HomeMy WebLinkAboutAPPROVED Miramar I Condominium_178245_Redacted Lease Agreement_2021-04-29 LESSEE Site I,D.:Miramar I, Site No.68824
BUILDING AND ROOFTOP LEASE AGREEMENT
This Building and Rooftop Lease Agreement (the "Agreement") made this _)S- day of
e , 2015, between MIRAMAR ROYALE CONDOMINIUM ASSOCIATION,
INC., a Florida non-profit corporation, with its principal offices located at 9950 South Ocean
Drive, Jensen Beach, Florida 34957, hereinafter designated LESSOR, and VERIZON
WIRELESS PERSONAL COMMUNICATIONS LP d/b/a Verizon Wireless, a Delaware limited
partnership, with its principal offices at One Verizon Way, Mail Stop 4AW100, Basking Ridge,
New Jersey 07920 (telephone number 866-862-4404), hereinafter designated LESSEE.
LESSOR and LESSEE are at times collectively referred to hereinafter as the "Parties" or
individually as the "Party."
WITNESSETH
In consideration of the mutual covenants contained herein and intending to be legally
bound hereby, the Parties hereto agree as follows:
l. PREMISES. LESSOR hereby leases to LESSEE approximately forty (40) square
feet of ground space (the "Ground Space") and approximately five hundred forty (540) square
feet on the roof(the "Rooftop Space") of the building (the `Building") located at 9950 South
Ocean Drive, Jensen Beach, St. Lucie County, Florida, the underlying real property of which is
legally described in Exhibit "A" attached hereto and made a part hereof(the Building and such
real property are hereinafter sometimes collectively referred to as the "Property"), for the
installation, operation and maintenance of communications equipment; together with such
additional space on the roof of the Building sufficient for the installation, operation and
maintenance of antennas (the "Antenna Space"); together with such additional space within the
Building and on the roof of the Building for the installation, operation and maintenance of wires,
cables, conduits and pipes (the "Cabling Space") running between and among the Ground Space,
Rooftop Space and Antenna Space and to all necessary electrical, telephone, fiber, natural gas
and other utility sources located within the Building or on the Property; together with the non-
exclusive right of ingress and egress from a public right-of-way, seven (7) days a week, twenty
four (24) hours a day, over the Property and in and through the Building to and from the
Premises (as hereinafter defined) for the purpose of installation, operation and maintenance of
LESSEE's communications facility. Notwithstanding the access granted to LESSEE pursuant to
the immediately preceding sentence, LESSEE agrees to perform all non-emergency repairs and
maintenance during normal working hours (9:00 a.m. — 5:00 p.m., Monday through Friday)
unless the Parties agree otherwise. For emergency repairs and maintenance that are performed
outside of normal working hours, LESSEE agrees to use its best efforts to ensure that such
repairs and maintenance do not disturb the occupants of the Building. The Ground Space,
Rooftop Space, Antenna Space and Cabling Space are hereinafter collectively referred to as the
"Premises" and are as shown on Exhibit "B" attached hereto and made a part hereof. in the
event there are not sufficient electrical, telephone, fiber, natural gas or other utility sources
located within the Building or on the Property, LESSOR agrees to grant LESSEE or the local
utility provider the right to install such utilities on, over and/or under the Property and through
the Building necessary for LESSEE to operate its communications facility, provided the location
of such utilities shall be as reasonably designated.by LESSOR.
2. DELIVERY. LESSOR shall deliver the Premises to LESSEE on the
Commencement Date, as hereinafter defined, in a condition ready for LESSEE's construction of
its improvements and clean and free of debris. LESSOR represents and warrants to LESSEE that
as of the Commencement Date, the existing structure of the Building (including without
limitation the roof,. foundations, exterior walls), the common areas and all Building systems
(including,without limitation, the plumbing,electrical, ventilating, air conditioning, heating, and
loading doors, if any) are (a) in good operating condition and free of any leakage; (b) in
compliance with all Laws (as defined in Paragraph 34 below); and (c) free of all hazardous
substances, as such term may be defined under any applicable federal, state or local law. If a
breach of the representation and warranty contained in this Paragraph 2 is discovered at any time
during the Term, as hereinafter defined, LESSOR shall, promptly after receipt of written notice
from LESSEE setting forth a description of such non-compliance, rectify same at LESSOR's
expense. LESSOR further represents and warrants to LESSEE that LESSOR has no knowledge
of any claim having been made by any governmental agency that a violation of applicable
building codes, regulations, or ordinances exists with regard to the Building, or any part thereof,
as of the Commencement Date.
