HomeMy WebLinkAbout2025-171A TRUE COPY
CERTIFICATION ON LAST PAGE
CLOSING STATEMENT RYAN L. BUTLER, CLERK
and
STATEMENT o!
RECEIPTS AND DISBURSEMENTS
(closing elective 12:01 a.m.)
PURCHASER: Wireless EDGE Towers 111, LLC
SELLER: Indian River County
PURCHASE PRICE: $2,100,000.00
PROPERTY: Cell Tower Easement located at 8811 SR AIA, Vero Beach, FL 32963
CLOSING DATE: September 10, 2025 NN ith Adjustment Date of September 10, 2025
CALCULATION OF PURCHASER'S CONSIDERATION
PURCHASE PRICE:
LESS:
1. Rent received pursuant to Tenant Leases
5 (17,453.33)
(See Exhibit A)
2. Deposits
NA
4. October Rents to be retained by Seller
NA
(See'Exhibit A)
5. Recording Costs
Paid by Wireless EDGE
PLUS:
1. Ground rent paid pursuant to Ground Leases
NA
(See Exhibit _)
2. '
NA
(See Exhibit
$ 2,100,000.00
TOTAL CONSIDERATION DUE FROM PURCHASER: S 2,082,546.67
0
Wire Transfer To:
Bank Name:
ABA Number:
Account Number:
Account Name:
Wire Transfer To:
Bank Name:
ABA Number:
Account Number:
Account Name:
DISBURSEMENT INSTRUCTIONS
Broker Invoice # INV -2125996
Amegy Bank of Texas
113011258
5792564279
SteepSteel, LLC
TD BANK, N.A.
31101266
4.309E+09
INDIAN RIVER COUNTY BOCC CONCENTRATION ACCOUNT
SteepSteel, LLC
Balance to Owner
A TRUE COPY
CERTIFICATION ON LAST PAGE
RYAN L. BUTLER, CLERK
Amount S 126,000.00
Amount S 1,956,546.67
OTE
1. This Closing Statement may be executed in any number of counterparts, each of which shall be deemed an original and all of which taken together shall constitute one
and the same instrument. A signed facsimile of this Closing Statement shall be deemed an original for all purposes hereunder.
2. The parties hereto agree that if any of the proration cannot be or were not calculated accurately on the Closing Date, then the same will be calculated or recalculated
within sixty (60) days after the Closing Date and either party owing the other party a sum of money based on such subsequent proration will promptly pay the sum to the
other party in current funds.
3. In the event this closing statement contains any errors or is inaccurate or incomplete in any way, the parties agree to cooperate with the others and to promptly execute
and deliver any documents, cash, and/or stock as is reasonably necessary to cure any such errors or inaccuracies.
4. The monthly tenant rent prorations are thin the date listed on Exhibit A and may include rent not yet paid by the tenants there under. Sellers' shall be entitled to keep the
rent paid by tenants through the date listed on Exhibit A, but shall promptly forward all future rent checks to Purchaser.
APPROVED, as of this 10th day of September, 2025
PURCHASER: Wireless EDGE Towers III, LLC
By:
Name: Rygn D. Lepine
Title: Vice President
•''�hlMl$$�� .�
Xy G........
SELLER: Indian River County
L
By:
oe-o=seph
E. escher
Q:
ian
:4z
Lq�VER CO\ N,--*
Attest: Ryan L. Butler, Clerk of
Circ it Court and Comptroller
1
By:
putt' Clerk
EXHIBIT A
Indian River County (Seller)
Wireless EDGE Towers III, LLC (Buyer)
Ground Rent Pro -Rations
Closing Date: 9/10/2025
Adjustment Date: 9/10/2025
Tenant Rent Pro -Rations
Lease
Number
Leases
Name
Tenant
Name
Payment
Frequency
Closing
Rent Monthly
Closing
Rent Annually
Rent Paid
From To
Days in Month
of Pro -Ration
Days Remaining
in Period
Total Due
to BUYER
?
Verizon Wireless Personal Communications LP
ATC
Annual
S 30,643.81
$
30,643.81
3/1/2025 9/10/2025
365
171
$
14,356.42
2
New Cingular Wireless PCS, LLC
AT&T
I Monthly
5 3.106.32
$
37,275.84 1
9/1/2025 1 9/10/2025
1 30
1 20
1 $
2,070.88
3
T -Mobile South LLC
T -Mobile
Monthly
S 1,539.04
$
18,468.481
9/1/2025 9/10/2025
3020
1 $
1,026.03
I otar Total $ 17,453.33
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CERTIFICATION ON LAST PAGE
PYAN L. BUTLER, CLERK
BILL OF SALE
THIS BILL OF SALE is made and executed as of September 1, 2025 ("Effective Date"), by the
Indian River County a Florida municipal governmental entity, whose address is 1800 27th Street, Vero
Beach, FL 32960 ("Transferor"), and is delivered to and in favor of Wireless EDGE Towers III, LLC, a
Delaware limited liability company, whose address is 38 West Market Street, Rhinebeck, NY 12572
("Transferee"), in connection with that certain Easement Agreement (the "Easement") and Assignment
and Assumption of Lease Agreement (the "Assignment and, together with the Easement, the
"Agreement"), each dated as of the date hereof by and between Transferor and Transferee wherein
Transferee has agreed to accept from Transferor, and Transferor has agreed to convey, transfer, assign
and deliver to Transferee, certain rights owned by Transferor related exclusively to that certain wireless
telecommunications facility located at 8865 N AIA in the City of Vero Beach, County of Indian River,
State of Florida, as more particularly set forth in Exhibit A annexed hereto (collectively, the "Purchased
Assets"). (Capitalized terms used and not otherwise defined herein shall have the meanings assigned to
such terms in the Agreement).
