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HomeMy WebLinkAboutADAMS RANCH_237546_16280499_Lease_10-13-2021LEASE AGREEMENT This Lease Agreement is made and entered into this -2-akk day of November, 1989, by and between ADAMS RANCH, INC., of P.O. Box 1030, Ft. Pierce, Florida 33454, Attention: Michael L. Adams, President (the "Lessor") and CENTRAL FLORIDA CELLULAR TELEPHONE COMPANY, INC. a Florida corporation, c/o United States Cellular Corporation, 8410 West Bryn Mawr Avenue, Suite 700, Chicago, Illinois 60631, Attention: Richard Goehring (the "Lessee"). WHEREAS, the Lessor is the owner of real property located in Section 17, Township 35 South, Range 38 East in St. Lucie County, Florida (the "Real Estate"); and WHEREAS, Lessor desires to lease to Lessee a certain part of the Real Estate together with utility and access easements as described below, and Lessee desires to lease the same and to improve the same with a telecommunication tower, antennas and other improvements; NOW THEREFORE, in consideration of the mutual promises and covenants of the parties hereto, it is covenanted and agreed as follows: Lease of Premises 1.1 Lessor hereby leases to Lessee: so much of the North - Easterly corner of the Real Estate legally described on Exhibit A attached hereto as may be required for Lessee to legally construct thereon a guyed telecommunications tower of approximately three hundred (300) feet in height, to be legally defined pursuant to the provisions of Section 1.3, below (referred to herein as the "Real Property"). The Real Property together with the Easements described below are collectively referred to herein as "the Premises" or "the Leased Premises." 1.2 To effect the purposes of this Lease Agreement, Lessor grants to Lessee the following rights and easements (the "Easements"): (a) the right to run power and telephone lines and conduits for transmission lines either overhead or underground on Lessor's property adjacent to the Leased Premises; (b) the right to enter upon Lessor's property adjacent to the Leased Premises for the purpose of repairing, replacing and removing the Improvements (as hereinafter defined) and any other personal property of Lessee on the Leased Premises, including the right to bring heavy equipment and other necessary equipment onto the Premises; (c) the right of pedestrian and vehicular access to and from the Leased Premises at any time over and through Lessor's adjacent property with the concomitant and coextensive right of Lessee of ingress and egress over Lessor's property necessary to effectuate the purposes of this Lease Agreement; provided, however, that only authorized agents, servants, employees, contractors, sub -contractors or other persons under direct supervision of Lessee will be permitted to enter the Leased Premises; and (d) any roadway access easement which may be required solely by governmental authority as a condition of Lessee's intended use. The designation and legal description of the utility and access Easements shall be made as provided in Section 1.3, below. 1.3 Lessor and Lessee agree that as soon as practical after a survey of the Real Estate has been rendered by a Florida licensed land surveyor at Lessee's cost, Lessee shall be entitled to designate the Leased Premises from that part of the Real Estate as is roughly designated on the rough site plan attached hereto as Exhibit A-1, subject to Lessor's reasonable approval. The surveyor shall further redraw the survey to show the Leased Premises, shall stake the corners of the Real Property and shall provide a separate legal description of the Leased Premises. Lessor and Lessee agree that a copy of the final survey and the legal description of the Leased Premises shall be acknowledged by each and attached to each original of this Lease as Exhibit A-2. Lessee agrees that if the designation of the Leased Premises restricts Lessor's public or utility access or access to the remainder of the Real Estate, Lessee will grant appropriate easements back to Lessor to provide such access. In the event that Lessee's lender requires a metes and bounds legal description of the Leased Premises, Lessee is hereby authorized by Lessor to replace Exhibit A-2 with a metes and bounds legal description of Exhibit A-2 and shall provide Lessor with a copy of the metes and bounds legal description of the Leased Premises. WOMONWITC Use of Leased Premises 2.1 Lessee Use. Lessee and its agents, servants, employees, contractors, sub -contractors, sub -lessees and assignees shall have the right to use the Leased Premises for the purpose of erecting, constructing, operating, maintaining and using the following cellular mobile radio equipment to be used as transmission and receiving facilities for communication purposes in connection with the Lessee's operation of a cellular mobile radio telephone system and for other communications systems: (a) an equipment building; (b) a power plant (including a power line, battery plant and generators, if necessary); (c) a guyed telecommunications tower of approximately three hundred (300) feet in height, together with all necessary guy anchors and all necessary Tower mounted spike and/or dish antennas; (d) all necessary conduits for transmission lines to the antennas; (e) all necessary supports, fittings, power lines, equipment, fixtures for transmission and receiving equipment, and assorted equipment for use in connection with Lessee's business; (f) electric utility lines with a pedestal mounted meter base as disconnect point, this meter base shall be capable of accommodating two meters (all of the foregoing equipment being collectively referred to herein as the "Improvements"). 