3. TERM:RENTAL;ELECTRICAL.
Upon agreement of the Parties, LESSEE may pay rent by electronic funds transfer and in
such event, LESSOR agrees to provide to LESSEE bank routing information for such purpose
upon request of LESSEE,
b. LESSOR hereby agrees to provide to LESSEE certain documentation (the
"Rental Documentation") evidencing LESSOR's interest in, and right to receive payments under,
this Agreement, including without limitation: (i) documentation, acceptable to LESSEE in
LESSEE's reasonable discretion, evidencing LESSOR's good and sufficient title to and/or
interest in the Property and right to receive rental payments and other benefits hereunder; and (ii)
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a complete and fully executed Internal Revenue Service Form W-9, or equivalent, and such
complete and fully executed state and local withholding forms as are reasonably requested by
LESSEE, for any party to whom rental payments are to be made pursuant to this Agreement.
From time to time during the Term of this Agreement and within thirty (30) days of a written
request from LESSEE, LESSOR agrees to provide updated Rental Documentation in a form
reasonably acceptable to LESSEE. The Rental Documentation shall be provided to LESSEE in
accordance with the provisions of and at the address given in Paragraph 24. The Parties agree
and acknowledge that LESSEE shall be responsible for the monthly rental payments due under
this Agreement commencing on the Commencement Date and for each month thereafter
throughout the term of this Agreement (except as otherwise provided herein), but that LESSEE
will be unable to process any rental payments until the Rental Documentation has been supplied
to LESSEE as provided herein. Within thirty (30) days of obtaining an interest in the Property or
this Agreement, any assignee(s), transferee(s) or other successor(s) in interest of LESSOR shall
provide to LESSEE Rental Documentation in the manner set forth in this paragraph.
C. LESSOR shall, at all times during the Term, provide electrical service and
telephone service access within the Premises. If permitted by the local utility company servicing
the Premises, LESSEE shall furnish and install an electrical meter at the Premises for the
measurement of electrical power used by LESSEE's installation. In the alternative, if permitted
by the local utility company servicing the Premises, LESSEE shall furnish and install an
electrical sub-meter at the Premises for the measurement of electrical power used by LESSEE's
installation. In the event such sub-meter is installed, the LESSEE shall pay the utility directly for
its power consumption, if billed by the utility, and if not billed by the utility, then the LESSEE
shall pay the LESSOR thirty (30) days after receipt of an invoice from LESSOR indicating the
usage amount based upon LESSOR's reading of the sub-meter. All invoices for power
consumption shall be sent by LESSOR to LESSEE at Verizon Wireless, MIS 3846, P.O. Box
2375, Spokane, WA 99210-2375 and must. show "Location Code 178245" on the face of the
invoice. LESSEE shall be permitted at any time during the Term, to install, maintain and/or
provide access to and use of, as necessary (during any power interruption at the Premises), a
temporary power source, and all related equipment and appurtenances within the Premises, or
elsewhere on the Property in such locations as reasonably approved by LESSOR. LESSEE shall
have the right to install conduits connecting the temporary power source and related
appurtenances to the Premises.
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7. TAXES. LESSEE shall have the responsibility to pay any personal property,
real estate taxes, assessments, or charges owed on the Property which LESSOR demonstrates is
the result of LESSEE's use of the Premises and/or the installation, maintenance,and operation of
the LESSEE's improvements, and any sales tax imposed on the rent (except to the extent that
LESSEE is or may become exempt from the payment of sales tax in the jurisdiction in which the
Property is located), including any increase in real estate taxes at the Property which LESSOR
demonstrates arises from the LESSEE's improvements and/or LESSEE's use of the Premises.
LESSOR and LESSEE shall each be responsible for the payment of any of their respective taxes,
levies, assessments and other charges imposed including franchise and similar taxes imposed
upon the business conducted by LESSOR or LESSEE at the Property. Notwithstanding the
foregoing, LESSEE shall not have the obligation to pay any tax, assessment, or charge that
LESSEE is disputing in good faith in appropriate proceedings prior to a final determination that
such tax is properly assessed providcd that no lien attaches to the Property. Nothing in this
Paragraph shall be construed as making LESSEE liable for any portion of LESSOR's income
taxes in connection with any Property or otherwise.Except as set forth in this Paragraph,LESSOR
shall have the responsibility to pay any personal property, real estate taxes, assessments, or
charges owed on the Property and shall do so prior to the imposition of any lien on the Property.