1. Sale by Transferor. Transferor hereby conveys, transfers, assigns and delivers to
Transferee all of the Purchased Assets, free and clear of any and all mortgages, security interests, pledges,
liens, charges and encumbrances, and Transferee hereby accepts such transfer and assumes and agrees to
perform from and after the Effective Date all of the Transferor's obligations related to the Purchased
Assets. TRANSFEREE ACKNOWLEDGES AND AGREES THAT THE PURCHASED ASSETS ARE
BEING ACQUIRED ON THE EFFECTIVE DATE IN THEIR AS -IS CONDITION ON THE
EFFECTIVE DATE, AND TRANSFEREE IS RELYING SOLELY ON ITS OWN EXAMINATION OF
THE PURCHASED ASSETS AND THE PROVISIONS OF THIS BILL OF SALE.
2. Further Assurances. Transferor covenants and agrees that within one (1) month after the
delivery hereof, Transferor will, upon the reasonable request of Transferee, at no cost to Transferor,
execute, acknowledge and deliver, or will cause to be executed, acknowledged and delivered, all such
further bills of sale, assignments, transfers, or conveyances as may be required for the assigning,
transferring, granting, or conveying to Transferee of the Purchased Assets.
3. Successors and Assigns. This instrument and the covenants and agreements herein set
forth shall inure to the benefit of Transferee and its successors and assigns and shall be binding upon
Transferor and its successors and assigns.
4. Counterparts; Electronic Transmission. This Bill of Sale may be executed in any number
of counterparts, and each of which shall, when executed, be deemed to be an original and all of which
shall be deemed to be one and the same instrument.
(Signature and Acknowledgement Pages Follow)
Bill of Sale
WEC-FL-78
Sea Oaks
below.
A TRUE COPY
CERTIFICATION ON LAST PAGE
=;YAN L. BUTLER, CLERK
IN WITNESS WHEREOF, Transferor has executed this BILL OF SALE on the date last written
TRANSFEROR:
BOARD OF COUNTY COMMISSIONER ......
•• o^�F9'.
INDIAN RIVER COUNTY, FLORIDA
(SEAL)
By:
67 osep er, E. FleschChairman r
BCC approved: 5qpteTber 10, 2025
••'RULER COUNT:••'`
ATTEST: Ryan L. Butler, Clerk of the Circuit Court and Comptroller
B Oas�
Y
Clerk
Approved as to form
and legal sufficiency:
A notary public or other officer completing this certificate
BY )z�verifies only the identity of the individual who signed the
Christ p eij Hicks document to which this certificate is attached, and not the
Coun A rney truthfulness, accuracy, or validity of that document.
TRANSFEROR ACKNOWLEDGMENT
STATE OF FLORIDA:
COUNTY OF INDIAN RIVER:
On the 11th day ofSePtElTbEr in the year 2025 before me, the undersigned, personally appeared Joseph E.
Flescher, personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose
name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in
his/her/their capacity(ies), and that by his/her/their signature(s) on the instrument, the individual(s), or the person
upon behalf of which the individual(s) acted, executed the instrument.
Kimberly K.b , Notary Public
KIMBERLY K. MOIRANO
MY COMMISSION # HH 368125 1 9' 202
EXPIRES; April 9,2W
My Commission Expires:
Bill of Sale
WEC-FL-78
Sea Oaks
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CERTIFICATION ON LAST PAGE
RYAN L. BUTLER, CLERK
TRANSFEREE:
WIRELESS EDGE TOWERS III, LLC,
a Delaware limited liability company
By:
E. Arthur
President
Date: X-;�F„�li -_ 2� 2-
A
A notary public or other officer completing this certificate verifies only the identity of the individual who signed
the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
TRANSFEREE ACKNOWLEDGEMENT
STATE OF NEW YORK
COUNTY OF DUTCHESS
On the --�2 day of &z4, in the year 2025 before me, the undersigned, personally appeared John E. Arthur,
personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is
subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by
his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the
instrument.
(SEAL)
DEBORAH ZIBELLA
Notary Public, State of New York
Registration No. 01ZI6413062
Qualified in Ulster County
Commission Expires January 19, 2Q
Bill of Sale
Notary Public (Signature)
}
1 �-r5r c-1-, 7'tjno-'t�L
Notary Public (Print Name)
My Commission Expires: Iq I
WEC-FL-78
Sea Oaks
STATE OF FLORIDA
4"M RIVER COUNTY
THIS t CE4R;�AT THIS IS A TRUE AND CORRECT
COP TMELHIS OL
BY O.C.
EXHIBIT A DATE g�
1) Easement Agreement dated as of September 1, 2025; and
2) Assignment and Assumption of Lease Agreement dated as of September 1, 2025.
Bill of Sale
WEC-FL-78
Sea Oaks
A TRUE COPY
CERTIFICATION ON LAST PAGE
RYAN L. BUTLER, CLERK
Prepared By and
when Recorded Return to:
Wireless EDGE Towers III, LLC
38 West Market Street
Rhinebeck, NY 12572
Attn: John E. Arthur, President
(Recorder's Use Above this Line)
STATE OF FLORIDA
Premises Property ID: 31392500000002000003.0
COUNTY OF INDIAN RIVER
ASSIGNMENT AND ASSUMPTION OF LEASE AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION OF LEASE AGREEMENT (this "Assignment') is
made as of September 1, 2025 ("Effective Date"), by and between Indian River County, a Florida
municipal governmental entity, whose address is 1800 27th Street, Vero Beach, FL 32960 ("Assignor"),
and Wireless EDGE Towers III, LLC, a Delaware limited liability company ("Assignee").
WHEREAS, Assignor agrees to assign, and Assignee agrees to assume, certain leases with respect
to the property described in Exhibit A attached hereto; and
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties agree as follows:
1. Assignor hereby assigns to Assignee all of Assignor's right, title and interest in and to those
certain lease(s), as amended (collectively, the "Leases") as set forth on Exhibit B attached
hereto.
2. Assignee hereby accepts the assignment set forth in Section 1 hereof and hereby agrees to
assume all of Assignor's obligations under the Leases, and shall perform, discharge, fulfill and
observe all terms, obligations, covenants, conditions and provisions applicable to Assignor
arising from or after the date hereof.
