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HomeMy WebLinkAboutCommunications Site Sublease AgreementIs Sublessee's Site ID: South Florida Recycles No 68828 COMMUNICATIONS SITE SUBLEASE AGREEMENT This ommunications Site Sublease Agreement ("Sublease") entered into this 11 day of_11--) , 2008 by and between Sublessor: Keys Wi-Fi Inc, a Florida Corporation 104 Palmetto Avenue Tavernier, FL 33070 Sublessee: Verizon Wireless Personal Communications LP d/b/a Verizon Wireless One Verizon Way Mail Stop 4AW100 Basking Ridge, New Jersey 07920 For valuable consideration, receipt whereof is hereby acknowledged, the parties hereto agree as follows: 1. Premises. Sublessor subleases to Sublessee, and Sublessee subleases from Sublessor, on the terms and considerations set forth herein, the following described space (collectively, the "Premises") within and on the property. located at 9901 Range Line Road, Port St. Lucie, St. Lucie County, Florida 34987, within St. Lucie County Tax Parcel ID4 4201-134- 0003-010/5, and as legally described on Exhibit A attached hereto and made a part hereof (the entirety of Sublessor's property is referred to hereinafter as the "propert)"). The Premises is specified as follows: (a) Space on Sublessor's communications tower (the "Tower") located on the Property at the 183 foot level centerline for the installation by Sublessee of six (6) antennae, which space is more particularly shown on Exhibit B attached hereto. (b) Space on the Tower sufficient for the installation of twelve (12) coaxial cables and power lines to serve Sublessee's antennae. (c) Space on the ground (approximately 12 ft. X 30 ft, and 4 ft. X 10 ft.) for the installation of Sublessee's equipment (including but not limited to Sublessee's transmitter, cabinets and related power supplies, cable access and cables for connection to Sublessee's antennae), which space is more particularly shown on Exhibit B attached hereto. 2. Use. The Premises shall be used by Sublessee only for the installation, operation and maintenance of the equipment and antennae specified in Exhibit C. With respect to Sublessee's ground space, the equipment specified in Exhibit C may be repaired, replaced or added to by Sublessee without Sublessor's consent, provided, Sublessee does not use any -space beyond that which is designated in Section I (c) above. With respect to Sublessee's space on the Tower, the equipment and antennae specified in Exhibit C may be repaired or replaced without Sublessor's consent; provided that any replacement equipment or antennae shall be of like kind v and, provided, further, no .increase may be made in antenna size, antenna shape, power requirements, or tower loading without Sublessor's consent (which consent shall not be unreasonably withheld, delayed). Sublessee's initial equipment and antennae installations shall be first submitted to Sublessor for approval prior to initial installation (which approval shall not be unreasonably withheld, delayed). Sublessee's submitted plans shall be deemed approved by Sublessor if Sublessor does not object in' writing to Sublessee's plans within ten (10) days after said plans are submitted to Sublessor. Sublessor acknowledges that Sublessee currently,uses frequencies within the 1950-1965 MHz and 1870-1885 MHz bands. Provided Sublessee complies with the terms of this Sublease (including but not limited to the interference provision contained in Section 9 below) Sublessor agrees that Sublessee shall have the right to use any frequencies licensed to. Sublessee by the Federal Communications Commission. Sub Lessee shall not drill or weld any part of the Tower or of Sublessor's equipment. Brackets or mounts shall be bolted with no drilling into the Tower. 3. Tests and Construction. Sublessee shall have the right at any time following the full execution of this Sublease to enter upon the Property for the purpose of making appropriate engineering and boundary surveys, inspections, soil test borings, other reasonably necessary tests and constructing the Sublessee facilities, 4. ' Term. This Sublease shall be effective as of the date both parties sign this Sublease; provided, however, the initial term of this Sublease is five years commencing on the first (I") day of the month following the date Sublessee is granted a building permit by the governmental agency charged with issuing such permits (the"Commencement Date"), and terminating on the fifth anniversary of the Commencement Date unless otherwise terminated as providedherein. S. Option to Extend. Sublessee shall have the right to extend the term of this Sublease for five (5) successive five-year periods on the terms and conditions set forth herein. This Sublease shall automatically be extended for each successive renewal term unless Sublessee notifies Sublessor in writing, not less than ninety days in advance of the commencement of the next succeeding renewal term, of Sublessee's intention not to renew. The initial term and all extensions shall be collectively referred to herein as the "Term". Notwithstanding anything herein to the contrary, Sublessee acknowledges and agrees that Sublessor is the lessee of the Property pursuant to that certain Ground Option and. Lease Agreement dated February 23, 2007 by and between Sublessor and WCA of St. Lucie, LLC, a Delaware limited liability company (the "Prime Lease") and that this Sublease, including, without limitation, the Term hereof, is subject and subordinate to the Prime Lease. In the event the Prime Lease terminates or expires for any reason, this Sublease shall simultaneously end. Sublessor agrees to abide by all of the terms of the Prime Lease and not to do anything that would result in an early termination of the Prime Lease. 