HomeMy WebLinkAbout2022-005SITE LEASE AGREEMENT
BETWEEN THE CITY OF VERO BEACH
AND INDIAN RIVER COUNTY, FLORIDA
9 L70
THIS SITE LEASE AGREEMENT (this "Agreement") is made and entered into as of the - J day of
i ;(- -1"'- 2022 (hereinafter "Effective Date") by which the CITY OF VERO BEACH, a
F+I. rids municp 1 corporation, whose mailing address is P.O. Box 1389, Vero Beach, Florida 32961-1389
("Owner" or "Cit}"), leases to INDIAN RIVER COUNTY, FLORIDA, a political subdivision of the State
of Florida, its affiliates, whose mailing address is 1801 27"' Street, Vero Beach, Florida 32960 (the
"Lessee"), the "Leased Premises" described below (which is part of that certain real property owned by Owner
(the "Property") and is more fully described in EXHIBIT "A" attached hereto, for the purpose of constructing,
operating and maintaining a wireless communication antenna and related equipment. City and Lessee may
also be referred to herein individually as a "party" or collectively as the "parties."
NOW THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS SET FORTH
HEREIN, THE PARTIES HERETO AGREE AS FOLLOWS:
1. Premises and Use.
(a) Owner hereby leases to Lessee and Lessee leases from Owner approximately 0.64 acres located
at 1340 Old Dixie Highway, a/k/a Old City Nursery Site, Vero Beach, Florida, and all access and utility easements
necessary or desirable therefor ("Premises" or "Leased Premises"), as described in EXHIBIT "A" and shown in
EXHIBIT "B" subject to certain conditions contained in the City Charter. Included on the Leased Premises is an
existing communications tower and equipment.
(b) The Leased Premises will be used by Lessee, or its assigns or sublessee, including Towerpoint,
and its customers, for maintaining, repairing and operating, at its expense, a communications facility for Indian
River County's emergency services and the County's communication network, which the City utilizes, and other
customers, subtenants, assigns or sublessees, including, without limitation, transmitting and receiving antennas,
microwave dishes and communications equipment, air conditioned equipment shelter and/or cabinets, cable
wiring (excluding tower cables), back-up power sources (including generators), related fixtures and appurtenances
(collectively "Lessee's Equipment"), which shall all be screened in accordance with Owner's applicable
ordinances. Notwithstanding the foregoing, Lessee shall not be permitted to maintain fuel storage tanks except for
use in connection with any generator within the Leased Premises and any expansion to the existing tower or new
tower, shall be subject to, and only to, approval of the City's land development code and regulations. In the event
the Leased Premises are no longer used for the purposes stated herein, the tower site and Leased Premises shall
revert to the City unless such other nonconforming uses are approved in writing by the City and the nonconforming
uses are allowed by City Charter. The Leased Premises and tower will revert to the City in the event the Lessee,
Sublessee, or Assign abandons or ceases to use the Leased Premises for the uses noted above for a period of five
(5) or more years, and the improvements may be removed as provided in section 10. Owner shall provide Lessee
one year's notice of its intent to terminate the Agreement due to such abandonment or cessation of use.
(c) Reserved.
(d) All of Lessee's construction, installation and repair work shall be performed at Lessee's sole cost
and expense and in a good and workmanlike manner, all in accordance with Owner's applicable Charter and
ordinance.
(e) The Leased Premises described above are located in the location(s) shown on EXHIBIT "B,"
attached hereto and made a part hereof. The Leased Premises shall also include the non-exclusive use of an area
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for reasonable access, as described in this Agreement, extending from the nearest public right-of-way to the
Lessee's Facilities, for access, installation, operation and maintenance and an easement for the installation,
operation and maintenance of utility wires, poles, cables, conduits, and pipes over, under, or along such area as
permitted. Such access and utility area ("Access Area") is as described on EXHIBIT "B." Lessee shall maintain
property security of the Leased Premises in accordance with applicable City land development codes and
regulations. Lessee shall not block the entrance of the access road where it intersects at the public right-of-way.
(f) Lessee shall submit a copy of future site plans and of any modifications of the tower or for any
replacement tower to the Lessee Facilities to Owner for Owner's written approval, which approval shall be subject
to, and only to, all land development code requirements. Such approval shall not be unreasonably conditioned,
delayed or withheld and such approval shall be without further compensation to Owner. Approval shall be deemed
given by Owner where Owner has failed to respond within twenty (20) days of notice as provided herein. Only
one tower shall be erected on the Leased Premises and it shall be limited to its existing height.
(g) In all respects, throughout this Agreement, anytime Owner's consent or approval is required, such
consent or approval may be given by Owner's designee(s). Lessee's submitted plans shall undergo a preliminary
review by City staff for the purpose of approval under this Agreement. No construction or installation shall be
commenced until the Owner has approved plans for such work and all necessary permits have been properly issued
as required herein. Such approvals shall be subject to, and only to, all land development code requirements and
shall not be unreasonably conditioned, delayed or withheld and such approval shall be without further
compensation to Owner. Approval shall be deemed given by Owner where Owner has failed to respond within
twenty (20) days of notice as provided herein.
