HomeMy WebLinkAbout2007-433 1E
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Lessee's Site ID: Indian River Sea Oaks. No. 69022
Sublessee's Site ID: A2P0130A Verizon Vero Flagpole
TRI-PARTY SUBLEASE AGREEMENT
This Tri-Party Sublease Agreement ("Agreement") is made and entered into this 18
day of December , 2007 by and among INDIAN RIVER COUNTY, a political
subdivision of the State of Florida, with a mailing address located a1801 27th Street, Vero Beach,
Florida 32960, hereinafter designated "Owner", and VERIZON WIRELESS PERSONAL
COMMUNICATIONS LP d/b/a Verizon Wireless, with its principal office located at One Verizon
Way, Mail Stop 4AW 100, Basking Ridge, New Jersey 07920, hereinafter designated "Lessee", and
T-MOBILE SOUTH LLC, a Delaware limited liability company, with its mailing address located
at 12920 SE 38`x' Street, Bellevue, Washington 98006, hereinafter referred to as "Sublessee" .
RECITALS
WHEREAS, Owner is the owner of certain real property situated at 8865 N . Hwy. A I A,
Vero Beach, Indian River County, Florida 32963 (hereinafter the "Property") .
WHEREAS , Owner and Lessee entered into that certain Land Lease Agreement dated
February 20, 2007 (hereinafter referred to as the "Prime Lease"), attached hereto as Exhibit 1 ,
whereby Lessee leased a portion of the Property legally described in the Prime Lease (herein the
"Premises") for the purpose of constructing and operating a communications tower and facilities.
WHEREAS , Sublessee desires to sublease from Lessee both ground space and tower
space to install, maintain and operate a communications facility.
WHEREAS, Section 32 of the Prime Lease requires any sublessee co-locating within the
Premises to execute this Agreement.
WHEREAS, this Agreement shall constitute Lessee's written notice to Owner of a
sublease of the Premises as required by Section 32 of the Prime Lease.
NOW, THEREFORE, for and in consideration of the covenants and conditions set forth
herein, and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows:
1 . The foregoing Recitals are true and correct and are incorporated herein by
reference.
2 . Pursuant to Section 32 of the Prime Lease, Sublessee acypowledges and agrees
that any sublease rent due under that certain Lease Supplement dated
2007, by and between Lessee and Sublessee, hereinafter referred to as the "Sublease", is to be
split equally between Owner and Lessee and that Sublessee is obligated on the first ( I ') day of
each month during the term of the Sublease to pay Owner for its fifty percent (50%) share of said
rent. Upon determination of the Commencement Date of the Sublease by Lessee and Sublessee,
Sublessee shall promptly thereafter provide written confirmation of said Commencement Date to
Owner. In the event Sublessee fails to timely make any payment to Owner due under this
Agreement, and such failure continues for more than fifteen ( 15) days after receipt of written
notice from Owner to Sublessee, then Sublessee agrees that Owner shall be entitled to exercise
against Sublessee all remedies available to a landlord under a lease in the State of Florida,
including the right to terminate the Sublease. The foregoing shall not in any way limit Lessee's
rights and remedies against Sublessee for Sublessee's failure to perform under the Sublease.
3 . Sublessee's rights under the Sublease and its use of the Premises are subject in all
respects to the terms and conditions of the Prime Lease, including without limitation, the
interference provisions set forth in Section i l of the Prime Lease; provided, however, Sublessee
shall not be obligated for monetary obligations payable by Lessee to Owner under the Prime
Lease except as contemplated in the Sublease and this Agreement.
4. All notices hereunder must be in writing and shall be deemed validly given if sent
by certified mail, return receipt requested or by commercial courier, provided the courier's regular
business is delivery service and provided further that it guarantees delivery to the addressee by the
end of the next business day following the courier's receipt from the sender, addressed as follows
(or any other address that the party to be notified may have designated to the other by notice
delivered in accordance with this paragraph):
Owner: Indian River County
Director of Utility Services
County Administration Building
1801 27th' Street
Vero Beach, Florida 32960
Lessee: Verizon Wireless Personal Communications LP
d/b/a Verizon Wireless
180 Washington Valley Road
Bedminster, New Jersey 07921
Attention : Network Real Estate
Sublessee: T-Mobile South LLC
12920 SE 38`h Street
Bellevue, WA 98006
Notice shall be effective upon mailing or delivering the same to a commercial
courier, as permitted above.
5 . In the event the Prime Lease expires or is otherwise terminated, Owner and Sublessee may
agree on a new lease agreement for Sublessee's use of space at the Property.
IN WITNESS HEREOF, the parties hereto have executed this Agreement as of the date
first written above.