2.2 Lessor Use. Lessor reserves the right to concurrent use of the Easement portion of the Premises more particularly described in Section 1.2(c) and (d) hereof for general agricultural purposes. Lessee shall not fence in any Easement, interfere with waterways on any Easement or construct any improvements on any Easement without Lessor's prior written consent, which consent shall not unreasonably be withheld. Lessor shall not fence in any Easement, interfere with waterways on any Easement or construct improvements on any Easement in a manner which would restrict or impede Lessee's use of or vehicular, pedestrian or public utility access to the Leased Premises. F-11,14604" Term of Lease Agreement 3.1 Term. This Lease Agreement shall commence upon the date on which Lessee commences work on the Improvements (the "Commencement Date") and shall terminate on the twentieth (20th) anniversary of the Commencement Date. If requested by Lessee, Lessor shall certify the Commencement Date in writing to Lessee. 3.2 Option to Terminate. Beginning with the eleventh year of the Lease term, Lessee shall have the option to terminate this Lease Agreement by giving written notice thereof at least sixty (60) days before the effective date of such termination, without any penalty, assessment or cost. ARTICLE FOUR Rent Lessee shall pay and provide to Lessor, as full consideration for the use of the Leased Premises during the lease term, the following cash rent and services: 4.2 Mobile Cellular Telephone Service. During the lease term, Lessee shall also provide to Lessor (at no additional cost except as set forth below) the following cellular mobile radio telephone equipment and services upon completion of the Improve- ments: (a) Four (4) cellular mobile radio telephones, with initial installations in Lessor's vehicles; (b) Free local calling of up to one hundred fifty (150) minutes per month per mobile telephone, non -cumulative, in air time through the Central Florida Cellular Telephone Company, Inc. MTSO; provided that use by Lessor of minutes of calling in excess of the monthly allowance per mobile telephone available to Lessor or outside the Central Florida Cellular Telephone Company, Inc. MTSO, toll charges, taxes and charges incurredbyRoaming on other cellular systems shall be billed to and paid by Lessor at Lessee's customary rates; provided that any portion of the monthly local air time per mobile telephone not used during a month shall expire at the end of each said month and shall not cumulate or be carried forward to a succeeding month or be transferred from one mobile telephone account to another; and further provided that the cellular mobile telephone service provided hereunder shall be used only by Lessor, Lessor's family or Lessor's employees and servants in Lessor's business and for personal use and shall not be sold to any person in any manner; (c) Lessor shall be responsible for all normal maintenance and repair service (subject to manufacturer warranty) and all repairs, maintenance and replacement occasioned by obsolescence, accident, negligent or intentional damage, or theft; (d) Lessee shall have no liability for interruption of cellular radio telephone service due to Act of God, government regulation, strikes, parts unavailability or any other cause beyond the Lessee's control, and any such interruption shall not be deemed a failure to pay Rent or a breach of lease. ARTICLE FIVE Lawful Use and Compliance Lessee shall not use, occupy or permit the Leased Premises to be used or occupied in any manner in violation of the Certificate of Occupancy, if any, affecting the Leased Premises or make void or voidable any insurance then in force with respect thereto, or which may make it impossible to obtain fire or other insurance thereon required to be furnished by the Lessee hereunder or which will cause structural injury to the Leased Premises or any part thereof, or which constitute a public or private nuisance, or which violate any present laws, rules and regulations of any governmental authority having jurisdiction over the Leased Premises. .. a Public Utility Access Lessor shall allow access by Lessee to all essential public utility services necessary to Lessee's operations. Lessee, however, agrees to pay or cause to be paid all costs and charges for the use of such services. In addition