HomeMy WebLinkAbout2021-121FIRST AMENDMENT TO LICENSE
THIS FIRST AMENDMENT TO LICENSE (this "Amendment'), dated as of this 17th
day of August , 2021 (the "Effective Date"), by and between Indian River
County, a political subdivision of the State of Florida (the "Licensor"), and Vertical
Bridge CC FM, LLC, a Delaware limited liability company (the "Licensee"), recites and
provides:
RECITALS
WHEREAS, Licensor is the fee owner of certain real property located in Indian River
County, Florida, as more particularly described on Exhibit A (the "Property").
WHEREAS, Licensee, by way of assignment, is the tenant under that certain License by
and between Licensor and Media VI, a Florida Partnership, dated as of May 7, 1996 (as
previously assigned and as further amended herein, the "License").
WHEREAS, on January 20, 2004 the license was assumed by Capstar Radio Operating
Company (Capstar) in the Consent to Assumption of License and Agreement for Renewal of
License to Use Real Property for a Radio Tower and extended an additional 20 years until
October 27, 2022.
WHEREAS, in February 2015, the License was assigned to Licensee
WHEREAS, Licensor Licenses to Licensee a portion of the Property, as more particularly
described on Exhibit B (the "Licensed Premises" or "Premises").
WHEREAS, Licensee owns, operates, and maintains wireless communications equipment
other associated improvements on the Licensed Premises ("Improvements").
WHEREAS, Licensor and Licensee now desire to amend the License as more particularly
provided below.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual agreements set forth below and
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows.
1. Defined Terms; Recitals. Capitalized terms used but not defined herein shall have the
meanings given to such terms in the License. The recitals set forth here and above are true
and correct in all respects and are incorporated herein by reference.
2. Additional Renewal . This section shall replace any reference to term in the License.
July 1, 2021 shall become the commencement date of the Additional Renewal term, which
shall be an initial Ten (10) year tern followed by Two (2) additional Five (5) year renewal
periods (each an "Additional Renewal Term"), until June 30, 2041. Each such Additional
Renewal Term shall be deemed automatically exercised by Licensee unless Licensee
Site Name: FPR -009 -AM -FM
Site Number: US -FL -5015
provides written notice to Licensor of non -renewal at least one hundred twenty (120) days
prior to expiration of the then current term.
3. Rent. Commencing immediately upon execution of this Amendment, and in no event
later than July 1, 2021, rent shall be adjusted to Twenty -Four Thousand Dollars ($24,000)
annually, payable monthly at Two Thousand and 00/100 dollars ($ 2,000.00). Payment
to Licensor of the first Three (3) years of this Amendment shall be guaranteed by Licensee.
4. Rent adjustment. Rent shall adjust annually by two point seven percent (2.7%) over
the prior year's amount.
5. Amendment Fees. Simultaneous with execution of this Amendment and as a condition
to its effectiveness, Licensee shall pay an amendment fee of Ten Thousand and 00/100
Dollars ($10,000 to Licensor, with a balance of Ten Thousand and 00/100 Dollars
($10,000) due upon the anniversary of the commencement date of the amendment,
meaning July 1, 2022.
6. Revenue Share. In addition to and separate from the Rent, Licensee shall pay to the
Licensor, Fifty percent (50%) of rents from any sublicensee(s) on the Licensee's
Improvements or Premises, as defined in this License, located on the Licensed Premises
exclusive of any reimbursements paid to Licensee by sublicensee, such as but not limited
to, taxes, utilities, and non-recurring fees (e.g. structural analysis fees, mount analysis
fees, and capital expenditures) ("Sublicensee Rent")
7. Right of First Refusal. If Licensor elects during the Term to grant to a third party by
easement or other legal instrument, an interest in and to the Premises for the purpose of
operating and maintaining communications facilities or the management thereof, with or
without assignment of this Agreement to such a third party, Licensee shall have the right
of first refusal to meet any bona fide offer of sale or transfer on the same terms and
conditions of such offer. If Licensee fails to meet such bona fide offer within thirty (30)
days after written notice thereof from Licensor, Licensor may sell or grant the easement or
interest in the Premises to such third person in accordance with the terms and conditions
of such third party offer.
8. Assi nment. Licensee may not assign this License to any person or entity, including
Licensee's lender, at any time without the prior consent of Licensor.
