HomeMy WebLinkAboutExelis Inc (formerly ITT Corporation) - X26 Communication TowerASSIGNMENT OF AGRFEMENT
The "AgreemenY' as referenced herein is the ADS-B Site License Agreernent, dated March 5, 2008, made
by and between the City of Sebastian and ITf Corporation.
By signing below, ITT Corporation and Exelis Inc. do hereby attest that on October 31, 2011 a tax-free
spin-off was conducted by ITT Corporation, which created three independent publically-traded
corporations, and Exelis Inc., being one of the these corporations, retains the government contracting
business area related to the Agreement. Therefore, ITf Corporation and Exelis Inc. desire to assign the
Agreement from ITT Corporation to Exelis Inc.
The parties do hereby agree that the Agreement is assigned as of the date last signed below by ITT
Corporation to Exelis Inc., an Indiana corporation, with the consent of the City of Sebastian, and is
effective as of October 31, 2011. All obligations, rights and responsibilities as Licensee under the
Agreement shall be conveyed to and accepted by Exelis Inc. and the term "Licensee" as used in the
Rgreement shall mean Exetis Inc. upon the date of this assignment. All other terms and conditions of
the Agreement shall remain unchanged and are in full force and effect.
The Licensee contact persons, addresses, telephone numbers, FAX numbers, and email addresses, as
shown in the Agreement, remain unchanged except for the name change from ITT Corporation to Exelis
Inc.
ITT Corporation does hereby attest to the above and assign the Agreement, including conveyance of all
rights and responsibilities there�f.
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P. Hu F� , Sr C a ts Manager Date
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Exelis Inc. does hereby attest to the above and accept assignment of the Agreement, including
acceptance of all rights and responsibilities thereof.
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Tt'owbri�ge R9. Littleton, Director, Contracts Date
The Citv of Sebastian does hereby consent to the assignment of the Agreement, including all rights and
respQnsibjli�ies thereof, from ITT Corporation to Exelis Inc.
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Sally A. Pi� o, MP1C - City Clerk
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City Pianager
Title
Approved as to form and legality
for reliance by the City of Sebastian
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A� ° CERTIFICATE OF LIABILITY INSURANCE �0,30,20,2
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to �
the terms and conditions of the policy, ceRain policies may require an endorsement. A statement on this certificate does not confer rights to the ;�
certificate holder in lieu of such endorsement(s). c
CONTACT �
PRODUCER �
AOfI RISIC 52fV1C25 NOf'tF1Ed5t, If1C. PHONE FAX
New York NY Offi ce (q�C. No. �xt): (866) 283-7122 �aC. No.): (847) 953-5390 �
199 water Street nppRess: _
New vork NY 10038-3551 USA
INSURED
Exelis Inc.
Advanced Engineering & Sciences
474 Phoenix Drive
Rome NY 13441 USA
INSURER�S) AFFORDING COVERAGE NAIC #
iNSUReRa: aCE American Insurance Company 22667
INSURER B:
INSURER C:
INSURER D:
I INSURER E:
INSURER R
COVERAGES CERTIFICATE NUMBER: 570048017729 �u REVlSION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN I TO THE WSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested
LTR TVPE OF INSURANCE INSR NND POLICY NUMBER MMIDD MMIDD LIMRS
A GENERAL LWBILfTV XSLG A EACH OCCURRENCE S1, OOO � OOO
