HomeMy WebLinkAboutAPPROVED Lease AgreementAGREEMENT TO LEASE REAL ESTATE
THIS AGREEMENT TO LEASE REAL ESTATE (this "Agreement")is made as of
Tuesday,.1_1996,between Edgar A.Brown (hereinafter "Lessor")and AMERICAN
TOWER SYSTEMS,INC.,a Delaware corporation,with an address of 6400 N.CongressAvenue,Suite 1750,Boca Raton,Florida 33487 (hereinafter "Lessee")(collectively,the
"Parties").
WHEREAS,Lessor is the owner in fee simple of certain real property in northern St.
Lucie County,more fully described in the description attached hereto as Exhibit A and
incorporated herein by reference (the "Property");and
WHEREAS,Lessee desires to lease the Property from Lessor,and Lessor desires
to lease the Property to Lessee on the terms and conditions set forth herein;
NOW THEREFORE,in consideration of the mutual promises contained herein and
for other good and valuable consideration,receipt and sufficiency of which is herebyacknowledged,and in consideration of the terms and conditions set forth herein and with
the intention of being legally bound hereby,Lessee and Lessor agree as follows:
1.LEASE:Owner leases to Lessee portions of the Property consisting of
an area which is described in Exhibit A,together with appurtenant Lease easements for
ingress and egress,24 hour per day,seven days per week,on foot or by motor vehicle
(including by truck).The Lessee shall have the right to install and maintain transmission
and utility wires and cables,conduits and pipes on the Property including over,under or
along a 20 foot right of way extending from the nearest public right-of-way for use by the
public utility,at no cost to Lessor.
(a)Commencement and Term of Lease:This Agreement shall
.ch all zoning and permits necessary for the Lessee to
build up to a 300'(three hundred)tower (the "Tower")on the Property have been secured
and construction started (the "Commencement Date"),and shall expire on the twenty-fifth(25th)anniversary of the Commencement Date.If Lessee is unable to secure all required
zoning and permits for the ToWer within 180 days of the date upon which this Agreement is
executed,either party may terminate this Agreement at its option with no further liability to
the other party.
(b)Renewal:This Agreement shall renew for up to three (3)
successive five (5)year periods at a lease rate equal to the rate being paid at the
conclusion of the prior term,plus inclusion of the annual adjustment described in paragraph
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(c)(2)below,unless written notice from Lessee is provided to Lessor ninety (90)dayspriortothe termination of the then current term in effect
(c)Lease Pa ment:Commencing upon the Commencement Date,The Lessee shall pay Lessor lease payments by the 15th calendar day of each month as
follows:
er year annually,paid in monthly installments of This annual rental
be adjusted upwards eve five ears by the greater the CPI or The
Ending CPI minus beginning CPI is divided by the beginning CPI,or
As the greater is the lease rate would be adjusted upward by annually for
the next 5 year p
2.LESSEE'S DEFAULT:In the event of default by Lessee hereunder,
including without limitation nonpayment of any lease payment,which nonpayment remains
uncured for thirty (30)Days from the date on which Lessor gives Lessee written notice that
said payment was due,Lessor may declare Lessee in default and may seek to evict said
Lessee.In the event of any litigation over the performance of this Agreement by either
party,the prevailing party shall collect its reasonable costs and legal fees from the party
which did not prevail.
3.LESSOR'S DEFAULT:In the event of default by Lessor hereunder,
Lessee may,at its option,elect to enforce the terms hereof in any court of competent
jurisdiction or demand and be entitled to any and all appropriate damages in connection
with such default.
4.TITLE: Lessor represents and warrants to Lessee that as of the signing of this
Agreement it holds unencumbered and marketable title to the Property and will provide
satisfactory evidence thereof on or before the Commencement Date.If Lessor is unable to
demonstrate on or before the Commencement Date that it has an unencumbered and
marketable title to the Property,Lessor shall have thirty (30)days to remedy the title
defects.In the event that the title defects cannot be remedied,Lessee shall have the right
to cure and remedy the defect(s)and Lessor shall be liable for all damages and costs
incurred by Lessee arising from the breach of the warranty concerning title.