LESSEE:
WITNESSES : VERIZON WIRELESS PERSONAL
COMMUNICATIONS LP
G� d/b/a Veriz W' Bless
By:_
Name: :4E2ver ia . col * By:
/- Name: Hans F. Leutenegger
Title: Area Vice President, Network,
By: x2CLQ J� LL� South Area
Name: 214pnla I. Darrenkam ^ Date:
OWNER:
INDIAN RIVER COUNTY
Name: t B4fqr'a. L . Bowden
Title:_. Chairrii4n
Date approved by RCC -
Atc$t: i 44 OAPT^ _, Clerk of Court
Title: Deputy Clerk
Approved :
aCA
Name: 'So 1
Title: County Administrator
Apvasto'� form and legal sufficiency:
ame:
Title6ssistant County Attorney
SUBLESSEE :
WITNESSES : T-MOBILE SOUTH LLC,
Y.
— `,a a Delaware Hmi lability company
Name: uz . t t= c<<oa By: �.
Name. Harlan Kic ' o f
' Title : Director , Engineering & Opera
By : Date: TAI
Name: d '
4 4791077 _ 3
EXHIBIT I
Prime Lease
See Attached
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(a) Waders' Compensation in at least the limits as requited by law,
Employers' Liabllity Insurance of not loss than $100,000.00 for each accident.
(b) Commercial General Liability Insurance including, but not limited to,
Independent Contractor, Contractual, PremindOperationa, ProducWCompleted Operation and
Personal Iujury covering the liability assumed under the indentaificadon provisions of this
Agreement, with limita of liability for personal injury and/or bodily injury, including-death, of
not leas than $2,000,000.00, each occurrence: and property damage of riot less than
$19000,000.00, each occwram (Combined single limits of not less than $20000010. each
occurronco, will be acceptable unless otherwise stated). Coverage shall be on an "occturutce"
basis, and the policy shall include Broad Pam Property Damage coverage and Fire Legal
Liability of not less then $50.000.00 per occurrence, unless otherwise stated by exception herein.
(c) Commercial Automobile and Truck liability covering owned, hired, and
non owned vehicles with combined single limits of not less than $2,000.000.1A each occurrence.
Coverage &hail be on an "occurrence" basis, such insurance to include coverage for loading and
unloading hazards.
(d) Builder's Risk Insurance LESSEE shall procure or cause the contractor to
maintain builder's risk insurance ("all risk") with limits equal to one hundred percent (100%) of
the completed value of the structure(s), building(s), or addition(s). no policy must contain an
endorsement (or the equivalent) to provide coverage during transit and installation.
Each insurance policy shall include the following conditions by endorsement (or the
equivalent) to the policy,
(1) The irawance provider shall endeavor to give LESSOR thirty (30) days
prior notice of cancellation of coverage, by mail to: Indian Riva County, Purchasing Division,
262519th Avenue, Vero Beach, FL 32960-3335.
(2) The insurance provider shall have no recom&e against LESSOR for
Payment of premiums or assessments for any deductibles which all aro at the sole responsibility
and risk of LESSEE.
(3) The tam "LESSOR" shall include all Authorities, Boards, Bureaus,
Commissions, Divisions, Departments, and Offices of Indian Riva County and individual
i members, employees thereof in their official capacities, and/or while acting on behalf of Indian
Riva County.
(4) The policy clause "Other Insurance" shall not apply to any insurance
coverage currently held by LESSOR to any such future coverage, or to LESSOR'S self insured
retention of whatever nature ss relates to L.ESSBB'a negligence.
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sale by the LESSOR of the portion of this Property underlying do right d.way herein granted
shall be under and subject to the right of the LESSEE in and to such right-of--way.
15. OUIEP ENJGYM=, LESSOR covenants that LESSEE, on paying the
rent and performing the covenants shad peaceably and quietly haven bold and enjoy the Promises.
16. + LESSOR covenants that LESSOR is seized of good and sufftciont
title and interest to the Property and has full authority to enter into and execute this Agreement.
LESSOR further covenants that them sm no other liana, judgments or imps wore of title on the
Property or effecting LBSSOR's title to the same and that them Ere no covenants, easements,
restrictions or agreements binding on LESSOR or the Property which prevent the use of the
Premises by the LESSEE as set forth above.
