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HomeMy WebLinkAbout2006-364 jo ,c y -- � Lessee' s Site ID : South Reverse Osmosis, No. 69023 TRI-PARTY SUBLEASE AGREEMENT This Tri -Party Sublease Agreement ("Agreement") is made and entered into this 24th day of Octoher , 2006 by and among INDIAN RIVER COUNTY, a political subdivision of the State of Florida, with a mailing address located at 1840 251h 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 180 Washington Valley Road, Bedminster, New Jersey 07921 , hereinafter designated " Lessee" , and NEW CINGULAR WIRELESS PCS , LLC, a Delaware limited liability company d/b/a Cingular Wireless, with its mailing address located at 6100 Atlantic Boulevard, Norcross, Georgia 30071 , hereinafter referred to as " Sublessee" . RECITALS WHEREAS , Owner is the owner of certain real property situated at 1550 9`I' Street SW, City of Vero Beach, Indian River County, Florida 32962 (hereinafter the "Property") . WHEREAS , Owner and Lessee entered into that certain Land Lease Agreement dated July 19, 2005 (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 acknowledges and agrees that any sublease rent due under that certain Supplement dated June 9, 2006 , 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 ( 151) day of each month during the term of the Sublease to pay Owner for its fifty percent (50%) share of said rent. 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 11 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 County Administration Building 1840 25 `h 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: New Cingular Wireless PCS , LLC d/b/a Cingular Wireless Cell Site : # 10036830, Florida Ridge 6100 Atlantic Boulevard Norcross, Georgia 30071 Attention : Real Estate Network Administrator with a copy to : Cingular Wireless LLC Attention : Legal Department Cell Site : # 10036830, Florida Ridge 5565 Glenrigde Connector Atlanta, Georgia 30342 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 tERSONAL COMMUNICA IONS LP d/b/a Verizo reless By: N ` e : San E . 1099 By: Name : Hans F. Leutenegger B �� Title : Area Sout VAirea resident, Network, Y•� Name : Catharine Lawson Date : OWNER: INDIAN RIVER CO NTY By Name : Arthur euber er Title : Chairman N Date approved by BCC : October' A-,,�20.0f °, • '. Attest:� J.K. BA Clerk of Co(t'�f 7 By: Title : Deputy Clerk proved : Qxr4 me : I Joseph A . Baird tle : County Administrator Approved as to form and legal sufficiency: ame : Mar ; a „ F. FPI I Title : Assistant County Attorney SUBLESSEE : WITNESSES : NEW CINGULAR WIRELESS PCS, LLC, a Delaware limited liability company, d/b/a Cingular Wireless By: Name : Th., By: Name : 'THcy jc v (� Title: CXec- J ) Lrec�or By: Date : 1 T Name : llc v � cA 4 3620097_x3 EXHIBIT 1 Prime Lease See Attached LESSEE Site I .D. South Reverse Osmosis Water Pinnt, No. 69023 LAND LEASE AGREEMENT This Agreement , made this 19th day of Jul y 20-25. between Indian River County, a political subdivision of the State of Florida, with its mailing address located at 1940 25" Street, Vero Beach FL 32960, hereinafter designated LESSOR, and VERIZON WIRELESS PERSONAL COMMUNICATIONS LP d!b!a Verizon Wireless , with its principal office located at 180 Washington Valley Road, Bedminster, New Jersey 07921 , hereinafter designated LESSEE. The LESSOR and LESSEE are at times collectively referred to hereinafter as the " Parties" or individually as the "Party I . PREMISES . LESSOR hereby leases to LESSEE a portion of that certain parcel of properti (the entirety of LESSOR 's property is referred to hereinafter as the Property), located at 1550 9' Street SW, Vero Beach, Florida 32969, and being described as a 70' by 70' parcel containing 4900 square feet, as described in Deed Book 604 at Page 2159, as recorded in the Recorder' s Officc of Indian River County, State of Florida, together with the non-exclusive tight for ingress and egress, seven (7 ) days a week twenty-four (24) hours a day, (controlled by the seven (7) days a week twenty-four (24) hours a day manned water plant ) on foot or motor vehicle, including trucks, and for the installation and maintenance of utility wires, poles, cables, conduits, and pipes over, under, or along a twenty foot (20) foot wide right-of-way extending from the nearest public right-of-way, 9'" Street SW (Oslo Road), to the demised premises. The demised premises and right of way for ingress and egress and right of way for utilities (hereinafter collectively referred to as the "Premises") are as described herein in Exhibit A attached hereto and made a pan hereof, and as shown on that certain survey attached hereto and incorporated herein as Exhibit B . In the event any public utility is unable to use the aforementioned fight-of-way, the LESSOR hereby agrees to grant an additional right-of-way either to the LESSEE or to the public utility at no cost to the LESSEE. 