HomeMy WebLinkAbout2019 - Second Amendment to Option & Lease AgreementCC
CROWN
CASTLE
June 4, 2019
Dear Landlord:
Crown Castle International Corp.
122o Augusta Drive, Suite boo
Houston, TX 77057
Tel 713 570.3000
vnYmcrowncastlexom
Attached hereto please find fully executed copies of the Amendment for your
records.
If you have any questions, please feel free to contact the Landowner's Help Desk
at 866-482-8890 or LOHD@crowncastle.com. Please refer to the Business Unit
Number (BUN) provided on your Amendment when contacting the Landowner's
Help Desk.
Sincerely,
Ebony Gee
CCRE — Project Coordinator
Ebony.Gee@crowncastle.com
The Foundation for a Wireless World.
CrownCastle.com
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STATE OF FLORIDA
COUNTY OF INDIAN RIVER
SECOND AMENDMENT TO OPTION AND LEASE AGREEMENT
THIS SECOND AMENDMENT TO OPTION AND LEASE AGREEMENT
("Memorandum") made and entered into effective as of the last date of execution shown below,
by and between CITY OF SEBASTIAN, a Florida municipal corporation (having a mailing
address of 1225 Main Street, Sebastian, Florida 32958) ("LESSOR"), and NEW CINGULAR
WIRELESS PCS, LLC, a Delaware limited liability company, successor by merger to BellSouth
Mobility LLC, a Georgia limited liability company (having a mailing address of Yd Floor, 1025
Lenox Park Blvd NE, Atlanta, Georgia 30319) ("TENANT").
WITNESSETH:
WHEREAS, LESSOR and TENANT entered into that certain Option and Lease
Agreement dated June 15, 2000 (the "Original Agreement"), covering certain real property,
together with easements for ingress, egress and utilities thereto, as described in Exhibit "A"
attached hereto (the "Property"), a memorandum of which was recorded in Book 4828, Page 1133
in the Official Public Records of Indian River County, Florida (the "MOL");
WHEREAS, LESSOR and TENANT entered into that certain First Amendment to Option
and Lease Agreement dated November 16, 2000 (the "First Amendment" and together with the
Original Agreement, the "Agreement"); and
WHEREAS, the Agreement has an original term (including all extension terms) that will
terminate on December 31, 2025 (the "Original Term") and the parties desire to amend the
Agreement to extend the Original Term and as otherwise set forth herein.
NOW, THEREFORE, in consideration of the premises and the mutual covenants and
agreements contained herein, the sufficiency of which are hereby acknowledged, the parties hereby
agree as follows:
1. AMENDMENTS. The Agreement is hereby amended as follows:
(a) Renewal Terms. In addition to the options to extend set forth in Section 4 of the
Original Agreement, TENANT shall have the option to extend this Agreement for four (4)
additional five (5) year terms. Each such option to extend shall be deemed automatically exercised
by TENANT unless TENANT gives LESSOR written notice of its intention not to so extend the
term at least six (6) months days prior to the end of the then current term.
If all such options to extend are exercised, then the final expiration of the Agreement shall occur on
December 31, 2045.
(b) Holding Over. Section 6 of the Original Agreement is hereby amended by deleting
the term "fourth (4th)" wherever it appears therein and substituting the term "final" in lieu thereof.
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(c) Notice. The Agreement is hereby amended to reflect the following notice address
for TENANT:
AT&T Network Real Estate Administration
Re: Fixed Asset No. 10033581
3`d Floor
1025 Lenox Park Blvd NE
Atlanta, Georgia 30319
and to:
AT&T Legal Department -- Network
Attention: Network Counsel
Re: Fixed Asset No. 10033581
208 S. Akard Street
Dallas, Texas 75202-4206
with a copy to:
Crown Castle South LLC
General Counsel
Attention: Legal - Real Estate Department
2000 Corporate Drive
Canonsburg, Pennsylvania 15317
(d) Notice Prior to Sale. If LESSOR receives an offer from any person or entity to
purchase fee title, an easement, a lease, a license, or any other interest in the Property, any or all of
LESSOR's interest in the Agreement including the rent or revenue derived therefrom, LESSOR
shall provide written notice to TENANT no later than thirty days prior to LESSOR accepting said
offer..
(e) Ontion for Additional Ground Space. TENANT shall have the right and option
(the "Option"), exercisable at any time, and from time to time, following the execution of this
Amendment, to amend the Agreement for no additional consideration except as provided herein, to
include up to an additional 200 square feet in a location adjacent to the Property as is jointly
determined by TENANT and LESSOR in their reasonable discretion (the "Additional Lease
Area"). TENANT may conduct any reasonable due diligence activities on the Additional Lease
Area at any time after full execution of this Amendment. If TENANT elects to exercise the Option,
TENANT shall, commencing with the first full month following the full execution of the
Additional Lease Area Documents (as defined below), pay the same rent per square foot for the
Additional Lease Area as the rent paid per square foot by TENANT for the existing lease area at
the time of full execution of the Additional Lease Area Documents. The rent for the Additional
Lease Area shall increase in the same manner as the rent increases for the existing lease area.