3. Assignor agrees to save and hold Assignee harmless from any and all expenses, charges, claims
and liabilities (including without limitation reasonable attorneys' fees) incurred by Assignee
arising under the Leases as a result of any action or omission of Assignor prior to the date
hereof.
4. Assignee agrees to save and hold Assignor harmless from any and all expenses, charges, claims
and liabilities (including without limitation reasonable attorneys' fees) incurred by Assignor
arising under the Leases as a result of any action or omission of Assignee from and after the
date hereof.
5. This Assignment shall be binding upon and inure to the benefit of Assignor and Assignee and
their respective successors and assigns.
Assignment and Assumption of Lease Agreement
WEC-FL-78
Sea Oaks
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CERTIFICATION ON LAST PAGE
RYAN L. SUTLER, CLERK
6. This Assignment may be executed in any number of counterparts, and each of which shall,
when executed, be deemed to be an original and all of which shall be deemed to be one and the
same instrument.
(Signature and Acknowledgement Pages Follow)
-2-
Assignment and Assumption of Lease Agreement
WEC-FL-78
Sea Oaks
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CERTIFICATION ON LAST PAGE
RYAN L. BUTLER, CLERK
IN WITNESS WHEREOF, the parties have executed this ASSIGNMENT AND ASSUMPTION
OF LEASE AGREEMENT on the date last written below.
ASSIGNOR:
BOARD OF COUNTY COMMISSIONERS,,,,„h.„,•
INDIAN RIVER COUNTY, FLORIDAs`'.o ro..
(SEAL) ^�F•
By: N*
Jose h E. Flescher, Chairma>
BCC approved: ��10, 2025 ;2oi : o�:�•
ATTEST: Ryan L. Butler, Clerk of the Circuit Court and Comptroller •••q���R COUt1 F.'••
By: 20A144,
Clerk
Approved as to form
and legal sufficiency:
STATE OF FLORIDA:
COUNTY OF INDIAN RIVER:
A notary public or other officer completing this certificate
verifies only the identity of the individual who signed the
document to which this certificate is attached, and not the
truthfulness, accuracy, or validity of that document.
ASSIGNOR ACKNOWLEDGMENT
On the 11th day of Sem in the year 2025 before me, the undersigned, personally appeared
Joseph E. Flescher, personally known to me or proved to me on the basis of satisfactory evidence to be
the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their signature(s) on the
instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the
instrument.
3t`►nY KIMBERLY K MOIRA140
:o**? MY COMMISSION # HN 368125
EXPIRES: Apra 9, 2027
Assignment and Assumption of Lease Agreement
KinbErly K. , Notary Public
My Commission Expires:9,2027
-3-
WEC-FL-78
Sea Oaks
A TRUE COPY
CERTIFICATION ON LAST PAGE
RYAN L. SUTLER, CLERK
ASSIGNEE:
Wireless EDGE Towers III LLC
a Delaware limited liability company
By:
N e: John E. Arthur
Title: President
Date:
A notary public or other officer completing this certificate
verifies only the identity of the individual who signed the
document to which this certificate is attached, and not the
truthfulness, accuracy, or validity of that document.
ASSIGNEE ACKNOWLEDGEMENT
STATE OF NEW YORK
COUNTY OF DUTCHESS
On the ca day of in the year 2025 before me, the undersigned,
personally appeared John E. Arthu , personally known to me or proved to me on the basis of satisfactory
evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me
that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the
person upon behalf of which the individual acted, executed the instrument.
(SEAL)
Notary P bllii , StateIBELLA
of New York
Registration No. 01Z16413062
Qualified in Ulster County
Commission Expires January 19, 20!�)
Assignment and Assumption of Lease Agreement
Notary Public (Signature)
Notary Public (Print Name) j
My Commission Expires: 1 l
-4-
WEC-FL-78
Sea Oaks
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CERTIFICATION ON LAST PAGE
RYAN L. BUTLER, CLERK
EXHIBIT A
LEGAL DESCRIPTION OF PROPERTY
DESCRIPTION OF PARENT TRACT
That portion of Government Lot 2, in Section 25, Township 31 South, Range 39 East,
lying and being in Indian River County, Florida, described as follows:
Commence at the Southwest corner of said Government Lot 2; thence run South 890
47' 30" East for 91.67 feet to the point of beginning; thence run North 551 38' 22" East
for 90.40 feet; thence run North 370 39' 49" East for 191.05 feet; thence run North 640
08' 21" East for 264.37 feet, to the Westerly right of way line of State Road No. A1A,
having a 100 foot wide right of way; thence run Southeasterly along said right of way
line, on the arc of a circular curve to the right, concave Southwesterly, having a radius
of 5693.88 feet, through a central angle of 030 36' 09", for an arc distance of 358.00
feet, to the South line of said Government Lot 2; thence run North 890 47' 30" West,
for 590.19 feet to the point of beginning.
-5-
Assignment and Assumption of Lease Agreement
WEC-FL-78
Sea Oaks
STATE OF FLORIDA
INDIAN RIVER COUNTY
THISA TO CERTIFY THAT THIS IS TRUE AND CORRECT
C F THall
INAL iN FRI THIS OFFICE.
N . B ERK
BY —D.C.