5.POSSESSION:Subject to paragraph 4 above,Lessor shall deliver and
Lessee shall accept possession of the Property on the Commencement Date.Lessor
CPI adjustment shall be cal6ulated as follows:
Hypothetical CPI at the beginning of the five year period =
Hypothetical CPI at the end of the five years period =
Indicated increase adjustment by the CPI =
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represents that as of the Commencement Date,no party will possess any leasehold rightsinortotheProperty.Lessor shall have the right to continue to occupy the Property as well
as Lessee,and shall carry on such activities as are consistent with law and which do not
interfere with Lessee's right to use the Property for a transmission facility as detailed in
paragraph 8 (a)below.
6.TAXES:Lessor agrees to pay the real property taxes levied and
assessed against the Property for the year 1996,on time and prior to said taxes becoming
delinquent.Thereafter,during the lease term and any renewals,and during the year in
which said lease shall be operative as of January 1st of said year,Lessee shall pay all real
estate taxes levied and assessed against that part of the property set forth on Exhibit A.
Lessee shall promptly reimburse Lessor for said real property taxes within thirty days of
Lessor submitting a reasonable estimate based upon assessment information obtained
from the St.Lucie County Property Appraiser's Office and millage requirements of the
county,together with a copy of a paid tax bill covering the real property of Mich the
property forth in Exhibit A is a part.The Lessee would reserve the right to challenge the
Property Appraisers assessment of the Property if such assessment increases over the
currently assessed value.
7.BROKER/AGENT PARTICIPATION:A Broker's fee is part of this
transaction and will be paid by the Lessee.The only Broker's fee involved in this
transaction is between Chapman and Chapman Associates and the Lessee.The amount
of the brokerage fee has been negotiated at
8.GENERAL PROVISIONS:The following general provisions shall apply to
the leasehold granted by this Agreement:
(a)Purpose:Lessee shall have the exclusive use of the Property for
purposes of operating a communications facility,limited to the erection of a transmission
tower,satellite downlink antennas,transmitter and receiver buildings,other receive and
transmit antennas,and other secondary communications facilities.Lessor will grant
approval to the construction plans of Lessee prior to the Commencement Date,which
approval shall not be unreasonably withheld.Lessee's operation of its facility shall at all
times be consistent with law,ordinance and administration regulation.Lessor's initialing of
Exhibit A shall signify Lessor's approval of the location of the Leased Premises and
appurtenant Lease easements Lessor also grants to Lessee rights to (i)install electric lines
from a main feed of off-site power source to the equipment and telephone lines from a main
or off-site telephone entry point to the equipment,and (ii)erect,construct or make Property
improvements,alterations or additions ("Lessee's Changes")appropriate for Lessee's use.
Lessee's Changes may include,if permitted by Law,fencing and landscaping the Leased
Premises.All Lessee's Changes shall remain Lessee's personal property,save for
culverts,cattleguards, fencing,and permanently installed drainage structures,which will
remain after lease expiration.
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(b)Assignment and Sublease:Lessee may freely assign its rights under
this Agreement or sublet the Property or facilities on the Property subject to Lessor's written
approval,which shall not be unreasonably withheld.
(c)Condition of Premises:Lessee agrees that no representation as
to condition or repair of the Property,and no promise to alter,repair or improve the
Property has been made by Lessor.Lessee shall deliver the Property to Lessor in goodrepairattheexpirationofthisAgreement,and shall remove all fixtures which it has placed
on the Property prior to the expiration of the lease term,yielding up and delivering the
Property in like condition as when taken,save for culverts,cattleguards, fencing,and
permanently installed drainage structures.
(d)Right To Enter Property:Lessor shall have full right to inspect or
gain access to the leasehold improvements made by Lessee in or to the Property at all
times given prior notice to the Lessee.