9. Subleasing. Licensee shall have the exclusive right to sublicense or grant licenses to
use the Improvement or any other tower, structures, equipment, or ground space on the
Premises, with the prior written consent of Licensor, not to be unreasonably withheld,
conditioned, or delayed, except that Licensor shall retain the rights to the space(s)
historically reserved for Licensor's exclusive use. Such rights shall be rent free to the
Licensor for the duration of the License. Any such sublicense shall be subject to the revenue
share provisions of section 6 above.
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Site Name: FPR -009 -AM -FM
Site Number: US -FL -5015
10. Termination. Licensee shall use commercially reasonable efforts to locate and maintain
subtenants on the Improvements. In addition to any other termination rights of Licensee
in the License, Licensee may terminate the License in the event that Licensee is unable to
locate or maintain any subtenants on the Improvements for a period of three (3) consecutive
years, effective as of the expiration of such three (3) year period upon prior written notice
to the Lessor.
11. Transfer of Improvements. All Improvements on the Premises shall become the
property of the Licensor upon termination of this License.
12. Exclusive Use. In addition to any other use rights granted by the License, Licensee
shall have the exclusive right to use the Licensed Premises for purposes of constructing,
maintaining, and operating wireless communication infrastructure. Licensor shall not grant
any right to a third -party which would affect all or part of the Licensed Premises in any
way that competes, interferes, or conflicts with this exclusive use by Licensee, except that
Licensor shall retain the rights to the space(s) historically reserved for Licensor's exclusive
use. Said space(s) shall be further defined in terms of reserved height by Licensor within
90 days of Amendment execution. Such rights shall be rent free to the Licensor for the
duration of the License.
13. Memorandum of License. Licensee shall be permitted to record a Memorandum of
License, or Memorandum of Amendment of License, as applicable ("MOL"), in the form
attached as Exhibit C reflecting the terms of the License as modified by this Amendment,
and Licensor shall promptly execute such MOL at Licensee's request.
14. There shall be no liens or mortgages or other security interests that encumber the
Premises.
15. Licensee's Indemnity. Licensee shall defend, indemnify and hold Licensor and its
officers, directors, shareholders, employees, agents and representatives ("Licensor's
Representatives") harmless from and against any and all claims, demands, litigation,
settlements, judgments, damages, liabilities, costs and expenses (including, without
limitation, reasonable attorneys' fees) (individually or collectively, a "Claim") arising
directly or indirectly out of. (i) any act or omission of Licensee, its officers, agents,
employees, contractors, or any other person or entity for whom Licensee is legally
responsible ("Licensee's Representatives"); or (ii) a breach of any representation,
warranty or covenant of Licensee contained or incorporated in this Agreement.
16. Licensor's Indemnity. Licensor shall defend, indemnify and hold Licensee and its
officers, directors, shareholders, employees, agents and representatives ("Licensee's
Representatives") harmless from and against any and all claims, demands, litigation,
settlements, judgments, damages, liabilities, costs and expenses (including, without
limitation, reasonable attorneys' fees) (individually or collectively, a "Claim") arising
directly or indirectly out of. (i) any act or omission of Licensor, its officers, agents,
employees, contractors, or any other person or entity for whom Licensor is legally
responsible ("Licensor's Representatives"); or (ii) a breach of any representation, warranty
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Site Name: FPR -009 -AM -FM
Site Number: US -FL -5015
or covenant of Licensor contained or incorporated in this Agreement. Licensor's
obligations under this section shall only be to the limits set forth in section 768.28, Florida
Statutes.
17. Survey of Licensed Premises. If an accurate, surveyed legal description of the Licensed
Premises has not been incorporated into the License, Licensee may conduct an updated
survey of the Licensed Premises, at Licensee's sole cost and expense, to be used to replace
any such erroneous legal descriptions, drawings, depictions, or site plans, previously
attached as attachments, exhibits, schedules, or other supplements to the License, upon
reasonable approve of the Licensor, which approval shall not be unreasonably withheld,
conditional, or delayed. Such surveyed legal descriptions shall serve as the "Licensed
Premises" under the License, shall supersede any other descriptions of the Licensed
Premises in the License, shall be attached by Licensee through an additional "Licensed
Premises Addendum" to the License at a later time, and may be done within one (1) year
of the Effective Date.