LESSEE shall have the right, at its sole option and at its sale cost and expense,to appeal,
challenge or seek modification of any tax assessment or billing for which LESSEE is wholly or
partly responsible for payment. LESSOR shall reasonably cooperate with LESSEE at LESSEE's
expense in filing, prosecuting and perfecting any appeal or challenge to taxes as set forth in the
preceding sentence, including but not limited to, executing any consent, appeal or other similar
document In the event that as a result of any appeal or challenge by LESSEE, there is a
reduction, credit or repayment received by the LESSOR for any taxes previously paid by
LESSEE, LESSOR agrees to promptly reimburse to LESSEE the amount of said reduction,
credit or repayment. In the event that LESSEE does not have the standing rights to pursue a
good faith and reasonable dispute of any taxes under this paragraph, LESSOR will pursue such
dispute at LESSEE's sole cost and expense upon written request of LESSEE.
8. USE: GOVERNMENTAL APPROVALS. LESSEE shall use the Premises for
the purpose of constructing, maintaining, repairing and operating a communications facility and
uses incidental thereto. All improvements, equipment, antennas and conduits shall be at
LESSEE's expense and their installation shall be at the discretion and option of LESSEE.
LESSEE shall have the right to replace, repair, add or otherwise modify its utilities, equipment,
antennas and/or conduits or any portion thereof and the frequencies over which the equipment
operates, whether the equipment, antennas, conduits or frequencies are specified or not on any
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exhibit attached hereto, during the Term. It is understood and agreed that LESSEE's ability to use
the Premises is contingent upon its obtaining after the execution date of this Agreement 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 a satisfactory building structural
analysis which will permit LESSEE use of the Premises as set forth above. LESSOR shall
cooperate with LESSEE 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 thereof by
LESSEE. In the event that(a) any of such applications for such Governmental Approvals should
be finally rejected; (b) any Governmental Approval issued to LESSEE is canceled, expires,
lapses, or is otherwise withdrawn or terminated by governmental authority; (c) LESSEE
determines that such Governmental Approvals may not be obtained in a timely manner; (d)
LESSEE determines that any building structural analysis is unsatisfactory; (e) LESSEE
determines that the Premises is no longer technically compatible for its use; or(f)LESSEE, in its
sole discretion, determines that the Premises is obsolete or unnecessary, LESSEE shall have the
right to terminate this Agreement. Notice of LESSEE's exercise of its right to terminate shall
be given to LESSOR in writing by certified mail, return receipt requested, and shall be effective
upon the mailing of such notice by LESSEE, or upon such later date as designated by LESSEE.
All rentals paid to said termination date shall be retained by LESSOR. Upon such termination,
this Agreement shall be of no further force or effect except to the extent of the representations,
warranties and indemnities made by each Party to the other hereunder. Otherwise, the LESSEE
shall have no further obligations for the payment of rent to LESSOR.
9. MAINTENANCE.
a. During the Term, LESSEE will maintain its equipment within the
Premises in good condition, reasonable wear and tear and casualty damage excepted, but
excluding any items which are the responsibility of LESSOR pursuant to Paragraph 9(b) below.
b. During the Term, LESSOR shall maintain, in good operating condition
and repair, the structural elements and roof of the Building and the Premises, and all Building
systems (including, but not limited to, the foundations, exterior walls, structural condition of
interior bearing walls, exterior roof fire sprinkler and/or standpipe and hose or other automatic
fire extinguishing system, fire hydrants, parking lots, walkways, parkways, driveways,
landscaping; fences, signs and utility systems serving the common areas) and the common areas.
LESSOR shall repair any defect in the above within thirty (30) days, or such shorter period as
may be required by any governmental authority having jurisdiction, after receipt of written notice
from LESSEE describing such defect, unless the defect constitutes an emergency posing an
imminent threat to safety of life or the preservation of property (an "Emergency") in which case
LESSOR shall cure the defect as quickly as possible, but not later than five (5) days after receipt
of notice, provided, however, that if the nature of the cure is such that more than five (5) days
after such notice is reasonably required for its performance, then it shall not be a default under
this Agreement if performance is commenced within such five (5) day period and thereafter
diligently pursued to completion. In the event of an Emergency, LESSEE, at its option, may
make such repairs at LESSOR's expense, before giving any written notice, but LESSEE shall
notify LESSOR in writing within three (3) business days following such Emergency. If LESSEE
makes such repairs in the event of an Emergency, LESSOR shall reimburse LESSEE for the
reasonable cost of such repairs within thirty (30) days of invoicing therefor.
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10. INDEMNIFICATION, Each Party shall indemnify and hold the other harmless
against any claim made by any third party of liability or loss from personal injury or property
damage to the extent resulting from or arising out of the negligence or willful misconduct of the
indemnifying Party, its employees, contractors or agents, except to the extent such claims or
damages may he due to or caused by the negligence or willful misconduct of the other Party, or
its employees, contractors or agents.