6. Rent; Sublessee shall pay to Sublessor, as annual rent for the first lease year of the initial term, the -sum of Dollars monthly installments on the first day of each month,. plus sales tax, if any, imposed by taxing authorities. Rent shall commence on the Commencement Date. Rent for partial 'months shall be prorated. Rent may be paid via direct deposit method, and Sublessor agrees to provide to Sublessee bank routing information for such purpose upon request of Sublessee. Sublessor and Sublessee acknowledge and agree that initial rental payment(s) shall not actually be sent by Sublessee until thirty (30) days after the date Sublessee is granted a building permit. By way of illustration of the preceding sentence, if the building permit is issued on January 13, the Commencement Date is February 1, and Sublessee shall send to Sublessor the rental payment for February l by February 13. 7. Rent Escalation Clause. Commencing on the first annual anniversary of the Commencement Date and each annual anniversary thereafter, annual rent shall be increased by an amount equal to mint. (&/o) of the annual rent dub for the immediately preceding year. S. Facilities; Utilities, Access. (a) All of Sublessee's construction and installation work shall be' performed at Sublessee's sole cost and expense and in a good and workmanlike manner. Title to Sublessee's equipment, antennae and other personal property shall be held by Sublessee. All of Sublessee's equipment, antennae and other personal property shall remain Sublessee's personal property and shall not be deemed fixtures. At any time during the term of the Sublease, Sublessee has the right to remove all of Sublessee equipment, antennae and other personal property at its sole expense; provided, Sublessee repairs any damage to the Premises caused by such removal. Sublessor will maintain the Property, excluding the Premises, in a good condition, reasonable wear and tear and casualty los's excepted. (b) Sublessee shall obtain all utilities separately metered; (c) Sublessee, Sublessee's employees, agents, subcontractors, lenders and invitees shall have access to the Premises without notice to Sublessor twenty-four (24) hours a day, seven (7) days a week, at no charge. Sublessor grants to Sublessee and its agents,' employees, contractors, guests and invitees, a non-exclusive right and easement forpedestrianand vehicular ingress and egress, including trucks, over that certain gravel driveway extending from the nearest public right-of-way, Range Line Road, to the Premises, said gravel driveway being substantially as shown on Exhibit B attached hereto. Additionally, Sublessor grants to Sublessee and its agents, employees, contractors, guests and invitees, a non-exclusive right and easement for access, ingress and egress to the Premises over the common areas within the Property and the Tower. Further, Sublessor grants Sublessee a non-exclusive right and easement for the installation and maintenance of utility wires, poles, cables, conduits, and pipes -within the common areas of the Property necessary to connect (i) Sublessee's communications equipment located .within the ground space to its antennae located on the Tower and to the electrical and telephone utility sources located on the Property, including without limitation any common use wave -guide bridge(s) connecting to the Tower, and (ii) Sublessee's propane tank to its generator and the generator to the electric utility sources servicing Sublessee's communications equipment within the ground space. In the event there are not sufficient electric and telephone utility sources located on the Property, Sublessor agrees to grant Sublessee or the local utility provider the right to install such utilities on, over and/or under the Property necessary for Sublessee to operate its communications facility, provided the location of such utilities shall be as reasonably designated by Sublessor. (d) Sublessor shall mainttlin all access roadways froml the nearest public roadway to the Premises in a manner sufficient to allow pedestrian and vehicular access at all times under normal weather conditions. 9. Interference., (a) Sublessee agreesto install equipment of the type and frequency which will not cause harmful interference which is measurable in accordance with then existing industry standards to any equipment of Sublessor or other sublessees or licensees of the Property which equipment existed on the Property prior to the date this Sublease is executed :by the parties. Furthermore, in the event Sublessee desires to add equipment in the future, such equipment must be of the type, and frequency which will not cause harmful interference which is measurable in accordance with then existing industry standards to the then existing equipment of Sublessor and other sublessees or`licenseesLof the Property. In the event Sublessee's equipment causes such interference, and after Sublessor has notified Sublessee in