HomeMy WebLinkAbout579723 LeaseSTATE OF FLORIDA
COUNTY OF SAINT LUCIE )
THIRD AMENDMENT TO LEASE AGREEMENT
THIS THIRD AMENDMENT TO LEASE AGREEMENT (the "Amendment") is
made and entered into effective as of last date of signature set forth below, by and between
CHARLES H. FOX, an individual, and DAVID A. HOINES and BONNIE K. HOINES5
husband and wife (having a mailing address of 3081 East Commercial Blvd., Suite 200,, Ft.
Lauderdale, Florida 33308) ("Lessor"), and TOWER DEVELOPMENT CORPORATION, a
Maryland special purpose corporation (having a mailing address of 2000 Corporate Drive,
Canonsburg, Pennsylvania 15317) ("Lessee").
WITNESSETH,0
WHEREAS, Charles H. Fax, an individual, and David A. Hoines and Bonnie K. Homes,
husband and wife, as lessor and PJ Development, LLC, a Florida limited liability company
CTJ"), as lessee, entered into tO that certain Lease Agreement dated May 14, 2008 (the
"Original Agreement"'), with Lessee., as tenant., a memorandum of which was filed for record in
Book 3007, Page 2695 in the Public Records of Saint Lucie County, Florida (the "MUL"),
covering certain real property, together with an easement for ingress, egress and utilities thereto,
described in Exhibit "A" attached hereto (the " Leased Premises");
WHEREi AS, the Original Agreement was amended by that certain First Amendment to
Site Lease agreement dated July 10, 2008 (the "First Amendment"):, pursuant to which First
Amendment, the lessor unclear the original Agreement was clarified to be Lessor and David E.
Chopper, and, as further amended by that certain Second Amendment to Site Lease Agreement
dated February 18, 2009 and recorded in the Public Records of St. Lucie County, Florida on May
12, 2009 at Q.R. Book 3088!, Page 16 (the "Second Amendment" and together witli the First
Amendment and the Original Agreement, the "Agreement");
WHEREAS, pursuant to that certain Assignment and Assumption of Lease Agreement
dated April 9, 2010 and recorded in O.R. Book 3190, Page 2734 in the, Public Records of St.
Lucie County, Florida, Lessee succeeded to the interest of PJ in and to the Leased Premises and
the Agreement;
WHEREAS, David E, Chopper is deceased, and pursuant t�
Deed dated May 20, 2020 and retarded in O.R. Book 4430, Page 1707
St. Lucie County, Florida, Lessor succeeded to the interest of D vi
Leased Premises and the Agreement; and
that certain Quit claim
in the Public Records of
d E. Chopper in and to the
WHEREAS., the Agreement has an original III (Including all extension terms) that will
terminate on January 3 ] , 2040 (the "Original Term"') and the parties desire to amend the
Agreement to extend the Original Team and as otherwise set forth below.
NSW, THEREFORE, in consideration of the premises and the mutual covenants and
U# 0045k Fox
32 84380 0
agreements hereinafter set firth, the receipt and sufficiency of which are hereby ackliowledged,
the parties hereby agree as follows:
1. AMENDMENTS. The Agreementis hereby amended as follows:
�a) Additional Terms and Renewals,. The second sentence of Section 2 of the
Original Agreement is hereby deleted in its entirety and the following is substituted in lieu
thereof:
At Lessee's option, this Lease shall automatically be extended for fourteen
(14) subsequent fire (5) year terms (the "Renewal Terms") unless Lessee
terminates it pursuant to Section 4 (Lessee's Right to Terminated of this
Lease.
If all such options to extend are exercised, then the final expiration of the Agreement shall occur
on JanUary 31, 20904
(b} Revenue Sharin2. If, after full execution of this Amendment, Tenant enters into
any future sublease or license with a Broadband Tenant (as defined herein) not alreadv a
subtenant on the Pr Prux beach a "Subleasc"), Tenant shall pay to Lessor
per month (the "Sublease Fee") for each such Sublease, The first
payment of the Sublease Fee shall be due on the first dad of the month following the
commencement date of the applicable Sublease., and each subsequent payment shall be due on
the first day of each month thereafter. If any Sublease expires or germinates for any reason,
Tenant shall no longer be obligated to pay a Sublease Fee for such Subleas Notwithstanding
anything in this paragraph to the contrary, Lessor shad not be entitled to a Sublease Fee for any
sublease or license to any subtenant of Tenant or any successors and/or assignees of such
subtenant who commenced use of the Properly or executed a sublease or license priox- to the
effective date of this Amendment, As used herein, "Broadband Tenant" shall mean any subtenant
which is a Commercial Mobile Radio Service ("CMRS11) provider has defined in 47 C.F.R.
§20.3) erlgaged primarily in the business of providing wireless telephony services to its
customers.
(c) Notice. Lessee's notice address is hereby amended to be:
Lessee: Tower Development Corporation
General Counsel
Attention: Legal - Read Estate Department
2000 Corporate Drive
Canonsburg, Pennsylvania 15317
(d) Execution of Governmental Documentation. If requested by Lessee, Lessor
will execute, at Lessee's sole cost and expense, all documents required by any governmental
authority in connection with any development of, or construction on, the Property, including,
without limitation, any documents necessary to petition the appropriate public bodies for
certificates, permits, licenses and other approvals deemed necessary by Lessee to utilize the
Property for the purpose of constructing, maintaining and operating caminunication facilities,
BU# 00 45} Fox
322843800
2
including without limitation, tower structures, antenna support structures, cabinets, meter boards,,
buildings, antennas, cables, equipment and uses incidental thereto. Lessor agrees to be a nanled
applicant if requested by Lessee. In furtherance of the foregoing, Lessor hereby appoints Lessee
as Lessor's attorney -in -fact to execute all land use applications, permits, Iicenses and tither
approvals on Lessor's behalf.