17. INTEGRATION. It is agreed and understood that this Agreement contains
all agreemonts, promises and understandings between the LESSOR and LESSEE and that no
verbal or oral agreements, promises or understandings shall be binding upon either the LESSOR
or LESSEE 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 Parties. 1n the event any provision of the Agreement is found to be invalid or
unenforceable, such finding shall not effect the validity and enforceability of the remaining
provisions of this Agreement. The failure of either Party to insist upon strict performance of any
of the tams or conditions of this Agreement or to exercise any of its rights under the Agreement
shall not waive such rights and such Patty shall have the right to enforce such rights at any time
and take such action as may be lawful and authorized under this Agreement, either in law or in
qty.
18. GOVERNING LAW, This Agreement and the performance thereof shall be
governed, interpreted, construed, and regulated by the laws of the State in which the Property is
located. Venue for any lawsuit brought by either patty against the other party or otherwise
wising out of this Agreement shall be in Indian River County, Florida, or in the event of federal
Jurisdiction, in the United States District Court for the Southern District of Florida.
19. ASSIGNMENT, This Agreement may be sold, assigned or transfetred by the
IESSEB without any approval or consent of the LESSOR to the LESSEES principal(s),
affiliates, or any subsidiary of LESSEE, its principal(s) or affiliates; to any entity which aogtdtes
all or substantially all of LESSEB's assets in the market defined by the Fede»J Communications
Commission in which the Property is located by reason of a merger, acquisition or other business
reorganization. or to any entity which acquires or receives an interest in the majority of
communication towers of the LESSEE in the market defined by the Federal Communications
Commission in which the Property is located. LESSEE agrees to provide written notice of such
sale, assignment, or transfer to LESSOR as soon as reasonably prtteflcAW As to other patties,
this Agmement may not be sold, assigned oitrodured wWxvA ilia prior written contact of the
LESSOR, which such entrant will not be utneasatably withheld, delayed or conditioned.
LESSEE may sublet die Psmdtes within its anis dliscmdone upon written modes to LESSOR.
Any sublease that is entered into by LESSEE shall be subject to the provisions of this Agreemord
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23. LESSOR agrees to execute a Memorandum of this Lease
Agreement which LESSEE may record with the appropriate Recording Officer at the sole cat of
LESSER. The date set forth in the Memorandum of Lease is for recording purposes only and
bears no reference to commencement of either term or rent payments.
24. L)IiRAULT. In the event there is a default by the LESSEE with respect to any
of the provisions of this Agreement or its obligations under it, including the payment of rent, the
LESSOR shall give LESSEE written notice of such default. After receipt of such written notice,
the LESSEE shall have fifteen (15) days in which to cure any monetary default and thirty (30)
days in which to cure any nommonetary default, provided the LESSEE shalt have such extended
period as may be required beyond the thirty (30) days if the nature of the cum is such that it
reasonably requires mom than thirty (30) days and the LESSEE commences the cure within the
thirty (30) day period and thereafter continuously and diligently pursues the cure to completion.
The LESSOR may not maintain any action or effect any remedies for default against the
LESSEE unless and until the LESSEE has failed to cure the same within the time periods
provided in this Paragraph.
25. ENVIRONMENTAL.
a. LESSOR will be responsible for all obligations of compliance with any and all
environmental and industrial hygiene laws, including any regulations, guidelines, standards, or
policies of any governmental authorities regulating or imposing standards of liability or
standards of conduct with regard to any environmental or industrial hygiene conditions or
concerns as may now or at any lima hereafter be in effect, that aro or were in any way related to
activity now conducted in, on, or in any way related to the Property, unless such conditions or
concerns are caused by the activities of the LESSEE.
b. LESSOR shall hold LESSEE harmless and indemnify the LESSEE from and
assume all duties, responsibility and liability at LESSOR's tole cat and expense, for all duties,
responsibilities, and liability (for payment of penalties, sanctions, forfeits=, losses, costs, or
damages) and for responding to any action, notice, claim, order. summons, citation, directive,
litigation, investigation or proceeding which is in any way related to: a) failure to comply with
any environmental or Industrial hygiene law, including with" limitation any regulations,
guidelines, standards, or policies of any governmental authorities regulating or imposing
standards of liability or standards of conduct with regard to any environmental or industrial
hygiene concerns or conditions as may now or at any time hereafter be in effect, unless such
compliance results from conditions caused by the LESSEE; and b) any environmental or
industrial hygiene conditions arising out of or in any way related to the condition of the Property
or activities conducted therm, union such environmental conditions aro caused by the
LESSEE
26. CASUALTY. In do event of dsmagtt by fire or other casualty to the Premises
that cannot reasonably be expected to be repaired within fany-five (45) days following same or,
if the Property is damaged by Are or other casualty to that such dertuge may mesonably be
expected to disrupt L ESSEE's operations at the Premises for more then forty-five (45) days, then
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IN WITNBSS WHSRBOP, the Partin hereto have set their hinds and affixed their
respective seals the day and year fiat above written.
