HomeMy WebLinkAboutLEASE AGREEMENTSCANNED
BY
St. Lucie County
FIRST AMENDMENT TO LEASE AGREEMENT
THIS FIRST AMENDMENT TO LEASE AGREEMENT ("Amendment") is
LI
made this � day of Oclohu! 2000, between BECKER HOLDING
CORPORATION, a Florida corporation ("Lessor"), with a principal place of business
located at 660 Beachland Blvd., Vero Beach, Florida 32963, and CROWN
COMMUNICATION INC., a Delaware corporation ("Tenant'), with a principal place
of business located at 375 Southpointe Boulevard, Cannonsburg, Washington County,
Pennsylvania 15317.
WITNESSETH:
WHEREAS, Lessor and BELLSOUTH MOBILITY INC. ('BellSouth") are
parties to that certain Option and Lease Agreement dated as of December 15. 1998 (the
"Original Lease"), whereby BellSouth leased certain real property located in Fort
Pierce, St. Lucie County, State of Florida as such property is more particularly described
in the Original Lease (the "Leased Parcel');
WHEREAS, BellSouth assigned the Original Lease to Tenant, pursuant to that
certain Assignment and Assumption of Option and Lease Agreement dated as of
2000 (together with Original Lease, the "Lease"); and
WHEREAS, the parties wish to modify certain terms and conditions of the Lease
as provided herein.
NOW THEREFORE, for the mutual covenants and premises herein, and other
good and valuable consideration, the receipt and sufficiency of which is hereby mutually
acknowledged, the undersigned patties, intending to be bound, hereby agree as follows:
1. Status Of Parties. The parties each acknowledge that, to the best
of its knowledge, the other party has complied in all material respects with the obligations
under the Lease accruing on or prior to the date hereof and that, to the best of its
knowledge, the other party is not in default under the terms of the Lease.
2. Use of Leased Parcel, Section 7 of the Lease shall be and is
hereby amended and restated to read as follows:
TENANT shall use the Leased Parcel for the purpose of
constructing, maintaining, and operating a communications facility'
U(r l and uses incidental thereto, consisting of (a) a building or buildings
-Bun - 00E)-(e`t*;i as necessary now or in the future to shelter telecommunications
= equipment and related office space, (b) a free standing monopole
DDC TYPE or three sided antenna structure with a total height which in no
event shall exceed two hundred fifty (250) feet without the express
MIDWAYSITE(FLPMkCE)
M11:192716W N 7]G01 1=039632.00%
written consent of LESSOR, which consent may be arbitrarily
withheld, and (c) all necessary connecting appurtenances.
TENANT may modify its antenna structure (but not the total
height of the structure) or building(s) but only with the written
consent and approval of LESSOR, which consent shall not be
unreasonably withheld or denied. A security fence consisting of
chain link construction or similar but comparable construction may
at the option of TENANT be placed around the perimeter of the
Leased Parcel (not the Access Parcel). All improvements shall be
at TENANTS expense. LESSOR grants TENANT the right to use
not more than twenty feet (20') of the LESSOR's land adjoining
and adjacent to the Leased Parcel and the Access Parcel as is
reasonably required during construction, installation, maintenance,
and operation of the Communications Facility. If TENANT
desires to use any additional land beyond the twenty feet (20')
provided herein, TENANT may do so, but only with the prior
written consent of LESSOR, which consent shall not be
unreasonably withheld or denied. TENANT shall maintain the
Leased Parcel in a good and functional condition clear of all debris,
trash, weeds, and unsightly items (not screened from LESSOR's
adjoining property). TENANT shall not engage in any act on the
Property which constitutes a nuisance nor shall TENANT permit
others to do so. TENANT shall cause the Property and TENANTS
use thereof to be in full compliance with all governmental
approvals and requirements. Notwithstanding any other
termination rights available to TENANT under this Agreement,
TENANT, at its sole and absolute discretion, shall have the right to
terminate this Agreement with ninety (90) days prior written notice
to LESSOR and a lump sum payment to LESSOR in an amount
equal to six (6) months rental at the rate in effect at the time of
termination. Notice of the TENANT's exercise of its right to
terminate shall be given to LESSOR in writing by certified mail,
return receipt requested, and shall be effective upon receipt of such
notice by the LESSOR as evidenced by the return receipt. All
rentals paid to said termination date shall be retained by the
LESSOR. Upon such termination, this Agreement shall become
null and void and all the parties shall have no further obligations,
including the payment of money, to each other, except all
indemnifications of LESSOR by TENANT shall survive subject to
the limitations set forth in Section 8 of this Agreement. TENANT
may, from time to time, permit other parties to co -locate upon the
-- Property provided (i) Tenant provides written notice to Lessor of
any such co -location, together with a signed copy of the applicable
co -location agreement and (ii) Tenant shall pay to LESSOR, as
additional rent, of the monthly rental
MVWAY SrM (Fr. PDRM
NU).\92716101%1rJG0 I I.DON9632.0006 2
income actually received by TENANT from the subtenant, licensee
or sublicensee (each, a "co -tenant") of Tenant locating
telecommunications equipment on the tower on the Leased Parcel
which additional rent payments shall commence upon the later of
(a) the thirty-seventh (37th) month from and after the
Commencement Date of this Agreement or (b) the first day of the
first month following the commencement of installation of
equipment for the applicable co -tenant, and continuing thereafter
until the earlier of (a) the termination of this Agreement or (b) the
termination of the applicable co4ocation agreement.