11. INSURANCE.
a, Notwithstanding anything to the contrary in this Agreement, each Party
hereby waives and releases any and all rights of action against the other Party for any loss or
damage to the Premises or to the Property, resulting from any fire, or other casualty of the kind
which is insurable under"Causes of Loss—Special Form"property damage insurance or covered
by standard fire insurance policies with extended coverage, irrespective of whether or not, or in
what amounts, the Parties actually maintain such insurance, even if any such fire or other
casualty occurrence shall have been caused by the fault or negligence of the other Party, or
anyone for whom such Party may be responsible. These waivers and releases shall apply
between the Parties and they shall also apply to any claims under or through either Party as a
result of any asserted right of subrogation. All such policies of insurance obtained by either
Party concerning the Premises or the Property shall waive the insurer's right of subrogation
against the other Party. All such policies of insurance obtained by either Party concerning the
Premises or the Property shall waive the insurer's right of subrogation against the other Party.
b. LESSEE will maintain at its own cost;
LESSEE will include the LESSOR as an additional insured on the Commercial General
Liability and Auto Liability policies,
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d. In addition, LESSOR shall obtain and keep in force during the Term a
policy or policies insuring against loss or damage to the Building with a commercially
reasonable valuation, as the same shall exist from time to time without a coinsurance feature.
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LESSOR's policy or policies shall insure against all risks of direct physical loss or damage
(except the perils of flood and earthquake unless required by a lender or included in the base
premium), including coverage for any additional costs resulting from debris removal and
reasonable amounts of coverage for the enforcement of any ordinance or law regulating the
reconstruction or replacement of any undamaged sections of the Building required to be
demolished or removed by reason of the enforcement of any building, zoning, safety or land use
laws as the result of a covered loss,but not including plate glass insurance.
12. LIMITATION OF LIABILITY.. Except for indemnification pursuant to
paragraphs 10 and 30, 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(including negligence), strict liability or otherwise.
13. Intentionally omitted.
14. INTERFERENCE. LESSEE agrees to 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 LESSOR or other lessees of the Property
which equipment existed on the Property prior to the date this Agreement is executed by the
Parties. In the event any after-installed LESSEE's equipment causes such interference, and after
LESSOR has notified LESSEE in writing of such interference, LESSEE will take all
commercially reasonable steps necessary to correct and eliminate the interference, including but
not limited to, at LESSEE's option, powering down such equipment and later powering up such
equipment for intermittent testing. In no event will LESSOR be entitled to terminate this
Agreement or relocate the equipment as long as LESSEE is making a good faith effort to remedy
the interference issue. LESSOR agrees that LESSOR 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 LESSEE. The Parties acknowledge that there will not be an adequate remedy at
law for noncompliance 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.
15. REMOVAL AT END OF TERM. LESSEE shall, upon expiration of the Term, or
within ninety (90) days after any earlier termination of the Agreement, remove its equipment,
conduits, fixtures and all personal property and restore the Premises to its original condition,
reasonable wear and tear and acts beyond LESSEE's control excepted. LESSOR agrees and
acknowledges that all of the equipment, conduits, fixtures and personal property of LESSEE
shall remain the personal property of LESSEE and LESSEE shall have the right to remove the
same at any time during the Term, whether or not said items are considered fixtures and
attachments to real property under applicable Laws (as defined in Paragraph 34 below). If such
time for removal causes LESSEE to remain on the Premises after termination of this Agreement,
LESSEE shall pay 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 building, antenna
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structure, fixtures and all personal property are completed. LESSOR expressly waives all rights
of levy, distraint or execution with respect to LESSEE's property, including without limitation
any statutory or common law security interest or landlord's lien for rent. If LESSEE fails to
remove its equipment, fixtures and personal property upon expiration of the Term, or within
ninety (90) days after any earlier termination of the Agreement, LESSOR agrees to send an
additional written notice of such failure to LESSEE, and in the event LESSEE fails to remove
such equipment, fixtures and personal property within ten (10) days after receipt of such
additional notice, then LESSOR may remove such equipment, fixtures and personal property
from the Premises and LESSEE will be liable for any costs of removal and disposition of same,
as well as the restoration of the Premises to its original condition, reasonable wear and tear and
acts beyond LESSEE's control excepted.
16. HOLDOVER. LESSEE has no right to retain possession of the Premises or any
part thereof beyond the expiration of that removal period set forth in Paragraph 15 herein,unless
the Parties are negotiating a new lease 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, LESSEE
holds over in violation of Paragraph 15 and this Paragraph 16, then the rent payable from and
after the time of the expiration or earlier removal period set forth in Paragraph 15 shall be equal
to one hundred fifty percent (1501/6) of the rental rate applicable during the month immediately
preceding such expiration or earlier termination.