(e)Alterations:Lessee may freely make alterations,decorations,
additions or improvements in or to the Property,provided that said alterations,additions,
decorations or improvements are in compliance with federal,state and local laws,
regulations and ordinances.Any mechanic's lien filed against the Property for work
claimed to have been done for or materials claimed to have been furnished to Lessee shall
be discharged by Lessee within ten (10)days after filing.Lessor shall have the right,but
not the obligation,to pay or discharge any mechanic's lien.If Lessor should elect to
exercise this right,Lessee shall pay Lessor the amount so expended,within 10 days of
notice by Lessor of said obligation.Lessor will allow Lessee to make reasonably
appropriate alterations to the Property in order to accomplish Lessee's Changes,in
accordance with plans and specifications ("Plans")to be submitted to Lessor and reviewed
for approval not later than five (5)days from submission.After Lessor's written acceptance
of any Plans submitted by Lessee,the Plans shall be determined to be accepted to Lessor,
and shall incorporated in the Lease as Exhibit "B".
(f)Lessor's Nonliability:Lessor shall not be responsible or liable to
Lessee for any loss or damage that may be occasioned by or through the acts of omissions
of persons occupying adjoining property.In addition,Lessor shall not be liable for any
damage or injury to any person or property which occurs on the Property due to Lessee's
actions or omissions.Lessee shall maintain commercial liability insurance on the Property
of a type and level consistent with good communications industry practice,but in no event
less than and Lessor shall be named as an additional insured on said policy at
no cost to Lessor.
(g)Eminent Domain:If,during the term of this Agreement,
proceedings shall be instituted under the power of eminent domain which shall result in an
eviction,total or partial,of Lessee,at the time the trial of such proceedings shall
commence,this Agreement shall be voidable at the option of Lessee and the terms above
shall cease and terminate if Lessee elects to void this Agreement.If the Lessee continues
in possession,it shall be as a Lessee from month to month and for no longer terms,anything in this instrument to the contrary notwithstanding.
(h)Remedies Not Exclusive:Each of the rights provided in this
Agreement shall be cumulative.
(i)No Right To Mortgage:Lessor shall have the right to subordinate
this Agreement to any mortgage hereafter placed on the Property.
(i)Quiet Enjoyment:Upon Lessee paying the rent and performing all
of the other provisions of this Agreement,Lessor agrees that Lessee shall peacefully and
quietly have,hold and enjoy the Property during the term of this Agreement.
During the term of this Agreement,the Lessee will provide the Lessor a list of the tenants
and an inventory of their equipment which is mounted on the Tower.
9.MISCELLANEOUS:The following additional terms and conditions apply to
the performance of this Agreement by the parties:
(a)Lessor agrees that Lessee's ability to use the Leased Premises is
contingent upon its suitability for Lessee's intended use from a technical engineering basis
and Lessee's ability to obtain any and all governmental leases,permits,and approvals
required or deemed necessary or appropriate by Lessee for its use of the Leased Premises
(called "Governmental Approvals").Lessor agrees to cooperate with Lessee,and at
Lessee's expense join in any applications for Governmental Approvals.Lessor specifically
authorizes Lessee to prepare,execute and file all necessary or appropriate applications to
obtain Governmental Approvals for its use under this Lease.
Lessee shall have a period of 180 days,from the execution date of this Agreement,unless
extended in writing by Lessor,to obtain all required governmental approvals and licenses.
Failure of Lessee to obtain said approvals,licenses or permits shall render this Agreement
null and void.
(b)Lessor also agrees that Lessee's ability to use the Leased Premises is
contingent upon the completion of contract arrangements with its sublicensee(s)for a
period of time not to exceed 180 days.
(c)Waiver of Default:Either party may waive or remedy any default in
any manner without waiving such default remedied and without waiving any other prior or
subsequent default;and either party may waive or delay the exercise of any right or remedy
under this Agreement without waiving that right or remedy or any other right or remedy
hereunder.No waiver of any of the terms,provisions or conditions hereof shall be effective
against either party unless the same is in writing and signed by the waiving party.