2. SURVEY . LESSOR has granted to LESSEE the right to survey the Property and the Premises , and said survey is attached hereto and made a part hereof as Exhibit B , and shall control in the event of boundary and access discrepancies between it and Exhibit A. Cost for such work shall be bome by the LESSEE. 3 . TERM. 3 . 1 .7his Agreement shall be effective as of the date of execution by both parties, provided, however, the initial term shall be for five (5) years and shall commence on the Commencement Date (as hereinafter defined) at which time rental payments will be due at an annual rental o subject to increase as set forth in this Agreement, including any applicable sales tax, ("rent"). Rent shall be paid annually in one lump sum payment on the Commencement Date (as hereinafter defined), and on each successive anniversary of the Commencement Date during the term of this Agreement, in advance, to LESSOR or to such other person , firm or place as the LESSOR may, from time to time, designate in writing at least thirty (30) days in advance of any rental payment date. In the event rent is not received within ten ( 10) days of the due dale, LESSEE shall pay a late charge in the amount of Two Hundred and 00/ 100 Dollars ($200.00). The Commencement Date is defined as the first (0) day of the month following the date this Agreement is executed by the parties or the first ( P ) day of the month following the date LESSEE is granted a building permit by the governmental agency charged with issuing such permits, whichever event occurs last; provided, however, in no event shall the Commencement Dale occur later than the first ( 1 ") day of the month following the date that is three (3) months after the date this Agreement is executed by the Parties. 3 .2. LESSEE shall furnish and install a separate electrical meter at the Premises for the measurement of electrical power used by LESSEE' s installation. LESSEE shall pay the local utility provider directly for its power consumption at the Premises. 4. EXTENSIONS . This Agreement shall automatically be extended for four (4) additional five (5) year terms unless the LESSEE terminates it at the end of the then current term by giving the LESSOR written notice of the intent to terminate at least six (6) months prior to the end of the then current term. 5 . ANNUAL RENT INCREASE. Commencing on the first annual anniversary of the Commencement Date and on each annual anniversary thereafter during the term of this Agreement (including all extension terms), annual rent shall increase by an amount equal t04111110W percent so of the annual rent due for the immediately preceding lease year. 6. INTENTIONALLY OMITTED. 7 . USE; GOVERNMENTAL APPROVALS. LESSEE shall use the Premises for the purpose of constructing, maintaining and operating a stealth flagpole, up to one hundred fifty ( 150) feet high, wireless communications facilities and uses incidental and all necessary appurtenances. The stealth flagpole tower shall look and function as a flagpole with all antennae located under an outer skin of fiberglass, plastic or similar material which will be conducive to LESSEFs use of the stealth flagpole as permitted in this Agreement. Entrance to the exterior skin of the stealth flagpole will be below ground rather than by elevated waveguide bridges. The flag will be of such size and quality to gain the reasonable approval of the Indian River County (the "County"). The flag and stealth flagpole will be illuminated at night at the expense of LESSEE and will be fitted with hardware so the flag thereon can be flown at half mast andlor lowered when necessary. A security fence consisting of chain link construction or similar but comparable construction may be placed around the perimeter of the Premises at the discretion of LESSEE (not including the access casement). All improvements shall be at LESSEE'S expense and the installation of all improvements shall be at the discretion and option of the LESSEE. LESSEE's initial installations shall be subject to LESSOR's prior written approval , which approval shall not be unreasonably withheld, delayed or conditioned. Thereafter, LESSEE shall have the right to replace, repair, add or otherwise modify its initial installations or any portion thereof without LESSOR's approval, whether the equipment is specified or not on any exhibit attached hereto, during the term of this Agreement, provided LESSEE does not install any equipment outside the boundaries of the Premises. In the event LESSOR's prior written approval is required, LESSOR agrees not to unreasonably withhold, delay or condition its consent. LESSEE will maintain the Premises in a good condition reasonable wear and tear excepted. LESSOR will maintain the Property, excluding the Premises, in good condition, reasonable wear and tear excepted. It is understood and agreed that LESSEE'S ability to use the Premises is contingent