HomeMy WebLinkAboutMEMORANDUM OF ASSIGNMENT AND LEASE AGREEMENTw
Prepared by:
Phillips Lytle LLP
3400 IISBC Center
Buffalo, NY 14203-2887
Telephone: (716) 847-5408
Facsimile: (716)852-6I00
AFTER RECORDING RETURN TO:
Crown Castle
12725 Morris Road Extension Ste 400
Alpharetta, GA 30004
Attn: Mary Guy
Telephone: 678-3 6 6-127I
SCANNED
BY
St. Lucie County
Clerk please cross reference:
Deed Volume 1200, Page 809
Instrument No. 1694215
Filed February 1,1999
St. Lucie County, FL records
Deed Volume 2469, Page 455
Instrument No. 2785020
Filed January 24, 2006
St. Lucie County, FL records
MEMORANDUM OF ASSIGNMENT AND ASSUMPTION OF GROUND LEASE
AGREEMENT
This Memorandum of Assignment and Assumption of Option and Lease Agreement (this
"Memorandum") is made and entered into as of M a, I Ia I ZOIo ("Effective Date")
by and between New Cingular Wireless PCS, LLC, a Delhare limited liability company, as
successor to BellSouth Mobility Inc., a Georgia corporation ("Assignor") and Crown Castle
South LLC, a Delaware limited liability company ("Assignee").
Whereas, Florida Gas Transmission Company, a Delaware corporation, and Assignor's
predecessor in interest, BellSouth Mobility Inc„ a Georgia corporation, entered into a lease, as it
may have been amended, for property located in Fort Pierce, St. Lucie County, Florida,
("Lease"), all as more further described in the Lease, a Memorandum of Lease of which is
recorded in the Official Records of St.Lucie County, Florida Official Records Book 1200, Page
809, Instrument Number 1694215, as amended by Amendment No. 1 to Ground Lease
Agreement No. 98F — Ground - 1539, a Memorandum of which is recorded in the Official
Records of St. Lucie County, Florida Official Records Book 2469 Page 455, Instrument No.
2785020; and
Whereas, as of the Effective Date, Assignor and Assignee have entered into an
Assignment and Assumption of Option and Lease Agreement ("Assignment"); and
Whereas, the parties desire to memorialize the Assignment in the public record.
Now therefore, as of the Effective Date, the parties have agreed as follows:
1. The -Lease is assigned from Assignor to Assignee and Assignee assumes all rights
and obligations of the Assignor in and to the Lease.
Site No: Crown 813812/ FA# 10016805
Site Name: FL West Fort Pierce
JOSEPH E. SMITH. CLERK OF THE CIRCUIT COURT
SAINT LUCIE COUNTY
FILE 9 3492941 0711a4010 0102:18 PM
OR BOOK 3212 PAGE 875 - 877 Doe Type; AGR
RECORDING: $27.00
2. The Lease, as assigned, shall remain in full force and effect and is not modified in
any way by the Assignment.
3. If there is any conflict between the terms of the Assignment and this
Memorandum, the terms of the Assignment shall prevail.
IN WITNESS WHEREOF, the parties hereto have executed this Memorandum as of the
Effective Date.
Attest:
Assignor:
w . vt:., , New Cingular Wireless PCS, LLC,
Print Name: W 1N, it L lt.'1, a Delaware limited liability company
By: AT&T Mobility Corporation
Its: Manager
By:Z-C
Print Name: Nellie Jabbari
Senior Manager — Partnerships/MLAs
STATE OF
SS:
COUNTY OF
On this, t_ day of Mom- 20 to, before me, the subscriber, a Notary Public
in and for said State and County, personally appeared Nellie Jabbari, the Senior Manager —
Partnerships/MLAs of New Cingular Wireless PCS, LLC, a Delaware limited liability
company, and in due form of law acknowledged that she is authorized on behalf of said company
to execute all documents pertaining hereto and acknowledged to me that she executed the same
as her voluntary act and deed on behalf of said company.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my seal in said
State and County on the day and year last above written.
Notary Public
My Commission Expires: S !
Site No: Crown 813812/FAN 10016805
Site Name: FL West Fort Pierce
Attest:
Assignee:
i�
?-� Crown Castle Sojith LLC,
Print Name: 6�2es rl`i�e iir -£- a Delawkimit d liability company
By:
Pri a e: _ � N, ACKA5171S Craig Kn
Vice President - ontract Management
STATE OF PC Y1 n 5 I V u n l u )
SS:
COUNTY OF \l.SA.Sq )
On this 0 day of (A 0C t t 20!0, before me, the subscriber, a Notary Public
in and for said State and County, personally appeared Craig Knabe, the Vice President of
Contract Management of Crown Castle South LLC, a Delaware limited liability company, and
in due form of law acknowledged that he/she is authorized on behalf of said company to execute
all documents pertaining hereto and acknowledged to me that he/she executed the same as
his/her voluntary act and deed on behalf of said company.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my seal in said
State and County on the day and year last above written.