17. THIRD PARTY COMMUNICATIONS FACILITY OPERATORS. If LESSOR,
during the Term, receives an offer or letter of intent from any person or entity that is in the
business of owning, managing or operating communications facilities or is in the business of
acquiring landlord interests in agreements relating to communications facilities, to purchase fee
title, an easement, a lease, a license, or any other interest in the Premises or any portion thereof
or to acquire any interest in this Agreement, or an option for any of the foregoing,LESSOR shall
provide written notice to LESSEE of said offer ("LESSOR's Notice"). LESSOR's Notice shall
include the prospective buyer's name, the purchase price being offered, any other consideration
being offered, the other terms and conditions of the offer, a description of the portion of and
interest in the Premises and/or this Agreement which will be conveyed in the proposed
transaction, and a copy of any letters of intent or form agreements presented to LESSOR by the
third party offeror. LESSEE shall have the right of first refusal to meet any bona fide offer of
sale or transfer on the terms and conditions of such offer or by effectuating a transaction with
substantially equivalent financial terms. If LESSEE fails to provide written notice to LESSOR
within thirty (30) days after receipt of LESSOR's Notice stating that LESSEE intends to meet
such bona fide offer or effectuate a transaction with substantially equivalent financial terms,
LESSOR may proceed with the proposed transaction in accordance with the terms and
conditions of such third party offer, in which event this Agreement shall continue in full force
and effect and the right of first refusal described in this paragraph shall survive any such
conveyance to a third party. If LESSEE, within thirty (30) days after receipt of LESSOR's
Notice, provides LESSOR with notice of LESSEE's intention to meet the third party offer, then
if LESSOR's Notice describes a transaction involving greater space than the Premises, LESSEE
may elect to proceed with a transaction covering only the Premises and the purchase price shall
be pro-rated on a square footage basis. Further, LESSOR acknowledges and agrees that if
LESSEE exercises this right of first refusal, LESSEE may require a reasonable period of time to
conduct due diligence and effectuate the closing of a transaction on substantially equivalent
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financial terms of the third party offer. LESSEE may elect to amend this Agreement to effectuate
the proposed financial terms of the third party offer rather than acquiring fee simple title or an
easement interest in the Premises. For purposes of this Paragraph, any transfer, bequest or devise
of LESSOR's interest in the Property as a result of the death of LESSOR, whether by will or
intestate succession, or any conveyance to LESSOR's family members by direct conveyance or
by conveyance to a trust for the benefit of family members shall not be considered a sale for
which LESSEE has any right of first refusal.
18. RIGHTS UPON SALE. Should LESSOR, at any time during the Term, decide
(a) to sell or transfer all or any part of the Property or the Building thereon to a purchaser other
than LESSEE, or(b) to grant to a third party by easement or other legal instrument an interest in
and to that portion of the Building and or Property occupied by LESSEE, or a larger portion
thereof, for the purpose of operating and maintaining communications facilities or the
management thereof, such sale or grant of an easement or interest therein shall be under and
subject to this Agreement and any such purchaser or transferee shall recognize LESSEE's rights
hereunder under the terms of this Agreement. To the extent that LESSOR grants to a third party
by casement or other legal instrument an interest in and to that portion of the Building and/or
Property occupied by LESSEE for the purpose of operating and maintaining communications
facilities or the management thereof and in conjunction therewith, assigns this Agreement to said
third party, LESSOR shall not be released from its obligations to LESSEE under this Agreement,
and LESSEE shall have the right to look to LESSOR and the third party for the full performance
of this Agreement.
19. QUIET ENJOYMENT. LESSOR covenants that LESSEE, on paying the rent and
performing the covenants herein,shall peaceably and quietly have,hold and enjoy the Premises.
20. TITLE. LESSOR covenants that it is an "association" as defined in Chapter 718
of the Florida Statutes (the "Condominium Act") and that the Premises is part of the "common
elements" of a"condominium" (both as defined in the Condominium Act). LESSOR covenants
that its members are composed exclusively of the individual condominium unit owners, or their
elected or appointed representatives. LESSOR further covenants that, pursuant to the rights
granted to LESSOR in the governing documents of the condominium and the Condominium Act,
LESSOR operates and maintains the common elements of the Property (including without
limitation the Premises) as the lawful representative of the individual condominium unit owners
of the Building, and that LESSOR as representative of said condominium unit owners has full
right and authority to execute this Agreement and perform its obligations hereunder. LESSOR
further covenants that there are no covenants, easements, restrictions or agreements binding on
LESSOR or the Property that prevent the use of the Premises by LESSEE as set forth in this
Agreement. LESSOR agrees to indemnify and hold LESSEE harmless from any loss or liability
arising out of, or in connection with, any breach of any of the representations, warranties or
covenants made by LESSOR in this paragraph.