upon its obtaining after the execution date of this Agreement all of the certificates, permits and other approvals (collectively the "Governmental Approvals") that may be required by any Federal, State or Local authorities as well as satisfactory soil boring tests which will permit LESSEE use of the Premises as set forth above. LESSOR shall cooperate with LESSEE in its effort to obtain such approvals and shall take no action which would adversely affect the status of the Property with respect to the proposed use by LESSEE. LESSEE, upon LESSOR' s reasonable request from time to time, will provide LESSOR with current copies of its Governmental Approvals relating to its use of the Premises. In the event that any of such applications for such Governmental Approvals should be finally rejected or any Governmental Approval issued to LESSEE is canceled, expires, lapses, or is otherwise withdrawn or terminated by governmental authority or soil boring tests are found to be unsatisfactory so that LESSEE in its sole discretion will be unable to use the Premises for its intended purposes or the LESSEE determines that the Premises is no longer technically compatible for its intended use, LESSEE shall have the right to terminate this Agreement. Notice of the LESSEE'S exercise of its right to terminate shall be given to LESSOR in writing by certified mail, return receipt requested, and shall be effective upon the mailing of such notice by the LESSEE. All rentals paid to said termination date shall be retained by the LESSOR. Upon such termination, this Agreement shall become null and void and all the Parties shall have no further obligations including the payment of money, to each ether. g. INDEMNIFICATION. In consideration of the sum of Fifteen and 00/ 100 Dollars (515 .00)7 the receipt and sufficiency of which is acknowledged by LESSEE, LESSEE shall indemnify, defend, and hold harmless LESSOR and its agents and employees from and against all liabilities, claims, damages, losses, and expenses, including attorney's fees, arising out of or resulting from LESSEE' S use of the Premises, provided that any such liability, claim , damage, loss, or expense: a) is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible propeny, including the loss of use resulting therefrom; b) is caused by any negligent act or intentional misconduct of LESSEE, its agents, employees and contractors; and c) is not caused by the negligence or willful misconduct of LESSOR . 9. INSURANCE,LESSOR and LESSEE hereby waive any and all rights of action for negligence against the other which may hereafter arise on account of damage to the Premises or to the Property, resulting from any fire, or other casualty of the kind covered by standard fire insurance policies with extended coverage, regardless of whether or not, or in what amounts, such insurance is now or hereafter carried by the Parties, or either of them. During the term of this Agreement. LESSOR shall procure, pay for, and maintain comprehensive general liability and property liability insurance with liability limits of not less than $2,000,000 combined single limit for injury to or death of one or more persons in any one occurrence and for damage or destruction to property in any one occurrence. Further, during the term of this Agreement, LESSEE shall procure, pay for, and maintain at least the following insurance coverages and limits, evidenced by delivery to LESSOR of certificates of insurance executed by the insurers listing coverages and limits , expiration dates and terms of policies , and listing all carriers issuing said politics: (a) Workers' Compensation in at least the limits as required by law; Employers' Liability Insurance of not less than $ 100,000.00 for each accident. (b) Commercial General Liability Insurance including, but not limited to, Independent Contractor, Contractual, Premises/Operations, Products/Completed Operation and Personal Injury covering the liability assumed under the indemnification provisions of this Agreement, with limits of liability for personal injury and/or bodily injury, including death, of not less than $2,000,000.00, each occurrence; and property damage of not less than $ 1 ,000,000.00, each occurrence. (Combined single limits of not less than $2,000,000.00, each occurrence, will be acceptable unless otherwise stated). Coverage shall be on an "occurrence" basis , and the policy shall include Broad Form Property Damage coverage and Fire Legal Liability of not less than $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 $2,000,000.00, each occurrence. Coverage shall 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). The 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 insurance provider shall endeavor to give LESSOR thirty (30) days prior notice of cancellation of coverage, by mail to: Indian River County, Purchasing Division, 2625 19th Avenue, Vero