DATE
EXHIBIT B
LEASES
1. Land Lease Agreement between Indian River County and Verizon Wireless Personal
Communications LP, LLC, dated May 20, 2007
2. Third -Party Sublease Agreement between Indian River County and Verizon Wireless
Personal Communications LP, and New Cingular Wireless PCS, LLC, dated May 5, 2009
3. Third -Party Sublease Agreement between Indian River County and Verizon Wireless
Personal Communications LP, and T -Mobile South LLC, dated December 18, 2007
-6-
Assignment and Assumption of Lease Agreement
WEC-FL-78
Sea Oaks
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CERTIFICATION ON LAST PAGE
RYA- N L. BUTLER, CLERK
EASEMENT AGREEMENT
Prepared by, Recording Request by and Return to:
Wireless EDGE Towers III LLC
38 West Market Street
Rhinebeck, NY 12572
Attn: John E. Arthur, President
(Recorder's Use Above this Line)
STATE OF FLORIDA
Premises Parcel ID.: 31392500000002000003.0
COUNTY OF INDIAN RIVER
THIS EASEMENT AGREEMENT ("Agreement') is made as of the 1" day of September, 2025
("Effective Date"), by and between Indian River County whose address is 1800 27th Street, Vero Beach,
FL 32960 ("Grantor") and Wireless EDGE Towers III LLC, a Delaware limited liability company
("Grantee") whose address is 38 West Market Street, Rhinebeck NY 12572, Attention: John E Arthur,
President. All references hereafter to Grantee and Grantor shall include their respective heirs, successors
and assigns (Grantee and Grantor, collectively, "Parties").
RECITALS
A. Grantor is the owner of certain real property located at 8865 N AIA in the City of Vero
Beach, County of Indian River, State of Florida as more particularly described on Exhibit A attached
hereto and incorporated herein by reference (the "Grantor's Property").
B. Grantor desires to grant to Grantee, and Grantee desires to obtain from Grantor easements
granting Grantee the right to use a portion of Grantor's Property for the purpose of constructing,
operating, maintaining, repairing, replacing and removing a communications tower and certain related
rights as set forth herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which
Grantor and Grantee agree as follows:
1. Grant of Easement.
(a) Grantor grants, bargains, sells, transfers and conveys to Grantee:
(1) an exclusive easement in, to, under and over the portion of Grantor's Property substantially as
shown and described on Exhibit B-1 ("Communication Easement') for the transmission and
reception of any and all wireless communication signals and the construction, maintenance, repair,
replacement, improvement, operation and removal of towers, antennas, buildings, fences, gates and
related facilities (collectively, "Facilities") and any related activities and uses including those
necessary for Grantee to comply with any obligations arising under any agreements with wireless
service providers or other customers of Grantee, together with the right to enter Grantor's Property
Easement Agreement
WEC-FL-78
Sea Oaks
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CERTIFICATION ON LAST PAGE
RYAN L. BUTLER, CLERK
at any time, day or night, as may be required in connection with the foregoing activities and uses,
andnon-exclusive easements in, to, under and over portions of Grantor's Properties substantially as
shown and described on Exhibit B-2 for ingress and egress to and from the Communication
Easement and a publicly dedicated roadway (the "Access Easement"); and utilities providing
service to the Communication Easement and the Facilities ("Utility Easement"), and any related
activities and uses. The Communication Easement, Access Easement and Utility Easement are
collectively referred to as the "Easements".
(b) The Parties agree that the Communication Easement includes, without limitation, (i) the portion of
Grantor's Property available for use by wireless service providers, if any, and (ii) the portion of
Grantor's Property upon which any Facilities are located, if any on the Effective Date. Grantor and
Grantee acknowledge and agree that American Tower Corporation ("American Tower") currently
operates the Facilities (including the existing telecommunications pole) and will continue to do so under
the terms of that certain lease agreement dated as of February 20, 2007, between the County of Indian
River and American Tower (successor -in -interest to Verizon Wireless Personal Communications L.P.);
as amended (collectively, the "Lease"). Grantee further acknowledges that, as a result of the
aforementioned easement, Grantee will assume the Grantor's rights with regard to the Lease.
(c) Grantee shall maintain the following insurance during the Tenn:
(i) general liability insurance for claims for bodily injury or death and property damage with
combined single limits of not less than $1,000,000 per occurrence with a general aggregate limit of
$2,000,000.
(ii) workers' compensation insurance insuring against and satisfying Grantee's obligations and
liabilities under the workers' compensation law of the State of New Jersey of not less than $1,000,000
per occurrence; and
(iii) if Grantee operates owned, hired or non -owned vehicles on or about the Property,
comprehensive automobile liability insurance with a limit of not less than $1,000,000 combined bodily
injury and property damage.
(iv) an umbrella policy of $2,000,000.
Each such policy (except workers' compensation) shall list Grantor as an additional insured and shall
provide that it will not be terminated during the Term or modified to affect the coverage required except
after thirty (30) days prior notice thereof to Grantor.
Grantee shall have the right to fulfill its insurance obligations under this paragraph by obtaining
appropriate endorsements to any master policy of liability insurance that Grantee or its affiliates may
maintain.
2. Use of Easements. Grantee may use the Easement for the uses described in Section 1 above. In addition,
Grantee shall have the unrestricted right to lease, license, transfer or assign, in whole or in part, or permit
the use of the Easements and/or its rights under this Agreement, by any third parties including
communication service providers or tower owners or operators, and any lessee or licensee under any
existing agreements and the affiliates, agents, contractors, invitees and employees of Grantee and/or
Grantee's present or future lessees or licensees (collectively, "Customers"). All access rights provided
herein shall be deemed extended to any Customers and their agents and representatives.
2
Easement Agreement
WEC-FL-78
Sea Oaks
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CERTIFICATION ON LAST PAGE
RYAN L. BUTLER, CLERK
3. Term. The term of this Agreement ("Term") is for 99 years, beginning on the Effective Date.
4. Easement Fee. Grantee shall pay Grantor a one-time fee in the amount set forth on Schedule 1 attached
hereto and made a part hereof ("Fee"). The Fee is due and payable on the Fee Payment Date. The "Fee
Payment Date" is the earlier of (i) the Effective Date or (ii) the date Grantor and Grantee finalize the
transactions resulting in this Agreement pursuant to the Letter of Intent — Indian River County, Sea Oaks
Wastewater Plant — Communications Easement for Tower dated � L)VXP, t 7. , 2025.
Grantee's failure to remit payment for the Fee pursuant to this paragraph shall be deemed to be a default
under this Agreement.