2. SIGNING BONUS. As additional consideration
Lessee shall pad to Lessor- the sum of
sixty (60) days following the final execu
3. MISCELLANEOUS.
for the exec
endment by Lessee.
within
(a) Full Force and Effect. All of the terms, provisions, covenants and agreements
contained in the Agreement are hereby incorporated herein by reference in the same manner and
to the same extent as if all such terms, provisions, covenants and agreements were fftailly set forth
herein. Lessor and Lessee ratify, confirm and adopt the Agreement as of the dale hereof d
acknowledge that there are no defaults under the Agreement or events or circumstances which,
with the giving of notice or passage of time or bath, would ripen into events of default. Except
as otherwise expt-essiy amended herein, ail the terms and conditions of the Agreement shall
retrain and continue in full force and effect. In case of any inconsistency between the
Agreement, the MOL or that certain Letter Agreement between Lessor and Lessee dated August
165 2018 and this Amendment, the terms and conditions of this Amendment shall govern and
control,
(b) Bindim! Effect. This Amendment shall be binding upon the heirs, legal
representatives, successors and assigns of the parties. The parties shall execute and deliver such
further arid additional instruments, agreements and other documents as may be necessary to
evidence or carry out the provisions of this Amendment.
(c) IRS Form W-9. Lessor agrees to provide Lessee with a completed IRS Foam VV-
9, or its equivalent, upon execution of this Amendment and at such other times as may be
reasonably requested by Lessee, In the event the Properly is transferred, the succeeding Lessor
shall have a duty at the time of such transfer to provide Lessee with a Change of Ownership
Form as provided by Lessee and completed IRS Form W-9,, or its equivalent, and other related
paper work to effect a transfer in rent to the new Lessor. Lessor's failure to provide the FRS
Form W-9 within thirty (30) days after Lessee's request shall be considered a default and Lessee
may take any reasonable action necessary to comply with IRS regulations including, but not
limited to, withholding applicable taxes from rent payments.
(d) SurveLessee reserves the right, at its discretion and at its sole cost, to obtain a
survey (the "Survey") specifically describiong the Leased Premises and any access and utility
easements associated therewith. Lessee shall be permitted to attach the Surrey as an exhibit to
this Amendment and any related memorandum for recording, which Survey shall update and
replace the existing description of the Leased Premises, at any time prior to or after closing the
complete execution of this Amendment.
{e} Representations and Warranties. Lessor represents and warrants that.
3
32 84380 0
(i) Lessor is duly authorized to and has the full power and authority to enter
into this Amendment and to perform all of Lessor's obligations under the Agreement as amended
hereby.
(ii) Except as expressly identified in this Amendment, Lessor owns the
Property free and clear of any mortgage, deed of trust, or other lien secured by any legal or
beneficial interest in the Property, or any right of any individual, entity or governmental
authority arising under an option, right of first refusal, lease, license, easement or other
instrument other than any rights of Lessee arising under the Agreement as amended hereby and
the rights of utility providers under recorded easements.
Upon Lessee's request, Lessor shall discharge and cause to be released
(or, if approved by Lessee, subordinated to Lessee's rights under the Agreement as amended
hereby) any mortgage, deed of trust, lien or other encumbrance that may now or hereafter exist
against the Property.
(iv) Upon Lessee's request, Lessor shall cure any defect in Lessor's title to the
Property which in the reasonable opinion of Lessee has or may have an adverse effect on
Lessee's use or possession of the Property.
(v) Lessee is not currently in default under the Agreement, and to Lessor's
knowledge, no event or condition has occurred or presently exists which, with notice or the
passage of time or both, would constitute a default by Lessee under the Agreement.
(vi) Lessor agrees to execute and deliver such further documents and provide
such further assurances as may be requested by Lessee to effect any release or cure referred to in
this paragraph, carry out and evidence the full intent and purpose of the parties under the
Agreement as amended hereby, and ensure Lessee's continuous and uninterrupted use,
possession and quiet enjoyment of the Property under the Agreement as amended hereby.
(f) Entire Agreement. This Amendment supersedes all agreements previously made
between the parties relating to its subject matter.
(g) Counterparts. This Amendment may be executed in two (2) or more
counterparts and by facsimile, each of which shall be deemed an original, but all of which
together shall constitute but one and the same instrument.
(Signatures Appear on the Following Pages)
4
BO# 5800245; Foz
3228438o vl
IN WITNESS WHEREOF, the parties have executed this Third Amendment to Lease
Agreement effective as of the day and year first written above.
L see.Print Name:
_11 G
LESSOR:
CHARLES H. FOX
STATE OF )
COUNTY )
The foregoing Third Amendment to Lease Agreement was acknowledged before me this
day of 20& by CHARLES He FOX. He is personally known to me or
has produced as identification.
Given under my hand this day of 2p ,
Lie
Notarc_
Printed Name 5�4.
My Commission Expires:
My Commission Number:
BUH 5800245; Fox
32284380 v]
t
L. SHIEl05pUbtic _ State of Flarlda
missionpGG2741fifm. Expires Nov 5, 2012
d through Na[lonal Notarygssn.
LESSOR:
101Do meal
STATE pO�F�L )
COUNTY )
The foregoing Third Amendment to Lease Agreement was acknowledged before me this
day of f, 20W, by BONNIE K. HOINES. She is nermnally known to me or
has produced as identification, �^
Given under my hand this 1L day of �/�r , 20Z0.
Nota�
RM
USAN L. SHIELDSPrintedName yS�+t�� public - State of Floridafsslon#GG 27g161, Expires Nov 5, 2022
h National Notary Assn.
My Commission Expires:
My Commission Number:
BU# 5800245; Fox
32284380 v1
TENANT:
TOWER DEVELOPMENT CORPORATION,
a Maryland special purpose corporation
1�
me: 1 lelen V. Smith
I
STATE OF
W � � )
f COUNTY )
The foren �o,in1'g Third Amendment to Lease Agreement was acknowledged before me this
d��vay of �v C, 20_X, by Helen V. Smith of TOWER
DEVELOPMENT CORPORATION, a Maryland special purpose corporation, on behalf of the
corporation. He/She is personally known to me or has produced as identification.