TENANT may exercise the Option by providing written notice to LESSOR at any time; provided,
however, that following TENANT's delivery of notice to LESSOR, TENANT may at any time
prior to full execution of the Additional Lease Area Documents withdraw its election to exercise
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32980090 v2
the Option if TENANT discovers or obtains any information of any nature regarding the Additional
Lease Area which TENANT determines to be unfavorable in its sole discretion. Within thirty (30)
days after TENANT's exercise of the Option, LESSOR agrees to execute and deliver an
amendment to the Agreement, a memorandum of amendment (each of which may include a metes
and bounds description of the Additional Lease Area), and any other documents necessary to grant
and record TENANT's interest in the Additional Lease Area ("Additional Lease Area
Documents"). In addition, within thirty (30) days after TENANT's exercise of the Option,
LESSOR shall obtain and deliver any documentation necessary to remove, subordinate or satisfy
any mortgages, deeds of trust, liens or encumbrances affecting the Additional Lease Area to
TENANT's satisfaction.
2. SIGNING BONUS. As additional consideration for the execution of this
Amendment, TENANT shall pay to LESSOR the sum of Fifteen Thousand and No/100 Dollars
($15,000.00) within sixty (60) days following the final execution of this Amendment by TENANT.
LESSOR acknowledges that the Signing Bonus may be paid by Crown Castle South LLC
("Crown") on behalf of TENANT. By signing this Amendment, LESSOR agrees to accept the
Signing Bonus from Crown and LESSOR further agrees that the acceptance by LESSOR of the
Signing Bonus shall be a complete accord and satisfaction of said obligation. Upon payment of the
Signing Bonus, LESSOR waives and releases TENANT and Crown from any and all claims
LESSOR may have pursuant to the Agreement (or otherwise) related to or arising out of the
Signing Bonus. The rent and all other consideration will continue to be paid by TENANT pursuant
to the terms of the Agreement.
3. MISCELLANEOUS.
(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 fully set forth
herein. LESSOR and TENANT ratify, confirm and adopt the Agreement as of the date hereof for
purposes of compliance with Florida Statute Ch. 695.01 (as amended) and acknowledge that there
are no defaults under the Agreement or events or circumstances which, with the giving of notice or
passage of time or both, would ripen into events of default. Except as otherwise expressly
amended herein, all the terms and conditions of the Agreement shall remain and continue in full
force and effect. In case of any inconsistency between the Agreement or the MOL and this
Amendment, the terms and conditions of this Amendment shall govern and control.
(b) Binding 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 and 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 TENANT with a completed IRS Form
W-9, or its equivalent, upon execution of this Amendment and at such other times as may be
reasonably requested by TENANT. In the event the Property is transferred, the succeeding
LESSOR shall have a duty at the time of such transfer to provide TENANT with a Change of
Ownership Form as provided by TENANT and a 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
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provide the IRS Form W-9 within thirty (30) days after TENANT's request shall be considered a
default and TENANT may take any reasonable action necessary to comply with IRS regulations
including, but not limited to, withholding applicable taxes from rent payments.
(d) Survev. TENANT reserves the right, at its discretion and at its sole cost, to obtain a
survey (the "Survey") specifically describing the Property and any access and utility easements
associated therewith [include guy easements if present]. TENANT shall be permitted to attach the
Survey as an exhibit to this Amendment and any related memorandum for recording, which Survey
shall update and replace the existing description of the Property, at any time prior to or after closing
the complete execution of this Amendment.
(e) Representations and Warranties. LESSOR represents and warrants that:
(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) TENANT 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 TENANT under the Agreement.
(ii) LESSOR agrees to provide such further assurances as may be requested to
cant' out and evidence the full intent of the parties under the Agreement as amended hereby, and
ensure TENANT's continuous and uninterrupted use, possession and quiet enjoyment of the
Property under the Agreement as amended hereby.
(iv) LESSOR acknowledges that the Property, shall include any portion of
LESSOR's property on which communications facilities or other TENANT improvements exist on
the date of this Amendment.
(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.]
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IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment to
Option and Lease Agreement effective as of the last date of execution shown below.