No ublic
My Commission Expires: J� 11 � 1 L
eo"Nwo M OF PENNSYIVANIA
Notarial Seal
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Site No: Crown813812/ FAN 1W16805
Site Name: FL West Fort Pierce
ASSIGNMENT AND ASSUMPTION OF GROUND LEASE AGREEMENT
FOR VALUE RECEIVED THIS ASSIGNMENT AND ASSUMPTION OF
OPTION AND LEASE AGREEMENT ("Assignment") is entered into and is effective
as of nary �J,17-0to ("Effective Date"), wherein New Cingular
Wireless PCS� a Delaware limited liability company, as successor to BellSouth
Mobility Inc., a Georgia corporation ("Assignor"), hereby assigns, grants, conveys,
transfers and sets over to Crown Castle South LLC, a Delaware limited liability
company, its successors, affiliates and assigns ("Assignee"), all of Assignor's right, title
and interest in, to and under that certain Ground Lease Agreement, dated October 8,
1998, as amended, by and between BellSouth Mobility Inc., a Georgia corporation, as
lessee, and Florida Gas Transmission Company, a Delaware corporation, as lessor (the
"Lease"), the terms of which are incorporated herein by reference.
TO HAVE AND TO HOLD the Leaseunto the Assignee subject to the
covenants, terms and conditions of the Lease.
Assignee hereby accepts and assumes all rights, obligations and liabilities of
Assignor arising out of the Lease, whether now known or subsequently discovered,
Assignee agrees to perform such obligations and exercise such rights as may be required
of it under the Lease as if it had been an original party of the same.
Assignor represents to Assignee that (1) there are no claims, security interests or
liens against the Lease; (2) Assignor has full right and authority to assign the Lease;
(3) there are no unsatisfied judgments, tax liens or undischarged bankruptcy proceedings
either of record or outstanding against Assignor; and, (4) there are no filed mechanics'
liens for work performed within the premises or materials supplied on account of such
work.
Effective as of the Effective Date, all of Assignor's right, title and interest in the
Lease terminate. Assignor's obligation to pay the Site Maintenance Fee, as that term is
defined in the Sublease, dated June 1, 1999, between BellSouth Mobility Inc., Crown
Castle International Corp. and Crown Castle South Inc., effectively terminates on
March 31, 2010.
Effective the first day of the month following sixty (60) days after the Effective
Date, Assignee shall commence payment of rent and all other consideration required to
be paid under the Lease. Until such time, Assignor shall continue to pay such rent and
other consideration.
Nothing contained in this Assignment shall be deemed to supercede, enlarge on or
modify any of the obligations, covenants, terms or warranties contained in the Lease.
(signatures to follow on next page)
Site No: Crown 813812/ FAN 10016805
Site Name: FL West Fort Pierce
By. Pbals] �S Date�—?aeU1j),tbclWO48
BUN: � wip Lew&uo 41st/77
IN WITNESS WHEREOF, Assignor and Assignee have executed, sealed and
delivered this Assignment and Assumption of Option and Lease Agreement as of the
Effective Date.
Attest:
Assignor:
< < New Cingular Wireless PCS, LLC,
Print Name: 2i w c aDelaware limited liability company
By: AT&T Mobility Corporation -
Its: Manager
v` A By.'--� 4 k _ o
Print Name: 4n ox--QC k51 Nellie Jabbari
Senior Manager — Partnerships/MLAs
STATE OF Georeku c )
SS:
COUNTY OF�r )
On this 19 day of M_, 2010 , before me, the subscriber, a
Notary Public in and for said State and County, personally appeared Nellie Jabbari, the
Senior Manager — Partnerships/MLAs of New Cingular Wireless PCS, LLC, a
Delaware limited liability company, and in due form of law acknowledged that she is
authorized on behalf of said company to execute all. documents, pertaining hereto and
acknowledged to me that she executed the same as her voluntary act and deed on behalf
of said company.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my seal
in said State and County on the day and year last above written.
/L w
Notary Pu_bli
My Commission Expires: /
Site No: Crown S 13812/ FA# 10016805
Site Name: FL West Fort Pierce.
Page,2 of 3
1
Attest:
Assignee:
6"—Crown Castle South LLC,
Print Name iL�S�i /f2Le—F� a Delaw a li/' ed liability company
By:
tnt me: ��n MA_ . 1c»� Craig Kna e
Vice Presiden-ContraeLManaeemeni
STATE OF �CYi Y1$lJ� VGt l�l I )
SS:
COUNTY OF WkSh I
On this � day of An f i I , 2010 , before me, the subscriber, a
Notary Public in and for said State and County, personally appeared Craig Knabe, the
Vice President, Contract Management of Crown Castle South LLC, a Delaware limited
liability company, and in due form of law acknowledged that he/she is authorized on
behalf of said company to execute all documents pertaining hereto and acknowledged to
me that he/she executed the same as his/her voluntary act and deed on behalf of said
company.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my seal
in said State and County on the day and year last above written.
My Commission Expires: 3 ' (: I L
COM LTHCEPENNSYLVANIA
Notarial Seal
KlmbeMA. Thomas, Notary Public
Cecil Two- Washington County
My Commission Espirea March 1a, 2012
Member, PennsyNznm A awn of NOtanea
Doc 6 01.2339410.1
Site No: Crown 813812/ FAIL 10016805 Page 3 of 3
Site Name: FL West Fort Pierce