writing of such interference, Sublessee will take all commercially reasonable steps necessary to correct and eliminate the interference, including but not limited to, at Sublessee's option, powering down such equipment and later powering up such equipment for intermittent testing. in no event will Sublessor be entitled to terminate this Sublease or relocate the equipment as long as Sublessee is making a good faith effort to remedy the interference issue. Sublessor agrees that Sublessor and/or any other tenants of the Property who currently have or in the future take possession of the Property will be permitted to install only such equipment that is of the type and frequency which will not cause harmful interference which is measurable in accordance with then existing industry standards to the then existing equipment of Sublessee. The parties acknowledge that there will not be an adequate remedy at law for non compliance with the provisions of this paragraph and therefore, either party shall have the right to equitable remedies, such as, without limitation, injunctive relief and specific performance. (b) Notwithstanding subsection (a) above, if there is a dispute between Sublessor and Sublessee as to the existence and/or source of any interference, then, and only in such event, either party may request that such dispute be resolved by an unrelated third party licensed engineer by giving a demand for such resolution to the other party on or prior to the date which is ten (10) days after the original interference notice was delivered. Within three (3) business days after the giving of any such demand for resolution, the parties shall in good faith seek to find a mutually acceptable licensed engineer who shall be charged with the responsibility of determining the existence and/or source of the interference. If agreement as to a mutually acceptable licensed engineer is not reached within such three (3) business day period, then within three (3) business days thereafter, both .parties shall designate their own licensed engineer. Within three (3) business days after each party designates its own licensed engineer, the 2 designated licensed engineers shall agree on a third licensed engineer. Within five (5) business days after appointment of a third licensed engineer, said third licensed engineer shall determine the existence and/or source of the interference and simultaneously deliver written notice of its determination to both parties. If neither party objects to the determination of said third licensed engineer within five (5) business, days after delivery of its written notice of determination; then said determination shall be binding on both parties and the party responsible for curing such interference in accordance with this Section shall immediately commence such cure. However, if either party objects to the determination of said third licensed engineer and notifies the other party of such objection within five (5) business days after delivery of said licensed engineer's written notice of determination, then the parties may pursue whatever rights and remedies each has at law, in equity or otherwise under this Sublease. The parties shall pay their own costs, except the parties" agree to pay equally the costs of any appointed third licensed engineer. 10. Taxes. If personal property taxes are assessed, Sublessee shall pay any portion of such taxes directly attributable to Sublessee's communications facilities. Sublessor shall pay all real property taxes, assessments and deferred taxes on the Property. 11. Waiver of Sublessor's Lien. Sublessor expressly waives all rights of levy, distraint or execution with respect to Sublessee's property, including without limitation any statutory or common law security interest or landlord's lien for rent, 12. Termination, (a) In addition to and without limiting any other termination rights of the parties as set forth in this Sublease, this Sublease may be terminated without further liability on thirty (30) days prior written notice as follows: (i) by either party upon a default of any covenant or term hereof by the other party, which default is not cured within thirty (30) days of receipt of written notice of default for all non -monetary defaults and within fifteen (15) days of receipt of written notice of default for all monetary defaults, provided the defaulting _party shall have such extended period as may be required beyond the thirty (30) days for non -monetary defaults if the nature of the cure is such that it reasonably requires more than thirty (30) days and the defaulting party commences the cure within the original thirty (30) day cure period and thereafter continuously and diligently pursues the cure to completion; or (ii) by Sublessee at any time after expiration of the initial 5 year term upon payment of a termination fee equal to 12 months of the then existing monthly rental amount. It is understood and agreed that Sublessee's ability to use the Property is contingent upon its obtaining after the effective date of this Sublease all of the certificates, permits and other approvals (collectively the "Governmental Approvals") that may be required by any Federal, State or Local authorities, as well as, satisfactory soil boring tests which will permit Sublessee's use of the Premises as set forth in this Sublease. Sublessor