thereto, Lessee agrees to pay or cause to be paid all costs and charges for any and all further connections or installations required by Lessee or the public utility as well as all costs and charges for the use of such services. ARTICLE SEVEN Taxes Lessee shall pay all general and special real estate taxes, if any, levied against the Leased Premises for and during the term of this Lease Agreement. Lessee shall also pay all personal property taxes and assessments, if any, levied against the Improvements, and the amount, if any, by which general and special real estate taxes are increased solely by reason of Lessee's improvements. At Lessor's option, Lessee shall pay general and special real estate taxes either by creating a separate leasehold tax parcel therefor or paying to Lessor a prorated portion (based on ratios of areas in the Leased Premises and the entire Real Estate) of Lessor's general and special real estate taxes levied during the lease term with respect to the Real Estate. If the Improvements or any other improvements made by Lessee are substantially damaged by fire or other casualty or by the negligence of Lessor or of Lessor's employees, agents, invitees, sub -lessees or assignees, the Lessee may upon 30 days' written notice to Lessor either elect to terminate this Lease Agreement and all rights and obligations hereunder or repair and restore the Improvements, at Lessee's cost and expense. ARTICLE NINE Indemnification Lessee shall indemnify and hold harmless Lessor herein from any and all costs, claims, damages and suits arising out of or resulting from or in connection with Lessee's or Lessee's employees', agents', invitees', sub -lessees' or assignees' occupancy, possession, use or management of the Leased Premises and License areas of the Real Estate or any portion thereof or the exercise or enjoyment of their rights and obligations under this Lease Agreement, including reasonable attorneys' fees. Lessor shall indemnify and hold harmless Lessee herein from any and all costs, claims, damages and suits arising out of or resulting from or in connection with Lessor's or Lessor's employees', agents', invitees', sub -lessees' or assignees' occupancy, possession, use or management of the Leased Premises and License areas of the Real Estate or any portion thereof or the exercise or enjoyment of their rights and obligations under this Lease Agreement, including reasonable attorneys' fees; provided, however, that Lessor shall not be responsible for any consequential or business damages or losses arising out of an accidental destruction of the Improvements. ARTICLE TEN Insurance MUSIM ARTICLE ELEVEN Subordination This Lease Agreement is and shall be subject and subordinate to all mortgages which may now or hereafter affect the Leased Premises and to all renewals, modifications, consolidations, replacements, and extensions thereof. This clause shall be self - operative and no further instrument of subordination shall be required by any mortgagee. Upon request by Lessor, Lessee shall execute a certificate confirming such subordination (subject to the mortgagee's assurance of quiet enjoyment), and, upon request by Lessor, shall execute any agreement whereby Lessee attorns to such mortgagee in the event of default of Lessor; provided, however, that the party secured by such instrument shall covenant for itself and any purchaser at foreclosure not to disturb Lessee's quiet enjoyment so long as Lessee is not in default hereunder. ARTICLE TWELVE Default Provisions Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge and agree that this Lease Agreement shall be irrevocable during its term as the same may be extended, subject, however, to the right of Lessor or Lessee to effect a valid termination of this Lease Agreement or obtain specific performance or money damages upon the happening of any of the following events, termed an "Event of Default": a. Lessee shall make any assignment for benefit of creditors or file any petition under the Bankruptcy Code of the United States or any state, or have any such petition filed against it and not dismissed within 60 days of the date of filing. b. Lessee shall fail to set aside within 60 days, the appointment of a receiver or trustee for any substantial part of its assets. C. Lessor or Lessee shall fail to comply with any provision of this Lease Agreement and such failure shall continue for a period of 30 days after written notice of such default, except in the case of a default for which Lessor or Lessee undertakes and diligently pursues a cure within said 30 day period. Upon the happening of any of the aforesaid Events of Default and following the time period prescribed for written notice by Lessor or Lessee, or upon 30 days' written notice if no period of notice has been otherwise prescribed, the non -defaulting party may serve upon the defaulting party a written notice of -7- termination to end the term of this Lease Agreement or other relief as may be appropriate. Upon receipt of a notice of