X COMMERCIAL GENERAL LIABILITY SIR appl i es per pol i cy ter S& COfldl l Of15 $1 000 000
PREMISES Ea occurrence
CLAIMS-MADE X❑ OCCUR MED EXP (Any one perso�) Excl uded
PERSONALBADVINJURY $Z,OOO,OOO N
GENERALACaGREGATE S1O,000,000 n
GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG S6 , OOO , OOO �
X POLICY PR� LOC SIR S1,OOO,OOO o
AUTOMOBILE LIABILfTY COMBINED SINGLE LIMIT �
Ea accident
ANY AUTO BODILY INJURY ( Per person) Z
ALL OWNED SCHEDULED BODILY INJURY (Per accident) d
AUTOS AUTOS
PROPERTY DAMAGE A
HIREDAUTOS NON-OWNED Peraccident w
AUTOS
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UMBRELLALWB OCCUR EACH OCCURRENCE V
EXCESS LWB CLAIMS-MADE AGGREGATE
DED RETENTION
A WORKERSCOMPENSATION,nND WLRC47124888 10/31/201210/31/Z013 X TORYLIMATS ER"
EMPLOYERS'LIA8ILITY y�N A�� Other Stdt25
ANY PROPRIETOR / PARTNER / EXECUTIVE E.L. EACH ACCIDENT Sl , OOO , OOO
A OFFICER/MEMBEREXCLUDED7 � N/A SCFC4712489A 10/31/2012 10/31/2013
(Mandatory in NFQ Wi SCOf15l fl E.L. DISEASE-EA EMPLOYEE S1, OOO , OOO
It yes, descnbe under
DESCRIPTION OF OPERATONS below E.L aISEASE-POLICY LIMIT $1, 000 , 000 _
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DESCRIPTION OF OPERA710NS / LOCATIONS / VEHICLES (Attach ACORD 101, Addkional Remarks Schedule,'rf more space is required)
rtE: Site Address: Sebastian Municipal Airport, 202 Airport Drive East, Sebastian, FL 32958, Site/TOwer ID: sv168-10. �
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CERTIFICATE HOLDER CANCELLATION iz
SNOULD ANY OP THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE '
� EXPIRATION DATE THEREOF, NOTICE WILL BE DELNERED IN ACCORDANCE WITH THE
POLICY PROVISIONS.
Cl ty Of Sebasti an AUTHORIZED REPRESENTATIVE
1225 Mdi� 5treet - --
Sebastian FL 32958 Usa �f �f���Q ���p Q'
e�4'a�s i:�7,i� cJstittaar.D c//at�aersd� �/r�u
01988-2010 ACORD CORPORATION. All rights reserved.
ACORD 25 (2010/OS) The ACORD name and logo are registered marks of ACORD
Aug�zst 1, 20l 1
City of Seba�stian
� 225 Ma�n Street
Sebastia�, FL 32958
Sublect: ITT Exelis—Assignment of Lease Agreements:
Site Name: Sebastian Airport
Site ID: S V l 68-10
To Whom It May Concern:
ITT Corporation
Informafion Systems
I2930 Worldgate Drive
Herndon, VA 201 ZO
ITT Corporation ("ITT"} is currently leasing certain premises, including, but not limited to, real
estate, facilities and/or tower space, under the above-listed Agreement ("Agreemerit"). On
January l2, 201 l,- ITT announced its plan to separate the company's businesses into three
distinct, puhlicly-traded companies (the "Transaction"). The Transaction is expected to occur
before the end of the year. The three newly formed stand-alone companies will be:
l. Exelis Inc., doing business as "ITT Exelis" –(formerly ITT's Defense &
Information Solutions business).
2. Xylem Inc. –(formerly ITT's Fluids and Motion Control businesses).
3. "ITT Corporation" - will continue to be a diversified global manufacturer of
nighiy engineered industrial products and high-tech solutions.
We believe each of these future companies will be strategically well positioned for growth with
global capabilities, outstanding operating track records and world-class leadership.
ITT entered into the referenced Agreements in support of its ITT Defense & Information
Solutions business, and, accordingly, ITT intends to assign these agreements to Exelis Inc.
(doing business as "ITT Exelis"), which will assume and continue to meet all obligations under
the Agreements upon the effective date of the Transaction.