Beach, FL 32960-3335. (2) The insurance provider shall have no recourse against LESSOR for payment of premiums or assessments for any deductibles which all are at the sole responsibility and risk of LESSEE. (3) The term "LESSOR" shall include all Authorities, Boards, Bureaus, Commissions. Divisions, Departments, and Offices of Indian River County and individual members, employee_c thereof in their official capacities, and/or while acting on behalf of Indian River 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 as relates to LESSEE' s negligence. (5) LESSOR shall be named as an additional insured on LESSEE 9s certificate of insurance required to be provided to LESSOR with respect the general and automobile liability coverage . 10. ANNUAL TERMINATION. Notwithstanding anything to the contrary contained herein, and provided LESSEE is not in default hereunder and shall have paid all rents and sums due and payable to the LESSOR by LESSEE, LESSEE shall have the right to terminate this Agreement upon each annual anniversary of this Agreement provided that three (3) months prior notice is given the LESSOR. 11 . INTERFERENCE. LESSEE agrees to have installed radio equipment of the type and frequency which will not cause measurable interference to LESSOR' s equipment existing as of the Effective Date on the Property. If LESSEE' s equipment causes such installation, LESSOR may require LESSEE to power down the operation of the interfering equipment (except for intermittent testing in order to determine whether such interference has been ameliorated). LESSOR agrees that LESSOR and/or any other tenants of the Property who currently have or in the future take possession of the Property will be permitted to install only such radio equipment that is of the type and frequency which will not cause measurable interference with the existing equipment of the LESSEE. The Parties acknowledge that there will not be an adequate remedy at law for non-compliance with the provisions of this paragraph and therefore, LESSEE shall have the right to specifically enforce the provisions of this paragraph in a court of competent jurisdiction. 12. REMOVAL UPON TERMINATION. LESSEE, upon termination of the Agreement, shall, within ninety (90) days, remove its building(s), antenna structure(s) (except footings), fixtures and all personal property and otherwise restore the Premises to its original condition, reasonable wear and tear and casualty excepted. LESSOR agrees and acknowledges that all of the equipment. fixtures and personal property of the LESSEE shall remain the personal property of the LESSEE and the LESSEE shall have the right to remove the same, whether or not said items are considered fixtures and attachments to real property under applicable law. If such time for removal causes LESSEE to remain on the Premises after 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 of the building, antenna structure, fixtures and all personal property are completed. LESSOR expressly waives all rights of levy, distraint or execution with respect to LESSEE's property, including without limitation any statutory or common law security interest or landlords lien for rent. Notwithstanding anything herein to the contrary, upon mutual agreement of the Parties prior to the termination of this Agreement, LESSOR may require that LESSEE leave the flagpole and chain link fence (if any) located within the Premises, which items shall then become the property of LESSOR. 13. INTENTIONALLY OMITTED. 14. RIGHTS UPON SALE. Should the LESSOR, at any time during the term of this Agreement, decide to sell all or any part of the Property to a purchaser other than LESSEE, such sale shall be under and subject to this Agreement and LESSEE's rights hereunder, and any sale by the LESSOR of the portion of this Property underlying the right-of-way herein granted shall be under and subject to the right of the LESSEE in and to such right-of-way. 15. QUIET ENJOYMENT. LESSOR covenants that LESSEE, on paying the rent and performing the covenants shall peaceably and quietly have, hold and enjoy the Premises. 16 . TITLE. LESSOR covenants that LESSOR is seized of good and sufficient title and interest to the Property and has full authority to enter into and execute this Agreement_ LESSOR further covenants that there are no other liens, judgments or impediments of title on the Property or affecting LESSOR's title to the same and that there are 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 agreements, 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. In 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 terms or conditions of this Agreement or to exercise any of its rights under the Agreement shall not waive such rights and such Party 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 equity. L8. 