Given under my hand this � 2- day of M(riU'� , 20 2J.
�'V VrwV�I�Q
Notary Public
Nicole Arlette Benton
Printed Name
My Commission Expires:
My Commission Number:
"""��, NICOLE ARLETTE BENTON
.
P`4M Notary Public, . �� State of Texas
900E Comm. Expires 12.13.2024
°o'o sa` Notary ID 130931009
BUri 5800245; Fox
3zzeasao �i
EXHIBIT "A"
TOWER PARCEL.
(OFFICIAL RECORD BOOK 30M PAGE 1631)
A PORTION OF SECTION 31, TOWNSHIP 34 SOUTH, RANGE 40 EAST, St LUCIE
COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCE: AT THE NORTH QUARTER CORNER OF SAID SECTION 31; THENCE
SOUTH OO'O9'12' N1=S7, ALONG THE EAST LINE OF SAID SECTION 31, A
DISTANCE OF 9&00 FEET TO THE SOUTH RIGHT OF WAY LINE OF ST. LUCIE
BOULEVARD; THENCE DEPARTING SAID EAST LINE, NORTH 89 48'220 WEST,
ALONG SAID SOUTH RIGHT OF WAY UNE, A DISTANCE OF 342.25 FEET; THENCE
DEPARTING SAID SOUTH RIGHT OF WAY UK SOUTH OOVW12R WEST, A
DISTANCE OF 788.00 FEET; THENCE NORTH 89'48'22" WEST, A DISTANCE OF
54.96 FEET TO THE POINT OF BEGINNING; THENCE SOUTH OO'11'38" WEST, A
DISTANCE OF SD.00 FEET; THENCE NORTH 89948'22' WEST, A DISTANCE OF
120.00 FEET; THENCE NORTH D01103e EAST, A DISTANCE OF BO.00 FEET;
THENCE SOUTH 894V22" EAST, A DISTANCE OF 120.00 FLEE TO THE POINT OF
BEGINNIG.
CONTAINING OA653 ACRES OR 7200 SQUARE FEET, MORE OR LESS.
INGRESS, EGRESS AND UTILITY EASEMENT
(OFFICIAL RECORD BOOK 3088, PAGE 1631)
A PORTION OF SECTION 31, TOWNSHIP 34 SOUTH, RANGE 40 EAST, ST. LUCIE
COUNTY, FLORIDA. BEING MORE PARTICULARLY DESCRIBED AS FOLLOW&
COMMENCE AT TK NORTH QUARTER CORNER OF SAID SECTION 31; THENCE
SOUTH 00409'12' NEST, ALONG THE EAST LINE OF SAID SECTION 31, A
DISTANCE OF 9&00 FEET TO THE SOUTH RIGHT OF WAY LINE OF ST, LUCIE
BOULEVARD; THENCE DEPARTING SAID EAST UNE, NORTH 89 *4W22' WEST,
ALONG SAID SOUTH RIGHT OF WAY LINE, A DISTANCE OF 342.25 FEET; THENCE
DEPARTING SAID SOUTH RIGHT OF WAY UK SOUTH OOVO0120 WEST, A
DISTANCE OF 786.00 FEET TO THE POINT OF BEGINNING; THENCE SOUTH
OD109112' NEST, A DISTANCE OF 20.00 FEET; THENCE NORTH 89*489220 WEST,
A DISTANCE OF 54y99 FEET THENCE NORTH D01103W EAST, A DISTANCE OF
2D,OO FEET; THENCE NORTH 8904822" EAST, A DISTANCE OF 54.98 FEET To
THE POINT OF BEGINNING.
CONTAINING 0.0252 ACRES OR 1099 SQUARE FEET, MORE OR LESS.
A-]
BUq 5800245; Pox
32284380 vl
PJ DEVELOMENTI LLC
7341 Westpon. Place
West Palm Beach, Horida 33413
I'cIcphone (772) 607-4000 * Facsimile (772) 288-41 SS
SECOND AMENDMENT TO
SITE LEASE AGREEMENT
This First Amendment to the Site Lease Agreement ("Amendment") is made and
entered into this 1$th day of February, 2009 by and between PI Development, LLC, a
Florida Limited Liability Company (Lessee) and Charles Fox and David Hoines,
WHEREAS, Lessee and Lessor entered into a Site Lease Agreement
("Agreement") dated May 10, 2008;
WHEREAS) in case of any inconsistencies between the terms and conditions
contained in the Agreement and the terms and conditions contained herein, the terms and
conditions herein shall control. Except as set forth below, all provisions of the Agreement
remain unchanged and in full force and effect.
NOW THEREFORE, in consideration of the sum of Ten and no/100 Dollars
($10.00) and the mutual covenants and conditions contained herein and for other good
and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
the parties hereby agree as follows:
L The Lease Parcel shall be increased by Ten Feet (10') on all sides for
the sole purpose of a Ten Foot (10') landscape buffer. Attached is a
survey and legal description of the Leased Parcel.
IN WITNESS WHEREOF, Lessor and Lessee having read the foregoing and intending
to be legally bound hereby, have executed this Lease Amendment as of the day and year
first written above.
S' ed, sealed, and delivered in the LESSOR: Charles Fo id A. Hoines
- -- i I. %-/I & VA
By:
itness Officer's N: Charles ox
Print Name �1 bhouQ' Title -
By:
itness ,ft Officer's Davi oines
Print Name: 7b _ c&b Title:_ �
SIGNATORS CONTINUED ON FOLLOWING PAGE
JUSEI`H E. SMITH, CLERK OF THE CIRCUIT COURT
SAINT LUCIE COUNTY
FILE # 334381 y W1212009 al 11:29 AM
OR BOOK 3= PAGE 1631.1634 Dw Type: AGR
RECORDING: $35.50
LESSEE: P3 Development, LLCM A Florida
17.y."11tea llal6n;ty c�smjspe�y
By: "
Witness Officer's Name: Paul A. Scott
Print Name: M I -Coe} if H4:ChMMe: Managing Partner
r
tress � p
Print Name:?C(k��l'• /t 0
IN WITNESS WHEREOF, the parties have executed this Amendment of Luse as of
the day and year first above written.