shall cooperate with Sublessee in its effort to obtain such approvals and shall take no action which would adversely affect the status of the Property with respect to the proposed use by Sublessee. In the event that any of such applications for such GovernmentalApprovals should be finally rejected or Sublessee determines that such Govemmental Approvals may not be obtained in a timely manner or any Governmental Approval issued to Sublessee is canceled, expires, lapses, or is otherwise- withdrawn or terminated by governmental authority through no fault of Sublessee or Sublessee determines that the Property is no longer technically compatible for its intended' use due to industry advances in communications or due to any changes in the environment in which the Property is located which materially affects the Sublessee's communications facility, Sublessee shall have the right to terminate this Sublease; provided, however, Sublessee only has the right to terminate for technical incompatibility reasons upon payment of a termination fee equal to 12 months of the then existing monthly rental amount. All rentals paid to said termination date shall be retained by Sublessor. Upon such termination, this Sublease shall become null. and void and all the Parties shall have no further obligations including the payment of money, to each other. (b) Upon a default beyond the applicable notice and cure periods set forth in Section 12(a) above, the non -defaulting party may at its option (but without obligation to do so), perform the defaulting party's duty or obligation on the defaulting party's behalf, including but _not limited to the obtaining of reasonably required insurance policies. The costs and expenses of any such performance by the non -defaulting party shall be due and payable by the defaulting party upon invoice therefor. In addition to or as an alternative to the termination rights set forth in Section 12 (a) above and the aforementioned right to perform the defaulting party's duty or obligation on the defaulting party's behalf, the non -defaulting party may pursue any remedy now or hereafter available to the non -defaulting party under the laws or judicial decisions of the state in which the Premises are located; provided, however, Sublessor shall use reasonable efforts to mitigate its damages in connection with a default by Sublessee. If Sublessee so performs any of Sublessor's obligations hereunder, the full amount of the reasonable and actual cost and expense incurred by Sublessee shall immediately be owing by Sublessor to Sublessee, and Sublessor shall pay to Sublessee upon demand the full undisputed amount thereof with interest thereon from the date of payment at the greater of (i) ten percent (10%) per annum, or (ii) the highest rate permitted by applicable laws. Notwithstanding the foregoing, if Sublessor does not pay Sublessee the full undisputed amount within thirty (30) days of its receipt of an invoice setting forth the amount due from Sublessor, Sublessee may offset the full undisputed amount, including all accrued interest, due against all fees due and owing to Sublessor until the full undisputed amount, including all accrued interest, is fully reimbursed to Sublessee. 13. Destruction or Condemnation. .(a) In the event of damage by fire or other casualty to the Premises that cannot reasonably be expected to be repaired within sixty (60)'days following same or, if the Property is damaged by fire or other casualty so that, such damage may reasonably be expected to disrupt Sublessee's operations at the Premises for more than sixty (60) days, then Sublessee may at any time following such fire or other casualty, provided Sublessor has not completed the restoration required to permit Sublessee to resume its operation -at the Premises, terminate -this Sublease upon fifteen (15) days written notice to Sublessor. Any such notice of termination shall cause this Sublease to expire with the same force and effect as though the date set forth in such notice were the date originally set as the expiration date of this Sublease and the parties shall make an appropriate adjustment, as of such termination date, with respect to payments due to the other under this Sublease. Notwithstanding the foregoing, all rental shall abate during the period of such fire or other casualty. (b) In the event of any condemnation of the Property, Sublessee may terminate this Sublease upon fifteen (15) days written notice to Sublessor if such condemnation may reasonably be expected to disrupt Sublessee's operations at the Premises for more than forty-five (45) days. Sublessee may on its own behalf make a claim in any condemnation proceeding involving the Premises for losses related to the antennas, equipment, its relocation costs and its damages and losses (but not for the loss of its subleasehold interest). Any such notice of termination shall cause this Sublease to expire with the same force and effect as though the date set forth in such notice were the date originally set as the expiration date of this Sublease and the parties shall make an appropriate adjustment as of such termination date with respect to payments due to the other under this Sublease. 