(h) Lessee may, at any time, modify, supplement, replace, repair, remove or relocate any of the
Lessee Facilities or other appurtenances located within the Leased Premises during the term of this Agreement,
which includes routine maintenance, the like -replacement of the transmitting and receiving antennas and/or related
communications equipment, or any modifications to the interior of the equipment shelter or items housed therein.
Owner's consent shall not be required where the modification is non-structural in nature or involves the
replacement of substantially similar equipment. Any modification to the tower shall require City's prior written
approval and such approval shall be subject to, and only to, all land development code requirements and shall not
be unreasonably conditioned, delayed or withheld and such approval shall be without further compensation to
Owner. Approval shall be deemed given by Owner where Owner has failed to respond within twenty (20) days of
notice as provided herein.
2. Term. This Agreement shall be effective as of the first (1st) day of January, 2022, for a term of ninety-nine
(99) years ("Full Term"), with no extensions or renewal option periods, conditioned upon approval by referendum
election in November 2021.
3. Assignment/Subletting. The Parties acknowledge that Lessee has contracted with Towerpoint to sublease the
Tower for the remaining term of this Agreement, in return for the payment of $1,700,000.00 for the limited uses
set forth above in Paragraph l . To obtain the City's agreement, the Lessee shall pay to City the sum of $535,250.00
at closing. Except for the sublease to TiGR Acquisitions II1, LLC or its affiliate ("TowerPoint"), Lessee will not
assign, sublease, or transfer this Agreement without the prior written consent of Owner, which consent is totally
discretionary with the Owner. The parties agree that if TowerPoint shall terminate/cease as the sublessee for any
reason and the County receives revenue from any third party for use of tlue tower, the City shall receive one-half
of said revenue, however City shall share one half of any and all transactional costs associated with such
transaction, including, but not limited to any consultant fees.
4. Title and Quiet Possession. Owner represents and agrees, (a) that it is the owner of the Lease Premises and
has the legal right to use the Leased Premises and the Access Area and to grant Lessee the right to use the Leased
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Premises and the Access Area as set forth in this Agreement upon approval by the City's voters in a referendum
election to be held on November 2, 2021; (b) that it has the right to enter into this Agreement; (c) that the person
signing this Agreement has the authority to sign; and (d) that Lessee is entitled to access the Leased Premises at
all times subject to the terms of this Agreement and to the quiet possession of the Leased Premises throughout the
Term, so long as Lessee is not in default beyond the expiration of any cure period. Lessee represents and agrees
that it has the right to enter into this Agreement, and that the person signing this Agreement has the authority to
sign.
5. Notices. All notices must be in writing and are effective only when deposited in the U.S. mail, certified, return
receipt requested and postage prepaid, or when sent via overnight delivery (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). Notices to Lessee and Owner shall be sent to the following
addresses:
To LESSEE: Indian River County, Florida
Attn: County Administrator
1801270' Street
Vero Beach, Florida 32960
To OWNER: City of Vero Beach
Attn: City Manager
P.O. Box 1389
Vero Beach, Florida 32961-1389
6. Improvements. The Lessee shall be responsible for any structural modifications to the Leased Facilities,
which modifications shall be subject to, and only to, with applicable building land development codes. Owner
agrees to reasonably cooperate with Lessee with respect to obtaining any required governmental approvals for the
Leased Premises and the Improvements, at no cost to Owner. Lessee is liable for damage to the Leased Premises
caused by the Improvements or the installation, removal or replacement thereof. Only one tower shall be erected
on the Leased Premises limited to its existing height.
7. Compliance with Laws. To the best of Owner's knowledge, without inquiry, Owner represents that the
Premises, and all improvements located thereon, are in substantial compliance with laws, codes and regulations
of applicable governmental authorities. Lessee covenants that it will keep the Lessee Facilities in good repair as
required by all federal, state, county and local laws, including without limitation, any federal rules and regulations
with regard to the lighting, marking and painting the tower and equipment at the Premises. Lessee will further
comply with all applicable laws, ordinances and regulations, including but not limited to, zoning codes, building
codes and applicable safety codes relating to its specific use of the Lessee Facilities.
8. Interference. Reserved.
9. Utilities. Lessee shall pay for all utilities used by it at the Leased Premises at the rate charged by the servicing
utility provider. Lessee shall have the right to install utilities, at Lessee's expense, and to improve the present
utilities on the Property (including, but not limited to, the installation of emergency power generators).
10. Termination.
(a) Unless otherwise set forth herein, this Agreement may be terminated without further liability, on
thirty (30) days prior written notice as follows: (i) by either party upon a default of any covenant or term hereof
by the other party, which default is not cured within sixty (60) days of receipt of written notice of default, except
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that this Agreement shall not be terminated if the default cannot reasonably be cured within such sixty (60) day
period and the defaulting party has commenced to cure the default within such sixty (60) day period and diligently
pursues the cure to completion; provided that the grace period for any monetary default is ten (10) days from
receipt of written notice; or (ii) by Owner and/or Lessee, if Lessee does not obtain or maintain any license, permit
or other approval necessary for the construction and operation of the Lessee Facilities beyond any applicable
appeals period; or (iii) by Lessee, if Lessee is unable to occupy and utilize the Leased Premises due to an action
of the FCC, including without limitation, a take back of channels or change in frequencies; or (iv) by Lessee, if
any environmental report for the Property reveals the presence of any Hazardous Material after the
Commencement Date; or (v) the tower and/or the equipment is no longer in use for purposes provided herein.