termination, and upon the date set forth therein, but not less than five days from the service thereof, this Lease Agreement, as well as any and all right, title and interest of the Lessee hereunder, shall wholly cease and expire in the same manner and with the same force and effect as if the date of the expiration of such notice were the date originally specified for the expiration of this Lease Agreement. All remedies of Lessor and Lessee are cumulative and in addition to other rights at law and the pursuit of one remedy shall not bar the pursuit of other remedies at a later time. QTTII���� Assignments This Lease Agreement and all rights, powers, and privileges granted hereunder shall not be assignable without the written consent of the Lessor, which consent, however, may not be unreasonably withheld or delayed provided, however, that Lessee may without Lessor's consent assign this Lease Agreement and all rights, powers, privileges and obligations hereunder to United States Cellular Corporation, a subsidiary or affiliate of United States Cellular Corporation or the legal entity which is the cellular telephone operating company which from time to time owns the cellular telephone market served by the cell site located at the Premises. Any such assignment shall be effectuated by an instrument in writing duly accepted by assignee whereby such assignee shall assume and agree to be personally bound by the covenants, agreements, terms and provisions of this Lease Agreement, in which event the assignor shall be released of all further obligations hereunder. Within 60 days from the effective date of such assignment, the assigning party shall cause to be delivered to other party executed copies of the assignment and the acceptance thereof. Lessee shall be entitled to sublease ground and Tower space without Lessor's consent. Lessee further shall have the right without Lessor's or any other party's consent to assign, reassign, mortgage, pledge and/or encumber (including without limitation the granting of leasehold mortgages and security interests in the Improvements) Lessee's interest in this Lease and/or Lessee's Improvements as security for the obligations of Lessee (which term includes all assignees and sublessees) or United States Cellular Corporation to any other party or parties. If requested by Lessee at any time during the lease term, Lessor agrees to execute, acknowledge and deliver to Lessee a Landlord's Consent to such collateral i zat ion of the leasehold and Improvements in the form attached hereto as Exhibit B. Lessor also agrees to request and direct any mortgagee of the Real Estate to execute similar lienholder consents and letters. CRIM Notices All payments shall be sent by regular mail, and notices, demands, and requests by either party shall be sent by registered or certified mail, postage prepaid, return receipt requested, to the party to receive such payment, notice, demand or request at its address as given herein or at such other address as it may have designated by notice similarly given. Any such notice, demand or request which shall be served as noted herein shall be deemed to have been served or given for all purposes hereunder 48 hours after the time such notice, demand or request shall be mailed by United States registered or certified mail as aforesaid, in any post office or branch post office regularly maintained by the United States Postal Service. A copy of any notice served on Lessee shall also be served on: Pope, Ballard, Shepard & Fowle, Ltd. 69 West Washington Street Suite 3200 Chicago, Illinois 60602 Attn: Michael G. Hron, Esq. ARTICLE FIFTEEN Termination Regardless of the manner in which Lessee's Improvements may be installed on the Premises, Lessee's Improvements shall always remain Lessee's personal property and shall not be deemed fixtures to the Real Estate. Lessee shall at all times be authorized to remove Lessee's Improvements from the Premises. Upon termination of this Lease Agreement Lessee shall at Lessee's expense, if requested by Lessor, remove the Improvements from the Leased Premises and restore the Leased Premises to their original condition. If Lessor does not notify Lessee that Lessee must remove the Improvements, then Lessee has the option of donating the Improvements to Lessor or removing the Improvements. Upon any removal, the Improvements shall remain the property of Lessee. At the request of either party hereto, this Lease Agreement or a memorandum thereof signed by the parties, may be placed on record in the appropriate public office, at the expense of the party requesting same. ARTICLE SEVENTEEN Governmental Approval This Lease Agreement and all rights and obligations hereunder are expressly conditioned upon and subject to Lessee obtaining any and all applicable local, state and federal regulatory and governmental approvals, including F.C.C. and F.A.A. approval, building permit and zoning and land use authorizations, any of which may be waived only with Lessee's consent. Repairs,, Alterations