21. INTEGRATION. It is agreed and understood that this Agreement contains all
agreements, promises and understandings between LESSOR and LESSEE and that no verbal or
oral agreements, promises or understandings shall be binding upon either LESSOR or LESSEE
in any dispute, controversy or proceeding at law, and any addition, variation or modification to
this Agreement shall be void and ineffective unless made in writing signed by the Parties. In the
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event any provision of the Agreement is found to be invalid or unenforceable, such finding shall
not affect the validity and enforceability of the remaining provisions of this Agreement. The
failure of either Party to insist upon strict performance of any of the terms or conditions of this
Agreement or to exercise any of its rights under the Agreement 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 Agreement, in law or in equity.
22. GOVERNING LAW. This Agreement and the performance thereof shall be
governed, interpreted, construed and regulated by the Laws of the State in which the Property is
located.
23. ASSIGNMENT. This Agreement may be sold, assigned or transferred by the
LESSEE without any approval or consent of the LESSOR to the LESSEE's principal, affiliates,
subsidiaries of its principal or to any entity which acquires all or substantially all of LESSEE'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
Agreement may not be sold, assigned or transferred without the written consent of the LESSOR,
which such consent will not be unreasonably withheld, delayed or conditioned. No change of
stock ownership, partnership interest or control of LESSEE or transfer upon partnership or
corporate dissolution of LESSEE shall constitute an assignment hereunder.
24. NOTICES. All notices hereunder must be in writing and shall be deemed validly
given if sent by certified mail, return receipt requested or by commercial courier, provided the
courier's regular business is delivery service and provided further that it guarantees delivery to
the addressee by the end of the next business day following the courier's receipt from the sender,
addressed as follows (or any other address that the Party to be notified may have designated to
the sender by like notice):
LESSOR: Miramar Royale Condominium Association,Inc.
9950 South Ocean Drive
Jensen Beach, Florida 34957
LESSEE: Verizon Wireless Personal Communications LP
d/b/a Verizon Wireless
Attention:Network Real Estate
180 Washington Valley Road
Bedminster,New Jersey 07921
Notice shall be effective upon actual receipt or refusal as shown on the receipt obtained
pursuant to the foregoing.
25. SUCCESSORS. This Agreement shall extend to and bind the heirs, personal
representative, successors and assigns of the Parties hereto.
26. Intentionally omitted.
27. RECORDING. LESSOR agrees to execute a Memorandum of this Agreement
which LESSEE may record with the appropriate recording officer. The date set forth in the
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Memorandum of Lease is for recording purposes only and beats no reference to commencement
of either the Term or rent payments.
28. DEFAULT.
a. In the event there is a breach by LESSEE with respect to any of the
provisions of this Agreement or its obligations under it, including the payment of rent, LESSOR
shall give LESSEE written notice of such breach. After receipt of such written notice, LESSEE
shall have fifteen (15) days in which to cure any monetary breach and thirty (30) days in which
to cure any non-monetary breach, provided LESSEE shall have such extended period as may be
required beyond the thirty (30) days if the nature of the cure is such that it reasonably requires
more than thirty (30) days and LESSEE commences the cure within the thirty (30) day period
and thereafter continuously and diligently pursues the cure to completion, provided, however,
that such period shall not extend beyond ninety (90) days unless LESSOR agrees in writing to
such further extension. LESSOR may not maintain any action or effect any remedies for default
against LESSEE unless and until LESSEE has failed to cure the breach within the time periods
provided in this Paragraph.
b. In the event there is a breach by LESSOR with respect to any of the
provisions of this Agreement or its obligations under it, LESSEE shall give LESSOR written
notice of such breach. After receipt of such written notice, LESSOR shall have thirty (30) days
in which to cure any such breach,provided LESSOR shall have such extended period as may be
required beyond the thirty (30) days if the nature of the cure is such that it reasonably requires
more than thirty (30) days and LESSOR commences the cure within the thirty (30) day period
and thereafter continuously and diligently pursues the cure to completion. LESSEE may not
maintain any action or effect any remedies for default against LESSOR unless and until
LESSOR has failed to cure the breach within the time periods provided in this Paragraph.
Notwithstanding the foregoing to the contrary, it shall be a default under this Agreement if
LESSOR fails, within fifteen (15) days after receipt of written notice of such breach, to perform
an obligation required to be performed by LESSOR if the failure to perform such an obligation
interferes with LESSEE's ability to conduct its business in the Building;provided, however, that
if the nature of LESSOR's obligation is such that more than fifteen (15) days after such notice is
reasonably required for its performance, then it shall not be a default under this Agreement if
performance is commenced within such fifteen (15) day period and thereafter diligently pursued
to completion. LESSEE may not maintain any action or effect any remedies for default against
LESSOR unless and until LESSOR has failed to cure the breach within the time periods
provided in this Paragraph.