IMSOR:
Man River County
By GGdlir�li✓
Gary wheebar, ChWrman
Date approved by BCC: 02/20/07
Attme Ilyr Barton* qqrk of Court
BY lAwst, ZO -
Pi#y Clerk
1pro
Johph A. Baird, County Administ alor
P
as to f iency:
E P94
arlan B. Pell, Assistant 6unty Atthmey
LESSEE
Verizon Wireless Personal Fornmunications LP
d/b/a Verizon es
WTINBSS
4&_ BY:
Name: sb �_ Name: Hans P. Leutenenar
Area Vice President - Network
South Area
Name:
r �s�sns•.s �
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Exhibit "A"
Mrctiption of Property end Pmmiees)
DESCRIPTION OF PROP &TY
a +teateaN Zol aeaewa rOUF * ItIK nm
rtaa atlf wdMnt Htteal IN{q I��OWe
'Wk Pwoon of ft"MWM Lot 2 10 34.0ort 23. T yy iI 9wqN.,,
Nag 39 Ent. we aw b " N Indten f1Mw OK%V%4 ftwldW. 1 9"
to die"!
kern wa 47' rS0•9(�w3V 22EaN 111-41afeet toOUD the w 399tdrplow ftnrmmm Lot 21 Wane �
:at M1 X1.03 "herr lnwtor rot Nath of "a 2"31 104'Z
the hek t" d1M w ear IN w U11% ltnd Na. Al,% haft a t1A Feet
A9 eqt Naas net Swtheeooety o" oW A4N of fer 113,
In to ors of a eaeooer ries b Na aaatara EaNtruledn I,wMr
iro Memo M 33M.OD t 11M fft� �toNtthe Soto ry,s� "W 9ererrertw� IN t
ll n me NaN lr 4r 33 tMt, fw 3t16t" het to w tread oo IlelerAp.
)ESCRIPTION OF BSSEB P I& M 15 eS
mparttptPaton of CwwmaM Let 2. to Seurat 2k loeml,b 31 Seethe>r fano Cert. 111n9 ew bet" N ImrWn WA Caunlr. ►talo, /eeM►M
:ommwtee ooMa ftu% M Wena. Of esN OwwrAWAQLet
WrtrttAtNWne!ne rust
%Uth K 49' 40* Gw many the Soum [me d Saw Y 40- Ciel
W ooatenoe of 9tA7 lash, "tanto Centime SwAh W
fed SwAh 4" Of NOW 0 W701laM tet Z. a 011146 a of 412.76 Nay 4333
vera Or w 17' Eata faleaw Of 3629 feet to to FM Or 3Lo9Dm
thence ekrN w 3O' 43 west a 6eteeaa of 23.00 fe�ar� Naw Mau
3 So Ir f 2�SAD IInk wIftr"a aOO folk w 0r ri.ft da** o wCat
100.00 feet to 9.e POW Or 3 WM\V.
'onto"" w woe of "000 e0uero tae,.
DESCRIPTION OF ACCESS k UTILITY EASEMENT
4 13.00 foot NN NA► of len" M awar.. tt tet 2, N seev t 23,
Nonoil 31 Sod11 ftX 39 rat "m prw ftmV, p A % its WdOAW
of W" "* 7.10 1 an aeoot " N Na tab..L a d.&, d <ardortetw
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la.Ot er N' 40' feet ot" the SwN on of Wood OMrnnant W L
e of A"" of It"" My Naas aw"m SetM W N' 4p• Eat etsn9
ew S"th M oo Wool 0eteroeaM tat 2. a a Imes w 412.70 Nay gaaZ
Nwth Or Or Ir "A a It of 342a toot theme NMA Or 3C 43
tend a adaea of 1710 Nat J POW QF Kann N vo brats drNad
caMORM Naw S" w o9Pir Nes a d*"" of 2670 faay "6033
SnN W 4 40• eat POWto ow 740 Int N.V.* of. 3433 tenon"
dolt ape M edd Sao In of OWw remit Lw 2, a O%wm of t34ta NWr
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Exhibit "W1
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Exhibit "C"
(Form of Tri-Party Agreement)
Lessee's Site ID:
TRI-PARTY SUBLEASE AGREEMENT
day of
This Tri-Party Sublease Agreement ("Agreement's is made and entered into this _
20_ an
subdivision of the State of Florida, with a mailing adtigressvj� to at 1840 25 s Street, Vero Beach,
AN RIVER COUNTY, a political
Florida 32960, hereinafter designated "Owner", and VERIZON
COMMUNICATIONS LP d/b/a Verizon Wireless, with its principalWIRELESS
o i eSlpcate�dS018
Washington Valley Road, Bedminster, New Jersey 07921 , hereinafter designated "Lessee",
and
located at a with its mailing address
"Sublessee ". , hereinafter referred to as
RECITALS
WHEREAS , Owner is the owner of certain real property situated at
(hereinafter the "Property").
