FL 34982 ("Site"), as more particularly described in the survey
shown on Exhibit "A" attached hereto and made a part hereof ("Leased Premises"), together with
an easement, or easements, for ingress, egress, utilities, and any other easements required by the
local governing authorities, including, without limitation, a landscape buffer or "Fall Zone" (if
applicable), for the duration of the lease on the property which is more particularly described in the
survey shown on Exhibit "A" attached hereto and made a part hereof ("Easement(s)"). The
easement rights herein granted include the right and authority of Lessee to grantor assign to third
parties all or some of the easement rights granted to Lessee herein. Lessor agrees and
acknowledges that Lessee may, at Lessee's sole cost and expense, have a metes and bounds
survey prepared of the Leased Premises and the Easement(s), and that the legal description of the
Leased Premises and the Easement(s), as shown on the survey, once Lessee obtains Lessor's
written consent, shall thereafter become the legal description of the Leased Premises and the
Easement(s). Lessor represents and warrants that as of the Commencement Date Lessor has good
and marketable title to the Leased Premises and the Easement(s) free and clear of all liens and
encumbrances, other than those liens and encumbrances shown on Exhibit "B" attached hereto
and made a part hereof. Lessor further represents and warrants that there are no easements,
licenses, rights of use or other encumbrances on the Leased Premises or the Easement(s) which
Will interfere with or constructively prohibit Lessee's Intended Use (as herein defined) of the Leased
Premises."
2. In the last sentence of Section 6, the words "Exhibit "D"" are deleted and shall be replaced
with "Exhibit "C""
3. The Notice address for Lessee in section 21 shall be replaced with the following:
"PI Tower Development LLC
c/o Lendlease Telecom Holdings LLC
2320 Cascade Pointe Blvd
Suite 300
Charlotte, NC 28208
Attn.: Corporate Contracts Manager"
4. Exhibit "A" of the Lease shall be deleted in its entirety and replaced with the Survey
attached hereto as Attachment 1.
5. Exhibit "A-1" and Exhibit "B" of the Lease shall be deleted in their entirety.
6. Exhibit "C" of the Lease shall be renamed "Exhibit "B"".
7. Exhibit "D" of the Lease shall be renamed "Exhibit "C""
8. Attachment 2, attached hereto, shall be inserted into the Lease as "Exhibit "D"'.
9. Except as modified herein and by this Amendment, the parties hereby confirm that all
provisions of the Lease shall and do remain in full force and effect.
10. . This Amendment maybe signed in two or more counterparts, each of which will be deemed
an original agreement, but all of which together will constitute one and the same document.
[Signature Page Follows]
X
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the Effective
Date.
WITNESSES:
Printed Name:�d�
Printed Name: N-�MA 1-5
WITNESSES:
Printed Name: Nancy Venturelli
3
LESSOR:
Silver -line Plastics Corporation,
a North Carolina corporation
By:
Printed Name:
Title:
LESSEE:
PI Tower Development LLC,
a Delaware limited liability company
By: �.
Printed Name:
Title: r. Asset Management
Attachment 1
Exhibit "A"
Survey
I I
� I
� I I
I
f WASN'm11tlMp
avoa�sniaaaiva /
---------------
y
]
-
.8
b i,E3'.
�da; e
"e
`
a
d! ty
I
a-���gi
Q
g
....
11HO�
e s�-
x HN
s
I @
3
SIP
---- €€-------
�o
o
I
� oil
i
�tl9
i 9p
I �
y
QI
z�-
"za
6Hn
I
i
s
I5;
�
I I
� I
� I I
I
f WASN'm11tlMp
avoa�sniaaaiva /
---------------
-
r
!
I
--------------- y----
---- €€-------
�o
I
� oil
i
�tl9
i 9p
I �
y
QI
z�-
"za
6Hn
I
i
s
I5;
�
130
I I
baE c
I
i
1
1
f 1 ---
�a �
dm's 11 -------- ---
111
11 �'d 11
1 & 1
-
r
!