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 party against the other party or otherwise arising 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 transferred by the LESSEE without any approval or consent of the LESSOR to the L.ESSFE's principal(s), affiliates, or any subsidiary of LESSEE, its principal(s) or affiliates; to any entity which acquires all or substantially ail of LESSEE's assets in the market defined by the Federal 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 practicable. As to other parties, this Agreement may not be sold, assigned or transferred without the prior written consent of The LESSOR, which such consent will not be unreasonably withheld, delayed or conditioned. LESSEE may sublet the Premises within its sole discretion, upon written notice to LESSOR . Any sublease that is entered into by LESSEE shall be subject to the provisions of this Agreement and shall be binding upon the successors , assigns, heirs and legal representatives of the respective panics hereto. 20. NOTICES . 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 sender by like notice): LESSOR: Indian River County County Administration Building 1840 25th 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 Notice shall be effective upon mailing or delivering the same to a commercial courier, as permitted above. 21 . SUCCESSORS. This Agreement shall extend to and bind the heirs, personal representatives, successors and assigns of the Parties hereto. 22. SUBORDINATION AND NON-DISTURBANCE. At LESSOR's option, this Agreement shall be subordinate to any mortgage or other security interest by LESSOR which from time to time may encumber all or part of the Property or right-of-way; provided, however, every such mortgage or other security interest shall recognize the validity of this Agreement in the event of a foreclosure of LESSOR's interest and also LESSEE's right to remain in occupancy of and have access to the Premises as long as LESSEE is not in default of this Agreement. LESSEE shall execute whatever instruments may reasonably be required to evidence this subordination clause. In the event the Property is encumbered by a mortgage or other security interest , the LESSOR immediately after this Agreement is executed, will obtain and furnish to LESSEE. a non-disturbance agreement for each such mortgage or other security interest in recordable form. In the event the LESSOR defaults in the payment and/or other performance of any mortgage or other security interest encumbering the Property, LESSEE, may, at its sole option and without obligation, cure or correct LESSOR's default and upon doing so, LESSEE shall be subrogated to any and all rights, titles, liens and equities of the holders of such mortgage or security interest and the LESSEE shall be entitled to deduct and setoff against all rents that may otherwise become due under this Agreement the sums paid by LESSEE to cure or correct such defaults. 23 . RECORDING . LESSOR agrees to execute a Memorandum of this (rase Agreement which LESSEE may record with the appropriate Recording Officer at the sole cost of LESSEE. 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 . DEFAULT. 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 non monetary default, provided the LESSEE shall have such extended period as may be required beyond the thirty (30) days if the nature of the cure is such that it reasonably requires more 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 time hereafter be in effect, that are 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 sole cost and expense, for all duties, responsibilities, and liability (for payment of penalties, sanctions, forfeitures, 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 without 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 thereon, unless such environmental conditions are caused by the LESSEE. 26. CASUALTY . In the event of damage by fire or other casualty to the Premises that cannot reasonably be expected to be repaired within forty-five (45) days following same or, if the Property is damaged by fire or other casualty so that such damage may reasonably be expected to disrupt LESSEE' s operations at the Premises for more than forty-five (45) days, then LESSEE may at any time following such fire or other casualty, provided LESSOR has not completed the restoration required to permit LESSEE to resume its operation at the Premises, terminate this Lease upon fifteen ( 15) days written notice to LESSOR. Any such notice of termination Shall cause this Lease to expire with the same force and effect as though the date set forth in such notice were the date originally set as the expiration date of this Lease and the parties shall make an appropriate adjustment, as of such termination date, with respect to payments due to the other under this Lease. Notwithstanding the foregoing, all rental shall abate during the period of such fire or other casualty. 