(b) Upon termination of this Agreement at the end of the Full Term or by Lessee at any time prior to
the end of the Full Term, Owner shall advise Lessee, its assigns and subleases, of its desire to own or not own the
tower and demand that it be removed by the Lessee, its assigns or sublessees. Upon termination of this Agreement
by Owner at any time prior to the end of the Full Term, the Lessee shall determine whether it will remove the
tower. If Lessee removes the Lessee Equipment, it will be at Lessee's sole expense, and Lessee shall repair any
damage to the Leased Premises caused by such removal, 12 months after the expiration or earlier termination of
this Agreement, unless otherwise agreed to by the parties hereto in writing. In the event Lessee does not cause
such repairs within the time period provided in this Paragraph, Owner will give Lessee written notice of such
failure and, if Lessee thereafter fails to make such repairs within 12 months then the personal property remaining
on Leased Premises shall be deemed the property of Owner, and removed at Lessee's expense.
11. Liability and Indemnity.
(a) Subject to the limits provided in section 768.28, Fla. Stat. and except for losses which arise out
of or are due to the acts or omissions of the other party, Owner and Lessee shall each indemnify, defend and hold
Owner harmless the other party from and against ail claims, losses, liabilities, damages, costs, and expenses
(including reasonable attorneys' and consultants' fees, costs and expenses) (collectively "Losses") arising from the
negligence or willful misconduct of indemnifying party or its agents, employees, contractors or subcontractors in
or about the Property. The duties described in this Paragraph 11 shall apply as of the Effective Date of this
Agreement and survive the termination of this Agreement.
(b) Subject to the limits provided in section 768.28, Fla. Stat., Lessee, at its sole expense, shall defend
Owner in any third -party action against Owner arising out of the terms and conditions of this Agreement that
Lessee is required to perform or observe except for losses which arise out of or are due to the acts or omissions of
Owner.
12. Hazardous Substances.
(a) As of the Effective Date of this Agreement: (1) Lessee hereby represents and warrants that it shall
not use, generate, handle, store or dispose of any Hazardous Material in, on, under, upon or affecting the Property
in violation of any Environmental Law (as defined below), and (2) Owner hereby represents to the best of its
knowledge, (i) it has no knowledge of the presence of any Hazardous Material located in, on, under, upon or
affecting the Property in violation of any Environmental Law; (ii) no notice has been received by or on behalf of
Owner from, and Owner has no knowledge that notice has been given to any predecessor owner or operator of the
Property by, any governmental entity or any person or entity claiming any violation of, or requiring compliance
with any Environmental Law for any environmental damage (or the presence of any Hazardous Material) in, on,
under, upon or affecting the Property; and (iii) it will not permit itself or any third -party to use, generate, handle,
store or dispose of any Hazardous Material in, on, under, upon, or affecting the Property in violation of any
Environmental Law.
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(b) Subject to the limits provided in section 768.28, Fla. Stat., and without limiting Paragraph 11,
Owner and Lessee shall each indemnify, defend and hold the other harmless from and against all Losses
(specifically including, without limitation, reasonable attorneys', engineers', consultants and experts' fees, costs
and expenses) arising from, (i) any breach of any representation or warranty made in this Paragraph 12 by such
party; and/or (ii) environmental conditions or noncompliance with any Environmental Law (as defined below)
that result, in the case of Lessee, from operations in or about the Property by Lessee or Lessee's agents, employees,
contractors or subcontractors, and in the case of Owner, from the ownership or control of, or operations in or
about, the Property by Owner or Owner's predecessors in interest, and their respective agents, employees,
contractors, subcontractors, lessees, guests or other parties. Lessee acknowledges that Owner is a municipal
corporation, and that, to the extent applicable, it does not waive sovereign immunity, and the limits of liability
thereunder, as well as limitations on indemnification, as set forth in Section 768.28, Florida Statute, and other
applicable state laws. The provisions of this Paragraph 12 shall apply as of the Effective Date of this Agreement
and survive termination of this Agreement.
(C) "Hazardous Material" means any solid, gaseous or liquid wastes (including hazardous wastes),
regulated substances, pollutants or contaminants or terms of similar import, as such terms are defined in any
Environmental Law, and shall include, without limitation, any petroleum or petroleum products or by-products,
flammable explosives, radioactive materials, asbestos in any form, polychlorinated biphenyls and any other
substance or material which constitutes a threat to health, safety, property or the environment or which has been
or is in the future determined by any governmental entity to be prohibited, limited or regulated by any
Environmental Law.