5. Termination. This Agreement may not be terminated by Grantor. In addition to other termination rights
contained in this Agreement, this Agreement may be terminated by Grantee, upon 30 days' prior written
notice to Grantor. Upon termination, Grantor and Grantee shall execute and record such documents
reasonably required to terminate the Easements.
6. Improvements; Utilities. Grantee and its Customers, may, at their discretion and expense, construct
such improvements in, to, under and over the Easements, consistent with the uses specified in Sections 1
and 2, all of which shall be deemed part of the Facilities. The Facilities shall remain the property of Grantee
and its Customers, as applicable, and Grantor shall possess no right, title or interest therein. In the event
that utilities necessary to serve the Facilities cannot be installed within the Easements, Grantor agrees to
cooperate with Grantee and to act reasonably and in good faith in granting Grantee the right to locate such
utilities on Grantor's Property without requiring the payment of additional fees. If necessary, Grantor shall,
upon Grantee's request, execute and record a separate written easement with Grantee or with the utility
company providing the utility service to reflect such right. Grantor agrees to cooperate with Grantee in
obtaining, at Grantee's expense, all licenses and permits required for Grantee's and Grantee's Customers'
use of the Easements and Grantor hereby irrevocably constitutes and appoints Grantee as its true and lawful
attorney-in-fact, with full power of substitution and re -substitution, to apply for and obtain any and all
licenses, permits, consents or approvals which may be required in connection with the use of the Easements
by Grantee, in the name of Grantor or Grantee, as necessary to comply with applicable laws, statutes or
regulations.
7. Taxes. Grantor shall pay, on or before the due date, all present and future real property taxes, transfer
taxes, penalties, interest, roll -back or additional taxes, sales and use taxes and all other fees and assessments
(the "Taxes") attributable to Grantor's Property, this Agreement, and the Easements regardless of the party
to whom such Taxes are billed. Grantee shall reimburse Grantor in full for any property taxes assessed
against Grantor but directly attributed to the Facilities within thirty (30) days of Grantor's request for such
reimbursement, provided that such request is accompanied by documentation reasonably supporting such
request. Within ten (10) days of receiving a request from Grantee, Grantor shall furnish to Grantee a copy
of each bill for any such Taxes and evidence of Grantor's payment of such bill. If Grantor fails to pay any
Taxes when due, Grantee shall have the right, but not the obligation, to pay such Taxes on behalf of Grantor.
Grantor shall reimburse Grantee for the full amount of such Taxes paid by Grantee on Grantor's behalf
within five (5) business days of Grantor's receipt of an invoice from Grantee.
8. Environmental Covenants and Indemnity. Grantor represents that it has not permitted or engaged in
the use of, and has no knowledge of, any substance, chemical or waste (collectively "Hazardous
Substance") located on, under or about Grantor's Property that is identified as hazardous, toxic or
dangerous in any applicable federal, state or local law or regulation. No underground storage tanks for
petroleum or any other Hazardous Substance, or underground piping or conduits, are or have previously
Easement Agreement
WEC-FL-78
Sea Oaks
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CERTIFICATION ON LAST PAGE
RYAN L. BUTLER, CLERK
been located on Grantor's Property, and no asbestos -containing insulation or products containing PCB or
other Hazardous Substances have been placed anywhere on Grantor's Property by Grantor or, to Grantor's
knowledge, by any prior owner or user of Grantor's Property. Neither Grantor nor Grantee will introduce
or use any such Hazardous Substance on, under or about Grantor's Property in violation of any applicable
law or regulation. Grantor and Grantee shall each defend, indemnify, protect and hold the other party
harmless from and against all claims, costs, fines, judgments and liabilities, including attorney's fees and
costs, arising out of or in connection with the presence, storage, use or disposal of any Hazardous Substance
on, under or about Grantor's Property caused by the acts, omissions or negligence of the indemnifying party
and their respective agents, contractors and employees. The foregoing indemnity shall survive any
termination of this Agreement.
9. General Indemnity. In addition to the Environmental Indemnity set forth above, Grantor and Grantee
each indemnify, defend and hold the other harmless against any and all costs (including reasonable
attorney's fees) and claims of liability or loss arising (i) due to the breach of any representation, warranty
or covenant of such indemnifying party set forth herein; and (ii) out of the use and/or occupancy of
Grantor's Property and Easements by the indemnifying party. This indemnity shall not apply to any claims
to the extent arising from the gross negligence or intentional misconduct of the indemnified party.
10. Secured Parties. Grantee has the unrestricted right to assign, mortgage or grant a security interest in all
of Grantee's interest in and to this Agreement and the Easements, and may assign this Agreement and the
Easements to any such assignees, mortgagees or holders of security interests, including their successors and
assigns ("Secured Party" or, collectively, "Secured Parties"), without the consent of Grantor. Grantor
agrees to notify Grantee and Secured Parties simultaneously of any default by Grantee and give Secured
Parties the same right to cure any default. If a termination, disaffirmation or rejection of this Agreement
by Grantee shall occur, pursuant to any laws (including any bankruptcy or insolvency laws), or if Grantor
shall terminate this Agreement for any reason, Grantor will notify Secured Parties promptly and Grantor
shall enter into a new easement agreement with any such Secured Party upon the same terms of this
Agreement, without requiring the payment of any additional fees. If any Secured Party shall succeed to
Grantee's interest under this Agreement, such Secured Party shall have no liability for any defaults of
Grantee accruing prior to the date that such Secured Party succeeds to such interest. Grantor will enter into
modifications of this Agreement reasonably requested by any Secured Party. Grantor hereby waives any
and all lien rights it may have, statutory or otherwise, in and to the Easements and/or the Facilities or any
portion thereof. Grantor acknowledges that Secured Parties are third -party beneficiaries of this Agreement.
11. Assignment. Grantee may assign or transfer this Agreement and all or any part of the Easements without
the prior consent of Grantor. Upon assignment, Grantee shall be relieved of all liabilities and obligations
under this Agreement, provided that the recipient of such assignment agrees to be bound by the terms of
this Agreement. Grantee shall also have the right to lease or sublet the Easement Premises without the prior
consent of Grantor.