If to the Lessor:
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(d)Binding on Assigns:This Agreement shall be binding upon,and shall
inure to the benefit of the respective heirs,executors,administrator*successors and
assigns of the Parties.
(e)Survival of Covenants and Warranties:Each of the agreements,
covenants and warranties on the part of the Parties to this Agreement shall be deemed and
construed to be on a continuing basis and shall survive the execution and deliver of this
Agreement.
(f)Notices:All notices,demands or requests required or permittedunderthisAgreementtobegivenbyortoeitheroftheParties(i)shall be in writing and (ii)
unless and until otherwise specified in a written notice by the respective parties or any of
them,shall be sent to the parties at their following respective addresses:
If to the Lessee:
Edgar A Brown
1'5939 :Er'Re2,ock
Ft.Pierce,Florida 3'+N5
Telephone:561-464-4141
American Tower.Systems,Inc.
6400 N.Congress Avenue
Suite 1750
Boca Raton,FL 33487
Atten:James S.Eisenstein
Telephone:407-998-2280
Fax:407-998-2278
or to such other address as either party from time to time shall designate by written notice
to the other.Each such notice,demand or request shall be deemed to have been properly
served for all purposes if personally delivered or sent by Registered or Certified Mail,return
receipt requested,postage prepaid,to its addressee at its address as set forth herein
above,or by recognized overnight courier service.Each such notice,demand or request
so mailed by either party shall be deemed to have been received by its addressee on the
first business day after the day of mailing.
(e)Integration;Amendment;Modification:This Agreement represents
the entire agreement of the Parties as to the subject,and there exists no other oral or
written agreement or understanding which is not a part of this Agreement or which shall
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have no force or effect.This Agreement shall not be amended or modified except bywritteninstrumentexecutedbytheParties.
(f)Separability:Each section,subsection and lesser section of this
Agreement constitutes a separate and distinct undertaking,covenant or provision hereof.
In the event that any provision of this Agreement shall be determined by a court of
competent jurisdiction to be unlawful,such provision shall be deemed severed from this
Agreement,but every other provision of this Agreement shall remain in full force and effect.
(g)Law of Forum;Venue:This Agreement shall be construed in
accordance with and governed by the laws of the State of Florida.The Parties agree that
this Agreement was executed in St.Lucie County,Florida and the Parties contemplate that
its performance is to occur in St.Lucie County,Florida.Thus,the Parties agree that the
sole venues for ail actions brought pursuant to this Agreement shall be the courts of law or
equity of St.Lucie County,Florida or in the courts of the United States of America located
in Ft.Pierce,Florida.
(h)Titles;Pronouns:Titles at the beginning of paragraphs,
subparagraphs,sections and subsections of this Agreement are placed there for the
convenience of the reader,and are of no force or effect.To the extent that said titles are
expressed or implied contrary to any provision in this Agreement,the terms of the provision
and not the title governs the interpretation of this Agreement.Pronouns,regardless of
gender,shall be interpreted as if they were of the gender of the noun to which they refer.
(i)Interpretation:Neither this Agreement nor any provision contained
herein shall be interpreted for or against either Party solely because that Party or that
Party's legal representative crafted the provision.
Counterparts:This Agreement may be executed in one or more
counterparts,each of which shall be deemed an original and all of which shall constitute the
same agreement.
IN WITNESS WHEREOF,the Parties hereto,intending to be legally bound,have
executed and delivered this Agreement on the day and year first above written.
By.
Date:,1996
AMERICAN TOWER SYSTEMS,INC.
By:
mes S.Eisenstein
h Operating Officer
Date:&(■0 ,1996
8
SURVEYOR'S NOT
1.Reproductions of this sketch are not valid unless embossed with the surveyors seal and contains
an original signature,
2.Lands shown hereon were not abstracted or researched by this office for Rights-of-ways.Easements of Record,Reservations,Ownership,Abandonments,Deed Restrictions,Zoning
Regulations or Zoning Set-back Lines,Land Use Plan Designation,adjoining deeds or Murphy Act
Deeds.This survey is riot intended to delineate Wetlands,Local Areas of Concern or any other
Jurisdictional Boundary Lines.