WITNESS: LESSOR:
gnttakrm —1mhbeLL-
rrintName:
STATE OF Florida )
Indian RivexCOUNTY )
CITY OF SEBASTIAN, =
a Florida municipal corporation
By:
Name/ Pau ,Carlisle
Its: City Manaqer
The foregoing Second Amendment to Option and Lease Agreement was acknowledged
before me this —.3 day of May , 2019 by Paul Carlisle ,
Citv Manager of CITY OF SEBASTIAN, a Florida municipal corporation, on behalf of the
r; ty . He/Sb&is personally known to me or has produced as identification.
Given under my hand this 23 day of M11.1
Notary Public
Ra•••••••••••••.
-.044
:
11
4Pted Name
•
000msa •
AN
My Commission Expires: 2/28/23
��ii�' sYNISdi
My Commission Number: GG272343
5
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32980090 Q
, 20 1 9.
WITNESSES:
'�r'
Print Name:
Print Name: i✓
STATE OF
aLrk
COUNTY
TENANT:
NEW CINGULAR WIRELESS PCS, LLC,
a Delaware limited liability company
By: AT&T Mobility Corporation,
a Delaware orporation
Its: Manager
By: SEAL}
Name: Gram4Meaor
Its: AVP Sourcing Operations,
Strategic Lease Management
The foregoing instrument was acknowledged before me this )fd day ofh -E ,
20_LLI by GRAM MEADORS of AT&T Mobility Corporation, Manager of NEW CINGULAR
WIRELESS PCS, LLC, a Delaware limited liability company, on behalf of the corporation. He is
personally known to me or has pras identification.
oducell
Given under my hand this day of Jv A e , 20 /r,
Notary Public
c�rltY1
Printed Name
My Commission Expires:
My Commission Number:
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EXHIBIT "A"
A PARCEL OF LAND BEING A PORTION OF TRACT "B", REPLAT OF SCHOOL PARK SUBDMSION,
AS RECORDED IN PLAT BOOK 2, PAGE 29 PUBLIC RECORDS OF INDIAN RIVER COUNTY,
FLORIDA AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCE AT THE NORTHEAST CORNER OF SAID TRACT "B"; THENCE SOUTH 89°4228" WEST,
ALONG THE NORTH LINE OF SAID PARENT TRACT, A DISTANCE OF 36.62 FEET, THENCE SOUTH
0001732" EAST, A DISTANCE OF 10.00 FEET, TO THE POINT OF BEGINNING OF THE FOLLOWING
DESCRIBED LEASE STM:'. -
THENCE SOUTH 00025'19" EAST, A DISTANCE OF 50.00 FEST; THENCE SOUTH 89°42'28" WEST, A
DISTANCE OF 50.00 FEET, THENCE NORTH 00°25'19" WEST, A DISTANCE OF 50.00 FEET; THENCE
NORTH 89042'28" EAST, A DISTANCE OF 50.00 FEET, TO THE POINT OF BEGINNING.
CONTAINING 2,500 SQUARE FEET OR 0.05739 ACRES, MORE OR LESS.
Together with:
A 20 FOOT WIDE STRIP OF LAND FOR ACCESS EASEMENT PURPOSES, SAID STRIP BEING A
PORTION OF TRACT "B", REPLAT OF SCHOOL PARK SUBDMSION. AS RECORDED IN PLAT BOOK
2, PAGE 29 OF THE PUBLIC RECORDS OF INDIAN RIVER COUNTY, FLORIDA AND BEING MORE
PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCE AT THE NORTHEAST CORNER (POINT OF BEGINNING) OF THE ABOVE DESCRIBED
CROWN CASTLE INTERNATIONAL LEASE SITE; THENCE SOUTH 00°25'19" EAST, ALONG THE
EAST LINE OF SAID LEASE SITE, A DISTANCE OF 50.00 FEET; THENCE SOUTH 89°4278" WEST,
ALONG THB SOUTH LINE OF SAID LEASE SITE, A DISTANCE OF 50.00 FEET, TO THE SOUTHWEST
CORNER OF SAID LEASE SITE AND THE POINT OF BEGINNING OF THE FOLLOWING DESCRIBED
ACCESS EASEMENT.
THENCE NORTH 89042'28" EAST, TO A POINT ON THE EAST LINE OF SAID TRACT "B", A
DISTANCE OF 85.55 FEET, THENCE SOUTH 0003723" WEST, ALONG SAID EAST LINE OF SAID
TRACT "B", A DISTANCE OF 20.00 FEET; THENCE SOUTH 8904218" WEST, A DISTANCE OF 85.23
FEET; THENCE NORTH 00° 17'32" WEST, A DISTANCE OF 20.00 FEET, TO THE POINT OF
BEGINNING.
CONTAINING 2,500 SQUARE FEET, MORE OR LESS.
A-7
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