(d) "Environmental Law" means any and all present or future federal, state or local laws, rules,
regulations, codes, ordinances, or by-laws, and any judicial or administrative interpretations thereof, including
orders, decrees, judgments, rulings, directives or notices of violation, that create duties, obligations or liabilities
with respect to: (i) human health; or (ii) environmental pollution, impairment or disruption, including, without
limitation, laws governing the existence, use, storage, treatment, discharge, release, containment, transportation,
generation, manufacture, refinement, handling, production, disposal, or management of any Hazardous Material,
or otherwise regulating or providing for the protection of the environment.
13. Taxes and Assessments. Lessee, its Assigns or Sublessees, shall pay on or before their respective due dates,
to the appropriate collecting authority, any and all real estate taxes, ad valorem, sales, excise or personal property
taxes, assessments and fees, which are now or may hereafter be levied or assessed against the Leased Premises or
Lessee as a direct result of installation of the Lessee Facilities, (excluding any income tax, franchise or other
similar corporate or partnership tax levied against Owner), and shall maintain in current status all federal, state,
county and local licenses and permits, now or hereafter required for the operation of the business conducted by
Lessee. Owner shall provide to Lessee reasonable documentation from the appropriate taxing authority that is
necessary to demonstrate that the increase is due to Lessee's Improvements. Owner shall reasonably cooperate
with Lessee in the protest of any such assessment. Lessee maintains the right, at its sole option and 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, to the appropriate governmental authority.
Nothing in this Paragraph shall be construed as limiting either party's rights to contest, appeal or challenge any
tax assessment.
14. Insurance.
(a) Lessee, at Lessee's sole cost and expense, shall procure and maintain commercial general liability
("CGL") insurance covering bodily injury and property damage with a combined single limit of at least TWO
MILLION AND 00/100 DOLLARS ($2,000,000.00) per occurrence, and shall be primary and without
contribution from Owner. Subject to the standard exclusions and limitations of CGL policies, such insurance shall
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insure, on an occurrence basis, against all liability of Lessee, its employees and agents arising out of or in
connection with Lessee's use of the Leased Premises, all as provided for herein. Lessee shall name the Owner as
an additional insured. Within thirty (30) days following the Effective Date, Lessee shall provide Owner with a
certificate of insurance ("COI") evidencing the coverage required by this Paragraph 14. The aforesaid insurance
may be provided through the combination of Lessee's primary and excess/umbrella policies. Lessee shall be liable
for all claims in excess of the insurance coverage.
15. Condemnation. If the whole of the Leased Premises, or such portion thereof as will make the Leased
Premises unusable for the purposes herein leased as reasonably determined by the parties within thirty (30) days
of the condemnation date is condemned by any legally constituted public authority, then this Agreement, and the
term hereby granted, shall cease from the time when possession thereof is taken by the public authority. Any lesser
condemnation shall in no way affect the respective rights and obligations of Owner and Lessee hereunder,
provided however, in the event of any condemnation of the Property, Lessee may terminate this Agreement upon
fifteen (15) days' written notice to Owner if such condemnation may reasonably be expected to disrupt Lessee's
operations at the Leased Premises for more than thirty (30) days. Lessee may, on its own behalf, make a claim in
any condemnation proceeding involving the Leased Premises for losses related to the Lessee Facilities, its
relocation costs and its damages and losses including its leasehold interest. Any such notice of termination shall
cause this Agreement 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 Agreement, and the parties shall make an appropriate adjustment
as of such termination date with respect to payments due to the other under this Agreement.
16. Maintenance.
(a) Lessee, its Assigns or Sublessees, at its sole cost and expense, will be responsible for repairing
and maintaining the Lessee Facilities and any other Improvements installed at the Leased Premises, in a proper
operating and reasonably safe condition.
(b) Lessee hereby grants to Owner the right to conduct inspections of Leased Premises from time -
to -time by providing Lessee with at least twenty-four (24) hours prior written/telephonic notice, (except in the
event of an emergency). Lessee has the right to have a representative of Lessee present during Owner's inspection.
Owner shall not damage, move, alter, disrupt, turn off, adjust or otherwise affect or impair the continuous
operation of Lessee's Equipment and shall reimburse Lessee for any damage to Lessee's Equipment caused by
Owner and Owner's employees, agents, contractors or subcontractors. While conducting the inspections, Owner
and Owner's employees, agents, or contractors shall comply with any and all regulations of the FCC, including
the FCC's radio frequency emissions exposure guidelines. Owner and Lessee acknowledge that the purpose of
such inspections is to ensure that the Leased Premises comply with all applicable aesthetic and safety requirements
of the applicable laws, ordinances and regulations, including but not limited to, zoning codes, and building codes.
In the event that Owner determines that reasonable aesthetic and/or safety modifications ("Repairs") are required,
Owner shall provide written notice to Lessee detailing the Repairs. Lessee, at its sole cost and expense, shall
commence the Repairs within thirty (30) days after receipt of written notice. If Lessee cannot reasonably effect
such Repairs within such time period, despite Lessee's diligent efforts, or obtain any necessary zoning and/or
building permit requirements necessary to commence the Repairs, the Repairs period may be extended a
reasonable amount of time mutually agreed to by Lessee and the City Manager for such additional time as may be
reasonably necessary for Lessee to diligently pursue and complete such Repairs. Nothing contained herein shall
be construed so as to require Lessee to shut down the Lessee Equipment or otherwise discontinue its operations
from the Leased Premises, or to make Repairs inconsistent with FCC requirements or other applicable federal,
state or local laws, rules and/or regulations.