Notwithstanding the provisions of this Section 7, TENANT may
permit BellSouth Mobility, Inc. or any affiliate thereof, to co -
locate on the Property and no additional rent shall be due to Lessor
with respect to such co -location. It is understood and agreed that
TENANT's ability to use the Property is contingent upon its
obtaining, after the execution of this Agreement, all certificates,
permits, and other approvals that may be required by any federal,
state, or local authorities. LESSOR agrees to reasonably cooperate
with TENANT in its efforts to obtain such approvals for
TENANT's use of the property and LESSOR agrees to sign such
documents as are customarily and reasonably required to enable
TENANT to file applications with appropriate governmental
authorities for the proper zoning of the Property as required for the
use intended by TENANT. TENANT shall perform all other acts
and bear all other expenses associated with any required rezoning
procedure. LESSOR agrees not to register any written or verbal
opposition to any TENANT requested rezoning of the Property.
3. Capitalized Terms. Capitalized terms not otherwise defined
herein shall have the meanings set forth in the Lease.
4. No Other Amendments. Except as expressly modifed by this
Amendment, the Lease remains unchanged and in full force and effect.
MIDWAY WE (FT. PEERCE)
IN WITNESS WHEREOF, the undersigned have executed this Amendment the day and
year first above written.
Signed, sealed and delivered in the
presence of:
.i`'
Witness
Print Name: df�'
Witness
Print Name: bc
Witness
Print No
Witness
Print Name: St» K uS%111
MIDWAY SIM (FT. PMRCE)
Mf1:192716VI1 IZ1G011.DO039632DO6
LESSOR:
BECKER HOLDING CORPORATION,
a Florida corporation
Officer's Nam &11,e � 45 e
Title: Orc-rf'
TENANT:
CROWN COMMUNICATION INC.,
a Delaware corporation
By:-W%,
Officer'sN� Mcrk Vaa, bvk.e
Title: V L<
STATE OF FLORIDA
ss
COUNTY OF,Z'j]g�,q/j
The foregoing instrument was acknowledged before me this ci'�� of
ZP1Em13e)Q ,2000,by F.-EmWEas PRESiof& —
BECKER HOLDING CORPORATION, a Florida 061139fation, on behalf of said
corporation. He/SM is personally known to me or-has.pra v"4
identification.
My Commission Expires:
STATE OF ►icoAt6/1
ss
COUNTY OFPA'&M'R,;4N
X x �c�/h
Signature of Notary Public �-
rM
,•^" p% Linda M Moral
rkmycoMwMMS 0030162 EVRES
PrintedNfoj�a�iwwanx
[Sea P
The foregoing instrument was acknowledged before me this _ day of
tgy.4-0 %e,. , 2000, by MGrk ✓a.w 6 v Ge as of
Crown Communication Inc., a Delaware corpor'. tion, on behalf of said corporation.
He/She is personally known to me or has produced as
identification.
Signature of Notary Public
My Commission Expires:
MIDWAY SHE (FT. PIERCE)
Printed Name of Notary Public
[Seal]
"s 0nMlcaen ZAJLJO
►y w.,V
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ow1100
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as
OPTION AND LEASE
This Agreement is made this . nay of 1
1998, between BECKER HOLDING COR?ORATION, whose address is
660 Beachland Blvd„ vem Beach,, 32963 Suite 201
and BELLSOOTH MOBILITY, INC., with offices at 501 Condesigress Anated venue,
Boca Raton, FL 33487, 'hereinafter designated T€;NANT.