3.Legal Description shown hereon was prepared by this office.
4.FLOOD NOTE:By graphic plotting only,this properly is located in Flood Zone 'X'.of the Flood
Insurance Rate Map,Community Panel Number 12111C0175 F,effective August 19,1991 ,and is not
in a Special Flood Hazard.No field surveying was performed to determine this zone and the exact
location can only be determined by an elevation certificate.
5.Bearings shown hereon are based upon a bearing of N89°40'46"VV,along the North -ight-of-way line
of the South Florida Water Ma ent District Canal C-25
NOTICE:THERE MAY BE ADDITIONAL RESTRICTIONS THAT ARE NOT RECORDED ON THIS PLAT
THAT MAY BE FOUND IN THE PUBLIC RECORDS OF THIS COUNTY.
Z..10 Z aBed 96L-GZL-LOtr
LEGAL DESCRIPTION
COMMENCE at the Southeast corner of Section 32,Township 34 South.Range 39 Last.St I ircie County,Florida.
thence run N00'30 29-E,along the East line of said Section 32,a distance of 154 95 feet:to a point on the North right
of-way line of South Florida Water Management District Canal C-25 (Belcher Canal),thence run 889-46'21"W.aloi,g
the said North right-of way line,a distance of 176.38 feet,thence run N89 '41156"W.along said North right-al way line,a
•istance of 518 33 feet,to a Concrete Monument on the West line of an easement described in Official Records I3ook
100,Page 507 of the Public Records of St.Lucie County.Florida thence coritinue N89"40'56"W,a distance of 50 00
feet to the POINT OF BEGINNING,thence continue N89-40'56"W.a distance of 50 00 feet,thence run N00 5144"E.a
distance of 110.16 feet;thence run 589'42'28"E,a distance of 50 00 feet:thence run S00"51'44"W,a distance 01110 18
feet to the POINT OF BEGINNING.said lands lying in Section 32,Township 24 South Range 39 East.Si'Lucie
County.Florida.
TOGETHER with a 20 loot wide ingress and egress easement °ye'the following described property
COMMENCE at the Southeast corner of Section 32,Township 34 South Range 39 East.Si I ucie County.Florida
thence run N003029"E,along the East line of said Section 32.a distance of 154 95 feet,to a point on the North right-
of-way line of South Florida Water Management 0 strict Canal 025 (Belcher Canal).thence um 889 '46-21W.airing
the said Nolh right-of-way line a distance of 176 38 feet.thence run N89-40•56.W.along said Noilli light-of way line,a
distance of 5767 60 feet to the POINT OF BEGINNING,thence run N0WS1 44'F.a clistanc of 20 00 teet.thence run
S89`40'56"F.a distance ot 5149 26'feet.thence run 300"51'44-W.a distance ut 20 00 feet,to a point nil the said North
right-of-way line of Canal C-25,lhenCe run N89'40'56'W.along said North right-of-way .1:1c-!..a distance of 5149 26 feet
to the POINT OF BEGINNING:said lands lying and being in Sections 3'and 32.Township 34 South Range 39 Vast
St Lucie County,Florida.
aipmoa .r spiori
VIA DHL DELIVERY
Sprint Spectrum,L.P.
1357 Hembree Road
Suite 100
Roswell,Georgia 30076
Attention:Lease Manager
Dear Lease Manager:
The following amendment have been executed:
Fellsmere
Vero Church
Bluefield
Mildred
Rim Ditch
Okeechobee
BassingerBelleGlade
Bear Island
Rio Stuart
Dark Hammock
Angle Road
Palm City
Strazzula
Enclosures
Cc:Dee Ware
November 20,2001
Re:Amendments to Lease Agreements
Please keep two (2)fully executed originals of each agreement for your records.
Should you have any questions or comments,please give me a call 770-226-6465.
Sincerely,
Paula Mullen
Paralegal