(c) If Lessee fails to commence the Repairs as specified in this Paragraph, which default is not cured
by Lessee in accordance with Paragraph 8 above, Owner may commence repairs upon thirty (30) days' written
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notice and seek recovery of any loss, damage or expense, including attorney's fees, for which Owner seeks
reimbursement.
17. Temporary Equipment Installation. During temporary periods of equipment installation, the area between
the public right of way and the Leased Premises may be used as a staging area. Use of this area shall be limited
to that which is necessary to complete the installation of new or replacement equipment and shall not exceed the
time required to complete the installation activities and shall acquire necessary permits and licenses from City.
18. Additional Proceeds. In the event any Assigns or Sublessees of the Lessee, for any reason, fail to maintain
its/their interests in the Leased Premises prior to the end of the lease term, the City shall have the right to share
in any additional proceeds received by Lessee on 50/50 basis, less costs of procuring such additional proceeds..
19. As -Is. By taking possession of the Leased Premises, Lessee accepts the Leased Premises in the condition
existing as of the date of execution of this Agreement. Except as otherwise expressly provided herein, Owner
makes no representation or warranty with respect to the condition of the Leased Premises and Owner shall not be
liable for any latent or patent defect in the Leased Premises. Notwithstanding anything to the contrary herein,
Owner shall not at any time be liable for injury or damage occurring to any person or property from any cause
whatsoever arising out of Lessee's construction, maintenance, repair, use, operation, condition or dismantling of
the Leased Premises unless caused by the sole negligence or willful misconduct of Owner, its employees, agents
or contractors.
20. Miscellaneous. (a) This Agreement applies to and binds the heirs, successors, executors, administrators and
assigns of the parties to this Agreement; (b) this Agreement is governed by the laws of the state of Florida; (c) the
Parties shall execute and record a Memorandum of this Agreement in a form attached hereto as EXHIBIT "C;"
(d) this Agreement (including the Exhibits) constitutes the entire agreement between the parties and supersedes
all prior written and verbal agreements, representations, promises or understandings between the parties with
respect to the subject matter hereof; (e) any amendments to this Agreement must be in writing and executed by
both parties; (f) if any provision of this Agreement is invalid or unenforceable with respect to any party, the
remainder of this Agreement or the application of such provision to persons other than those as to whom it is held
invalid or unenforceable, will not be affected and each provision of this Agreement will be valid and enforceable
to the fullest extent permitted by law; (g) the prevailing party in any action or proceeding in court to enforce the
terms of this Agreement is entitled to receive its reasonable attorneys' fees and other reasonable enforcement costs
and expenses from the non -prevailing party, including all costs and expenses incurred through all appeals; (h) 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, and (i) the captions contained in this Agreement are inserted for convenience only and are not
intended to be part of the Agreement, and they shall not affect or be utilized in the construction or interpretation
of the Agreement.
21. Rights Upon Sale. Should Lessee, its Assigns or Sublessees, at any time during the tern of this Agreement,
decide to sell all or any part of the Premises to a purchaser, such sale shall be under and subject to this Agreement
and Owner's rights hereunder. Owner shall not be prohibited from the selling, leasing, or using of any of Owner's
Property or surrounding property for non -wireless communication use, provided such non -communication use
does not interfere with Lessee's operations as set fortli hereunder.
22. Casualtv.
(a) In the event of damage by fire or other casualty to the Leased Premises that cannot reasonably be
expected to be repaired within thirty (30) days following same or, if the Leased Premises is damaged by fire or
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other casualty so that such damage may reasonably be expected to disrupt Lessee's operations at the Leased
Premises for more than thirty (30) days, then either Party may, at any time, following such fire or other casualty,
terminate this Agreement upon fifteen (15) days' written notice to the other party. Any such notice of termination
shall cause this Agreement 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 Agreement and the parties shall make an appropriate
adjustment, as of the date of such casualty, with respect to payments due to the other under this Agreement.
(b) In the event of casualty, or total destruction of the Lessee Facilities, Owner agrees to use its
reasonable efforts to permit Lessee to place a COW and/or other temporary transmission facilities on the Property
until such time as Lessee is able to secure a replacement transmission location for the Lessee Facilities. The
placement of any temporary transmission facilities shall be subject to Owner's prior written consent and all other
necessary government approvals in accordance with the Owner's zoning and land use codes, administrative codes,
ordinances, rules and regulations. Lessee agrees that it will use its reasonable efforts to avoid interfering with
Owner's efforts to redevelop the Property arising out of such casualty or total destruction.