As part of our planning for the closing of the Transaction, we are identifying ITT agreements
with third parties that may require assignment to the new stand-alone companies, including ITT
Exelis, upon the effective date of the Transaction in order for each of the companies to continue
to perform under such agreements. We accordingly request your consent to the assignment by
ITT Corporation ("Assignor") to Exelis Inc. of its rig�ts amc� oblig�tions u�der the re�erenced
Agreements and the reiease af I�'T Corporation frorrl sw�1� ob�ligatrar�s (s�ch �ssngm,r�en� and
�elease, hereinafter referred to as the "Assignrme�t"}. �� is ex�ected� ���t �he Assbgmmer�t w��i
oce�r before the end of the yea�.
Please indicate, on behalf of your co�pany that is a par�y to tl�e zeferenced Agreements, yo�r
consent to the Assignment and your aga�eerr�e�t that such �ssngnpme�t wa��c� no� constitute a b+�sis
for termination, give rise to any other righ�s or otherwise a�fect t1�e terLns af �F�e Agaeexnents, by
signing this letter in the space indicatec� below. P�ease err�ail ��e sigmed consent to Angie Maore
at an�ela.moore("�a,itt.com not later than August 30, 2�?1 � and return yaw� apigi�aZ signe� conse�t
at yo�r earliest convenience.
In the event the referenced Agreement is guaranteed by TT1� Qr subsidiaries thereo�, your conse�t
hereto will also serve as your consent to the assig�mer�t of swch �ua�ar�tees ar�d �ny ol��igatiar�s
�n respect tnereof to Exelis Inc. and to the �e�ease af ITT or sw�h subsidiar�es �'�or� a�y
contin�ing obligations in respect of such guarantees.
Please contact me at 743-668-6270 or �re .�hn�hes("u?itt.com �� you have a�y ��estions
co�cerning this letter or the Transaction. Aiso, you can obt�iM rna�e in�o�ation about "ITT
Exe�is and the Transaction on our website: h�:/fwww.itt.com7trans#'�rmation/.
Very truly yoizrs,
ITT Corporation
� � ��
By: -�
Gregory P. ugh Contracts Manager
ITT Information Systems
UNDERSTOOD AND AGREED:
City of Sebastian
1225 Main Street
Sebastian, FL 32958
. i/ .
Name: �/ � /i�� /yJ i ,v,�r �,,y—
Title: � �! � � �j,�/� �y—
Date: �i //�///
d/
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LAND LEASE
Lease Number: TBD
Facility: ADS-B Radio Station Site
Locotion: Sebastian Municipal Airport
LEASE
Between
the
City of Sebastian
and
ITT Corporation
THIS LEASE, made and entered into this 5'h day of March in the year 2008, by and I
between the City of Sebastian, whose address is:
1225 Main Street
Sebastian, FL 32958
Hereinafter referred to as the Lessor and ITT Corporation, hereinafter referred to as ITT,
whose address is:
12975 Worldgate Drive
Herndon, Virginia 20170
WHEREAS, the parties understand and agree that this agreement is taken in supporf of
FAA Contract DTFAWA-07-C-00067, issued to ITT on August 30, 2007.
For valuable consideration, receipt of which is hereby acknowledged, the parties
hereto agree as follows:
1. PREMISES
The Lessor hereby leases to ITT the following described property located at:
INTIALS
See Attached Lease Exhibit, 2 paqes
Lessor ITT Page 1
(a) Together with a right-of-way for ingress to and egress from the premises; a
right-of-way for establishing and maintaining electric power and
telecommunication lines to the premises; and unless herein described
otherwise, to be by routes reasonably determined and agreed by the parties.
(b) And the right to make alterations to the premises to support the ITf radio site
equipment, after concurrence by the Lessor as to the site design details prior
to start of construction and prior to any alterations during the life of this lease.
2. PUBLIC UTILITIES
ITT is responsible for the provision of any and all required electrical power and/or
telecommunications services to the leased site for the term of this lease. The
Lessor is not responsible to provide any type of public utilities at or on the leased
site.
3. TAXES
ITT shall be responsible for the payment of any applicable taxes, fees or
governmental assessments against any equipment, personal property and/or
improvements owned, leased or operated by Licensee or directly associated
with Licensee's use of the Licensed Premises.
