HomeMy WebLinkAbout1998-104This instrument prepared by
and after recordation, return to:
Trey Baldy
Holland & Knight LLP
Post Office Box 1288
Tampa, Florida 33601
CONSENT AND ESTOPPEL AGREEMENT
This Consent and Estoppel Agreement (this "Agreement") is made as of the g day of
1998, by and between Indian River County, Florida, a political subdivision of the State of
Florida ("County") and Pinnacle Towers Inc., a Delaware corporation ("Pinnacle").
County entered into a License Agreement with Sandab Communications Limited
Partnership, 11, a Delaware limited partnership ("Seller") dated as of March 17, 1992, recorded at
Official Records Book 930 page 2984, and re-recorded at Official Records Book 932 page 606, all
of the Public Records of Indian River County, Florida, a copy of which, together with all
modifications, extensions, renewals, replacements, and consolidations thereof, are attached as
Exhibit A (the "License").
Seller has entered or proposes to enter into an Asset Purchase Agreement with Pinnacle
with respect to certain assets of Seller, including without limitation the License and Seller's interest
thereunder. Pinnacle seeks to obtain a consent and estoppel agreement from County to, among
other reasons, be assured of continued possession under the License. County is willing to enter
such agreement on the following terms and conditions.
Now, therefore, for valuable consideration, County and Pinnacle agree as follows:
1. County is the owner of the premises described in the License (the "Premises") and
is the licensor of the Premises pursuant to the License, The term of the License is thirty (30) years,
commencing on Juno 22, 1993 and terminating on Juno 22, 2023,
2. There are no mortgages or other liens or encumbrances on the Premises.
3. Pursuant to Paragraph 4 of the License, County hereby gives its consent to the
assignment of the License to Pinnacle, and the assumption of the License by Pinnacle.
4. The License Agreement is a valid enforceable agreement and is presently in full
force and effect. On the date of this Agreement, neither County nor, to County's knowledge,
Seller is in default of any of the terms, conditions or covenants of the License Agreement, and
there are no counterclaims or defenses to the enforcement of the License Agreement in favor of
either County or, to the best of County's knowledge, Seller.
5. County agrees that the communications towers currently located on the Premises,
and any additional tower constructed by Pinnacle on the Premises (collectively, the "Towers"), will
remain personal property and will not become a part of the Premises, and will not be owned by
County, and that Pinnacle may enter into the Premises at any time to remove the Towers, at its
own expense. County hereby waives and releases any and all rights, liens, interests, and claims,
whether statutory or othorwlso, to tho Towers,
6. County consents to Pinnacle's collateral assignment and mortgage of its rights under
the License, the Towers and all of Pinnacle's other personal property and fixtures attached to the
Premises to NationsBank of Texas, N.A. (or any other creditor or lender of Pinnacle) as security
for a loan to Pinnacle.
7. The parties agree that the word "it" in the second sentence of Section 4 of the June
22, 1993 Amendment of the License is hereby replaced with "WGYL."
8. All notices, approvals, consents, and other communications referred to herein or in
the License shall be in writing and sent by certified mail, return receipt requested, addressed to the
parties at their addresses set forth below or to such other address as either party shall specify by
notice to the other.
9. This Agreement shall be binding upon and inure to the benefit of County and
Pinnacle and their respective successors and assigns.
10. This Agreement shall become effective if and when the above -referenced Asset
Purchase Agreement between Pinnacle and Seller is executed.
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IN WITNESS WHEREOF, County and Pinnacle have executed this Agreement as of the
day and year first above written.
WITNESSES: COUNTY:
Name: FA -naso A o: e
ame: 41_1 A- 47. W M / rC
Name: "DONNA TR tDLO
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INDIAN RIVER COUNTY, FLORIDA,
a political subdivision of the State of Florida
By:
1, cl'c51iYi�;1i ,
County's Address:
BOARD OF COUNTY COMMISSIONERS
coy RIVL'F(I.UUNIY
38703t., aunc N.158
Vern Rwacll FIor$da 329&1
PINNACLE:
PINNACLE TOWERS INC.,
a Delaware corporal
By:
Marti
Assi
Pinnacle's Address:
Pinnacle Towers Inc.