RECITALS:
LESSOR is the owner of certain real property located at 16434
Okeechobee Road, Fort Pierce, Florida, St. Luc_..e County, State of
Florida, and TENANT desires to obtain an option to lease a portion
of said real property, containing approximately 22,500 square feet
(hereinafter referred to as the •Leased Parcel"., together with the
nonexclusive right to utilize a twenty foot (20') wide strip of
real property to provide access to the Leased. parcel (hereinafter
referred to as the "Access Parcel") (said Leasei:i Parcel and Access
Parcel being hereinafter collectively refeerred to as the
"Property"). The Leased Parcel is more specific;ally described and
substantially shown outlined in red'on Exhibit "A" attached hereto
and made a part hereof and the Access Parcel is more specifically
described and substantially shown outlined in green on Exhibit "A"
attached hereto and made a part hereof."
NOW, TBFMFORE, in consideration of a sum of
referred to as Paid by TENANT to theeinafter LESSoR which TENANT wil.ltjon pro provide Moneupon its
execution of this Agreement, the LESSOR hereby g:;auts to TENANT the
right and option to lease the Property for' the term and in
accordance with the covenants and conditions sat forth herein.
The Option may be exercised at any time within ninety (90)
days from final execution of this Agreement by -LESSOR.
If during said Option Period, or during the.:term of the lease,
if the Option is exercised, the LESSOR decides to subdivide, sell,
or change the status of the Property or :`:LESSOR'S property
contiguous thereto, LESSOR shall immediately; notify TENANT in
writing so that TENANT can take steps necessary to.protect TENANT's
interest in the Property. ;
L00'8 09Z# WHOD Kmo13o 6£66BUT99 ET!BT 00".WHH3
LESSOR covenants that LESSOR is seized of good and sufficient
title and interest to the Property and has ful. authority to enter
into and execute this Agreement. LESSOR further covenants that
there are no other liens, judgments,. or impediments Of title on the
Property except the kortgage and' Security Agreement dated
to Me�ieDel i fan T i f,n 7gi
("Metropolitan")" recorded in Cf(icaal Records Book
os9, Page 1193, public records of' St LucieC€+only, Florida
'Metlife Mortgage-J. the
This Option may be sold, assigned, or trans; erred at any time,
to TENANT'S principal, affiliates or sub sidiaraas of its principal
Or to any company with which TENMT is merged or consolidated
without LZSSOR'S consent Or approval. As to other parties, this
option may not be sold, assigned, or transferred without (a) the
written,. consent of the LESSOR, which consent may at be
unreasonably withheld or denied and (b) =or as Long as the Metlife
Mortgage remains a lien on the Property, the written consent fe
Metropolitan, which of
consent may not be unreasonably withheld or
dented.
Should TENANT fail to exercise this Opti:an within the time
herein limited, all rights and privileges granted hereunder shall
be deemed completely surrendered, LESSOR -shall tail Option terminated, and
SOR shall retain all money paid for i Option, and no
addi=ional money shall be payable by either patty to the other.
The LESSOR shall permit ingress and egress to the _ENANT dl:riag the Option period free
Property to conduct such surveys,
structural strength analysis, subsur=ace boring tests and other
actisolevcostsa f imi ar nature, as TENANT may deer. necessary, at the
T..NAN_ In addition, TENANT shall have the tight to
file any applications for certificates,-be.:m;ts,. an� other
approvals which ors reasonably related to the d�^.;SOR'S utili t
Of the Leased Parcel as a communicati r i;• za._on
required by 1 ova Xac:.__ty that may be
any federar, state, or local au::=ities. .T'sS0R
agrees to cooperate with TENANT in _ts effor;:s to obtain such
approvals and sign such pavers as may be recix-red to file such
applications with the appropriate acthorities, TENANT hezebv
indemnifies LESSOR and agrees to hold LESSOR harmless from any cost
Por expense of the foregoing activities, any liex. attaching to the
erson OOr s a result thereof, and any liability, loss, or damage to
activities
or to the Proberty'resulting !ram any of such
v_ties including, but not by way of limitation, reasonable
attorneys' fees and costs incurred by LESSOR in connection
termination of this Option.