and Modifications Lessee shall be responsible for all repairs of the Improvements on the Leased Premises. Subject to Lessor's approval which shall not be unreasonably withheld or delayed and Lessor's reasonable requirements for the efficient common use of the Tower and Real Estate by Lessor, Lessee and other users permitted by Lessor, Lessee may, at its expense, alter or modify the Improvements on the Leased Premises to suit its needs consistent with the intended use of the Leased Premises. ARTICLE NINETEEN ownership and Quiet Enjoyment Lessor covenants and warrants to Lessee that Lessor is the owner of good and marketable fee simple title to the Leased Premises and has full power and authority to enter into this Lease Agreement and to grant to Lessee all of Lessee's rights hereunder, that title to the Leased Premises is freeof any condition, covenant or other limitation restricting this Lease Agreement and/or Lessee's rights hereunder and that Lessee shall have quiet and peaceable possession of the Leased Premises during the term hereof. Lessor covenants that it will not give unauthorized persons access to the Leased Premises. Lessor further covenants that during the term hereof and any renewals, the Leased Premises shall remain free and clear of any claim, lien, restriction and/or encumbrance which might interfere with the use of the Leased Premises by Lessee. Lessee shall be entitled to obtain a title insurance policy insuring Lessee's interest under this Lease Agreement. If such title insurance policy discloses any claim, lien, restriction and/or encumbrance which would prohibit any of Lessee's intended uses of the Leased Premises, Lessee may cancel this Lease Agreement, in which event Lessor shall reimburse Lessee for any unused portion of the consideration already paid to Lessor hereunder. CK#]C ARTICLE TWENTY Entire Agreement - Severabilit This Lease Agreement embodies the entire agreement between the parties. It may not be modified or terminated except as provided herein or by other written agreement between 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 Lease Agreement. Lessor and Lessee respectively represent that all necessary partnership and corporate action has been duly taken to authorize the execution and delivery of this Lease Agreement and the performance of the provisions hereof. If Lessor is a partnership, Lessor agrees to cause this Lease Agreement to be executed by all its general partners. All exhibits, appendices and amendments shall be deemed part of this Lease Agreement and incorporated herein, and where applicable, as if fully set forth herein. Each page of any such exhibit, appendix or amendment shall be initialed by the parties hereto. IN WITNESS WHEREOF, the parties hereto have hereunto set their hands the date and year first above written. Attest: Attest: ADAMS RANCH, INC. Bv: Michael L. Adams President CENTRAL FLORIDA CELLULAR TELEPHONE COMPANY, INC., a Florida corporation By: Title: A, j Signature Page of Lease Agreement. -11- This Instrument Prepared By: Robert L. Ryken Pope, Ballard, Shepard & Fowle, Ltd. 69 W. Washington St. Chicago, Illinois 60602-3069 /641/SJM/FTP-ADAMS State Of Florida) SS County of St . Lucie The undersigned, Carolyn Sikorski , a notary public in and for the state and county aforesaid, y certifies that MICHAEL L. ADAMS, President and , Secretary of ADAMS RANCH INC., a Florida corporation, known to me to be the person whose name is subscribed above, appeared before me this day in person and acknowledged that he signed, sealed and delivered the foregoing instrument and caused the corporate seal of said Corporation to be affixed thereto, pursuant to authority given by the Board of Directors of said Corporation, as his free and voluntary act, and as the free and voluntary act of said Corporation, for the uses and purposes therein stated. Dated: November 22, 1989 �lotary Public My commission expires: 2-7-93 State of jA County of coci�- The undersigned, `-- - r 11 1, c, ,,, c, �,- , a notary public in and 4 " ct' - "I '­'- - for the state and county aforesaid, hereby certifiesPresident that ,--Se-cr-,eta-ry of CENTRAL FLORIDA CELLULAR TELEPHONE COMPANY, INC.? a Florida corporation, known to me to be the persons whose name g aie subscribed above, appeared before me this day in person and acknowledged that thef signed, sealed and delivered the foregoing instrument and caused the corporate seal of said Corporation to be affixed thereto, pursuant to authority given by the Board of Directors of said Corporation, as their free and voluntary act, and as the free and voluntary act of said Corporation, for the uses and purposes therein stated. Dated: J" -41-% V Notary Public S AL My commission expires: I ; I < M-v g T, Ji S • , : : I [LEGAL DESCRIPTION OF REAL ESTATE UPON WHICH LEASED PREMISES ARE LOCATED] The following real estate located in St. Lucie, Florida: Section 17 and East Roadway of Section 8, Township 35 South, Range 38 East of Principal Meridian in St. Lucie County, Florida.