HomeMy WebLinkAbout2022 2nd Amendment to Lease AgreementLessee Site ID: Sebastian Police Tower / 118236
SECOND AMENDMENT TO GROUND AND TOWER LEASE AGREEMENT
THIS SECOND AMENDMENT TO GROUND AND TOWER LEASE AGREEMENT
("Ameadment'7 made and entered into effective as of the last date of execution shown below (the
"Amendment Effective Date'l, by and between CITY OF SEBASTIAN, a Florida municipal
corporation ("LESSOR"), and CELLCO PARTNERSHIP, a Delaware general partnership d/b/a
Verizon Wireless ("LESSEE'). LESSOR and LESSEE are at times collectively referred to hereinafter as
the "Parties".
WITNESSETH:
WHEREAS, LESSOR and LESSEE, as successor -in -interest to PrimeCo Personal
Communications, Limited Partnership, are party to that certain Ground and Tower Lease Agreement
dated July 24, 1997, as modified by that certain Addendum to Ground and Tower Lease Agreement dated
July 24, 1997, and as amended by that certain Amendment to Lease Agreement dated September 28, 1998
(collectively, the "Agreement"), pursuant to which LESSOR lasses to LESSEE certain premises located
at 1201 Main Street, Sebastian, Florida 32958 and as more particularly described in the Agreement; and
WHEREAS, the Agreement has an original term (including all extension terms) that will
terminate on July 23, 2022 (the "Original Term"), and the Patties 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:
1.1 Renewal Terms. Notwithstanding anything contained in the Agreement to the contrary
(a) LESSOR and LESSEE acknowledge that the Agreement is currently scheduled to
expire on July 23, 2022, and the Parties hereby agree to extend the tern of the
Agreement for a period beginning upon July 24, 2022 and ending upon July 23,
2027 (the "Extension Term").
(b) Provided LESSEE has abided by the terms and conditions of the Agreement and
— is not then in default thereof, at the end of the Extension Tema, LESSEE shall
have the option to extend this Agreement for four (4) additional, successive five
(5) year renewal terms; LESSEE shall exercise each such option by providing
LESSOR with written notice of its intent to extend the term of the Agreement at
least six (6) months prior to the end of the then current term. Should LESSEE
notify LESSOR in writing of LESSEE's intention not to renew at least six (6)
months prior to the expiration of the then -current term, than the Agreement
would terminate at the end of the then -current tern.
(c) LESSOR shall have the option, at its sole discretion, to reject LESSEE's exercise
of each option referenced in Paragraph LI(b) above and thus terminate the
Agreement, provided, however, that any such termination shall not become
effective until twelve (12) months after LESSOR provides LESSEE with written
notice of LESSOR's rejection of the option.
Lessee Site ID: Sebastian Police Tower / 118236
(d) During each renewal term, all terms and conditions of the Agreement shall
remain in full fome and effect.
(e) If all such options to extend are exercised, then the final expiration date of the
Agreement shall occur on July 23, 2047.
1.2 Notice.
The notice address for LESSOR is hereby amended to be:
City of Sebastian
ATTN: City Manager
1225 Main Street
Sebastian, FL. 32958
The notice address for LESSEE is hereby amended to be:
Cellco Partnership
d/b/a Verimn Wireless
180 Washington Valley Road
Bedminster, New Jersey 07921
Attention: Network Real Estate
2. SIGNING BONUS. As consideration for this Amendment, LESSEE shall pay LESSOR a one-
time, non-refundable, lump -sum signing bonus of Twenty Five Thousand and W100 Dollars
($25,000.00), which shall be paid within sixty (60) days from the Amendment Effective Date.
3. MISCELLANEOUS.
3.1 Full Force and Effect. All of the terms, provisions, covenants and agreements contained
in the Agreement and as amended am 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 LESSEE ratify, confirm and adopt
the Agreement as of the Amendment Effective Date 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, as amended
herein, shall remain and continue in full force and effect. In use of any inconsistency
between the Agreement and this Amendment, the terns and conditions of this
Amendment shall govem and control.