4. INSURANCE
ITT shall maintain in full force during the term of this Agreement and shall cause
ali contractors or subcontractors performing Work on any Licensed Site prior to
the commencement of any such Work on behalf of ITT to maintain the following
insurance:
1. Worker's Compensation Insurance with statutory limits in accordance with all
applicable state, federal and maritime laws, and Employers' Liability
Insurance with minimum limits of $500,000.00 per accident/occurrence, or in
accordance with all applicable state, federal and maritime laws.
2. Commercial General Liability Insurance (Bodily Injury and Tower Collateral
Damage) the limits of liability of which shall not be less than $1,000,000.00 per
INTIALS
occurrence.
Lessor ITT Page 2
5. TERM
To have and to hold said premises with their appurtenances for the term
beginning at the date of this lease agreement, subject to renewal rights, as may
be hereafter set forth.
6. CONSIDERATION
ITT shall pay the Lessor no monetary consideration in the form of rental, it being
mutual�y agreed that the rights extended to ITf herein are in consideration of the
obligations assumed by ITT in its establishment, operation and maintenance of
the ADS-B radio station facilities upon the premises hereby leased.
7. RENEWAL
This lease may be renewed from year to year at the option of ITT upon the terms
and conditions herein specified. ITT's option shall be deemed exercised and the
lease renewed each year for one (1) year unless ITT gives the Lessor thirty (30)
days written notice that it will not exercise its option, before this lease or any
renewal thereof expires; PROVIDED, that no renewal thereof shall extend the
period of occupancy of the premises beyond September 30, 2025.
8. RESTORATION
It is hereby agreed between the parties, that upon termination of its occupancy,
ITT shall restore the property which is the subject matter of this lease including
removal of structures, equipment, and fencing but excluding foundations and
subsurface ducting, cables, and grounding systems.
9. INTERFERENCE WITH RADIO SITE OPERATIONS
The Lessor agrees not to erect or allow to be erected any structure or obstruction
on the site or adjioining land within the airport boundaries that may interfere with
the proper operation of the facilities installed by ITT under the terms of this Lease
unless consent hereto shall first be secured from ITT in writing. ITT consent shall not
be unreasonably withheld and ITT shall support the Lessor in the evai�ation of
any potential interference issues. The Lessor shall act in a reasonable way for any
construction in proximity to the communication tower, with regard to new
construction and RF interference. The Lessor shall be allowed to pursue
construction activity giving proper clearance to lessee's tower communication
INTIALS
Lessor ITT Page 3
activities. ITT consent shail also be contingent upon FAA approval, when
interference results in limitations in radio station performance within the NAS.
10. HAZARDOUS SUBSTANCE
ITT agrees to remediate, at its sole cost, all hazardous substance contamination
on the leased premises that is found to have occurred as a direct result of the
installation, operation, and/or maintenance of ITT's facilities. .
The Lessor agrees to save and hold ITT harmless for any and all costs, liabilities
and/or claims by third parties that arise out of hazardous contamination found
on the leased premises not directly attributable to the installation, operation
and/or maintenance of ITT's facilities.
11. QUIET ENJOYMENT
The Lessor warrants that they have good and valid title to the premises, and
rights of ingress and egress, and warrants and covenants to defend ITT's use and
enjoyment of said premises against third party claims.
12. CONTACT DISPUTES
This Agreement shall be governed by the laws of the State of Florida, with the
exception of its choice of law provisions. If any provision of this Agreement is
found invalid or unenforceable under judicial decree or decision, the remaining
provisions of this Agreement shall remain in full force and effect.
13. SUCCESSORS
The terms and provisions of this lease and the conditions herein bind the Lessor
and the Lessor's heirs, executors, administrators, successors, and assigns.
The terms and provisions of this lease and the conditions herein bind ITf and ITT's
heirs, executors, administrators, successors, and assigns.