23. No Waiver of Police Power. Owner cannot and hereby specifically does not, waive or relinquish any of its
regulatory approval or enforcement rights and obligations as it may relate to governmental regulations of general
applicability which may govern the Leased Premises, any improvements thereon, or any operations at the Leased
Premises. Nothing in this Agreement shall be deemed to create an affirmative duty of Owner to abrogate its
sovereign right to exercise its police powers and governmental powers by approving or disapproving or taking
any other action in accordance with its zoning and land use codes, administrative codes, ordinances, rules and
regulations, federal laws and regulations, state laws and regulations, and grant agreements. In addition, nothing
herein shall be considered zoning by contract.
24. Survival. The provisions of the Agreement relating to indemnification from one party to the other party shall
survive 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. This Agreement shall replace and supersede any prior agreements between the parties
regarding or covering the Leased Premises.
25. Owner's Public Safety Equipment. Lessee acknowledges and agrees that Owner has the use of the 800
MHz public safety radio systems on the tower for its communications services, or to any replacement system as
the County deems necessary and appropriate.
The following Exhibits are attached to and made a part of this Agreement: Exhibits A, B, C and D.
*%*SIGNATURES ON FOLLOWING PAGE'*
Page 8 of 12
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement on the respective
dates under each signature: Indian River County, Florida, through its County Commission, signing by and
through its Chairman, authorized to execute same by Commission action on the , ......... day of
2022; and City of Vero Beach, through its City Council, signing p�.i+4W, ,its
Mayor, authorized to execute same by Council action on the day of = 20t2'�-
ATTEST: INDIAN RIVER COUNTY FLORfDA -;
By its oard of County Coral �ni:�'sipW1'su r
ti
:b
By:`,.wUw y
Deputy Clerk Peter D. O'Bryan, Chairman
(Official Seal)
Approved as to form and legal sufficiency:
Dylan Reingold
County Attorney
BCC approved: January 11, 2022
ATTEST: CITY O VERO BEA H, FLORIDA
.(7� By:
Tammy K. Bu sic Robert Brackett
City Clerk Mayor
Seal:
Dale:
ADMINISTRATIVE REVIEW
(For Internal Use Only—Sec. 2-77 COVB Code)
Veda. rm and legal sufficiency: Approveas co .formin to municipal policy:
ohm S. "burner Date Mont K. Falls, P.E. Date
City Attorney City Manager
Approved as to financial requirements
ft-' 1 c,\
Cynthia D. Lawson Date
Finance Director
Approved as to technical requirements:
Matthew T. Mitts, P.E. Date
Public Works Director
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EXHIBIT "A"
DESCRIPTION OF LAND
to the Agreement dated,—V 11UctRl-, 2022, by and between the CITY OF
VERO BEACH, a Florida municipal corpbl ?ation, as Owner, and INDIAN RIVER COUNTY,
FLORIDA, a political subdivision of the State of Florida, its affiliates, as Lessee.
The Land is described and/or depicted as follows (metes and bounds description):
A WRITTEN DESCRIPTION OF THE LAND WILL BE PRESENTED HERE OR
ATTACHED HERETO
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EXHIBIT "B"
DESCRIPTION OF PREMISES
to the Agreement dated1j) i 2022, by and between the CITY OF
VERO BEACH, a Florida municipal corporation, as Owner, and INDIAN RIVER COUNTY,
FLORIDA, a political subdivision of the State of Florida, its affiliates, as Lessee.
The Premises are described and/or depicted as follows:
A DRAWING OF THE PREMISES WILL BE
PRESENTED HERE OR ATTACHED HERETO
1. Lessee may replace this Exhibit with a survey ofthe Leased Premises once Lessee receives it.
2. The Leased Premises shall be setback from the Land's boundaries as required by the applicable governmental
authorities or as otherwise permitted upon granting of a setback variance by the applicablegovernmental authorities.
3. The access road's width will be the width required by the applicable governmental authorities, includingpolice and fire
departments.
4. The type, number, mounting positions and locations of antennas and transmission lines are illustrative only. The actual
types, numbers; mounting positions and locations may vary from what is shown above.
5. The location of any utility easement is illustrative only. The actual location will be determined by the servicing utility
company in compliance with all local laws and regulations.
Page 11 of 12
EXHIBIT "C"
to the Agreement dated 2022, by and between the CITY OF
VERO BEACH, a Florida municipal corporation. as Owner, and INDIAN RIVER COUNTY,
FLORIDA, a political subdivision of the State of Florida, its affiliates, as Lessee.
RECORDED AT REQUEST OF, AND
WHEN RECORDED RETURN TO:
City of Vero Beach
P.O. Box 1389
Vero Beach. FL 32961-1389
MEMORANDUM OF AGREEMENT
This MEMORANDUM OF AGREEMENT is entered into on the day of
2022, by the CITY OF VERO BEACH, a Florida municipal corporation,
whose mailing address is P.O. Box 1389, Vero Beach, Florida 32961-1389 ("Owner" or "City"), and
INDIAN RIVER COUNTY, FLORIDA, a political subdivision of the State of Florida, its
affiliates, whose mailing address is 1801 27th Street, Vero Beach, Florida 32960 (the "Lessee").