I
--------------- y----
---- €€-------
�tl9
6 I
I
�RaRP
I
i
130
I I
sit
pMBtM 4 Al 111146Id
tl���
. � !��a
8soi 9 b a
01 `€P s 1ival WHO'$
w MIMI[
f E E[ li gg In � � � F �
bp�e.. a€ sIM"
pp a aha 3 3 3 1� I S
gy
zr� 04
e pnFigaQ$gs
lbCeU6 Isa
te
•:o i.-!'
4Yi .i�� BBie®'8i • ®e a � p o i " � `s 6S C �& i a � � �
Zb`
6rR� �I
g
v I t
E
6z� I L
---m {
� I m7xnpnaxsrwu�Nmmi�e � _ 5
VP
Tim I
A•.OL l • AO.OBN 5 I
--------------- -----------,pp., 1,111.1.1,M1 11111H HH111111111
� !
6
I
I
1
r
i
i
Attachment 2
EXHIBIT "D"
AMENDMENT TO MEMORANDUM OF GROUND LEASE AGREEMENT
See Attached
Upon recording return to:
P1 Tower Development LLC
2320 Cascade Pointe Blvd, Suite 300
Charlotte, NC 28208
Attention: Corporate Contracts Manager
Site Name: FL -Fort Pierce -Ft. Pierce
Site Number: PIFL067
AMENDMENT TO MEMORANDUM OF GROUND LEASE AGREEMENT
This Amendment to Memorandum of Ground Lease Agreement (this "Amendment to
Memorandum") is made on , 201_, by and between SILVER -LINE PLASTICS
CORPORATION, a North Carolina corporation, as Lessor, whose mailing address is 900 Riverside Dr.
Asheville, NC 28804 and PI TOWER DEVELOPMENT LLC, a Delaware limited liability company, as
Lessee, whose address is 2320 Cascade Pointe Blvd, Suite 300, Charlotte, NC 28208.
RECITALS
A. Lessor and Lessee are parties to that certain Ground Lease Agreement which commenced
on the 151h day of March 2017 (the "Ground Lease"), a memorandum of which was recorded on the 30th
day of March 2017 in OR Book 3978, Page 2189 (the "Memorandum") in the Official Records of St. Lucie
County, Florida (the "Official Records").
B. Lessor and Lessee have agreed to locate the Leased Premises and Easements on a
different parcel from where the Site was originally located in the Lease pursuant to that certain First
Amendment to Ground Lease Agreement of even date herewith and desire to record a notice thereof in the
Official Records.
C. The new location of the Leased Premises and Easement(s) shall be legally described in
Exhibit "A" attached to this Amendment to Memorandum.
NOW THEREFORE, for valuable consideration, the receipt and adequacy of which are hereby
acknowledged, Lessor and Lessee agree as follows:
1. All references to Lessee's address in the Memorandum are hereby deleted in their entirety
and replaced with the following:
"2320 Cascade Pointe Boulevard
Suite 300 .
Charlotte, NC 28208"
2. Exhibit "A" to the Memorandum is hereby deleted in its entirety and replaced with Exhibit
"A" attached to this Amendment to Memorandum.
3. Capitalized terms used herein and not defined herein shall have the meanings given to
them in the Ground Lease.
[Signature Pages Follow]
M
IN WITNESS WHEREOF, the parties hereto have executed this Amendment to Memorandum of
Lease as of the date first written above.
Witness:
Print Name:
Print Name:
STATE OF
COUNTY OF
LESSOR:
SILVER -LINE PLASTICS CORPORATION,
a North Carolina corporation
I` Hr Cn 1u ONLY DO 11,10.T SIG
Print Name:
Title:
a Notary Public of the County and State aforesaid,
certify that as . of Silver -Line Plastics
Corporation, a North Carolina corporation personally came before me this day and acknowledged that (s)he
executed the foregoing instrument on behalf of said . He/She is personally known to
me or produced" as identification.