18. Notices. All notices under the License shall be delivered by Federal Express, or US
certified mail return receipt requested, and addressed to:
If to Licensee:
Vertical Bridge CC FM, LLC
c/o Vertical Bridge REIT, LLC
750 Park of Commerce Drive, Suite 200
Boca Raton, FL 33487
Attention: General Counsel
Ref: US -FL -5015
If to Licensor:
Indian River Country
1801 27th Street
Vero Beach, FL 32960
Attention: County Attorney
19. Representations of Licensor. Licensor warrants and represents that: (i) it is the owner
in fee simple of the Licensed Premises; (ii) it alone has full right to License the Licensed
Premises on the terms of the License, as amended; and (iii) it has the full authorization and
authority to execute this Amendment.
20. Counterparts/Digital Signatures. This Amendment may be executed in counterparts
with the same effect as if both parties hereto had executed the same document. Both
counterparts shall be construed together and shall constitute a single document. Delivery
of a copy of this Amendment bearing an original signature by facsimile transmission, by
electronic mail in "portable document format" (".pdf') form, or by any other electronic
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Site Name: FPR -009 -AM -FM
Site Number: US -FL -5015
means intended to preserve the original graphic and pictorial appearance of a document,
will have the same effect as physical delivery of the paper document bearing the original
signature. For the purposes of this section, "original signature" means or refers to a
signature that has not been mechanically or electronically reproduced.
20. Ratification. Except as amended and modified herein, the License is ratified and
confirmed in all respects and shall continue in full force and effect. In the event of any
dispute between the terms of the License and this Amendment, the terms of this Amendment
shall govern and supersede those set forth in the License.
[The remainder of this page is intentionally blank; signature page follows.]
Site Name: FPR -009 -AM -FM
Site Number: US -FL -5015
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the
Effective Date.
LICENSOR:
Indian River Country
�p1v1MlSS
'
M �Chairman
Flesc er,
Tit
APPROVCHO At! Tr-')
AND LEGAL
Attest: Jeffrey R. Smith, Clerk of
Circuit Court and Comptroller
Sr. "Idi )1)4jw-
Deputy Clerk
[Licensor's Signature Page to Amendment]
Site Name: FPR -009 -AM -FM
Site Number: US -FL -5015
LICENSEE:
Vertical Bridge CCF LC
By:
Name: Adam B. Ginder
Title: VP
[Licensee's Signature Page to Amendment]
Site Name: FPR -009 -AM -FM
Site Number: US -FL -5015
Exhibit A
Description of the Property (Parent Parcel)
PARENT. PARCEL
ALL OF THE SE 1/4 OF SW 14 LYINGSOUTH OF THE SOUTH RELIEF CANAL OFJHE INDIAN RIVER FARMS
DRAINAGE, DISTRICT, IN SECTION 13; TOWN SH113,11§OVTH, RANGE'39 EAST` SAID LAND 'LYING AND BEING
IN INDIAN ItiVERCOUNTY; F.LORIDA;.
LESS AND EXCEPT THAT PORTION OF PROPERTY dONV EYED TO THE CITY OF VERO°BfACH €tECORDEb
01/27[1969 IN. BOOK305; PAGE:520
Site Name: FPR -009 -AM -FM
Site Number: US -FL -5015
Exhibit B
Legal Description of the Licensed Premises
LEASED.PARLEL
FROM A POINT OF BEGINNING AT THE INTERSECTION OF THE EAST RIGHT-OF-WAY LINE OF A 1607FOOT
WIDE RIGHT -01 -WAY FOR LATERAL "J"CANAL AND THE SOUTH RIGHT-OF-WAY UNE OF A 250 -FOOT WIDE
RIGHT -0F -WAY FOR THE SOUTH RELIEF CANAL OF THE E INDIAN RIVER FA WATER MANAGEMENT
QISTRICT, SAID Pb B. BEING.IN THE S:E. 1/4 OF THE S.W. 1/4 OF SECTION 13; TOWN5HIP33 SOUTH; RANGE
39 EAST, INDIAN RIVER COUNTY„ FLORIDA;
RUN NORTHEASTERLY ON SAID. SOUTH RIGHT-OF-WAY UNE OF THE SOUTH RELIEF CANAL A DISTANCE OF
600 FEET. TO APO INT- THENCE RUN SOUTHEASTERLY ONALINE PARALLELTO THE EAST RIGHT OF-11V1Y
LINE OF LATEIiAL'`J" CANAL A DISTANCE OF 640 FEET TO A POINT; THENCE RUN SOUTI iV1IESTERLY ON A
LINE PARALLEL TO THE SOUTH RIGHT-OF-WAY LINE .OF THE:SOUTK RELIEF CANAL AD[
STANCE OF 600 FEET
TO THE INTERSECTION. OF THE EAST RIGHT-OF-WAY LINE OF LATERAL''J".CANAL; THENCE RUN ..