1. Owner and Lessee entered into a Site Lease Agreement ("Agreement") dated as of the
day of 2022, effective upon full execution of the parties ("Effective Date") for
the purpose of Lessee undertaking certain Investigations and Tests and, upon finding the Property
appropriate, for the purpose of installing, operating and maintaining a communications facility and
other improvements. All of the foregoing is set forth in the Agreement.
2. The term of Lessee's tenancy under the Agreement shall be effective as of the first (I st) day of
January, 2022, for a term of ninety-nine (99) years, with no extension or renewal terms.
3. The Land that is the subject of the Agreement is described in EXHIBIT "A" attached hereto.
The portion of the Land being leased to Tenant and all necessary access and utility easements (the
"Premises") are set forth in the Agreement.
IN WITNESS WHEREOF, the parties have executed this Memorandum of Agreement as of
the day and year first written above.
LANDLORD:
City of Vero Beach,
a Florida municipal corporation
I3y: EXIIIBIT ONLY -DO NOT EXECUTE
Name:
Title:
Date:
Page 12 of 12
TENANT:
Indian River County, Florida,
a political subdivision of the State of Florida
By: EXHIBIT ONLY -DO NOT EXECUTE
Name:
Title:
Date:
CITY OF VERO BEACH
\ OLD NURSERY SITE
\ PARCEL # 33-39-12-00000-3000-00018.0
\ N 1/2 OF THE SW 1/4 OF THE
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Being a parcel of land lying in Section 12, Township 33 South, Range 39 East, Indian River County,
Florida. Said parcel being more particularly described as follows:
The West 70.00 feet, of the East 340.00 feet, of the South 200.00 feet of the North one-half (1/2) of the
Southwest one-quarter (1/4) of the Northwest one-quarter (1/4) of said Section 12. Said parcel lying in
the City of Vero Beach, Indian River County, Florida.
Said parcel subject to an Access and Utility Easement overthe South 50.00 feet thereof, as recorded in
Official Record Book 1112, Page 2016, of the Public Records of Indian River County, Florida.
A TRUE COPY
CERTIFICATION ON LAST PAGE
RECORDED AT REQUEST OF, AND J.R. SMITH, CLERK
WHEN RECORDED RETURN TO:
City of Vero Beach
P.O. Box 1389
Vero Beach, FL 32961-1389
MEMORANDUM OF AGREEMENT
This MEMORANDUM OF AGREEMENT is entered into on the day of
2022, by the CITY OF VERO BEACH, a Florida municipal corporation,
whose mailing address is P.O. Box 1389, Vero Beach, Florida 32961-1389 ("Owner" or "City"), and
INDIAN RIVER COUNTY, FLORIDA, a political subdivision of the State of Florida, its
affiliates, whose mailing address is 1801 27th Street, Vero Beach, Florida 32960 (the "Lessee").
1. Owner and Lessee entered into a Site Lease Agreement ("Agreement") dated as of the
day of 2022, effective upon full execution of the parties ("Effective Date") for
the purpose of Lessee undertaking certain Investigations and Tests and, upon finding the Property
appropriate, for the purpose of installing, operating and maintaining a communications facility and
other improvements. All of the foregoing is set forth in the Agreement.
2. The term of Lessee's tenancy under the Agreement shall be effective as of the first (1 st) day of
, 2022, for a term of ninety-nine (99) years, with no extension or renewal terms.
3. The Land that is the subject of the Agreement is described in Exhibit "A" attached hereto. The
portion of the Land being leased to Tenant and all necessary access and utility easements (the
"Premises") are set forth in the Agreement.
IN WITNESS WHEREOF, the parties have executed this Memorandum of Agreement as of
the day and year first written above.
LANDLORD:
City of Vero Beach,
a Florida municipal corporation
By:
Name:
Title:
Date:
By:
TENANT:
Indian River County, Florida,
a political subdivision of the State of,
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Name: / ,(C•('.Gti �U �Q
Title: Chairman
Date: Julv 13, 2022 <.
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Attest: Jeffrey R. Smith, Clerk of
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[EXHIBIT "A"
Being a parcel of land lying in Section 12, Township 33 South, Range 39 East, Indian River County,
Florida. Said parcel being more particularly described as follows:
The West 70.00 feet, of the East 340.00 feet, of the South 200.00 feet of the North one-half (1/2) of the
Southwest one-quarter (1/4) of the Northwest one-quarter (1/4) of said Section 12. Said parcel lying in
the City of Vero Beach, Indian River County, Florida.
Said parcel subject to an Access and Utility Easement over the South 50.00 feet thereof, as recorded in
Official Record Book 1112, Page 2016, of the Public Records of Indian River County, Florida.
,:TATE OF FLORIDA
INDIAN RIVER COUNTY
THIS IS ERTIFY THAT THIS 1$_ARUE AND CORRECT
COP F E ORIGINAL ON FILE IN HIS ��
JEFFREY R: MATH. k fflt)//
Prepared by:
Office of County Attorney
Indian River County
1801 27" Street
Vero Beach, FL 32960
772-226-1425
A TRUE COPY
CERTIFICATION ON LAST PAGE
J.R. SMITH, CLERK
COUNTY DEED
INDIAN RIVER COUNTY, FLORIDA
THIS DEED, made this 13th day of July, 2022, by INDIAN RIVER
COUNTY, FLORIDA, a political subdivision of the State of Florida, party of
the first part, whose mailing address is 1801 27th Street, Vero Beach, Florida
32960, and City of Vero Beach, a Florida municipal corporation, party of the
second part, whose mailing address is P.O. Box 1389, Vero Beach, FL 32961.