LESSOR:
STATE OF FLORIDA
COUNTY OF BROWARD
The foregoing instrument was acknowledged before me this Iq day of��,
20by Charles H. Fox and David A. Hoines o are rsonall known tome or who
Pe �►
have broduced as identification and who did (did not) take
an oath.
WITNESS my hand and official seal.
t'
Notary u is
Print Name
My Commission Expires:
JEAN
�� b 675651
EON Jprm 24, 2011
SIGNATORS CONTINUED ON FOLLOWING PAGE
LESSEE:
STATE OF FLORIDA
COUNTY OF MARTIN
The foregoing instrument was acknowledged before me this J�'day oilInk
24 a by Paul A. Scott as Managing Partner of Pd Development, LLC, a Flo
Limited Liability Company, who is personally known tome or who has produced
as identification and who did (did not) take an oath.
WITNESS my hand and official seal.
LQ
Notary Publi
�.. en C ..
Print Name
My Commission Expires: Note public State of Florida
Q0f;aeay Erickson
My Commission m5soe90
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PJ DEVELOPMEN'r, LLC
7341 Westport Place
West Palm Beach, Florida 33413
Telephone (772) 607-4000 * Facsimile (772) 2884155
FIRST AMENDMENT TO
SITE LEASE AGREEMENT
This First Amendment to the Site Lease Agreement ("Amendment") is made and
entered into this loth day of July, 2008 by and between PJ Development, LLC, a Florida
Limited Liability Company (Lessee) and Charles Fox and David Hoines.
WHEREAS, Lessee and Lessor entered into a Site Lease Agreement
("Agreement") dated May 14", 2008;
WHEREAS, in case of any inconsistencies between the terms and conditions
contained in the Agreement and the terms and conditions contained herein, the terms and
conditions herein shall control. Except as set forth below, all provisions of the Agreement
remain unchanged and in full force and effect.
NOW WHEREFORE, in consideration of the sum of Ten and no/100 Dollars
($10.00) and the mutual covenants and conditions contained berein and for other good
and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
the parties hereby agree as follows:
1. The name of the Lessor's, Charles Fox and David Hoines in all
references is changed to Fee Simple Owners, Charles H. Fox; David A.
Hoines and Bonnie K, Hoines, husband and wife; and David E. Chapper
IN WITNESS WHEREOF, Lessor and Lessee having read the foregoing and intending
to be legally bound hereby, have executed this Lease Amendment as of the day and year
first written above.
Signed, sealed, and delivered in the LESS ar Ch
K. Hoines, husband and wife; and avid C p
Witness Officer s Name:
Print Name: Title: i
L.
Witn st_ [,
Print e: ` w
SIONATORS CONTINUED ON FOLLOWING PAGE
FRx; David A. Hoines and
re erwe of:
-*Wes
By:
ss Officer's Name ' Y/`
Print Name:4e
Title: 47
�Vitn s
Print e: ` E • L
Witness
Print Name'
Witne(
Print Xdhe:
aL��
Witness
Print Name:
wip e s
P "tame:
Witness
Print Name:
Witness
Print Name:
fitness
Print Name:
��g
By.
Officer's Name: i
Title: _ �--
By:
Officer's Xam ' ✓� •�
Title:,w�-- _
By:
officer's Name:
Title:
LESSEE: PJ Development, LLC, A Florida
limited liability company
By: %N .
Officer's Name: Paul A. Scott
Title: Managing Partner
Witness
Print Nance: M i l G" ) I 5? 1--1 h rncl r�
IN WITNESS WHEREOF, the parties have executed this Amendment of Lease as of
the day and year first above written.
LESSOR:
STATE OF FLORIDA
COUNTY OF U60W *&WA4P
The foregoing; instrument was acknowledged before me this -�— day of�
20_jUby Charles H. Fox; David A. Hoines and Bonnie K. Hoines, husband andife;
and I i'avid E. Chapper, who �ient
�ersonall known to or who have produced
an and who did {did not) take an oath.
WITNESS my hand and official seal.
Notary Public
Print Name
My Commission Expires:
LESSEE:
STATE OF FLORIDA
COUNTY OF MARTIN
My COMMIS
DD 350191
EXPIRES. Au 26. 20
T e foregoing instrument was acknowledged before me this 2 day of 11,
LLA Flida
20 by Paul A. Scott as Managing Partner of PJ Development, ,
Limited Liability Company, who is personall_y known to me or who has produced
as identification and who i id not) take an oath.
WITNESS my hand and official seal.
Notary PUT,�+qce-,
Print Name
My Commission Expires:
LEASE AGRE4 Ef ME' NT
Forty
`freestanding " tower and wireless communications, focifitV
Located at:
Facility: Fox and Hoines Property
Street Address, ? (Address -number not assigned yet) St. Lucie Blvd.
City: Ft. Pierce
County " St. Lucie
State. Florida.
between
PJ DEVELOPMENT, LLC-
A. Florida CorPoTation, LESSEE
And
Mr. Charles Fo,x and Mr. David Hoines.