14. Insurance. Sublessor and Sublessee each agree that at its own cost and expense, each will maintain comprehensive general liability and property liability insurance with liability limits of not less than $2,000,000 combined single limit for injury to or death of one or more persons in any one occurrence and for damage or destruction to property in any one occurrence. Sublessor agrees that Sublessee may self -insure against any loss or damage which could be covered by a comprehensive general public liability insurance policy. 15. Waiver of Subrogation and Limitation of Liability. (a) The parties hereby waive any and all rights of action against the other which may hereafter arise on account of damage to premises or to property, resulting from any fire, or other casualty of the kind covered by standard fire insurance policies with extended coverage, regardless of whether or not,, or in what amounts, such insurance is now or hereafter carried by the parties, or either of them. The parties will arrange corresponding waivers with their respective first -party property insurers. (b) Neither party shall be liable to the other, or any of their respective agents, representatives; employees for any lost revenue, lost profits, loss of technology, rights or services, incidental, punitive, indirect, special or consequential damages, loss of data, or interruption or loss of use of service, even if advised of the possibility of such damages, whether under theory of contract, tort, strict liability or otherwise. 16. Assignment and Subletting. Sublessor may assign this Sublease upon written notice to Sublessee, subject to the assignee assuming all of Sublessor's obligations herein. This Sublease may be sold, assigned or transferred by Sublessee without any approval or consent of Sublessor to Sublessee's principal, affiliates, subsidiaries of its principal or to any entity which acquires all or substantially all of Sublessee'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.' As to other parties, this Sublease may not be sold, assigned or transferred without the written consent of Sublessor, which such consent will not be unreasonably withheld or delayed. Notwithstanding any sale, assignment or transfer of this Sublease, the entity signing this Sublease as "Sublessee" shall remain obligated to perform all obligations of "Sublessee" under this Sublease, unless otherwise agreed to by the parties. No change of stock ownership, partnership interest or control of Sublessee or transfer upon partnership or corporate dissolution of Sublessee shall constitute an assignment hereunder 17. Ouiet Enlovmentlritle. Sublessorwarrants that Sublessor is the lessee of the Property pursuant to the Prime Lease, with full rights and authority to enter into this Sublease with Sublessee without the consent of any third party(ies), and' Sublessor covenants and agrees with Sublessee that upon Sublessee paying the rent and observing the terms, covenants and. conditions on Sublessee's part to be observed and performed,. Sublessee shall peacefully and quietly enjoy the Premises. Sublessor further covenants that there are no other liens, judgments or impediments of title on the Property, or affecting Sublessor's title to the same, and that there are no covenants, easements, restrictions or agreements binding on Sublessor or the Property which prevent the use of the Premises by Sublessee as set forth in this Sublease. 18. Repairs. Sublessee shall not be required to make any repairs to the Premises or Property unless such repairs shall be necessitated by reason of the default or neglect of Sublessee, excluding, however, any .damage waived by Section 15 above. Sublessee, upon termination of the Sublease, shall, within ninety (90) days thereafter, remove its equipment and all personal property and otherwise restore the Properly to its original condition, reasonable wear and tear and loss by casualty or other causes beyond Sublessee's control excepted. If such time for removal causes Sublessee to remain on the Premises after termination of this Sublease, Sublessee shall pay rent at the then existing monthly rate, until.such time as the removal of its equipment and all personal property are completed. 19. Hazardous Substances. (a) Sublessee agrees that it will not use, generate, store or dispose of any Hazardous Material (defined below) on, under,,about or within the Property in violation of any law or regulation. Sublessor represents, warrants and agrees that neither Sublessor nor, to Sublessors knowledge, any third party has used, generated, stored or disposed of, or permitted the use, generation, storage or disposal of, any Hazardous Material on, under, about or within the Property in violation of any law or regulation. As used in this paragraph, "Hazardous Material" shall mean petroleum or any petroleum product, asbestos, any substance known by the state in which the Property is located to cause cancer and/or reproductive toxicity, and/or any substance, chemical or waste that is identified as hazardous, toxic or dangerous in any applicable federal, state or local law or regulation. (b) Each party shall bear its own expenses in defending any claim against them alleging any failure to comply with any environmental or industrial hygiene law. (c) Sublessor will be responsible for all obligations of compliance with any and all environmental and industrial hygiene laws, including any regulations, guidelines, standards, or policies of any