therewith or enforcing this indemni:ication which shall survive the
2
B00'a L79Z# XK03 NX013 4 MICT99 fT:BT 0009,GV933
Notice of the exercise of the Option shall. be given by TENANT
to the LESSOR and to Metropolitan as long as Metlife Mortgage is a
lien on the Property, in writing by certified nail, return receipt
requested. Notice shall be deemed effective'.. on the date it is
posted. On the date of such notice, the following Agreement shall
take effect:
LEASE AGREEMENT
1. LESSOR hereby leases to TENANT the Leased Parcel along
with the nonexclusive right to utilize the Accaus Parcel, seven (7)
days a week, twenty-four (24) hours a day,; on foot or motor
vehicle, including trucks, and for the installation and maintenance
of utility wires, cables; conduits and pipes over, under, or along
the Access Parcel, said Leased Parcel and Access Parcel being
substantially as described herein in Exhibit "E" and as shown
enclosed within red and green lines respectively on E::hibit "A"
attached hereto and made a part hereof. Saic Leased Parcel and
Access Parcel shall be hereinafter collectively referred to as the
"Property." The Access Parcel and use thereof for ingress, egress,
and utility purposes shall be nonexclusive and shall be subordinate
to LESSOR'S use thereof for ingress, egress, e)Td utility purposes
and shall be subordinate to LESSOR'S use tli.:reof for ingress,
egress, and other uses incident to the agricultural use of LESSOR'S
Other property serviced by said Access Parcel. LESSOR, but not the
TENANT, shall at LESSOR'S option, have the richt to fence and/or
gate the Access Parcel as long as TENANT is prcaaided a key and the
fencing does not obstruct TENANTS reasonable ingress and egress to
and from the Leased Parcel. LESSOR shall have the right to
relocate the Access parcel at LESSOR'S expanse as long as the
relocated easement area provides ingress and egress to and from the
Leased Parcel and utilities of a nature and --apacity are those
existing before any such relocation.
2. TENANT has surveyed the Property, and the legal
description set forth on said survey is attached as Exhibit "H,"
which shall be attached hereto and made a part hereof, and shall
control in the event of discrepancies between d_t: and Exhibit "A."
LESSOR grants TENANT the right to take nceasurements, make
calculations, and to note other structures, :t;etbacks, uses, or
other information as deemed by TENANT to be relvrant and pertinent,
as such information relates to LESSOR'S real §Property, leased or
otherwise abutting or surrounding the Property. Cost for such
survey work shall be borne by the TENANT.
600'd 09Zk MOO M40C DC666TZT99 61:8T 0002.6V 993
for
initial term
live
years,, beginninggonethetdatelthesOpti nnis exercise byfTENANT(at
an annual, rental of plus
applicable taxes, to be paid in equal monthly installments on the
first day of the month, in advance to BECRER BO;,DING CORPORATION or
to such other person, firm, or -place as the LESSOR. may, from time
to time, designate in writing at least thirty (30) days in advance
Of any rental payment date. :
4. The TENANT shall have the option to e`:tend this lease for
four (4) additional five (5) year terms (each"additional five (5)
year term being herein referred to as an "Exl:ansion Term"), and
such extensions shall automatically occur unless the TENANT shall
give the LESSOR written notice of its -intent to not extend this
lease at least six (6) months prior to the end of the current lease
term, in which ease this lease terminate, at the end of the
then current Extension Term,
OTO'd 09ZN RMOO R40T1O tmeTZT9E 6T:81 0002.6VEU
•6. If at the end of the fourth five (5) year Extension Term
this Agreement has not been terminated by either party by giving
written notice to the other party of an intention to terminate this
lease at. least six (6) months prior to the end of such Extension
Term, this Agreement shall continue in forl:e upon the same
covenants, terms, and conditions for a further term of one (1)
year, and for annual terms thereafter until terminated by either
party by giving to the other written notice of its intention to so
terminate at least six (6) months prior to the and of such term.
Monthly rental for this period shall be equal to the rent paid for
the last month of the fourth five (5) year Extension Term.