12. Casualty and Condemnation. If, prior to the expiration of the Term, all or any material portion of
Grantor's Property is damaged or destroyed by fire or other casualty, or taken by governmental authority,
Grantee may, in its sole discretion, terminate this Agreement upon written notice to Grantor. If Grantee
does not elect to exercise its option to terminate this Agreement as aforesaid, this Agreement shall remain
in full force and effect. In the event of any condemnation of the Easements in whole or in part, Grantee
shall be entitled to file claims against the condemning authority for, and to receive the value of the portion
of Grantor's Property so taken on which the Easements are located, business dislocation expenses and any
other award or compensation to which Grantee may be legally entitled. Grantor hereby assigns to Grantee
4
Easement Agreement
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RYAN L. BUTLER, CLERK
any such claims and agrees that any claims made by Grantor will not reduce the claims made by Grantee.
Grantee shall be entitled to receive any insurance proceeds or condemnation award attributable to Grantee's
personal property and its interest in this Agreement and the Easements throughout the term of this
Agreement. Grantor shall not settle or compromise any insurance claim or condemnation award relating to
the Easement without Grantee's prior written approval, which shall not be unreasonably withheld.
13. Covenant Running with the Land. The provisions of and covenants contained in this Agreement shall
run with the land and shall bind and inure to the benefit of the Parties and their respective successors, heirs
and assigns.
14. Dispute Resolution.
(a) If Grantee fails to perform or otherwise breaches any of its obligations under this Agreement,
Grantor agrees to notify Grantee and any Secured Parties in writing, and to give Grantee and/or any
Secured Parties the right to cure any such default within a period of not less than sixty (60) days from
Grantee's receipt of the written default notice. If Grantee or any Secured Parties shall fail to cure any
default in accordance with this Section, Grantor agrees that its sole remedy for such default shall be to
utilize the process set forth herein, and that any and all damages for which Grantor may be compensated
is limited to the actual damages of Grantor, which shall in no event exceed the amount of consideration
paid by Grantee for this Agreement. If any dispute or claim arises that could impair the use or possession
of the Facilities by Grantee or its Customers, Grantee shall have the right to seek injunctive relief,
without the necessity of posting a bond. In no event will a Secured Party have any obligation to cure a
default by Grantee.
(b) Except as set forth in Section 14(a), in the event of any dispute arising out of this Agreement, the
following dispute resolution process shall be followed: (1) upon a party's written notice of dispute to
the other party, an authorized representative of the Grantor and Grantee shall, through a good faith
negotiation, attempt to settle a written resolution within thirty (30) days and (2) if such negotiation
attempts fail, the dispute may be submitted by either party to a court having jurisdiction over such
dispute and shall be entitled to pursue any and all legal and equitable rights and remedies permitted by
applicable law, subject to the terms of this Agreement, and the prevailing party shall be entitled to
recover attorney's fees and costs from the non -prevailing party.
15. Notices. All notices, requests, demands and other communications hereunder shall be in writing and
shall be deemed given one (1) day after posting with a nationally recognized overnight courier service, or
the earlier of receipt or ten (10) days after posting by registered or certified mail, return receipt requested,
to the addresses of Grantor and Grantee set forth in the first paragraph of this Agreement. Either party may
change its notice address by providing a new recipient name and address by notice as set forth in this
paragraph.
16. Right of First Refusal. In the event Grantor shall receive a bona fide offer from a third party to purchase
or if Grantor intends to communicate to a third party an offer to sell, (a) all or any portion of the Easements,
(b) any adjoining or adjacent property subject to an Easement hereunder or (c) this Agreement or any rights
hereunder including the right to receive rent (in each case, the "Sale Assets"), Grantor shall first
communicate the terms of such offer to Grantee, provide a copy of the bona fide offer to Grantee and offer
to sell such property to Grantee upon the same terms and conditions, including any financing terms. Grantee
shall have thirty (3 0) days from receipt of said notice from Grantor to accept said offer in writing. If Grantee
accepts Grantor's offer within thirty (30) days, Grantor shall be bound to sell the Sale Assets to Grantee,
Easement Agreement
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,V.Ib L. BUTLER. CLERK
and Grantee shall be bound to purchase the Sale Assets from Grantor, in accordance with the bona fide
offer. If Grantee purchases the Sale Assets pursuant to this paragraph, any easements granted from Grantor
to Grantee shall become permanent easements without further consideration. If Grantee fails to exercise
such right of first refusal within the stated time, Grantor may sell the Sale Assets subject to any and all
terms and conditions of this Agreement; provided, however, that if the terms of sale change and if Grantor
has not sold or transferred title to such property within ninety (90) days of the date of Grantor's written
notice to Grantee, any such sale and transfer of title shall again be subject to Grantee's said right of first
refusal. Grantee's right of first refusal shall continue in effect as to any subsequent proposed sale by the
current Grantor or by any transferee. Notwithstanding the aforementioned, Grantor may sell the Property
to a third party that is not a competitor of Grantee and subject to section 17 below.
17. Exclusivitv. Grantor shall not grant any interest in any portion of the Easements to any third party nor
grant any portion of Grantor's Property or Grantor's other properties within a three (3) mile radius from the
Property to a third party which intends to use Grantor's Property for telecommunications purposes, without
the prior written consent of Grantee, in Grantee's sole and absolute discretion. Notwithstanding the
foregoing, Grantor may use any portion of Grantor's Property or Grantor's other properties for Grantor's
own, individual, telecommunications requirements.