14. NOTICES
All notices /correspondence shall be in writing, and shall be addressed as follows
jor to such other address as either party may designate from time to time by
notice or correspondence to the other).
INTTALS
Lessor ITT Page 4
TO LESSOR:
To ITf:
City of Sebastian
1225 Main Street
Sebastian, FL 32958
ITT Corporation
12975 Worldgate Drive
Herndon, Virginia 20170
Attention: ADS-B Subcontracts Department, Mr. Jaye Seay
�
IN W�TNESS WHEREOF, the parties hereto have hereunto subscribed their names as the
date above written.
ATTEST:
r4
,
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gy: �`.
Sally A. M io, MMC, City Clerk
(SEAL)
Approved as to Form and Content for:
Relian y the City of Sebastian Only
f
Rich Stringer, ' ttorney
INTIA
THE CITY OF SEBASTIAN
Ol
, City Manager
Lessor ITT Page 5
ITT CORPORATION
(Signature)
INTIALS
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(official title)
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(date)
Lessor ITT Page 6
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LAND LEASE
Lease Number: TBD
Facility: ADS-B Radio Station Site
Location: Sebastian Municipal Airport
LEASE
Between
the
City of Sebastian
and
ITT Corporation
THIS LEASE, made and entered into this 5'`� day of Ivlarch in the year 2008, by and
between the City of Sebastian, whose address is:
1225 Main Street
Sebastian, FL 32958
Hereinafter referred to as the Lessor and ITT Corporation, hereinafter referred to as ITT,
whose address is:
12975 Worldgate Drive
Herndon, Virginia 20170
WHEREAS, the parties understand and agree that this agreement is taken in support of
FAA Contract DTFAWA-07-C-00067, issued to ITT on August 30, 2007.
For valuable consideration, receipt of which is hereby acknowledged, the parties
hereto agree as follows:
1. PREMISES
The Lessor hereby leases to ITT the following described property located at:
INTIALS
See Attached Lease Exhibit, 2 paqes
Lessor ITT Page 1
i
(a) Together with a right-of-way for ingress to and egress from the premises; a
right-of-way for establishing and maintaining electric power and
telecommunication lines to the premises; and unless herein described
otherwise, to be by routes reasonably determined and agreed by the parties.
(b) And the right to make alterations to the premises to s�pport the ITf radio site
equipment, after concurrence by the Lessor as to the site design details prior
to start of construction and prior to any alterations during the life of this lease.
2. PUBLIC UTILITIES
ITT is responsible for the provision of any and all required electrical power and/or
telecommunications services to the leased site for the term of this lease. The
Lessor is not responsible to provide any type of public utilities at or on the leased
site.
3. TAXES
ITT shall be responsible for the payment of any applicable taxes, fees or
governmental assessments against any equipment, personal property and/or
improvements owned, leased or operated by Licensee or directly associated
with Licensee's use of the Licensed Premises.
4. INSURANCE
ITT shall maintain in full force during the term of this Agreement and shall cause
all contractors or subcontractors performing Work on any Licensed Site prior to
the commencement of any such Work on behalf of ITT to maintain the following
insurance:
1. Worker's Compensation Insurance with statutory limits in accordance with all
applicable state, federal and maritime laws, and Employers' Liability
Insurance with minimum limits of $500,000.00 per accident/occurrence, or in
accordance with all applicable state, federal and maritime laws.
2. Commercial General Liability Insurance (Bodily Injury and Tower Collateral I
Damage) the limits of liability of which shall not be less than $1,000,000.00 per
INTIALS
occurrence.
Lessor ITT Page 2
�
5. TERM
To have and to hold said premises with their appurtenances for the term
beginning at the date of this lease agreement, subject to renewal rights, as may
be hereafter set forth.
6. CONSIDERATION
ITT shall pay the Lessor no monetary consideration in the form of rental, it being
mutually agreed that the rights extended to ITT herein are in consideration of the
obligations assumed by ITT in its establishment, operation and maintenance of
the ADS-B radio station facilities upon the premises hereby leased.