3.2 Bindine 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.
Lessee Site ID: Sebastian Police Tower/ 119236
3.3 IRS Form W-9. LESSOR agrees to provide LESSEE 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 LESSEE. In the event the Property 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 a completed IRS Form
W-9, or its equivalent, and other related paper work to affect a transfer in real to the new
LESSOR. LESSOR's failure to provide the IRS 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.
3.4 Survey. LESSEE 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. LESSEE 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.
3.5 Renresentations and Warranties. LESSOR represents and warrants that:
(a) 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.
(b) LESSEE is not currently in default under the Agreement, and to LESSOR's
knowledge, no event or condition has occurred or presently exist which would
constitute a default by LESSEE under the Agreement.
(c) LESSOR agrees to provide such further assurances as may be requested to carry
out and evidence the full intent 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.
(d) LESSOR acknowledges that the Property shall include any portion of LESSOR's
property on which communications facilities or other LESSEE improvements
exist on the date of this Amendment.
4. REMOVAL AND HOLDOVER. Notwithstanding anything contained in the Agreement to the
contrary, LESSEE shall, within ninety (90) days of the expiration of the term (as extended herein) or any
earlier termination of the Agreement (the `Removal Period"), shall tender the equipment inoperable and
shall remove its antennae, equipment, and all personal property and restore the Property to its original
condition, reasonable wear and tear excepted. If such time for removal causes LESSEE to remain on the
Property after the expiration or any earlier termination of this Agreement, LESSEE 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 time as the removal is completed. If LESSEE has not removed its antennae, equipment, and
personal property within the Removal Period, LESSOR agrees to send a written notice of such failure to
LESSEE, and in the event LESSEE fails to remove such antennae, equipment, and personal property
within ten (10) days after receipt of such notice, then LESSOR may remove such antennae, equipment,
and personal property from the Property and LESSEE will be liable for any costs of removal and
disposition of same, as well as the restoration of the Property to its original condition, reasonable wear
and tear excepted.
Lessee Site ID: Sebastian Police Tower / 1I8236
In addition, should LESSEE fail to remove its antennae, equipment, and personal property within
the Removal Period, LESSEE shall pay rent at a rate equal to one hundred twenty five percent (125%) of
the then existing monthly rate (or the existing monthly pro -rota basis if based upon a longer payment
term) beginning on the first (I") day immediately following the expiration of the Removal Period until
such time as the removal is completed. However if the equipment is not removed within six (6) months of
the expiration of the term (as extended heroin) or any earlier termination of the Agreement the anemia,
personal property and equipment will be determined abandoned and become the property of the City.
S. 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.]
Lessee Site ID: Sebastian Police Tower / 118236
IN WITNESS WHEREOF, the Parties have executed this Amendment effective as of the last date
of execution shown below.
WITNESS:
LESSOR:
CITYSEBASTIAN,
a Floridada municipal corporationt Name: Jeanette Williams
Pna[ Namu N Paul E_ Carlisle -_ - _ __
Its: City manager _
(SEAL) -
STATE OF Florida
Indian River COUNTY
The foregoing Second Amendment to Ground Lease Agreement was acknowledged before me
this 24th day of February_, 20_22_ by
Paul E. Carlisle of CITY OF SEBASTIAN, a Florida
municipal corporation, on behalf of the . He/Sbe is personally known to me RR
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Given under my hand this 24tbday of February , 2C22 .
Notary Public:
CATHERINEE.TESTA
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Cemminlaa9HM054161Ex"FeMM 1a,�025 ammElHUTroTriiYmvmre e0?]651019�
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My Commission Expires: 2/16/2025
My Commission Number: HE 054261
LESSEE:
CELLCO PARTNERSHIP d/b/a Verizon
Wireless
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Name:
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Date: ;S.115]JO3,?-
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