29. REMEDIES. Upon a default, 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. If the non-defaulting Party so performs any of the defaulting Party's obligations
hereunder, the full amount of the reasonable and actual cost and expense incurred by the non-
defaulting Party shall be due and payable by the defaulting Party within thirty (30) days of
invoicing therefor. In the event of a default by either Party with respect to a material provision
of this Agreement, without limiting the non-defaulting Party in the exercise of any right or
remedy which the non-defaulting Party may have by reason of such default, the non-defaulting
I
I
Party may terminate the Agreement and/or 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, each Party shall use reasonable efforts to mitigate its damages in
connection with a default by the other Party. NOTWITHSTANDING ANYTHING TO THE
CONTRARY IN THIS AGREEMENT OR AS PROVIDED UNDER APPLICABLE LAW, IF
LESSEE IS IN OCCUPANCY OF THE PREMISES, LESSOR SHALL NOT BE PERMITTED
TO ENTER THE PREMISES, BLOCK LESSEE'S ACCESS TO THE PREMISES, OR
ASSERT DOMINION OVER THE PREMISES EXCEPT AS MAY BE OTHERWISE
EXPRESSLY PROVIDED HEREIN OR IN STRICT COMPLIANCE WITH APPLICABLE
JUDICIAL PROCESS.
30. ENVIRONMENTAL.
a. LESSOR shall be responsible for all obligations of compliance with
applicable federal, state and local requirements governing environmental and industrial hygiene
matters including, but not limited to, those set out in any applicable statute, regulation, order,
legal decision or by common law, except to the extent that any failure to comply with a
requirement is caused by the activities of LESSEE.
b. LESSOR shall hold LESSEE harmless and indemnify LESSEE from and
assume all duties, responsibility and liability, at LESSOR's sole cost and expense, for all duties,
responsibilities, and liability (for payment of penalties, sanctions, forfeitures, losses, costs,
attorney's fees or damages) and for responding to any action, notice, claim, order, summons,
citation, directive, litigation, investigation or proceeding which results from: (i) any failure to
comply with any legal requirement governing environmental or industrial hygiene matters,
except to the extent that any such non-compliance is caused by LESSEE; and (ii) any
environmental or industrial hygiene conditions arising out of or in any way related to the
condition of the Building, Premises or Property or activities conducted thereon, except to the
extent that such environmental conditions are caused by LESSEE
C. LESSEE, in conducting its activities pursuant to this Agreement, will
comply with all applicable federal, state and local requirements governing environmental and
industrial hygiene matters including those set out in any applicable statute, regulation, order,
legal decision or by common law.
d. LESSEE shall hold LESSOR harmless and indemnify LESSOR from and
assume all duties, responsibility and liability,at LESSEE's sole cost and expense, for all duties,
responsibilities, and liability (for payment of penalties, sanctions, forfeitures, losses, costs,
attorney's fees or damages) and for responding to any action, notice, claim, order, summons,
citation, directive, litigation, investigation or proceeding which results from: (i) any failure by
LESSEE to comply with any applicable legal requirement governing environmental or industrial
hygiene matters, except to the extent that any such non-compliance is caused by LESSOR; and
(ii) any environmental or industrial hygiene conditions to the extent resulting from the activities
of LESSEE. LESSEE shall not be responsible for any existing environmental conditions,
including any contamination, which existed prior to the date of this Agreement or for any
environmental conditions or contamination to the extent not caused by LESSEE or those acting
on its behalf.
12
31. CASUALTY. In the event of damage by fire or other casualty to the Building or
Premises that cannot reasonably be expected to be repaired within forty-five (45) days following
same or, if the Property is damaged by fire or other casualty so that such damage may reasonably
be expected to disrupt LESSEE's operations at the Premises for more than forty-five (45) days,
then LESSEE may, at any time following such fire or other casualty, provided LESSOR has not
completed the restoration required to permit LESSEE to resume its operation at the Premises,
terminate this Agreement upon fifteen (15) days prior written notice to LESSOR. Any such
notice of termination shall cause this Agreement 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
Agreement and the Parties shall make an appropriate adjustment, as of such termination date,
with respect to payments due to the other under this Agreement. Notwithstanding the foregoing,
the rent shall abate during the period of repair following such fire or other casualty in proportion
to the degree to which LESSEE's use of the Premises is impaired.