WITNESSETH that the said party of the first part, for and in
consideration of the sum of Ten Dollars ($10.00) to it in hand paid by the party of
the second part, receipt whereof is hereby acknowledged, has granted,
bargained and sold to the party of the second part, its successors and assigns
forever, the following described property in "as is, where is" condition, with no
warranties express or implied, lying and being in Indian River County, Florida:
See Exhibit "A" attached hereto and made a part hereof.
IN WITNESS WHEREOF the said party of the first part has caused
these presents to be executed in its name by its Board of County
Commissioners, acting by the Chairman of said Board, the day and year
aforesaid.
Attest: Jeffrey R. Smith, Clerk of
Court and Comptroller
By:
Deputy Clerk
Approved as to form and
Legal Sufficiency:
Dylan Reingold
County Attorney
INDIAN RIVER COUNTY, FLORIDA
By its Board of County Commissioners .........
�on�M
0.0�ss%;.
By:
Peter D. O'Bryan, Chair(Olari
°-�o�-. � .•oma;'
January 11, 2022 .69LA�vER•COU����•
BCC approved:
(Official Sea[)
1EXHIBiT
'Me North 35 feet of the East 2 acrvs of the WLst 4 acr�-'s of circ
Norm 10 acres of Tract 6 in Section H. . Town ihil) 33 S )ut i, .
Range 39 East, according to the law general Flat of lands of m".
Indian River farms Company filed in the t)ffire ()f 11IL ULArk ()f
the Circuit Court of St. Lucie Ct►unty, Florida in }Teat Book 2 at
page 25, said land now lying, situate and brim; in Indian River
County, Florida.
1- JF FLORWA
W N RIVER COUNTY
$ IST RTIFY THAT THI818 RUE AND CORRECT
oPv T ORIGINAL ON FILE 1 t9 OFFT E.
J FFR R:8 1 H, ` ERK
BY ? C.
DATE �J a�
AtitP.C», ;' . .
moo a"
?t` a trtr1icru.sa:+rtw�twt.�
Prepared by: A TRUE COPY
Office of County Attorney CERTIFICATION ON LAST PAGE
Indian River County J.R. SMITH, CLERK
1801 2711 Street
Vero Beach, FL 32960
772-226-1425
COUNTY DEED
INDIAN RIVER COUNTY, FLORIDA
THIS DEED, made this 13thday of July, 2022, by INDIAN RIVER
COUNTY, FLORIDA, a political subdivision of the State of Florida, party of
the first part, whose mailing address is 1801 27th Street, Vero Beach, Florida
32960, and City of Vero Beach, a Florida municipal corporation, party of the
second part, whose mailing address is P.O. Box 1389, Vero Beach, FL 32961.
WITNESSETH that the said party of the first part, for and in
consideration of the sum of Ten Dollars ($10.00) to it in hand paid by the party of
the second part, receipt whereof is hereby acknowledged, has granted,
bargained and sold to the party of the second part, its successors and assigns
forever, the following described property in "as is, where is" condition, with no
warranties express or implied, lying and being in Indian River County, Florida.-
See
lorida:
See Exhibit "A" attached hereto and made a part hereof.
IN WITNESS WHEREOF the said party of the first part has caused
these presents to be executed in its name by its Board of County
Commissioners, acting by the Chairman of said Board, the day and year
aforesaid.
Attest.- Jeffrey R. Smith, Clerk of
Courtand Comptroller
By: AGni/
Deputy Clerk
Approved as to form and
Legal Sufficiency:
ylan Reingold
County Attorney
INDIAN RIVER COUNTY, FLORIDA
By its Board of County Commissioners
'�o hi Miss •.
Peter D. O'Bryan, Chaidnan '
BCC approved.- January 11, 2022 9��ER COU11�'.
(Official Seal)
- rree�►wwuxa�c#i-*�-s
EXHIBIT "A
Lots 1, 2, 3, and 4, all -in Block 1, PELICAN COVE II,
according to the plat of said subdivision filed in the
office of the Clerk of the Circuit Court of Indian River
County, Florida, and recorded therein in Plat Book 3,
page 79, to and including the mean high water mark of
the Atlantic Ocean and all riparian and littoral rights
appertaining thereto in which the Grantor has interest,
except that part of said Lot four (4) lying West of the
City Park shown on said plat and South of a Westward
projection of the North boundary line of said City Park,
the excepted portion being 12.09 feet wide (East to West)
and 87.25 feet long (North to South)..
"i: tF FLURIGA
;}a,!•. RIA R COTY
1 IS C RTIFY TN HAT
THIS 1 TRUE AND CORRECT
i spe ' T ORIGIN ONFIIEI THIS OFFICE.
FFR,CLE K
6Y D.C.
DATE
r3 �a