Lessor
Page 1 of 18
LEASE AGREEMENT
FOR PROPERTY LOCATE P1 THE STATE OF FLORIDA
THIS LEASE AGREEMENT (the "Lease) is made this if day of 2008. by
and between W. Charles Fox and Mr. David<Iloines, as individuals, the address of which
is 3081 E Commercial Blvd Fort Lauderdale, FL 33308-4380, (the "Lessor") and PJ
DEVELOPNMNT LLC, a Florida Corporation, having its principal place of business at
7341 Westport Place, West Palm Beach, FL 33413 ("Lessee").
1. Description of Leased Property, Lessor warrants and represents to
Lessee that it is the fee simple owner of that certain real property located in Ft. Pierre,
Florida, legally described on Exhibit "A!' attached hereto and made a part hereof by this
.reference C T essor's Property" ). For good and valuable consideration, Lessor leases to
Lessee a portion of Lessor's Property, that portion being described as an approximately
40' .x 100', Four Thousand (4000) square foot parcel (thy: "Leased Premises") and grants
to Lessee an exclusive right for ingress and egress, seven days per week, twenty-four
hours per day, on foot or motor vehicle, including trucks, along a twenty -foot wide right-
of -way extending f om the .nearest public right-of-way (the "Easement Area"), together
with the right to .install, >replace and. maintain utility wires, poles, cables; conduits and
pipes in the Easement. Area, (the '`Lessee Facilities''). The Leased Premises and
Easement .Area are generally described in a survey drawing attached hereto as Exhibit
zB»
In the event any utility is unable or unwilling to use the described
Easement Area, Lessor hereby agrees to grant an additional easement either to the Lessee
or directly to the public utility at no cost and in a location acceptable to either Lessee or
the public utility.
2. Lease Term. This Lease shall be for an initial term (the "Initial Term") of
Ten. (10) years beginning can the Commencement Date (hereinafter defined). At Lessee's
option, this Lease 'shall automatically be extended for four (4) subsequent five (5) year
terms (the "Renewal Terris") unless Lessee terminates it pursuant to Section 4 (Lessee's
Right to Terminate) of this Lease. The Initial Term and any Renewal Terms shall be
collectively referred toas the "Lease Term".
The initial Term shall commence on tine date (the "Commencement Date") on
which Lessee commences material physical alteration of the Leased Premises for the
purpose of constructing the wireless communications facility ("Construction").
3. Rent. Beginning on the Commencement Date, Lessee shall pay to Lessor
S 4001EMper year to be paid in equal monthly installments of rent (tile
`°pent") far the Leased Premises.
Page 2 of 18
Alter the first five (5) years of the initial Term, the Rent shall increase by
fifteen percent (15%) over the Rent that was in effect during the previous -rive-year
period. For every five-year period thereafter, the .Rent shall be increased by fifteen
percent (15%) over the previous five-year period. Each payment of Rent shall be
accompanied by the applicable Florida saps tax, if any is due..
4. Lessee's. Right to Terminate. Luring the Lease Term; Lessee shall have
the absolute, unilateral right to terminate this Lease, at any time, by providing Lessor
with six (b) month's prior written notice. Said termination shall be effective six (6)
months after the date Lessee provides notice of termination to Lessor.
5. Effect of Termination by Lessee. Upon termination of this Lease by
Lessee, the parties shall have no further obligations except for Lessee's obligations to pay
any rents due or that may become due, and those specific provisions contained in the
Lease that survive termination.
G. Use of Property. The Leased Premises and all easements, rights and
privileges, herein granted shall be used only for the purpose of constructing, maintaining
and operating a wireless communications facility and uses incidental thereto for Lessee's
use and for the use of its sublessees and/or licensees ("Lessee's Permitted Use"). It is the
'intent of the parties that, Lessee's communications facility shall not constitute a fixture.
Lessee shall place a security fence, consisting of chain -link or comparable construction,
around the perimeter of the ]..eased 'Premises, It is understood and agreed that all
improvements shall be undertaken at Lessee's sole expense. Lessee will maintain the
Leased Promises in a reasonable and sarc condition. Lessor shall take no action that
would adversely atlect the status of the Leased Premises with respect to the Lessee's
Permitted Use. Lessee will maintain the Leased Premises in a manner consistent with the
design. drawings used to construct the Lessee Facilities.
7. ]Due Diligence/Lessee's Ability to Use Property. rty. At Lessee expense
during the Lease Term, the Lessee and Lessee's representatives may enter the Lessor's
property for the purpose of inspecting and surveying the Leased Premises and the
easement area acid conducting engineering tests, including, but not limited to soil boring
tests, appraisals and other investigations, inspections and tests, and environmental and
other hazardous materials investigation, as well as, for the purpose of constructing the
Lessee Facilities contemplated by this Lease Agreement. If, as a result of such
investigation, it is determined that the Leased Premise are not suitable for the purpose of
constructing the
Lessee Facilities as contemplated herein, then Lessee may terminate this Lease
Agreement upon thirty (30) day's notice and will have no further obligations for the
payment of rent except for the rent that may be due through the termination date. Lessor
agrees to execute documents reasonably necessary to petition the appropriate public
bodies for the approvals and to be named as "Applicant" is requested by Lessee in order
to construct the Lessee Facilities contemplated by this Agreement. Both parties
understand that tinie is of the essence during the investigation tinie period.
Page 3 of 18
8. Removal of Obstructions. Lessee has the right to remove obstructions,
including but no limited to vegetation, which may encroach upon, interfere with or
present a hazard to Lessee's use of the Leased Premises. Lessee shall be responsible for
disposing; of any material related to the removal of obstrvctions,
9. Hazardous Substances and Hazardous Wastes. Lessee shall not (either
with or without negligence) cause or permit the use, storage, generation, escape, disposal
or release of any Hazardous Wastes in any manner not sanctioned by law. In all events,
Lessee shall indemnify and hold Lessor harmless from any and all claims, darnages,
fines. judgments, penalties, costs, liabilities or losses (including, without limitation, any
and. al! sums paid for settlement of claims, attorneys fees, and consultants' and experts'
fees) from the presence or release of any Hazardous Substances or Hazardous Wastes on
the Lease Premises, if caused by Lessee or ;persons acting under Lessee. Lessee shall
execute such affidavits, representations and the like from time to time as Lessor may
reasonably request concerning Lessee's best knowledge and belief as to the presence of
I Iaxardous Substances or i lazardous Wastes on the Leased Premises.