32. CONDEMNATION. In the event of any condemnation of all or any portion of
the Property,this Agreement shall terminate as to the part so taken as of the date the condemning
authority takes title or possession, whichever occurs first. If as a result of a partial condemnation
of the Premises or Building,LESSEE in LESSEE's sole discretion, is unable to use the Premises
for the purposes intended hereunder, or if such condemnation may reasonably be expected to
disrupt LESSEE's operations at the Premises for more than forty-five (45) days,LESSEE may, at
LESSEE's option, to be exercised in writing within fifteen (15) days after LESSOR shall have
given LESSEE written notice of such taking (or in the absence of such notice, within fifteen (15)
days after the condemning authority shall have taken possession) terminate this Agreement as of
the date the condemning authority takes such possession. LESSEE may on its own behalf make
a claim in any condemnation proceeding involving the Premises for losses related to the
equipment, conduits, fixtures, its relocation costs and its damages and losses (but not for the loss
of its leasehold interest). Any such notice of termination shall cause this Agreement 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 Agreement and the Parties shall make an appropriate adjustment
as of such termination date with respect to payments due to the other under this Agreement. If
LESSEE does not terminate this Agreement in accordance with the foregoing, this Agreement
shall remain in full force and effect as to the portion of the Premises remaining, except that the
rent shall be reduced in the same proportion as the rentable floor area of the Premises taken bears
to the total rentable floor area of the Premises. In the event that this Agreement is not terminated
by reason of such condemnation, LESSOR shall promptly repair any damage to the Premises
caused by such condemning authority.
33. SUBMISSION OF AGREEMENT/PARTIAL INVALIDITY/AUTHORITY. The
submission of this Agreement for examination does not constitute an offer to lease the Premises
and this Agreement becomes effective only upon the full execution of this Agreement by the
Parties. If any provision herein is invalid, it shall be considered deleted from this Agreement and
shall not invalidate the remaining provisions of this Agreement. Each of the Parties hereto
warrants to the other that the person or persons executing this Agreement on behalf of such Party
has the full right, power and authority to enter into and execute this Agreement 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 Agreement.
13
34. APPLICABLE LAWS. During the Term,LESSOR shall maintain the Property,
the Building,Building systems, common areas of the Building, and all structural elements of the
Premises in compliance with all applicable laws, rules, regulations, ordinances, directives,
covenants, easements, zoning and land use regulations, and restrictions of record, permits,
building codes, and the requirements of any applicable fire insurance underwriter or rating
bureau, now in effect or which may hereafter come into effect (including, without limitation,the
Americans with Disabilities Act and laws regulating hazardous substances) (collectively
"Laws'. LESSEE shall, in respect to the condition of the Premises and at LESSEE's sole cost
and expense,comply with (a) all Laws relating solely to LESSEE's specific and unique nature of
use of the Premises (other than general office use); and (b) all building codes requiring
modifications to the Premises due to the improvements being made by LESSEE in the Premises.
It shall be LESSOR's obligation to comply with all Laws relating to the Building in general,
without regard to specific use (including, without limitation, modifications required to enable
LESSEE to obtain all necessary building permits).
35. SURVIVAL. The provisions of the Agreement relating to indemnification from
one Party to the other Party shall survive any termination or expiration of this Agreement.
Additionally; any provisions of this Agreement which require performance subsequent to the
termination or expiration of this Agreement shall also survive such termination or expiration.
36. CAPTIONS. The captions contained in this Agreement are inserted for
convenience only and are not intended to be part of the Agreement. They shall not affect or be
utilized in the construction or interpretation of the Agreement.
37. 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.
[Signatures appear on the following page.]
14
IN WITNESS WHEREOF, the Parties hereto have set their hands and affixed their respective
seals the day and year first above written.
LESSOR:
MIRAMAR ROYALE CONDOMINIUM
ASSOCIATION,INC., a Florida non-profit
corporation
By
Name:
ESS Its: �liw,d
H 6,1 ver Date: P y 1S
Print Name
1 ESS
� h
Print Aame
LESSEE:
VERIZON WIRELESS PERSONAL
COMMUNICATIONS LP
d/b/a Verizon Wireless
VYY1 i Name; Aparna Khurjek�i
WITNESS Its: Area Vice President Network
41m ,Sthr�li� Date:
Print Name
WI IF,S
Print Name
15
EXHIBIT "A"
DESCRIPTION OF PROPERTY
ALL THAT PART OF THE SOUTH 1/2 OF THE NORTH 1/2 OF GOVERNMENT
LOT 4, SECTION 2, TOWNSHIP 37 SOUTH, RANGE 41. EAST.
ST, LUCIE COUNTY. FLORIDA, LYING EAST OF THE EASTERLY
RIGHT-OF-WAY OF STATE ROAD A-I-A.
16
EXHIBIT "B"
SITE PLAN OF GROUND SPACE, ROOFTOP SPACE,
ANTENNA SPACE AND CABLING SPACE
[See attached three (3) pages.]
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