NORTHWESTERLY ON SAID EAST RIGHT-OF-WAY LINE OF LATERAL ")" CANAL A DISTANCE OF 600 FEET TO
SAID P.O.B.
THE GRANTOR FURTHER GRANTS TO LICENSEE AN EASEMENT FOR INGRESS AND.:EGRESS TO EXIST DURING
THE TERM.OF THIS LICENSE OVER THE FOLLOWING DESCRIBED REAL PROPERTY, LOCATED IN INDIAN RIVER
COUNTY, FLORIDA:
RUNNING FROM THE ABOVE DESCRIBED PROPERTY TO OLD DIXIE HIGHWAY BEING THE 30 FEET LYING
IMMEDIATELY SOUTHERLY OF THE RIGHT -QF -WAY FOR THE SOUTH RELIEF CANAL AS ABOVE DESCRIBED.
THE GRANTOR RESERVES THE RIGHT TO GRANT SIMILAR EASEMENTS TO OTHER PARTIES
TAX I.D. NUMBER: 33=3343-00000-5000_00041/0
DERIVATION CLAUSE
BEING THE SAME PROPERTY CONVEYED TO INDIAN. RIVER COUNTY, FLORIDA, GRANTEE,
FROM R. S. SWING, GRANTOR RECORDED 12/1.3/1966, AS BOOK -PAGE 243-251 OF COU RECORDS.
Site Name: FPR -009 -AM -FM
Site Number: US -FL -5015
Upon Recording Return to: (Above 3" Space for Recorder's Use Only)
Vertical Bridge REIT, LLC
750 Park of Commerce Drive, Suite 200
Boca Raton, FL 33487
Attn: General Counsel
Site Name: FPR -009 -AM -FM
Site Number: US -FL -5015
MEMORANDUM OF AMENDMENT TO LICENSE
This Memorandum of Amendment to License ("Memorandum") evidences a License, dated
May 7, 1996 (the "License") by and between Indian River Country, a political subdivion of the State of
Florida, whose address is 1801 27th Street, Vero Beach, FL 32960 ("Licensor"), and Vertical Bridge
CC FM, LLC, a Delaware limited liability company, whose mailing address is 750 Park of Commerce
Drive, Suite 200, Boca Raton, FL 33487 ("Tenant").
WHEREAS, Licensor owns certain real property (the "Property") described on Exhibit
A-1 attached hereto.
WHEREAS, pursuant to the License, Licensor Licenses to Licensee a portion of the Property
(the "Premises") described on Exhibit A-2 (and together with Exhibit A-1, collectively, Exhibit A).
WHEREAS, the License commenced on October 28, 1982, for an initial term of Twenty (20)
years, with One (1) renewal terms of Twenty (20) years each. Commencing July 1, 2021 the License was
amended to add One additional term of Ten (10) years followed by Two (2) additional Five (5) year
renewal WhWsREAS, the License, as amended, further provides as follows:
1. The Premises may be used exclusively by Licensee for certain purposes, including without
limitation, erecting, installing, operating, reconstructing, and maintaining certain radio and
communications equipment.
2. This Memorandum is not intended to amend or modify, and shall not be deemed or
construed as amending or modifying, any of the terms, conditions or provisions of the License. In
the event of a conflict between the provisions of this Memorandum and the provisions of the License,
the provisions of the License shall control. The License shall be binding upon and inure to the benefit
of Lessor and Licensee and shall inure to the benefit of their respective heirs, successors, and assigns,
subject to the provisions of the License.
3. Under certain circumstances, Tenant has a right offirst refusal to acquire the Premises from
Landlord.
Site Name: FPR -009 -AM -FM
Site Number: US -FL -5015
WITNESSES:
4"
- �0� Name: Karen 0310ur j-
ccs
Nan& J ut4 i e r_� M
STATE OF
COUNTY OF
Licensee:
Vertical Bridge CC FM, LLC,
a Delaware limited liability company
By: Adam
Name: B.'
