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Home My WebLink About2015-241A TRUE COPY CERTIFICATION ON LAST PAGE J.R. SMITH, CLERK LEASE EXTENSION AND SECOND AMENDMENT THIS LEASE EXTENSION AND SECOND AMENDMENT (hereinafter "Second Amendment") is made effective as of the latter signature below (hereinafter "Effective Date") by and between INDIAN RIVER COUNTY, a political subdivision of the State of Florida (hereinafter "Lessor") with an address of 1801 27th Street. Vero Beach, Florida 32960 and FLORIDA 2B MPL TOWER HOLDINGS LLC. a Delaware limited liability company (hereinafter "Lessee") by CCATT LLC, its Attorney in Fact ("CCATT"), having a place of business at 2000 Corporate Drive, Canonsburg, Pennsylvania 15317. WHEREAS, Lessee and Lessor are parties to that certain Lease Agreement dated August 14, 1990 (the "Original Lease"), as amended by that Lease Extension and First Amendment dated November 18, 2014 (hereinafter "First Amendment and, together with the Original Lease, hereinafter referred to as the "Agreement") granting to Lessee a leasehold interest in and to a portion (which portion is hereinafter referred to as "Premises ) of that real property located at 3925 65th Street, in the City of Vero Beach, County of Indian River, and State of Florida commonly referred to as the Winter Beach Tower, which property underlying the Premises is legally described in Book 896, Page 995 in the Official Records of the Indian River Register of Deeds (hereinafter "Property"), together with those certain access, utility, and/or maintenance easements and/or rights of way granted in the Agreement; and WHEREAS, the parties wish to clarify, modify, amend, and alter certain terms and conditions of the Agreement as provided herein. NOW THEREFORE, for and in consideration of the mutual covenants, promises and conditions contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereh\ acknowledged, Lessor and Lessee, intending to be legally bound, hereby agree as follows 1 Status of Parties and Representations Each party acknowledges that, to the best of its knowledge the other party has complied in all material respects with the obligations under the Agreement occurring on or prior to the date hereof and that, to the best of its knowledge, the other party is not in default under the terms of the Agreement. 2. Acknowledgement and Consent to Sublease. Lessor hereby acknowledges and consents to the sublease, license or the grant of a right of use for a portion of the Premises by Lessee to Verizon Wireless, its subsidiaries and affiliates (hereinafter "Verizon Wireless" and a "Sublessee" as defined below) 3. Amendments. (a) Term of Lease. In addition to the extension of the term of the Agreement set forth and described in Section 2 of the First Amendment, the parties hereby agree that the term of the Agreement is further extended for four (4) additional periods of five (5) years each (each a "Renewal Term" and, collectively with the initial term of the Agreement, hereinafter the "Lease Term"), commencing on January 21, 2016 The Lease Term shall automatically be extended for each successive Renewal Term unless Lessee notifies Lessor of' its intention not to renew at least ninety (90) days prior to the expiration of the Initial Term or current Renewal Term, as the case may be As amended and modified herein, unless otherwise cancelled or terminated as set forth in the Agreement. the final Renewal Term will expire on January 20, 2046. (b) Rental Escalations. Effective on January 21, 2026, and on January 21 of every year thereafter (each an "Adjustment Date"), the annual rent shall increase by an amount equal to four percent (4%) of the annual rent in effect for the year Immediately preceding the Adjustment Date Such rent escalations shall replace any rent escalations currently in the Lease. 1 FA. 10023046 BUN 840753 — TC VERO Second Amendment A TRUE COPY CERTIFICATION ON LAST PAQE J.R. SMITH, CLERK (c) Subleases. From and after the Effective Date, Lessee shall have the right to sublease. license and grant others the right to use all or any portion of the Premises (each a "Sublease") to any other parry or multiple parties (each a "Sublessee"), with the consent of Lessor, which consent shall not be unreasonably withheld, delayed or conditioned. In the event Lessee intends or desires to grant a Sublease to any Sublessee following the Effective Date, Lessee shall provide written notice of such intent together with the name of such Sublessee to Lessor (such notice hereinafter referred to as a "Notice of Sublease"). Lessor shall have a period of thirty (30) days following the receipt of any such Notice of Sublease to review, approve or object to such grant of such Sublease In the event Lessor fails to consent or provide written objections to such Sublease within thirty (30) days following