Lessor shall not (either with or without _negligence) cause or permit the
use, storage, generation, escape, disposal or release of any Hazardous Substances or
Hazardous Wastes in any manner not sanctioned by law. Ja all events, Lessor shall] -
indemnify and hold Lessee harmless- from any and all claims, damages, 'fines, judgments,
penalties, costs, liabilities or losses.(including, without, limitation, any and all sums paid
for settlement of claims; attorneys' fees, and consultants' and experts' fees) from the
presence or release of any ffi&ardous Substances or Hazardous Wastes on Lessor's
Property unless. caused. by Lessee or, persons acting udder Lessee. Lessor'shall execute
such affidavits representations and the life from time to time as Lessee may reasonably
request concerning', Lessor's best knowledge and belief as to the presence of Hazardous
Substances or Hazardous; Wastes on Lessor's Property.
For Purposes of this Lease, the term "Hazardous Substances" shall be as
defined in the Comprehensive Environmental Response, Compensation, and Liability
Act, 42 U.S.C. §§ 9601 et seq , sand any regulations promulgated pursuant thereto, and as.
used to define "Hazardous Wastes" in the Resource Conservation and Recovery Act, 42
U.S.C. §§ 6901 et.seq., and any regulations promulgated thereto.
10. ]insurance. At all times during the Lease Term, Lessee, at its sole
expense, Lessee shall .obtain and keep in force insurance which may be required by any
federal, state, or local statute or ordinance or any governmental body having jurisdiction
in connection with the operation of Lessee's business upon the Leased Premises. Lessee
agrees to name Lessor as an additional insured under Lessee's liability insurance policy.
In no event, however, shall Lessee not have general liability insurance of less than Two
Million Dollars ($2,000,000.00), specifically a One Million ($1,000,000.00) policy for
the property and a Two Million ($2,000,000.00) umbrella policy, on which such policy
Lessor shall be named as an.additional insured. Landlord shall not be responsible for any
intentional. or negligent acts of Lessee that affects third parties; as Lessee has control and
management of the Leased Premises.
Page 4 of 18
11. Waiver of Subrogation. The parties hereby waive any and all rights of
action for negligence against the other which may hereafter arise on account of damage to
the Leased Premises resulting frown any fire or other casualty of the kind covered by
property insurance policies with extended coverage regardless of whether or not, or in
what amount, such insurance is now or hereafter carried by the parties.
12. Eminent Domain. If any part of the Leased Premises;is taken by eminent
domain, Lessor will notify Lessee of the ta.k ng within five days and Lessee will have the
option to: (a) declare this Lease null and void with thereafter being no further liability or
obligation by either of the parties hereunder: or (h) remain in possession of that portion of
the Leased Premises not taken, in which event there shall be an equitable adjustment in
'rent on account of the portion of the Leased Premises cso taken. With either option.,
Lessee has the ability to contestthe taking and directly proceed to obtain an award, or a
portion of the award, allocated to Lessee's interest in the Leased Premises.
13. right of Fist refusal. If during the Lease Tenn, Lessor receives
an offer from; any entity to acquire landlords' interests in the Lease or Leased ;Premises,
Lessor shall provide written notice to Lessee of said offer. Lessee shall have a right of
first refusal to purchase, at its election and on the terms and conditions as in Lessor's
Notice. The Right of First Refusal must be exercised within 30 days from the date of
notice. If Lessee does not exercise its right of first refusal by written notice to Lessor
within thirty'(30) days, Lessor may sell the property'described in the Lessor's Notice.
14. Surrender of Property. Upon e:-piration or termination of this Lease,
Lessee shall, within a reasonable time, remove its building(s), tower and all aboveground
property and restore "the surt"ace of the Leased Premises to its original condition,
reasonable wear and tear excepted. At the termination of the Lease, the Lessor will have
the option to ,take possession of the tower. The Lessor must notify Lessee in writing of
Lessor's decision on whether or not to keep the tower. If the Lessor decides to keep the
tower, then the Lessor will relieve Lessee of all liabilities and obligations for the removal,
maintenance and care of the tower.
15. Recording, Lessor acknowledges that Lessee intends to record a
Memorandum of this Lease with appropriate recording officer upon execution of this
Lease. Lessor shall execute such a Memorandum promptly upon Lessee's request.
(Exhibit`E)
16. Hold Harmless. Each party shall indemnify and hold harmless the other
Party from any claim of liability, loss or damages made against one party for the personal
injury or property damage arising from, the use and occupancy of the Leased Premises
caused by acts of the other party, its servants or agents. The provisions of this section
survive termination of the Lease.
17. Lessor's Covenant of Title. Lessor covenants that Lessor is seized of
good and sufficient title and interest to the Lessor's Property of which the Leased
Page 5 of 18
Premises is a part and has full authority to enter into and execute this Lease. Lessor
further covenants that (1) there are no aspects of title that might interfere with or be
adverse to Lessee's interests in and intended use of the Leased Premises and (2) tithe shall
be such that Lessee will Have the ability to obtain title insurance at regular rates.
I.S. Interference.. From and after the elate hereof and continuing until the
Lease is terminated, Lessee shall have the exclusive right to constrict, install and operate
commuineations facilities that emit radio frequencies on Lessors Property. Lessor shall
not permit (i) the construction, installation or operation of any communications facilities
that emit radio frequencies on Lessor's Property other than the comununieatiom facility to
he constructed, installed and operated on the Leased Premises or (ii) any condition on
Lessor's Property which :interferes with Lessee's Permitted Use. Each of the covenants
made by Lessor in this Section 18 is a covenant running with the land for the benefit of
the Leased Premises and shall be binding upon Lessor and each successive owner of any
portion of Lessor's Property and upon each person having any interest therein derived
through any owner thereof'
19. Quiet En'oyment. Lessor covenants that Lessee, on paying Rent and
performing the covenants of this Lease, shall peaceably and quietly .have, and enjoy the
:Leased Premises.