WHEREAS, Owner and Lessee entered into that certain Land Lease Agreement dated
(hereinafter referred to as the "Prime Lease "), attached hereto as
Exhibit 1 , whereby Lessee leased a portion of the Property legally described in the Prime Lease
(herein the "Premises") for the purpose of constructing and operating a communications tower
and facilities.
WHEREAS, Sublessee desires to sublease from Lessee both ground space and tower
space to install, maintain and operate a communications facility.
WHEREAS, Section 32 of the Prime Lease requires any sublessee co-locating within the
Premises to execute this Agreement.
WHEREAS, this Agreement shall constitute Lessee's written notice to Owner of a
sublease of the Premises as required by Section 32 of the Prime Lease
NOW, THEREFORE, for and in consideration of the covenants and conditions set forth
herein, and other good and valuable consideration, the receipt and sufficiency of which
hereby acknowledged, the parties hereto hereby agree as follows: are
1 • The foregoing Recitals are true and correct and are incorporated herein by
reference.
2• Pursuant to Section 32 of the
prime Lease
> Sublessee acknowledges and agrees
that any sublease rent due
under that certain
the "Sublease", is to be split , by and between Lessee and Sublessee, hereinafter referred dtotas
on the first , P equally between Owner and Lessee and that Sublessee is Obligated
( ) day of each month during the term of the Sublease to a
Percent (50%) share of said rent. Upon of
of the Commencement
Sublease bpay Owner for its fifty
Y Lessee and Sublessee, Sublessee shall promptly pro Date ri the
confirmation of said Commencement Date to Owner. In the event Sublessee fails to timely make
P p y thereafter provide written
any payment to Owner due under this Agreement, and such failure continues for more than
fifteen ( 15) days after receipt of written notice from Owner to Sublessee, then Sublessee agrees
that Owner shall be entitled to exercise against Sublessee all remedies available to a landlord
shall not in any way limit Lessee's rights and remedies aunder a lease in the State of Florida, including the tight to terminate the Sublease. The
foregoing
gainst Sublessee for Sublessee's failure
to perform under the Sublease.
3 . Sublessee's rights under the Sublease and its use of the Premises are subject in all
respects to the terms and conditions of the Prime Lease, including without limitation, the
ishall nterferenbe ce provisions set forth in Sectiigate on
11 of the Prime Lease; provided, however, Sublessee
-d for Lease extcept aslcontmplat d in the ease and this obligations able Agr Agreement. to Owner under the Prime
4 . All notices hereunder must be in writing and shall be deemed validly given if sent
by certified mail, return receipt requested or by commercial courier, pelivery to the addressee by the
rovided the courier's regular
business is delivery service and provided further that it guarantees d
end of the next business day following the courier's receipt from the sender, addressed as follows
(or, any other address that the party to be notified may have designated to the other by notice
delivered in accordance with this paragraph):
Owner. Indian River County
Director of Utility Services
County Administration Building
1840 25d Street
Vero Beach, Florida 32960
Attention: Director of General Services
Lessee: Verizon Wireless Personal Communications LP
d/b/a Verizon Wireless
180 Washington Valley Road
Bedminster, New Jersey 07921
Attention: Network Real Estate
Sublessee:
Notice shall be effective upon mailing or delivering the same to a w
courier, as permitted above.
mmercial
5. In the event the Prime Lease expires or is otherwise terminated, Owner and Sublessee may
agree on a new lease agreement for Sublessee's use of space at the property.
IN
WITNESS
bove.
first written above.
HEREOF, the parties hereto have executed this Agreement as of the date
WITNESSES : LESSEE:
VERIZON WIRELESS PERSONAL
COMMUNICATIONS LP
Name: d/b/a Verizon Wireless
By:
Name: Hans F. Leutene
gger
By: Title: Area Vice President, Network,
Name: South Area
Date :
OWNER:
INDIAN RIVER COUNTY
By:
Name:
Title:
Date approved by BCC:
Attest: -----
BY;
Clerk of Court
Title : Deputy Clerk
Approved:
Name:
Title: County Administrator
Approved as to form and legal sufficiency:
Name:
Title: Assistant County Attorney
WITNESSES: SUBLESSEE:
By:
Name:
By:
7
Name:
By: Title:
Name: Date :