Lessors receipt of a Notice of Sublease, such consent shall be deemed granted and Lessee may thereafter make and enter into such Sublease with the Sublessee, or an affiliate thereof, as set forth in the Notice of Sublease. Lessee and any Sublessee, and Lessee's other licensees and users of the Property shall have the right. at their sole cost and expense, to place, maintain, use, operate, repair and replace antennas, transmitters. cabinets shelters, improvements, generators, and other installations within the boundary of the Premises and within any access or utility easement appurtenant thereto or set forth in the Agreement, and do make and install any and all appurtenant improvements that may be deemed necessary or advisable for the construction, installation use maintenance, repair, replacement or operation thereof, at any time and from time to time during the term of the Agreement. (d) Sublessee Additional Rent. As consideration for any sublease, license or a grant of use to anv Sublessee first made, entered into or granted by Lessee to any Sublessee after the Effective Date of this Second Amendment to any Sublessee that is not, as of the Effective Date, a Sublessee, licensee or other user of the Premises, Lessee shall pay to Lessor an amount equal to thirty-three percent (33%) of the recurring rental payments actually received by Lessee from each such Sublessee (excluding any reimbursement of taxes. construction costs, installation costs, revenue share reimbursement or other expenses incurred by Lessee in installing the such Sublessee)(hereinafter "Sublessee Additional Rent") Any applicable Sublessee Additional Rent shall commence upon the first day of the first month following the receipt of such payments by Lessee from such Sublessee, and continuing thereafter until the earlier of (1) the expiration of the Agreement or (ii) the cessation of use by such Sublessee of the Premises as evidenced by a written notice of such termination or cessation by Lessee to Lessor As set forth in Section 2 of this Amendment, Verizon Wireless is to be considered a "Sublessee" within the meaning set forth herein. (e) One -Time Payment. As additional consideration for this Second Amendment. Lessee agrees to pay Lessor a one-time amount of Ten Thousand and No/100's Dollars (510,000 00) (hereinafter "Bonus Payment"), which amount shall be due and payable sixty (60) days following the full execution and delivery of this Second Amendment. Lessor acknowledges that the Bonus Payment may be paid by CCATT LLC (hereinafter "Crown") on behalf of Lessee, and Lessor agrees to accept the Bonus Payment from Crown a complete accord and satisfaction of the obligation of Lessee in this Section Upon payment of the Bongs Payment by Crown, Lessor waives and releases Lessee and Crown from any and all claims Lessor may have pursuant to the Agreement or this Second Amendment related to or arising out of the Bonus Payment 4. Miscellaneous Capitalized terms not otherwise defined herein shall have the meanings set forth in the Agreement. Except as otherwise expressly amended herein, all the terms and conditions of the Agreement shall remain and continue in full force and effect. The recitals set forth in this Second Amendment are incorporated herein by reference. This Second 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 Second Amendment. This Second 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 Ani FA. 10023046 BUN 840753 — TC VERO Second Amendment A TRUE COPY CERTIFICATION ON LAST PAGE J.R. SMITH, CLERK signature delivered by facsimile or other forms of electronic transmission; such as a portable document format ("PDF"), shall be considered an original signature by the sending party THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK SIGNATURE PAGE FOLLOWS FA. 10023046 BUN 840753 — TC VERO Second Amendment IN WITNESS WHEREOF, the parties hereto have respectfully executed this Lease Extension and Second Amendment effective as of the date of the latter signature below ATTEST: Jeffrey R. Smith Clerk of Court and Comptroller By. Deputy Clerk LESSOR: BOARD OF COUNTY COMMISSIONERS INDIAN RIVER COUNTY, FLORIDA �wA Bob Solari *tri‘airman, Board of County Commissioners *I ..:c3645•proved by the BCC December 15, 2015 seph A Baird ounty Administrator APPROVED AS TO FORM AND LEGAL SUFFICIENCY ,•J�'�� GO��M�Sso^✓ William K, DeBraal Deputy County Attorney WITNESSES Witness Print Name. Witness Print Name• FA. 10023046 BUN 840753 — TC VERO Second Amendment STATE OF FLORIDA INDIAN RIVER COUNTY THIS IS TO CERTIFY THAT THIS IS A TRUE AND CORRECT COPY OF THE ORIGINAL ON FILE IN THIS ,,THE SS EF EY R S , CLERK D.C. • 9yR�1'fR tt� p�. COU LESSEE: FLORIDA 2B MPL TOWER HOLDINGS LLC. A DELAWARE LIMITED LIABILITY COMPANY By: CCATT LLC, A DELAWARE LIMITED LIABILITY COMPANY ITS ATTORNEY IN FACT By Its: Date 4