governmental authorities regulating or imposing standards of liability or standards of conduct with regard to any environmental or industrial hygiene conditions or concerns as may now or at any time hereafter be in effect, that are or were in any way related to activity now conducted in, on, or' in any way related to the Tower or Property, unless such conditions or concerns are caused by the specific activities of Sublessee in the Premises. (d) Sublessor shall hold Sublessee harmless and indemnify LESSEE from and assume all duties, responsibility and liability at Sublessor's sole cost and expense, for all duties, responsibilities, and liability (for payment of penalties, sanctions, forfeitures, losses, costs, or damages) and for responding to any action, notice, claim, order, summons, citation, directive, litigation, investigation or proceeding which is in any way related to: a) failure to comply with. any environmental or industrial hygiene law, including without limitation any regulations, guidelines; standards, or policies of any governmental authorities regulating or imposing standards of liability or standards of conduct with regard to any environmental or industrial hygiene concerns or conditions as may now or at any time hereafter be in effect; unless such non- compliance results from conditions caused by Sublessee; and b) any environmental or industrial hygiene conditions arising out of or in any way related to the condition of the Tower or Property or activities conducted thereon, unless such environmental conditions are caused by Sublessee. 20. Miscellaneous. (a) This Sublease constitutes the entire Sublease and understanding between the parties, and supersedes all offers, negotiations and other agreements concerning the subject matter contained herein. Any amendments to this Sublease must be in writing and executed by both parties. (b) If any provision of this Sublease is adjudged to be invalid or unenforceable with respect to any party, the remainder of this Sublease shall not be affected and each provision of this Sublease shall be valid and enforceable to the fullest extent permitted by law. (c) This Sublease shall be binding on and inure to the benefit of the successors and permitted assignees of the respective parties. (d) Any notice or demand required to be given herein shall be made by certified or registered mail, return receipt requested, 'or reliable overnight courier to the address of the respective parties set forth below: Sublessor: Keys Wi-Fi Inc. 104 Palmetto Avenue Tavernier, FL 33070 Attn: Property Manager Sublessee: Verizon Wireless Personal Communications LP d/b/a Verizon Wireless 180 Washington Valley Road - Bedminster, New Jersey 07921 Attn: Network Real Estate Sublessor or Sublessee may from time to time designate any other address for this purpose by written notice to the other party. All notices hereunder shall be deemed received upon actual receipt or refusal of delivery as evidenced by receipt from the postal authorities or delivery service. (e) This Sublease shall be governed by the laws of the State of Florida. Venue shall be in St. Lucie County Florida, (f) Sublessor acknowledges that a Memorandum of Sublease in the form annexed hereto as Exhibit D may be recorded by Sublessee in the official records of the County where the Property is located. (g) Sublessee,may obtain title. insurance on its interest in the Premises. Sublessor shall cooperate by executing documentation required by the title insurance company. (h),In any case where the approval or consent of one party is required, requested or otherwise to be given under this Sublease, such party shall not unreasonably delay, condition or withhold its approval or consent. (i) All Exhibits annexed hereto form material parts of this Sublease. 0) Sublessee has no right to retain possession of the Premises or any part thereof beyond the expiration of that removal period set forth in Section 18 above, unless the parties are negotiating a new sublease or lease extension in good faith. In the event that the parties are not in the process of negotiating a new lease or lease extension in good faith, and'Sublessee holds over in violation of Section 18 and this Section 206), then the rent then in effect payable from and after the time of the expiration or earlier removal period set forth in Section IS shall be increased to'one hundred and ten. percent (I10%) of the rent applicable during the month immediately preceding such expiration or earlier termination. 21. Tower Marking and Liehtine Reaulrements. Sublessor acknowledges that it, and not Sublessee, shall be responsible for compliance with all tower marking and lighting requirements of the FAA and the FCC. 22, Rjg Unom Sale. (a) Should Sublessor, at any time during the tern of this Sublease, decide to sell all or any part of the Property to a purchaser other than Sublessee, such sale shall be under and subject to this Sublease and Sublessee's rights- hereunder, and any sale by Sublessor of the portion of this Property underlying the right-of-way herein granted shall be under and subject to the right of Sublessec in and to such right-of-way. ' ' (b) Should Sublessor, at any time during the Term decide to grant to a third party by easement or other legal instrument an interest in and to thai portion of the Tower and (or Property occupied