7. TENANT shall use the Leased Parcel i`or the purpose of
constructing, maintaining, and operating a communications facility
and uses incidental thereto, consisting of (a) a building or
buildings as necessary now or in the future to shelter
telecommunications equipment and related office space, (b) a free
standing monopole or three sided antenna structure with a`total
height which in no event shall exceed two hundred fifty (250) feet
without the express written consent of LESSOR, which consent may be
arbitrarily withheld, and (c) all necessary connecting
appurtenances. TENANT may modify its antenna.3tructura (but not
the total height of the structure) or building;s(s) but only with
the written consent and approval of LESSOR, which consent shall not
be unreasonably withheld or denied. A security fence consisting of
chain link construction or similar but comparabae construction may
at the option of TENANT be placed around the perimeter of the
Leased Parcel (not the -Access Parcel). All improvements shall be
at.TBNANT'S expense. LESSOR grants TENANT the right to use not
more than twenty feet (20.1) of the LESSOR'S land adjoining and
adjacent to the Leased Parcel and the Accuse Parcel as is
reasonable required during construction, installe.tion, maintenance,
and operation of the Communications Facility. I TENANT desires to
use any additional land beyond the twenty feet (201) provided
herein, TENANT may do so, but only with the prior written consent
of LESSOR, which consent shall not be unreasonably withheld or
denied. TENANT shall maintain the Leased Pai--el in a good and.
functional condition clear of all debris, trash, weeds, and
unsightly items (not screened from LESSOR'S adjoining property).
TENANT shall not engage in any act on the Property which
constitutes a nuisance nor shall TENANT permit others to do so.
TENANT shall cause the Property and TENANT'S usa thereof to be in
full compliance with all governmental approvals and requirements.
Notwithstanding any other termination'rights a^railable to TENANT
under this Agreement, TENANT, at its sole and ahsoluta discretion,
shall have the right to terminate this Agreement with ninety (90)
days prior written notice to LESSOR and a lenp suns payment to
LESSOR in an amount equal to six (6) months ren'ral at the rate in
effect at the time of termination. Notice of the TENANT'S exercise
Of its right to terminate shall be given to.=;SUR in writing by
certified mail, return receipt requested, and nhall be effective
upon receipt of such notice by the LESSOR as evidenced by the
4i
TTO''d 619Z# WK03 NMOSO PfWW799 1S%BT 000Z,W998
return receipt. All rentals paid to said termination date shall be
retained by the LESSOR. Upon such termination, this Agreement
shall become null and void and all the parties shall have no
further obligations, including the payment of money, to each ether,
except all indemnifications of LESSOR by MUM shall survive
subject to a limitations set forth in Section 8 of this
Agreement. In no event may TENANT permit any cither party to eo-
Fcae upon the Property without the written consent of LESSOR,
which consent may be withheld by LESSOR in its sole discretion.
Notwithstanding the above, the consent of LESSOR to another party
co -locating upon the Property will not be withheld or denied if
TENANT agrees to modify this Lease in writing to increase the rent
to be uaid by TENANT to LESSOR by an amount which shall be equal to
of the monthly rental income to be paid
by Lae co -locating party to TENANT pursuant to written co -location
agreement between TENANT and the third party co -locator, which
additional rent payments shall commence upon thi:i later of (a) the
thirty-seventh (37th) month from and after the Cr.•mmancement Date of
this Agreement or (b) when the third patrty co -locators'
installation of equipment commences, and continuing thereafter
until the earlier of (a) the termination of thi:i Agreement or (b)
the termination of the applicable co -location :agreement. It is
understood and agreed that TENANT'S ability to use the Property is
contingent upon its obtaining, after the Aaecution of this
Agreement, all certificates, permits, and other approvals that may
be required by any federal, state, or local authorities. LESSOR
agrees to reasonably cooperate with'TENANT in it: efforts to obtain
such approvals for TENANT'S use of the property and LESSOR agrees
to sign such documents as are customarily and reasonably required
to enable TENANT to file applications with appropriate governmental
authorities for the proper zoning of the Property as required for
the use intended by TENANT. TENANT shall perfhrm all other acts
and bear all other expenses associated with any required rezoning
procedure. LESSOR agrees not to register any written or verbal
opposition to any TENANT requested rezoning of %,he Property.
8. TENANT shall indemnify and hold LESSOR haxucless against
any claims of liability or loss from personal :_njury or property
damage resulting from or arising out of the use and occupancy of
the Property and/or any adjoining property by the. TENANT, its
servants or agents, excepting, however, such claims or damages as
may be due to or caused by the acts of the Lessor, or its servants
or agents. This paragraph shall survive any termination of this
agreement for it period of three (3) years from and after said
termination.