WITNESS my hand and notarial seal, this — day of , 201^
Notary Public:
Print Name:
My Commission Expires:
Witness:
Print Name:
Print Name:
STATE OF NORTH CAROLINA
COUNTY OF MECKLENBURG
LESSEE:
PI TOWER DEVELOPMENT LLC,
a Delaware limited liability company
1-,Ci�li�l i Oi•-,ILY __ C7�� l�lC�.�_ �7i�.i�.i
Print Name:
Title:
I, the undersigned Notary Public for said County and State, do
hereby certify that , as of PI Tower
Development LLC, a Delaware limited liability company, personally appeared before me this day, and
acknowledged the due execution of the foregoing instrument on behalf of said company. He/She is
personally known to me or produced as identification.
WITNESS my hand and notarial seal, this _ day of , 201^
Notary Public:
Print Name:
My Commission Expires:
10
EXHIBIT "A"
LEASED PREMISES AND EASEMENTS)
The Leased Premises and Easement(s) are legally described as follows:
PI TELECOM INFRASTRUCTURE, LLC LEASED PREMISES DESCRIPTION
A PARCEL OF LAND LYING IN TETE NORTHEAST QUARTER. OF BION 28, TOWNSHIPF 35 SOUTH, RANGE
40 EAST, ST. LUCIE COUNTY, FLORIDA, BEING MORE. PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCE AT THE INTERSECTION OF THE NORTH RIGHT-OF-WAY LINE OF DIGIORGIG ROAD (A
60 -FOOT WIDE RIGHT-OF-WAY) AND THE WEST RIGHT-OF-WAY LINE OF ENTERPRISE ROAD (A SRS-FO01
WIDE RIGHT-OF-WAY); THENCE EN88- 01' 34-W ALONG: SAID MORT14 RIGHT- -WAY LINE FOR 4409.36
FEET; THENCE ENOG9 00' OWES FOR 182„34 FEET; THENCE X1910 GCV 00"W FOR 50.,00 FEET TO THE POINT
OF BEGINNING OF THE HE=REIN DESCRIBED PARCEL OF LAND; THENCE S00° MOVE FOR 50.00 FEE';
THENCE N900 00' OV'W FOR 51i 00 FE! T; THENCE NOOO OW 00"E FOR 30.00 FEET; THENCE N900 00'00"E-
FOR
0'00"E-
FDR 50.00 FEET TO THE POINT OF BEGIN N. G. SAID PARCEL OF LAND SITUATF, LYING AND BEING IN
ST. LUCIE COUNTY, FLORIDA CONI'AIlNING 2,500 .SQUARE FEET MORE OR LESS.
PI TELECOM INFRASTRUCTUREt LLC ACCESS & UTILITIES EASEMENT DESMPTION
AN EASEMENT PARCEL OF LAND LYING I[N THE NORTHEAST QUARTER OF SECTION 28, TOWNSHIP 35
SOUTH, RANGE 40 EAS', ST. LUCIE COUNTY, FLORIDA, TEEING MORE PARTICULARLY DESCRIBED AS
FOLLOWS.
COMMENCE AT THE INTERSECTION OF THE NORTH RIGHT -OF' -WAY LINE OF DIGIORGIO ROAD (A
60 -FOOT WIDE RIGHT -OF: -WAY) AND TREE=• WEST RICO T-OF-41VAY LINE OF ENTERPRISE ROAD (.A 60-FOOI
WIDE RIGHT -OE= -WAY); THENCE 1'NOW' 01' 34" 4IW ALONG SAID NORTH RIGHT-OF-WAY LINE FOR 409.35
MET TO TETE POINT OF BEGINNING OF THE HEREIN DESCRIBED EASEMENT PARCEL OF LAND; THENCE
NOO” 00'00"E FOR 182.34 FEET; THENCE N9V Bit' OVOW FOR 50.00 FE=ET; THENCE SO80 00'00'E FOR
50.00 FEE=T; THENCE N900 00' OWE FOR 20.00 FEET; THENCE SOG- (tit` OWE FOR 3.51.31E FEET TO AN
INTERSECTION WITH SAID NORTH RIGHT-OF-WAY LINE OF DIGIORGIO ROAD THENCE S88' 01'34"f
ALONG SAID NORTH RIGHT-OF-WAY EINE FOR 30.02. FEET TO THE POINT OF BEGINNING.