27 . CONDEMNATION. In the event of any condemnation of the Property, LESSEE may terminate this Mase upon fifteen ( 15) days written notice to LESSOR if such condemnation may reasonably be expected to disrupt LESSEE's operations at the Premises for more than forty- five (45) days. LESSEE may on its own behalf make a claim in any condemnation proceeding involving the Premises for losses related to the antennas, equipment, its relocation costs and its damages and losses (but not for the loss of its leasehold interest). Any such notice of termination shall cause this Lease to expire with the same force and effect as though the date set forth in such notice were the date originally set as the expiration date of this Lease and the parties shall make an appropriate adjustment as of such termination date with respect to payments due to the other under this Lease. 29. SUBMISSION OF LEASE. The submission of this Lease for examination does not constitute an offer to lease the Premises and this Lease becomes effective only upon the full execution of this Lease by the Parties. Each of the Panics hereto warrants to the other that the person or persons executing this Lease on behalf of such Party has the full right, power and authority to enter into and execute this Lease on such Party' s behalf and that no consent from any other person or entity is necessary as a condition precedent to the legal effect of this Lease. 29. APPLICABLE LAWS. LESSEE shall use the Premises as may be required or as permitted by applicable laws, rules and regulations. LESSOR agrees to keep the Property in conformance with all applicable, laws, rules and regulations and agrees to reasonably cooperate with the LESSEE regarding any compliance required by the LESSEE in respect to its use of the Premises. 30. SURVIVAL. The provisions of the Agreement relating to indemnification from one Party to the other Party shall survive any termination or expiration of this Agreement. Additionally, any provisions of this Agreement which require performance subsequent to the termination or expiration of this Agreement shall also survive such termination or expiration. 31 . CAPTIONS. The captions contained in this Agreement are inserted for convenience only and are not intended to be part of the Agreement. They shall not affect or be utilized in the construction or interpretation of the Agreement. 32. REVENUE SHARING. LESSEE may sublease any portion of the Property at its sole discretion, upon prior written notice to LESSOR. Any sublease that is entered into by LESSEE shall be subject to the provisions of this Agreement and shall be binding upon the successors, assigns. heirs and legal representatives of the respective parties hereto. The term "Sublease , "Sublet", "Sublessee and any other similar term shall apply to any situation by which LESSEE allows a third party use of the Property for co-location, whether it be by formal sublease, license or other agreement. All rights and responsibilities of LESSEE set forth in this Agreement shall be enjoyed by and binding on any Sublessee. In the event LESSEE subleases any portion of the Property, in accordance with this Agreement, any rental paid by any Sublessee(s) shall be divided between the LESSOR and the LESSEE in the following manner. 50% to LESSOR and 50% to LESSEE. Any Sublessee shall be instructed to pay the foregoing percentage amounts directly to the LESSOR and the LESSEE. For all Subleases of any nature whatsoever, LESSEE will provide LESSOR with a tri-party agreement to be executed by the LESSEE, it' s Sublessee, and LESSOR to confirm direct payment obligation from the Sublessee to the LESSOR and to indicate LESSOR has been notified of the sublease; and LESSEE shall have no liability of any nature to LESSOR in the event of failure of payment by Sublessee. It is understood and agreed by the Parties that the foregoing rental percentage amounts shall only apply if LESSEE is able to accommodate all of Sublessees facilities within LESSEE's Property. If LESSEE is unable to accommodate any or part of Sublessec' s facilities within the Property, then LESSOR may enter into an agreement with the Sublessce for a portion of the property that Sublessee requires to locale its facilities. In this event, LESSEE shall receive 100% of the rental for that portion of the facilities that arc located within the limits of the Property and LESSOR shall receive 100% of the «neat, negotiated by LESSOR and Sublessee, for the portion of Sublessee's facilities that are located on the property outside LESSEE's Property. Notwithstanding any other provision of this Agreement, the LESSEE shall not be required to obtain approval from the LESSOR for the Subletting of the Property or part thereof: however, LESSEE shall provide written notice thereof to LESSOR. LESSEE shall have the sole right to determine whether it will Sublet any portion of the Property or whether it will sublease to any specific Sublessee. 