0
Zt0•d L69Zp MROO NMOU 4C668tZt9B Bi:81 000Z'6VG38
9. LESSOR agrees. that TENANT may self -insure against any
loss or damage which could be covered by a t:ommercial general
public liability insurance policy as long as TEAW has a net worth
Of at 'least' $100,000,000, but otherwise, TENANT shall provide
commercial general public liability policy in i.n amount not less
than $3,000,000 single limit coverage naming Lessor, Tenant and
Metropolitan (as long as the Metlife Mortgage is a lien on the
Property) an L shall furnish a certificate of. insurance by the
insurer's ag. int addressed to Lessor Metli7:e evidencing such
coverage and providing that such inensa may not be cancelled
without at I east ten (10) days advance written notice to the
addressee. T is.self insurance right does not a�(ply to any assign
Of TENANT. �D�h�t OnO fK.n.� o-a
10. TENANT shall be responsible for making any necessary
returns for and paying any and all property taxes, separately
levied or assessed against its improvements on she Property.
TENANT shall reimburse LESSOR as additional rent for any increase
in real estate taxes levied against the Property which are directly
attributable to the improvements constructed by TENANT and are not
separately levied or assessed against TENANT'S improvements by the
taxing authorities.
ll. TENANT upon termination of this Agreau'ant, shall, within
a reasonable period, not to exceed forty-five (4!�) days, remove its
personal property and fixtures and restore th` Property to its
original above grade condition, reasonable wear and tear excepted.
At LESSOR'S option when this Agreement is terminatad and upon
LESSOR'S advance written notice to TENANT, TENIXT will leave'the
foundation and security fence to become property of LESSOR. If
such time for removal causes TENANT to remain on the Property after
termination of this Agreement, TENANT shall pay° rent at the then
existing monthly rate or on the existing monthly pro rata basis if
based upon a longer payment term, until such timia as the removal of
personal property and fixtures are completed.
12. Except as to any transfer of title incident to any
foreclosure or deed in lieu of foreclosure of the Metlife Mortgage,
should the LESSOR, at any time during the term of this Agreement
decide to sell all or any part of its real property which includes
the Leased Parcel or the Access Parcel thereto tip a purchaser other
than TENANT, such sale shall be under and subject. to this 2,greement
and TENANT'S rights hereunder. LESSOR agrees nit to sell, lease,
or utilize any other areas of LESSOR'S larger parcel of which the
Property is a part for the placement of other communication
facilities if such installation would unreasona:�Iy interfere with
the facilities utilized by TENANT upon the Proparty.
13. LESSOR covenants that TENANT, on paying the rent and
Performing the covenants shall peaceably and quietly have, hold,
and enjoy the Property.
C1.0-d LC92# W40D NAM BC V9198 91:.8T 000Z.6Z19fld
14. LESSOR LESSOR is si:i
of goo
ants
sufficient title candn interestt to the Property zed
and hasd full
authority to enter into and execute this Agree;41t. LESSOR further
covenants that there are no other liens, judgment, or impediments
Of title on the Property except the Metl,,fe Mortgage.
15. it is agreed and understood that this Agreement contains
all ag
reements, prom_ses, and understandings between the LESSOR and
TENANT and that no verbal os oral agreements, promises, or
understandings shall be binding upon either the idESSOR or TENANT in
any dispute, controversy, or proceeding at law, and any addition,
variation, or modification to this, Agreement shall be void and
ineffective unless made in writing and signed by the pities.
16. This Lease Agreement and the performza;:e thereof shall ba
governed, interpreted, construed, and regulated by the laws of the
State of Florida. The parties agree that proper venue for any
action which may be brought hereunder shall :;a St LucieCounty,
Florida, and both parties hereby consent to the j>,risdiction of the
courts of Main County, Florida for the resolution' of any matter
pertaining to this Agreement.
17. This Agreement may he sold, assigned, or tr?Msferred at
any time to T_RIWT'S principal, affiliates, or siTbsidiaries of its
principal or to any company with which TE-WVT is merged or
consolidated without LESSOR'S consent or approi^al. 2s to other
.PartiaS, this Agreement may not be sold, assigned, or transfe —ed
without (a) the written consent of theL SSOR, which consent may
not be unreasonably withheld or denied, and (b) :or as.long as the
Metlife Mortgage remains a lien on the Property the written consent
of Metropolitan, which consent may not be unr
denied. eas;,nahly Withheld or
16.• All notices hereunder must be in wr'.tag and shall be
deemed validly given if sent by certified mail, receipt
requested, addressed as follows (or any other address that the
Party to he notified may have designated to the sender by like
notice):
LESSOR: Becker Bolding corporation
Suite 201
660 Beachland Boulevard
Vero Beach, FL 32953
TEST: BellSouth Mobility _inc.