7. RENEWAL
This lease may be renewed from year to year at the option of ITT upon the terms
and conditions herein specified. ITT's option shall be deemed exercised and the
lease renewed each year for one (1) year unless ITT gives the Lessor thirty (30)
days written notice that it will not exercise its option, before this lease or any
renewal thereof expires; PROVIDED, that no renewal thereof shall extend the
period of occupancy of the premises beyond September 30, 2025.
8. RESTORATION
It is hereby agreed between the parties, that upon termination of its occupancy,
ITT shall restore the property which is the subject matter of this lease including
removal of structures, equipment, and fencing but excluding foundations and
subsurface ducting, cables, and grounding systems.
9. INTERFERENCE WITH RADIO SITE OPERATIONS
The Lessor agrees not to erect or allow to be erected any structure or obstruction
on the site or adjioining land within the airport boundaries that may interfere with
the proper operation of the facilities installed by ITT under the terms of this Lease
unless consent hereto shall first be secured from ITT in writing. ITT consent shall not
be unreasonably withheld and ITT shall support the Lessor in the evaluation of
any potential interference issues. The Lessor shall act in a reasonable way for any
construction in proximity to the communication tower, with regard to new
construction and RF interference. The Lessor shall be allowed to pursue
construction activity giving proper clearance to lessee's tower communication
INTIALS
Lessor ITT
Page 3
activities. ITT consent shall also be contingent upon FAA approval, when
interference results in limitations in radio station performance within the NAS.
10. HAZARDOUS SUBSTANCE
ITT agrees to remediate, at its sole cost, all hazardous substance contamination
on the leased premises that is found to have occurred as a direct result of the
installation, operation, and/or maintenance of ITT's facilities. .
The Lessor agrees to save and hold ITT harmless for any and all costs, liabilities
and/or claims by third parties that arise out of hazardous contamination found
on the leased premises not directiy attributable to the installation, operation
and/or maintenance of ITT's facilities.
11. QUIET ENJOYMENT
The Lessor warrants that they have good and valid title to the premises, and
rights of ingress and egress, and warrants and covenants to defend ITT's use and
enjoyment of said premises against third party claims.
12. CONTACT DISPUTES
This Agreement shall be governed by the laws of the State of Florida, with the
exception of its choice of law provisions. If any provision of this Agreement is
found invalid or unenforceable under judicial decree or decision, the remaining
provisions of this Agreement shall remain in full force and effect.
13. SUCCESSORS
The terms and provisions of this lease and the conditions herein bind the Lessor
and the Lessor's heirs, executors, administrators, successors, and assigns.
The terms and provisions of this lease and the conditions herein bind ITT and ITT's
heirs, executors, administrators, successors, and assigns.
14. NOTICES
Ail notices /correspondence shall be in writing, and shall be addressed as follows
(or to such other address as either party may designate from time to time by
notice or correspondence to the other).
INTIALS
Lessor ITT Page 4
TO LESSOR:
Cifiy of Sebas�ian
1225 Main Street
Sebastian, FL 32958
To ITT:
ITT Corporation
12975 Woridgate Drive
Herndon, Virginia 20170
Attention: ADS-B Subcontracts Department, Mr. Jaye Seay
�
IN WITNESS WHEREOF, the parties hereto have hereunto subscribed their names as the
date above written.
ATTEST:
✓ ` 1 ,,,s-�-�.......
By:
� � ��
Sally A. M io, MMC, City Clerk
(SEAL)
Approved as to Form and Content for:
Relian y the City of Sebastian Only
�
Rich Stringer, ' ttorney
INTIALS
THE CITY OF SEBASTIAN
�
�
ty Manager
Lessor ITT Page 5
ITT CORPORATION
(Signature)
INTIALS
/ �
_ /�' ��
(official title)
�?- l� �,�'
(date)
Lessor ITT Page 6
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