18. Miscellaneous. (a) This Agreement and all Exhibits attached hereto constitute the entire agreement and
understanding of Grantor and Grantee with respect to the subject matter of this Agreement, and supersedes
all offers, negotiations and any other written or verbal agreements, including the Option for Easement
Agreement between Grantor and Grantee (except for the indemnity obligations relating to brokers which
shall survive); (b) any amendments to this Agreement must be in writing and executed by both parties; (c)
this Agreement is governed by the laws of the State in which Grantor's Property is located; (d) if any term
of this Agreement is found to be void or invalid, such provision shall be fully severable herefrom and such
invalidity shall not affect the remaining terms of this Agreement, which shall continue in full force and
effect, and this Agreement shall be reformed and construed as if such invalid provision had never been
contained herein, and if possible, such provision shall be reformed to the maximum extent permitted under
applicable law to render same valid, operative and enforceable to reflect the intent of the Parties as
expressed herein; (e) the paragraph headings of this Agreement have been inserted for convenience of
reference only, and shall in no way modify or restrict the terms of this Agreement; (f) Grantor acknowledges
that Grantee has not provided any legal or tax advice to Grantor in connection with the execution of this
instrument; and (g) this Agreement may be executed in any number of counterparts, any of which may be
executed and transmitted by email, facsimile or other electronic method (e.g., docusign), and each of which
shall, when executed, be deemed to be an original and all of which shall be deemed to be one and the same
instrument.
19. Maintenance and Access. Grantor agrees to be solely responsible for the maintenance of Grantor's
Property. Grantor agrees to provide Grantee and its Customers access to and from the Easements consistent
with the grant of the Easements set forth in Section 1 above, twenty-four (24) hours a day, seven (7) days
a week.
20. Estoppel. Non -Disturbance and Attornment. Grantor agrees, from time to time, upon not less than 10
days prior written notice from Grantee, to execute and deliver to Grantee a written estoppel certificate
certifying that as of the date of the certification: (i) this Agreement is a valid enforceable agreement,
presently in full force and effect; (ii) whether Grantor has any knowledge of any default or breach by
Grantee under any of the terms, conditions, or covenants of this Agreement; (iii) the Term (its
commencement and termination dates) and the term of any option or renewal periods granted to Grantee to
6
Easement Agreement
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*1'.1!0t L.. BUTLER, CLERK
extend the Term; (iv) the amount of the then -current Fees payable under this Agreement; or with respect to
the Easements under a separate agreement, (v) attached to the certification is a true and correct copy of the
Agreement and all amendments thereto, (vi) and such other facts as Grantee or its prospective mortgagee
or purchaser may request. Other than with regard to the Sorge Mortgage, Grantor shall obtain for Grantee
from the holder of any mortgage and deed of trust now or hereafter encumbering Grantor's Property a
subordination and non -disturbance agreement in a form provided upon request by Grantee, providing that
so long as Grantee is not in default under this Agreement, its rights as holder of the Easements hereunder
shall not be terminated and its access to and possession of Grantor's Property shall not be disturbed by the
mortgagee or trustee, or by any proceedings on the debt which any such mortgage or deed of trust secures,
and that any sale at foreclosure shall be subject to this Agreement.
21. Recording. An original of this Agreement (or a memorandum of this Agreement) will be placed of
record, at Grantee's cost, in the county and state where the Grantor's Property is located, after removing
Schedule 1.
[SIGNATURE PAGES FOLLOW]
Easement Agreement
WEC-FL-78
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A TRUE COPY
CERTIFICATION ON LAST PAGE
RYAN L. BUTLER, CLERK
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written
above.
(SEAL)
GRANTOR:
BOARD OF COUNTY COMMISSIONERS,
INDIAN RIVER COUNTY, FLORIDA
BCC approved: SePtariber 109 2025
ATT : Ryan L. B er, Clerk of the Circuit Court and Comptroller
By:
Clerk
Approved as to form
and legal sufficiency
Chris ophe Hicks
County Attorney
STATE OF FLORIDA:
COUNTY OF INDIAN RIVER:
��.Gph1VIS
......
- 4 R�P.
.,yyR�✓f.R COU���:
A notary public or other officer completing this certificate
verifies only the identity of the individual who signed the
document to which this certificate is attached, and not the
truthfulness, accuracy, or validity of that document.
GRANTOR ACKNOWLEDGMENT
On the 11th day of.SePteTber in the year 2025 before me, the undersigned, personally appeared
Joseph E. Flescher, personally known to me or proved to me on the basis of satisfactory evidence to be
the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their signature(s) on the
instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the
instrument.
KIMBERLY K. MMANO
'* MY COMMMSION # HH 388125
�WIRE8:*I9.2027
Easement Agreement
e""Nd
Kimberly 1 . ire , Notary Public
My Commission Expires: April 9, 2027
WEC-FL-78
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A TRUE COPY
CERTIFICATION ON LAST PAGE
RYAN L. BUTLER, CLERK
GRANTEE:
Wireless EDGE Towers III LLC,
a Delaware limited liability company
By:
Namep 4ohn/E. Arthur
le
Title: President
Date:. ���,�.�-,�E/L Z Zo -LS-
A notary public or other officer completing this certificate
verifies only the identity of the individual who signed the
document to which this certificate is attached, and not the
truthfulness, accuracy, or validity of that document.
GRANTEE ACKNOWLEDGMENT
STATE OF NEW YORK:
COUNTY OF DUTCHESS:
On the ,'>- day of in the year 2025 before me, the undersigned, personally
appeared John E. Arthur, personally known to me or proved to me on the basis of satisfactory evidence to
be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me
that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their signature(s) on
the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the
instrument.
DEBORAH ZIBELLA
Notary Public, State of New York
Registration No. 01Z16413062
Qualified in Ulster County
Commission Expires January 119,200
Easement Agreement
Notary Public
My Commission Expires: 1 I n I'Q 9
0
WEC-FL-78
Sea Oaks
A TRUE COPY
CERTIFICATION ON LAST PAGE
RYAN L. BUTLER, CLERK
EXHIBIT A
LEGAL DESCRIPTION OF GRANTOR'S PROPERTY
DESCRIPTION OF PARENT TRACT
That portion of Government Lot 2, in Section 25, Township 31 South, Range 39 East,
lying and being in Indian River County, Florida, described as follows:
Commence at the Southwest corner of said Government Lot 2; thence run South 89°
47' 30" East for 91.67 feet to the point of beginning; thence run North 550 38' 22" East
for 90.40 feet; thence run North 370 39' 49" East for 191.05 feet; thence run North 640
08' 21" East for 264.37 feet, to the Westerly right of way line of State Road No. A1A,
having a 100 foot wide right of way; thence run Southeasterly along said right of way
line, on the arc of a circular curve to the right, concave Southwesterly, having a radius
of 5693.88 feet, through a central angle of 030 36' 09", for an arc distance of 358.00
feet, to the South line of said Government Lot 2; thence run North 890 47' 30" West,
for 590.19 feet to the point of beginning.