5201 Congress Avenue
Boca Raton, FL 33487
Attn: Network Real Estate Kknager
ETO•d. 099p FIROO MUD 9f668TZ199 41:87 0002.6Z'933
METROPOLITAN:
Metropolitan Life Insurance
8717 W. 1loth Street., Suite
overland Park, Kansas 66210
Attention; Vice President
WITH COPY TO:
Company; a New York corporation
700
Metropolitan Life Insurance Company.
4427 Garwood Place
Richmond, Indiana 47374
Attention: Manager
19. This Agreement shall extend to and bind the heirs,
personal representatives, successors, and permitted assigns of the
parties hereto.
20. AT LESSOR'S option, this Agreement s:sall, be subordinate
to any mortgage by LESSOR which from time to time may encumber all
or part of the Property, provided, however, every such mortgage
shall recognize the validity of this .Agreemenc in the event of a
foreclosure of LESSOR'S interest and also TENANT's right to remain
in occupancy of and have access to the Property as long as TENANT
is not in default of this Agreement.' TENANT shall execute in a
timely manner whatever instruments as may reasotably be required to
evidence this subordination clause. In the event the Property is
encumbered by a mortgage, the LESSOR, no later than thirty (30)
days after this lease is exercised, shall have obsained and
furnished TENANT a non -disturbance instrument in recordable form
for each such mortgage. The Metlife farm Subordination,
Attornment, and Nondisturbance Agreement (attached as Exhibit "C")
shall govern Metropolitan and any - successors to the Metlife
Mortgage, any person• or. entity acquiring title to the Property or
any party thereof by reason of foreclosure or deed in lieu of
foreclosure of the Metlife Mortgage and all :chose claiming by,
through, or under such person or entity.
21. If the whole of the Property or such portion thereof as
will make the Property unusable for the purposes herein leased, are
condemned by any legally constituted authority, for any public use
or purpose, then in either of said events the term hereby granted
shall cease from the time when possession thereof is taken by
public authorities, and rental shall be accounted for as between
LESSOR and TENANT as of that date. .Any lesser condemnation shall
in no way affect the respective rights and obligations of LESSOR
and TENANT hereunder. Nothing in this provision shall be construed
to limit or affect TENANT'S right to an award of compensation of
any eminent domain proceeding for the taking of TENANT'S leasehold
interest hereunder unless it diminishes the award to LESSOR, in
which case it shall be subordinate to LESSORS interests.
STO'd CP9Z# 14KOO NMO'dO 9E668IMS ST:81 000Z,6Z'9S3
22. LESSOR and TENANT agree that upon TENANT'S timely and
proper exercise of the Option granted hereund#r, this Option and
Lease Agreement may be forwarded for recordiRg or filing in the
appropriate office of the County of St Lucie anZ, LESSOR and TENANT
agree to take such actions as may be necessary to permit such
recording or filing.
23. TENANT, at TENANT'S option and expensp,, may obtain title
insurance on the Property. LESSOR shall cooperate with TENANT'S
efforts to obtain such title insurance policy by executing such
documentation as shall be reasonably determined, to be necessary to
clear title.to the Property. If title to the Property is found to
be defective, LESSCR 'agrees to utilize diligent efforts to cure
such defects in title, provided, however, Lb:5SOR shall not be
required to file suit to clear any title defects. Should the
LESSOR fail to provide any reasonably requested documentation
within thirty (30) days of TENANT'S request!or shall fail to
Provide the requested nondisturbance instrument required pursuant
to Section 20 of this Agreement, TENANT, at its s9le option, may
cancel and terminate this Agreement or., at TE'NANT"S option and at
TENANT'S expense, may proceed to cure any title defects.
24. If TENANT defaults in fulfilling any cf the covenants of
this Agreement and such default shall continue_or sixty (60) days
after TENANT'S receipt of written notice from LESSOR specifying the
nature of said default or, if the said default.so 'specified shall
be of such a nature that the same cannot be reasonably cured or
remedied within such sixty (60) day period, if TENANT shall not in
good faith commence the curing or remedving of such default within
such sixty (60) day period and shall not the=:eafter diligently
Proceed therewith to completion within one hundred twenty (120)
days, then in the event of any one or more of such events, LESSOR
shall be entitled to its remedies at law and ilL equity and shall
have the right to accelerate rent for the remainder Of the entire
term thereof, this Agreement shall terminate and come to an and as
fully and completely as if such were the day herein- definitely
fixed for the end and expiration of this Agreement and TENANT shall
then quit and surrender the Property to LESSOR 4:a provided herein.