by Sublessee, for the purpose of operating and maintaining communications facilities or the management thereof, with or without an assignment of this Sublease to such third party, Sublessee shall have the right of first refusal to meet any bona fide offer of transfer on the same terms and conditions of such offer. If Sublessee fails to meet such bona fide offer within thirty (30) days after written notice thereof from Sublessor, Sublessor may grant the easement or interest in the Property or portion thereof to such third person in accordance with the terns and conditions of such third party offer. In any event; (i) such grant of an easement or interest therein shall be under and subject to this Sublease; (ii) any such purchaser or transferee shall 10 recognize Sublessee's rights hereunder under the terms of this Sublease; and (iii) Sublessor shall not be released from its obligations to Sublessee under this Sublease, and Sublessee shall have the right to look, to Sublessor and the third party for the full performance of this Sublease. The terms of this subparagraph (b) are not applicable to a sale of Sublessor's entire interest in the Property (including the Tower and its leasehold interest under the Prime Lease), and in the event of such sale, Sublessor shall be released of all liability first arising and accruing under this Sublease after the date of such sale. 23. Tower Compliance. Sublessor covenants that it will keep the Tower in good repair as required by all federal', state, county and local laws. The Sublessor shall also comply with all rules and regulations enforced by the Federal Communications Commission ("FCC!') with regard to the lighting, marking and painting of towers. If Sublessor fails to make such repairs including maintenance and such failure interferes with the operation of Sublessee's communication facility then Sublessee shall have the right to terminate this Sublease. No materials may be used in the installation of the antennas or transmission lines that will cause corrosion or rust or deterioration of the Tower structure or its appurtenances. All antennae on the Tower must be identified by a marking fastened securely to its bracket on the Tower and all transmission lines are to be tagged at the conduit opening where it enters any user's equipment space. 24. Sublessee Compliance. All installations and operation in connection with this Sublease by Sublessee shall meet with all applicable Rules and Regulations of the FCC, Federal Aviation Administration ("FAA") and all applicable codes and regulations of the township, county and state concerned. Under this Sublease, Sublessor assumes no responsibility for the licensing, operation, and/or maintenance of Sublessee's radio equipment. 25. Subordination and Non -Disturbance. At Sublessor's option, this Sublease shall be subordinate to any mortgage or other security interest or other security interest by Sublessor which from time to time may encumber all or part of the Property or right-of-way; provided, however, every such mortgage or other security interest or other security interest shall recognize the validity of this Sublease in the event of a foreclosure of Sublessoe's interest and also Sublessee's right to remain in occupancy of and have access to the Premises as long as Sublessee is not in default of this Sublease beyond any applicable notice and cure period. Sublessee shall execute whatever instruments may reasonably be required to evidence this subordination' clause. In the event the Property is encumbered by a mortgage or other security interest, Sublessor immediately after this Sublease is executed, will obtain and furnish to Sublessee, a non -disturbance agreement for each such mortgage or other security interest in recordable form. 26. Integration. It is agreed and understood that this Sublease contains all agreements, promises and understandings between Sublessor and Sublessee and that,no verbal or oral agreements, promises or understandings shall be binding upon either Sublessor or Sublessee - in any dispute, controversy or proceeding at law, and any addition, variation or modification to this Sublease shall be void and ineffective unless made in, writing signed by the parties. The failure of either party to insist upon strict performance of any of the terms or conditions of this Sublease or to exercise any of its rights under the Sublease shall not waive such rights and such party shall have the right to enforce such rights at any time and take such action as may be lawful and authorized under this Sublease, either in law or in equity. 27. Submission of Sublease, The submission of this Sublease for examination does not constitute an offer to lease the Premises and this Sublease becomes effective only upon the full execution of this Sublease by the parties. Each of the parties hereto warrants to the other that the person or persons executing this Sublease on behalf of such party has the full right, power and authority to enter into and execute this. Sublease on such party's behalf and that no consent from any other person or entity is necessary as a condition precedent to the legal effect of this Sublease.. 