11
Site Name: FL -Fort Pierce -Ft. Pierce
Site Number: PIFLO67
SECOND AMENDMENT TO GROUND LEASE AGREEMENT
THIS SECOND,AMENDMEN TO GROUND LEASE AGREEMENT ("211d Amendment") is
entered into as of the a day of , 2019, by and between Silver -Line Plastics
Corporation, a North Carolina Corporation ("Lessor"), and PI Tower Development LLC, a Delaware
limited liability company ("Lessee").
RECITALS
A. Lessor and Lessee entered into that certain Ground Lease Agreement dated
effective as of March 15, 2017, as affected by that First Amendment to Ground Lease Agreement
dated effective as of January 11, 2019 (the "Lease").
B. Capitalized terms used herein and not defined herein shall have the meanings given
to them in the Lease.
C. Lessor and Lessee desire to amend the Lease as set forth herein.
AGREEMENTS
NOW, THEREFORE, for and in consideration of the mutual covenants herein contained and
other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged
by each party hereto, Lessor and Lessee hereby agree as follows:
The following sentence shall be added after the second sentence in Paragraph 3(a):
"In the event Lessee has not commenced construction of the Tower Facilities within
two (2) years of the Commencement Date, Lessee shall then pay Lessor an
additional Due Diligence Fee of Four Thousand and 001100 ($4,000.00) for the
third (31d) year of the Due Diligence Period as hereinafter defined."
2. The third to last sentence of Paragraph 8(a) of the Lease is hereby deleted in its
entirety and replaced with the following:
"The "Rent Commencement Date" shall mean the date the Lessee commences
construction of the Tower Facilities; provided, however, in the event that Lessee has
not commenced construction of the Tower Facilities within three (3) years following
the Commencement Date (the "Due Diligence Period"), this Lease shall
automatically terminate and the parties shall be released from further liability or
obligation hereunder except those obligations which specifically survive the
expiration or termination of this Lease."
3. Addresses for Notices as to Lessee under Paragraph 21 of the Lease are hereby
deleted in their entirety and replaced with the following:
"As to Lessee: PI Tower Development LLC
CIO Lendlease (US) Telecom Holdings LLC
2320 Cascade Pointe Boulevard, Suite 300
Charlotte, North Carolina 28208
Attention: Corporate Contracts Manager
With a copy to: Lendlease Americas, Inc.
200 Park Avenue, 91h Floor
New York, New York 10166
Attention: General Counsel"
4. Except as modified herein and by this 2nd Amendment, the parties hereby confirm
that all provisions of the Lease shall and do remain in full force and effect.
5. This 2nd Amendment may be signed in two or more counterparts, each of which will
be deemed an original agreement, but all of which together will constitute one and the same
document.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties hereto have executed this 2n" Amendment as of the dates
written below their respective names.
WITNESSES:
Printed Name:
V
Printed Name: May u+lam
WITNESSES:
t
Printed Name: Nancy Venturaill
Prated Name: Zazhq�j'j
L
LESSOR:
Silver -Line Plastics Corporation, a North
Carolina corporation
By: ff
Name: Z(
Title:
Date:
LESSEE:
PI Tower Development LLC, a Delaware
limited liability company
By:
Name: Ron E. BMW
Title: Vice President
Date: ve-l