Title: P/r_%OoUciate General
Date: 7-30-20M 1 r
On this 30 day of 7 u ly 2021, before me personally appeared
A darn 8 . G''rtd. y' c«� s n
/�ssoc. Gen. , V me known (or proved to me on the basis of
satisfactory evidence) to be the person described in and who executed the foregoing instrument, and
acknowledged that he/she/they executed the same as their free act and deed.
WITNESS my hand and Official Seal at office this 30 day of 12021.
Notary Public
Printed Name: Milagros D. Sh _amr
My Commission Expires:
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Site Name: FPR -009 -AM -FM
Site Number: US -FL -5015
EXHIBIT A
(TO MEMORANDUM OF License)
EXHIBIT A-1
The Property
PARENT PARCEL
ALL OF THE SE 1/4 OF SIiV l/4 L`(IIUGSOUTH OF THE.SOUTH RELIEF CANAL OF THE INDIAN RIVER FARMS
DRAINAGE DISTRICT IN SECTION 13; TOWNSHIP 33 SOUTH ,RANGE 39 EAST'`SAID LAND LYING AND'BEING
IN IWAN I *R'GOUNTY TLORIDA.
LESS AND EXCEPT THAT: PORTION OF PROPERTY'CONVEYED TO THE CITY OF'VERQ'BEACH RECORDED
01/27/1969 IN. BOOK'305, PAGE 520.
Site Name: FPR -009 -AM -FM
Site Number: US -FL -5015
EXHIBIT A-2
The Premises
LEASED PARCEL
FROM A POINT OF BEGINNING AT.THE INTERSECTION OF THE EAST RIGHT-OF-WAY LINE ,OFA 160 -FOOT
WIDE RIGHT-OF-WAY FOR LATERAL "J" CABAL AND THESOUTH RIGHT -0F -WAY LINE OF A 250 -FOOT WIDE
RIGHT-OF-WAY:FOR THE SOUTH RELIEFCANAL OF'THE_ INDIAWRIVER FARMS WATER MANAGEMENT
DISTRICT, SAID P.Q.B. BEING. I THE S 1 .1/4 OF THE S.W.1/4 OF SECTION 13; TOWNSHIP'33 SOUTH; RANGE.
39 EAST, INDIAN RIVER COUNTY, FLORIDA;
RUN NORTHEASTERLY ON SAID,SOVTH RIGHT-OF-WAY LINE OF THE.SOUTH RELIEF CANAL DISTANCE OF
600 FEET TO A POINT; THENCE RUN SOUTHEASTERLY ON A LINE PARALLEL TO THE EAST RIGHT-OF-WAY
UNE OF LATERAL 'I" CANAL A DISTANCE OF 600 FEETTO.A POINT; THENCE RUN SOUTHWESTERLY ON A
UNE PARALLEL TO THE SOUTH RIGHT-OF-WAY LINE OF THE SOUTH RELIEF CARNAL A DIST ANCE 600 FEET
TO THE INTERSECTION OF THE EAST RIGHT-OF-WAY LINE OF LATERAL 'Y' CAN THENCE RUN
NORTHWESTERLY ON SAID EAST RIGHT-OF-WAY'LIN E OF LATERAL "J" CANAL A DISTANCE OF 600 FEET TO
SAID P.O.B.
THE GRANTOR FURTHER GRANTS TO LICENSEE AN, EASEMENT FOR INGRESS:AND'EGRESS TO EXIST DURING
THE TERM OF THIS LICENSE OVER THE FOLLOWING DESCRIBED REAL PROPERTY; LOCATED IN INDIAN RIVER
COUNTY, FLORIDA:
RUNNING FROM THE ABOVE DESCRIBED PROPERTY TO OLD DIXIE HIGHWAY BEING THE 30 FEET LYING
IMMEDIATELY SOUTHERLY OF THE RIGHTT=OF-WAY FOR THE SOUTH RELIEF CANAL AS ABOVE DESCRIBED.
THE GRANTOR RESERVES THE RIGHT TO GRANT SIMILAR EASEMENTS TO OTHER PARTIES
TAX I.D. NUMBER: 33-39-11-00000-5000-00041/0
DERIVATION CLAUSE
BEING THE SAME PROPERTY CONVEYED TOINDIAN R1VER"COUNTY, FLORIDA, GRANTEE,
FROM R. S. SWING; GRANTOR REGORGED 12/13/1966, AS BOOR -PAGE 243-251 OF COUNTY RECORDS.
Site Name: FPR -009 -AM -FM
Site Number: US -FL -5015