28. Analicable Laws. Sublessee shall use the Premises as may be required or as permitted by applicable laws, rules and regulations. Sublessor agrees to keep the Property in conformance with all applicable; laws, rules and regulations and agrees to reasonably cooperate with Sublessee regarding any compliance required by Sublessee in respect to its use of the Premises, 31. Captions. The captions contained in this Sublease are inserted for convenience only and are not intended to be part of the Sublease. They shall not affect or be utilized in the construction or interpretation of the Sublease. 32. Radon Gas. Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county health department. This notice is provided pursuant to Section 404.056 of the Florida Statutes. 12 IN WITNESS WHEREOF, the parties have executed this Sublease as of the date first above written. Sublessor: Witnessed: ttness Print Nam : Rep IN, C Q nn Witness II f Print Name:.&.) Witn&.1 Witness Print Name: Bonnie L. Darren mp E, Long 0 4889694 v 10' Ke i-Fi I a F • rida corporation By: Name: Rick Richter Title: President Sublessee: Verizon d/b/a VE [Corporate Seal] Communications LP By: Leutt •Name: s . enegger Title: Area Vice President — Network, South Area EXHIBIT A DESCRIPTION OF PROPERTY Page 1 of 2 To the Sublease dated 200_, by and between Keys Wi-Fi, Inc. as Sublessor and Verizon Wireless Personal Communications LP d/b/a Verizon Wireless as Sublessee. Description of Parent Tract: Commence at the Northeast comer of SeNon 1, TowraMp 37 South, Romp 38 East, St. Lucie Coutty,, Flodda; thence run South 00000'54' West along the East One of said section 1, a distance o/ 3260.91feet to the Point of Beginning; thence Wntinuo South 0VW54' West abV the East line of said Section 1',a distance of 330. DO feet; thence run Nodh,89°54'0V Wert a distance of 660 feet; thence NoM o0`00'SV East a distance of 330.00 feet; thence run South MOWN' Ear,'a disbnce of 660 feet to the Pont of Beginning; all lying and being In Sectlon 1, Township 37 South, Range 38 East, St Lucie county, Fro W& Description of Sublessor's Property: The Property includes Sublessor's lease parcel and Sublessor's access and utility easements as set forth in that certain Ground Option and Lease Agreement dated February 23, 2007 by and between Sublessor and WCA of St. Lucie, LLC, which are legally described as follows: Lease Parcel cooiwom Ar U! I11O111 j&v rot W M C! � lelffl~ V MM RAID 36 aP 9% R UM ICI MM iLMg&% MM ll00'100o4O% MM I Rif UPC cr ow now A 0=0= for imp 11>) M 1am IIIQifM''K A MITAPM a' J111ROO MR _rrov ' r KOO'!idbft A MOM ca UM4 woe S MAK MM= AM OUM a LMs 14 EXHIBIT A DESCRIPTION OF PROPERTY Page 2 of 2 Description of'Sublessor's Property (continued from previous pane): Access Easement KING A PARCEL OF LAND IN SECTION I, TOWNSWIPUTH., RAN 38 EAST, PUBLIC RECORDS LYINGorST. LUCIE COUNTY, M. MMORE7 PARTICULARLYE DESCRIBED AS FOLLOWS: A 20 FOOT WOE PARCEL BOUNDED ON THE EAST BY THE EAST LINE OF SECIICN 1, AND BOUNDED ON THE, WEST BY A LINE WHICH BEARS NORTH 0000'54' EAST, LYING 10 FEET ON EACH SOC OF THE FOLLOWING DESCRIBED CENTERLINE: COMMENCE AT THE NORTHEAST CORNER OF SECTION 1, THENCE SOUTH 0000'54' WEST ALONG THE EAST LINE OF SECTION A. A DISTANCE OF 3421.09 FEET TO THE POINT OF BEGINNING; THENCE NORTH 811SW WEST, A DISTANCE OF 145.62 FEET; THENCE NORTH 8839'11' WEST, A DISTANCE Or ' 203.02 FEET; THENCE SOUTH 6T44Y34' WEST. A DISTANCE OF 186.63 FEET TO THE POINT OF TERMINATION. - PARCEL CONTAINS 0.246 ACRES MORE OR LESS Utility Easement BEING A PARCEL OF LAND LYING IN SECTION 1, TOWINSHIP 37 SOUTH, RANGE 35 EAST, PUBLIC RECORDS Or S7. LUCIE COUNTY, FL., MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE NORTHEAST CORNER OF SECTION 1, THENCE SOUTH 00'00`54'.WEST ALONG THE EAST UNE OF SECTION 1, A DISTANCE OF 3560.61 FEET TO THE POINT OF BEGINNING; THENCE CONTINUE SOUTH 0000'54' WEST ALONG THE. EAST LINE OF SECTION 1, A DISTANCE OF 20.00 FEET; THENCE NORTH 89'SB'Dr WEST, A DISTANCE OF 540:00 FEET; THENCE NORTH 0000'54' EAST, A DISTANCE OF 10.00 FEET; THENCE SOUTH 6939'06' EAST, A DISTANCE OF 20.00 FEET; THENCE NORTH 0000'54'_ CAST. A DISTANCE OF 10.00 FEET; THENCE SOUTH 99'59'06' EAST, A DISTANCE OF 520.00 FEET TO THE POINT OF BEGINNING. PARCEL. CONTAINS 0.243 ACRES MORE OR LESS. 15 EXHIBIT B DESCRIPTION OF PREMISES To the Sublease dated 200, by and between Keys Wi-Fi, Inc. as Sublessor and Verizon Wireless Personal Communications LP d/b/a Verizon Wireless as Sublessee. [See Attached] 1p LEMM Maim& ©r.rravrrr� mv."ero �wiim mme .imm Os�mY I x L. �• r�.rrr. I 'SUBLESSEE is referred to on this exhibit as "Verizon Wireless" No CO 1MPLM 4 OF 9 +xr• OUN7673 GENERAL SMCT_mAL NOTE& •. au era .�sw�'r� e.nr ror_ r': im ui ® !vmwn YOWT r.a wm.ui.r..a Y•.: .rr rrn mroFro l N v nmY u./•Y ®..YSr.m.m. rR ..t�Y u • Tr ••�•• �r'$�'S"�..C41FS�L: F�Sd ii '� �:n �S7'v�"Si�o.lvcav'a u v.Fr rm.r vrr_�pdv. ®.vr.wm nwn r... oe`aTan u rv� .ur. rr. me ero u v ®+r ..uv.ea ..0 F.y.v •a.mm.. �_su.9o-�rvFYemmvmva eti sv.Frr� n�i�o'.7i�r.m. o��rL'mF.�+.r�'ara. O.d�T1m FFFO n..' RF.In Y.OA.mr 0vle•ar ..n® YY.pp.���..��9.�.T.••V.4Y =6r .AF.Y�.ruY� .TmOT� 0.m{io ourrF.n rYrrrrw•...'ar.•.T.u�:n� Y°rY.ir Fm ruuir mcva�':rd- rYF4riiLCr.40.Y.m.woo® m .rY r�rr. Ffr. a.Ir. a-�fi t!tln Y i n0.[ 0•v iT.R Ol r'.iL.O miY..Er• Y Y ®M.OlY9 ' Y\.• O Y.CO 1.Y® IYn a. n Y.OT mIl n.�a .4b..gL.® im 11. F r It A. AOO •YTIP a.Or Ys®Y.O.IYI.P iOY a rvo� rr�wa.arr s �ivbar...ar.. p•rIT *SUBLESSEE is referred to on this exhibit as "Verizon Wireless"