25. In connection with any litigation a_►.ising out of this
Agreement, the prevailing party, whether LESSOR e;r TENANT, shall be
entitled to recover all reasonable costs incurred including
reasonable attorneys, fees for services rendered`.Ln connection with
any enforcement of breach of contract, including appellate
proceedings and post judgment proceedings.
10
910*Z 09ZA WK00 XK0110 VE660IET99 9i:01 O00?,6Z'933
f
26. In accordance with Florida Law, the 'ollowing statement
is hereby made:
RADON GAS: Radon is a naturally occurring
radioactive gas that, when it has accumulated in a,
building in sufficient quantities, may present health
risks to persons who are exposed to it over time. Levels
of radon that exceed federal and state guidelines have
been found in buildings in Florida. Additional
information regarding radon and radon tasting may be
obtained from your county public health ux.it.
27. LESSOR shall hold TENANT harmless i°rcm and indemnify,
TENANT against and from any damage, loss, expenses, or liability
resulting from the discovery by any person of LaZardous substance
generated, stored, disposed of, or transported to or over Property,
as long as such substance was not stored; disposed of, or
transported to or over the Property by TENANT, its agents,
contractors, employees, or invitees. The foregoing sentence is not
binding on Metropolitan and any successors to tb(.j Metlife Mortgage,
or to any person or entity acquiring title to the Property or any
Part .thereof by reason of foreclosure or deed in, lieu of
foreclosure of the Metlife Mortgage and all those claiming by,
through, or under such person or entity, except for actions or
inactions of the person or entity subsequently -'Acquiring title to
the Property. TENANT will be responsible for any and all damages,
losses, and expenses and will indemnify LESSOR arfainst and from any
discovery by any persons or such hazardous wastes, generated,
stored, or disposed of as a direct result of TEMM 'S equipment and
uses of the aforementioned Property.
28. This Agreement shall be executed in three (3)
counterparts, each•of which shall be deemed an original, and such
counterparts shall constitute but one and the same Agreement.
11
LIO'd 093# NK00 WdOtlo M69TZT99 91:81 OOOZ.6Z'fl9d
IN WITNESS WHEREOF, the parties hereto
and affixed their respective seals.
Signed., sealed, and Delivered
in the presence of: "LESSOR"
Witness loor
STATE OF FLORIDA
COUNTY OF ST. LUCIE
haile set their hands
BECKER HOLDING C0.3PORATION
Printed Name
IC
Title
660 Beachlftnd Blvd, Suite 201
Vero Beach, Florida 32963
Address
I HEREBY CERTIFY that on this dayr before me, an officer duly
authorized in the State aforesaid and in the County aforesaid to
take acknowledgments r persona ly appeared AN; H L .t • i�E rrt O�SE
who is known to be the
HOLDING CORPORATION. He is persona y known to1.ze Or has produ ed
a valid Florida Drivers License as identification and did take an
oath, and he executed the foregoing instrument a:ad acknowledged to
and before me that he executed the same.
WITNESS my hann and official seal in the County and State last
aforesaid this /yam_ day of DEcrnB ER :..998..
NOTARY STA10:
12
8T0'd L99ZN MO.,) M40HO M68T9199 9T:01 000Z•6Z'993
Signed, sealed, and Delivered
in the presence of: ^TENANT•
Witness "
,iP_ —.7 , _- .
P 'ated N e
< f.C1
i ness
Printed Name
STATE OF FLORIDA
COUNTY OF se>_rwem: 1na.,-,L n
'%ELI MOBIMP1y INC.
Printed 'Name
V /tGrPR�oea,�
Title
5201 Congkess Avenue
Boca Raton, Florida 33.587
Address
I HEREBY CERTIFY that on this day, before mte, an officer duly
authorized in the State aforesaid and in the County aforesaid to
take acknowledgments, personally appeared
who is known to be the ey!� �✓� � LLSp�$
MOBILITY INC. He is personal cnOw' to me or hens produced a valid
Florida'Drivers License as den ification and di take an oath, and
he executed the foregoing instrument and acknowledged to and before
me that he executed the same,'
WITNESS my ha iel and official seal in the Cotenty and State last
aforesaid this day of 1^ u i__ ,!:1998.
NOTARY LIC, SUTE OF FLORIa
AT LARGE.
PRINTED NAtfc QF 1i0T'•"'
NOTARY sTAMp;
Y �tiOB CCfa9aFr•
�nii �.WI/t6, 70p2
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