20. Mortgages. At Lessor's option, this Lease shall be subordinate to .any
mortgage by Lessor which may now or hereafter affect all of Lessor's Property including
the Leased `'remises, provided that any such mortgage shall recogmi?e the validity of this
Leasc:in the event of foreclosure of Lessor's interest and also. recognize Lessee's right to
remain in possession and have access to the Leased Premises. In the event that the
Leased Premises is encumbered by a mortgage, Lessor shall obtain and furnish to Lessee
a non -disturbance agreement for each such mortgage in recordable form. Lessee shall
execute whatever instruments may reasonably be required to evidence this . subordination
clause.
21. Default. In the event that there is a default by Lessor or Lessee (the
"Defaulting Party") with respect to any of the provisions of this Lease or Lessor's or
Lessee's obligations .under the Lease, the other party (the "Non -defaulting Party") shall
give the Defaulting Party written notice of such default. After receipt of such written
notice,. the Defaulting Party shall have fifteen days in which to cure any monetary default
and thirty days .in which to cure any non -monetary default; provided, however, the
Defaulting; Party shall .have extended periods as may be required beyond the thirty days if
the nature of the cure is such that it reasonably requires more than thirty days and the
Defaulting Party commences the cure within the thirty period and there after continuously
and diligently pursues the cure to completion. The Non -Defaulting Party may not
maintain any action or effect any remedies for default against the Defaulting Party guess
and until Defaulting Party has failed to cure the same within the time periods provided in
this Section 21.
Page 6 of 18
Lessor acknowledges that under the terms of this Lease, Lessee has the
right "to terminate this Lease at any time upon six months' notice,, accordingly, in the
event that Lessor maintains any action or effects any remedies for default against Lessee
resulting in Lessee's dispossession or removal, (i) the Rent shall be paid up to- the elate of
such dispossession or removal and (IDLessor shall' be entitled to recover from Lessee, in
lieu of any other damages, as liquidated, final damages, a sum equal to six months
rental. In no event shall Lessee be liable to Lessor for consequential, indirect, speculative
or punitive damages in connection with or arising out of any default.
In the event that Lessor is in default beyond the applicable periods set
forth above, Lessee may at its option upon written notice; if such default is substantial
and material, declare the Lease Tenn ended and vacate the Leased Premises and be
relieved 'From all further obligations under `.his Lease; and/or incur reasonable expenses
necessary to perform the obligation of Lessor specified in such notice, and. any amount
paid by Lessee in so doing .shall be deemed paid for the account of Lessor, and ;Lessor
agrees to reimburse Lessee therefore; sue for injunctive relief; and/or sue for specific
performance; and/or sue, for damages; and/or set off from Rent or any other amount any
reasonable amount expended by Lessee as a result of such default. In the event of a
termination of this. Lease by Lessee on account of Lessor's default, Lessee shall be.
entitled to recover from Lessor the depreciated value of all of Lessee's improvements,
located on the Leased"Premises as set forth in Lessee's records and accounts.
22. Entire Agreement. lessor and lessee agree that this Lease contains all
of the, agreements, promises and understandings between Lessor and Lessee. No verbal
or oral agrcenient� , promises or understandings shall be binding, upon cither Lessor or
Lessee in any dispute, controversy or proceeding at law. Any addition, variation or
modification to this Lease shall be void and inetaTective unless made in writing and signed
by the parties hereto.
23: Construction of Document. Lessor and Lessee acknowledge that this
document shall not be construed in favor of or against the drafter and that this document
shall not be construed as an offer until such time as it is executed by one of the parties
and then tendered to the other party.
24. AD
pllicable Lave. This Lease Agreement and the performance thereof
shall be governed, interpreted, construed and regulated by the laws of the State of
Florida. In the event that a dispute arises under this Lease, the parties agree that the
venue for any Iitigation shall be Palm Beach County, Florida, or the County where the
property is located.
25. Notices. All notices hereunder shall be in writing and shall be given by (i)
established express delivery service which maintauis delivery records, (ii) hand delivery,
or (ii) certified or registered mail, postage prepaid, return receipt requested. Notices may
also be given by facsimile transmission, provided that the notice is concurrently given by
one of the above methods. Notices are effective upon receipt, or upon attempted delivery
if delivery is refused or if delivery is impossible because of failure to provide reasonable
Page 7 of 18
means for accomplishing delivery. The notices shall be sent to the parties at the
following addresses:
If to Lessor: (This is the remittance address also,)
Mr. David Hoines
3081 E.'Commerical Blvd.,#200,
Ft. Lauderdale, FL 33308
Phone: (954) 772 2444
Fax (954)772-1860
Email: DAHFL@aol.com realestate@chappergroup_com
If to Lessee: PJ Development, LLC
7341 Westport Place.
West Palm Beach, FL 33413
Attention: lvh•. Paul A. Scott
Facsimile No.:772-288-4155
2.6. Assignment and Sublease. Lessee has the right, within its sole
discretion, to assign and sublease this Lease and/or to license space on the Leased
Premises and Lessee's wireless communications facility. Any assignment or sublease of
this Lease or license of space shall be binding upon the successors, assigns, heirs and
legal representatives of the respective parties hereto, but Lessee shall remain liable for
performance of terms -and: conditions of this Lease.. Lessee has the further right, within its
sole discretion, to encumber this Lease, provided that any such encumbrance(s) shall be
subject to the provisions of Paragraph 20. Upon notice to Lessor of any leasehold
mortgage by Lessee, Lessor agrees to give the holder or such leasehold mortgage (the
"Leasehold Mortgagee) written notice of any default by Lessee hereunder and an
opportunity to cure any such default within fifteen (15) days after such notice with
respect to monetary defaults and within a commercially reasonable period of time after
such notice with respect to any non -monetary default.
27. Partial Invalidity. If any term of this Lease is found to be void or
invalid, then such invalidity shall not affect the remaining terms of this Lease, which
shall continue in fiill force and effect.