10
Easement Agreement
WEC-FL-78
Sea Oaks
A TRUE COPY
CERTIFICATION ON LAST PAGE
RYAN L. BUTLER, CLERK
EXHIBIT B-1
COMMUNICATION EASEMENT
That portion of Grantor's Property on which any Facilities (other than those located within any Utility
Easements and Access Easements) exist on the date of this Agreement, and that portion of Grantor's
Property described as follows:
DESCRIPTION OF PROPOSED EASEMENT PARCEL
That portion of Government Lot 2, in Section 25, Township 31 South, Range 39 East,
lying and being in Indian River County, Florida, described as follows:
Commence at the Southwest corner of said Government Lot 2; thence run South 890
49' 40" East along the South line of said Government Lot 2, a distance of 91.67 feet;
thence continue South 890 49' 40" East along the South line of said Government Lot 2,
a distance of 412.76 feet; thence North 000 09' 17" East a distance of 36.26 feet to the
POINT OF BEGINNING; thence North 890 50'43" West a distance of 25.00 feet; thence
North 000 09' 17" East a distance 110.00 feet; thence South 890 50' 43" East a distance
of 35.00 feet; thence South 000 09' 17" West a distance of 35.00 feet; thence South
890 50' 43" East a distance of 15.00 feet; thence South 000 09' 17" West a distance of
20.00 feet; thence North 890 50' 43" West a distance of 15.00 feet; thence South 000
09' 17" West a distance of 55.00 feet; thence North 890 50' 43" West a distance of
10.00 feet to the POINT OF BEGINNING.
Containing an area of 4,150 square feet, or 0.10 acres, more or less.
See attached Survey, Sheet 1 of 1, dated 9/02/2025, prepared by William B. Zentz &
Associate, Inc.
Easement Agreement
WEC-FL-78
Sea Oaks
N
Attachment to EXHIBIT B-1
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A TRUE COPY
CERTIFICATION ON LAST PAGE
"YAN L. BUTLER, CLERK
EXHIBIT B-2
ACCESS AND UTILITY EASEMENTS
That portion of Grantor's Property on which any Facilities exist on the date of this Agreement for access
and utility providers, including the following:
Access Easement
All rights of ingress and egress across Grantor's Property, more fully described on Exhibit "A" hereof, to
and from the Communication Easement described in Exhibit B-1 hereof, providing access to a publicly
dedicated roadway, including State Road AIA (the "Access Easement"), along with the right to use said
Access Easement for the development, repair, maintenance and removal of utilities providing service to the
Communication Easement and the Facilities, as defined herein, and any related activities and uses, as well
as the right to clear the Access Easement of trees, limbs, undergrowth and other physical objects regardless
of the location of such trees, limbs, undergrowth and other objects). Said Access Easement being more
fully described as follows:
See below Description of Access & Utility Easement prepared by William B. Zentz &
Associate, Inc., on 9/2/2025.
Utility Easement
All rights for the development, repair, maintenance and removal of utilities providing service to the
Communication Easement and the Facilities, as defined herein, and any related activities and uses in, along,
under and over the Access Easement and the property substantially described in Exhibit B-1 ("Utility
Easement"), as well as the right to clear the Utility Easement of trees, limbs, undergrowth and other
physical objects regardless of the location of such trees, limbs, undergrowth and other objects). Said Utility
Easement being more fully described as follows:
See below Description of Access & Utility Easement prepared by William B. Zentz &
Associate , Inc., on 9/2/2025.
DESCRIPTION OF ACCESS & UTILITY EASEMENT
A 15.00 foot wide strip of land in Government Lot 2, in Section 25, Township 31 South, Range
39 East, Indian River County, Florida, the sidelines of which lying 7.50 feet on each side of the
following described centerline:
Commence at the Southwest corner of said Government Lot 2; thence run South 891 49' 40"
East along the South line of said Government Lot 2, a distance of 91.67 feet; thence continue
South 891 49' 40" East along the South line of said Government Lot 2, a distance of 412.76
feet; thence North 001 09' 17" East a distance of 36.26 feet; thence North 890 50' 43" West a
distance of 17.50 feet to the POINT OF BEGINNING of the herein described centerline; thence
South 000 09' 17" West a distance of 28.76 feet; thence South 891 49' 40" East, parallel to and
7.50 feet Northerly of, when measured right angles to, said South line of Government Lot 2, a
13
Easement Agreement
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A TRUE COPY
CERTIFICATION ON LAST PAGE
RYAN L. BUTLER, CLERK
distance of 131.18 feet; thence North 671 43' 14" East a distance of 54.64 feet to a point on the
West right-of-way (r/w) line of State Road No. AlA (100' r/w width), said point being the POINT
TERMINATION of the herein described centerline.
The sidelines of said 15 foot wide strip to be extended or trimmed, as necessary, to form one
contiguous shape, and to meet the Westerly R/W line of State Road No. AlA at the point of
termination.
14
Easement Agreement
WEC-FL-78
Sea Oaks
STATE OF FLORIDA
INDIAN RIVER COUNTY
THIS 1 TO CERTIFY THAT THIS IS A TRUE AND CORRECT
COP THE OR INAL FILE HIS OFFICE.
l K
BY D.C.
DATES
SCHEDULE 1
EASEMENT FEE
Two Million One Hundred Thousand Dollars ($2,100,000.00)
15
Easement Agreement
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