33. CAPITALCONCRIBUTION . Concurrent with the execution of this Agreement by LESSEE. LESSEE shall tender to LESSOR, as a capital contribution, a check in the amount o 34. TAXES. LESSEE shall pay as additional rent any documented increase in real estate taxes levied against the Property which are directly attributable to the improvements constructed by LESSEE within the Premises. LESSOR shall provide to LESSEE a copy of any notice, assessment or billing relating to real estate taxes for which LESSEE is responsible under this Agreement within ten ( 10) days of receipt of the same by LESSOR. LESSEE shall have no obligation to make payment of any real estate taxes until LESSEE has received the notice, assessment or billing relating to such payment as set forth in the preceding sentence. LESSEE shall have the right, at its sole option and at its sole cost and expense, to appeal , challenge or seek modification of any real estate tax assessment or billing for which LESSEE is wholly or partly responsible for payment under this Agreement. LESSOR shall reasonably cooperate with LESSEE in filing, prosecuting and perfecting any appeal or challenge to real estate taxes as set forth in the preceding sentence, including but not limited to, executing any consent to appeal or other similar document. LESSEE shall be responsible for the payment of personal property taxes on LESSEE's wireless communications equipment which may be located on the Property, and agrees to pay the same in a timely manner. IN WITNESS WHEREOF, the Parties hereto have set their hands and affixed their respective seals the day and year First above written . LESSOR : Indian River County Bye- 54 f, 94-P,-- Thomas S. Lowther, Chairman Date approved by BCC: 07- 19-2005 Attest: J.K. Harton, Clctk of Court 13 f 2 U t Deputy Berk Approved: �� Joseph A. 137M, County Administrator �s to form and lega� a an E. , A � s out torney LESSEE: Verizon Wireless Personal Communications LP d/b/a Verizon Wireless WITNE S /� e e BY: Narrrt�t��e: Name: Hans F. Leutenegger Area Vice President - Network South Area Name: � nuaw Vs �xN� err b DESCRIPTION OF LEWPT PkPQW dCwnw as naplom w ave Tle Norm S ecru of ore Coot dM ape of W VW 16,46 ops of Trod 16. Section 23, Twrehip 33 Saute Range 34 teal wcor&V u ue WA Control Plot of ionos of aeon Frw romv Cowman], fdod it the dLce of No Clark of the Circuit Court d SL Lucio Ceumy, F106611, in Plot Book 2, Page 25, Itaa rnwl and rood rights-of-way; acid lona. none tying and Otiny in melon I6uer County, rlore Togot/ror With Tne Vett t0 Seta of Tran 16, Ssl'ein 23, Tenueq 33 S& AN Rang@ 39 fast ocaeraing to ale loot gewd Piet d Inde d ktd n fiver rums fon,pony, fdsd In ale office of the DeVk of one Orodt Cant d SL Lucio County, Fk"o. in Pat Hook 2. Popo 25. Said lards now lyl g and bewe in Indian i&sel Ce.way. F$OrAo. DESCRIPTION OF LE65CUS PUHISCS A pareY at ued tying it but Wm to ovn as Tref IS, Seciien u Tonorip 33 South. 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TowrehV 33 SOL00% Mqe b [ml aat<r6n6 is tna last general Plot73. d unaa at alt kedm Rkr Fane Punta y. at recorded it Pts Beck 2. Pogo 25, d the Pubic Rocvm d sL Ludo cawAy, norko. sold lads no's - tiM and being n k6m inner cow*. Florida toot strq Cee btig in a Parlian of the Now" 5 acro of the Cast 6.46 ow d the Wad 16.46 acrd of emd Tract 1s, ave eidelho at sod 20 fact :w tlnp V" tom int on craft doe of ve tabowrq described ca.defUM Connencing at the SmAhmei eerier d acrd Section 23. P Neu or fee irm Mat apor SOW sectSbLdh ion 4m Nor 01 Said WiP 3� a 11dAames of 1 57.12 of IS t q d nce S2 /wt to the PCM a 10 d4im a f kut n dot: th c Smit; thence Sorrin a9' Sed 37 Ceao • M30 I d 1x35 Scot• ualce Sadh ST 39' 25' O o a SIfeee of 1 FOint uot: unmet Swu lir O5 lY Coal o a rvollo d 672 flat u o pun m • Nn ger* $rww atot" scuu, i r32iva d 726.41 ice cola Peed ^a'^4 a rode be o c6w9 the O N' 30' EIeL' aralee Seropti OA/ oro & "O 050.a donp of 62 of Oso Nrre. OW 0 o aonud vek d 2D H' al l a d"atenor _ of 26286 a,- b a paha en sod awe IeJ+q o redid in it 00s Sala 64 15'. 35' fast S loot deporting Point acrd awe. Sew+ 90f 14' fb Wist t 6wtorca d 74053 /M u e of N ea tae Norio +igld-d-'way He ds Of Rood, 023 POW point 36.00 IM Nona d one daerwawd Sauu Ino d Swel:os 23. oa:d pain dOa Uekeq oho PUafl OF 7W14NTI01 Of tM titin described cenurire. 4 meet of Ongwp;d lawam nm t w marihnd �Vimrntd. o ne00 Road rqn —my int d gab Roos at oho peri of temvaolien. ) aw < r 10 \I rA , CI � _ - - _ — _ _ — _ _�� _ - '� - - - -ri-•� - - 'yam- - - _ _ —' _ _ - - _ ' �evt l ..... .r .. . I . .6 I y T * AC ) I ] ttr Cl • I r11. CCgYt� , I • _ rt I � + rr r . II � J •� r / wi MNn _ gI J • r � �� p$CCp� v , GipG�A-•G�• a ti r PARENT' TRACTMT. 2r u+r, w w tid uw.ws L I •+oe Y U.w .. yy. 17 r v: wr• .. s.•. ne� nrwr 1 I r.'fi�✓5� � �avt m+ � 1 Detail I 9 , F , 9th ST. S. 6CDSLD RD, )