28. Successors and Assigns. This Lease Agreement shall extend to and bind
the heirs, personal representatives, successors and assigns of the parties hereto, including
any successive owners of the Lessor's Property.
29. heal Estate Taxes. Lessor shall pay all real estate taxes on Lessor's
Property, provided Lessee agrees to pay for any documented increase; in real estate taxes
levied against the Leased Premises that are directly attributable to the improvements
constructed by Lessee. Lessor agrees to provide Lessee any documentation evidencing
Page 8 of 18
the increase and how such increase .is. attributable to Lessee's use. Lessee reserves the
right to challenge any such assessment and Lesser agrees to cooperate with Lessee in.
connection. with any such challenge.
30. Lessor's Waiver. Upon Lessee's request,Lessor shall promptly execute;a
Subordination Agreement subordinating Lessor landlord's lien concerning equipment
which is subject to third party financing and installed on the leased premises.
3.1. Construction o ` ..ease. The captions preceding the Sections of this Lea.se
are intended only for convenience ofrefereace and;ut no way define, li:niit or describe the
scope of this Lease or the intent of any provision hereof: whenever the singular i,s used,
the same shall include the plural and vice versa and words of any gender shall include the
other gender. As used herein, Including" shall mean `:including, without limitation".
(Signatures appear on following` page)
Page 9 of 18
IN WITNESS WHEREOF, Lessor and Lessee having read the foregoing and intending
to be legally bound hereby, have executed this Lease Agreement as of the day and year
first written above.
Pri ame:��- '� • � 4
III
INN IN @�i,Ni► I►f P �,�
LESSEE: PJ Development, LLC. A Florida
Corporation
-dT t-C W "0CA IIYYVVN By. U �
Witness Officer's Name:, Paul A. Scott
Print Name: i C h t I<a HcC h rTlO r) Title: Managing Member
Print Name:
(Aclu owledgments appear on following page)
Page 10 of 18
STATE OF FLORIDA
ss
COUNTY OF
The foregoing instrument was acknovd
2008, by Mr. David Hoines and Mr. Chary
themsalves; fie/She is personalty known to me or has
identification.
before me this !Eday of
as individitals, on, behalf of
L.
Si a re of Notary Public
as
Printed Name of Notary Public
MyCommssion Eprs: Sea) EJEAN E. GULA
COmmissIOn DD
675651
1
Expires June 24,20
1
1
BMW 7b1U'rmvF;&k b'ft= W49S.17019
STATE OF FLORIDA
ss
COUNTY OF )a161 ReaeA :
The foregoing instrument was acknowledged before me this A/ day of
Aeu/ .9-008, by Paul A. Scott as Managing Member of PJ Development, LLC, a
Corp 6ration incorporated wider the laws, of the State of Florida, on behalf of said
Corporation. He/She is persly lmown to me or has produced as
identification.
My Commission Expires:
�Siiggnature of&70iary Public
Page 1 I of 18
by an
31
to
,ease Agreement,dated _ M,5 .
Legal Description of Parent Tract;
C'Lessor",)
Page 12 of 18
Site Sketch Including Easement Area:
SEE ATTACHE
Page 13 of 18
FoRTI-I
Proposed 4o' x 80'Compound
*Not to scale
Location for reference only and will be determined
by property owner and lessee.
EX WIT "C"
to
Lease Agreement dated /vdtILI 2008
by and betvveen,Mr. David Hoines and Mr. Charles Fox asindividgals ("'Lemorl')
SEE ATTACHED
LEASER' PARCEL
Page 14 of 18
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Lease Agreement dated AAW / - 2008
by and hetweenMr. David Haines a►nd Mr. Chi rles Fox, as ndividaals (IT
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Income AAnalysis
(See attached.)
Page 15 of 1.8
EXMIT i'ri,'9
RECORDED AT REQUEST OF, AND
WHEN RECORDED RETURN TO
FJ Development, LLG'
7341 Westport Place
West Pahn Beach, Florida 33413'
MEMURANDUM;OF AGREEMI ENT
This 'Memorandum of Agreement isentered into on this day of
20 , by and between
a. Florida corporation with an address of
fhereinafrer referred to as
"Lessor') and. a
Corporation,
"Lessee'). with an
address (hereinafter referred to
Lessor and Lessee entered into a Communication Site Lease Agreement
("Agreement' ) on the day of , 20, for the purpose of
installing, operating and maintaining a radio communications facility and ether
improvements. All ofthc foregoing -are set forth in the Agreement.
The term of the Lease is for Ten (10) years commencing on ,
20 , ("Commencement Date") and terminating on the fifty anniversary of the
Commencement Date with five (5) successive five (5) year options to renew.
The Land which is the subject of this Agreement is in
County, Florida, described in Exhibit A annexed hereto.
IN WITNESS WHEREOF, the parties Have executed this Memorandum of
Agreement as of the day and year first above written.
SIGNATURES ON NEXT PAGE
Page 16 of 18
LESSOR:
Signed,scaled and delivered in the presence of -
in
Witness
.Print Name
Witness
Print Name
STATE OF FLORIDA
COUNTY OF
fly
Print Name
Title
Tax 11) #
The foregoing .instrument was acknowledged before me this day of
20 by as
of
a Florida corporation, who is personally known to
me or who has produced as identification and who did (did
not) , take an oath,
WHNESS my hand and official seal.
Notary Public
Print Name
My Commission Expires:
Page 17 of 18
LESSEE. PJ Development, LLC
7341 Westport place
West Palm Beach, Florida 33473
Signed, sealed and delivered in the presence of
Witness
Print Name
Witness
Print Name
STATE OF FLORIDA
COUNTY OF
By
Name
Print,
................ .
Title
Tax ID
The foregoing instrument was acknowledged before me this day of
20 by who is
personally known to me or who has produced as
identification and who did (did not) take an oath.
WITNESS my hand and official seal
Notary Public
Print Name
My Commission Expires:
Page 18 of 18