1549 Ringling Blvd., 3rd Floor
Sarnota, Florida 34236
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STATE OF FLORIDA
COUNTY OF
Execution of the
7h,r,�r , 1998, by
Of �T�'-- I -
tv _I I_I I
foregoing instrument
u9
was acknowledged
,as fi
He/She is either
peso
(AFFIX NOTARIAL SEAL)
Commission No.
STATE OF FLORIDAID✓a
COUNTY OF YaS
be
, on behalf of the
f re me this 5 day of
of
e,
known to me or has produced
as identification.
A h)47459
otary ic, State of Florida
Name:
Mcs&WWu
$ h Koury Publics Soo of Fbrid�
Cam No. CCS76N3
It.00r ri''4r Comdata Eq. 01/13
/2000
r.cpgdoture• At tiara Ira aSSWOa.
m tYtiti hSYMIlrtmmwmrw»ww'v,
A Execution of the foregoing,insjment was acknowledged before me this jL day of
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'gY n , 1998, by PLUL Il1k. f-ttlJartkl c , as Assistant Secretary of Pinnacle Towers
Inc., a Delaware corporation, on behalf of the oo tion. He is either to me or
has produced a driver's license as identi'cation.
V _ _
OFFICIAL NOTARY x4
it
L SetitfieN RWM
t cc,fl to
0 `off "^ MIIISON Norma
Commission No.
TPA3-323708.4
-4-
toyed-
Notary Public, State of Florida
Name:s.�rtd 54h c
My Commission Expires: l
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fiPR 15 '96 14:01 TO 407 562 4747
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FROM ROCKLAND INVESTMENTS T-275 P.02
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AMENDMENT
LICENSE AGREEMENT
between
SANDAH COMNGNICATIONS
LICED ENSEE)
and II
after
and
INDIAN RIVER COUNTY, FLORIDA
Hoard of County'Commissionore
(hereinafter GRANTOR) .
EXHIBIT A,
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THIS AMENDMENT WITNESSETH THAT:
MMUS, on March 17, 1992, the GRANTOR and LICENSEE entered into a
license agreement for the use of certain land at the south County Transfer
station for use as a radio tower) and
WHEREAS, LICENSEE now wishes to extend the tern of the License and make
certain other changes) and
FBAs, the Department of Emergency services agrees to these changes
provided that the 'GRANTOR gets an additional space on the tower for use in
the county's emergency communications)
NOW, THEREYORE, TOR AND IN CONSIDERATION 01 THESE COVENANTS, THS GRANTOR
AND LICENSEE AGREE AS YOLLOWS:
1. That existing License dated March 17, 1992, a copy of which is attached
as Exhibit "A," is hereby amendid as follows:
The original term of the license; that is, 16 years, shall be changed to
30 years from the date of the amendment.
2. paratfraph /1 of the License relating to rant shall be changed as
follows:
LICENSEE does hereby covenant and agree to pay GRANTOR and the GRANTOR
agrees to accept as rental under this License the following amounts,
$1,200 per year for the flat five years o1 the Lianas and for
each year thereafter the rental shalt be increased by not more thais
n
$500 per r or
Consumer eachice year Hdex are due increase, in advance whicheatr the
grreater. The payments for
beginning of each year.
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PPR 15 '96 14:02 TO 407 562 4747
FROM ROCQPt4O INVESTMENTS T-275 P.03
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3. paragraph 42 of the License shall be amended to increase the number of
free antenna spaces provided to GRANTOR from "one" to "two" with the
second space to be between 400 and SOOrfeetean tha ace tower.for the InGaaddition
the LICENSEE shall be required to p P
S
transmitter equipment in the building located on the licensed premises.
4. The original License is amended by adding a new paragraph, as follows:
WGYL will be held harmless by GRANTOR for •any and all costs that
may b. incurred
di or ov toxicunacceptable waste
the
that may have beeneposdin the landfillprior
construcion of IL
ower
YL
s
OR
harmlesst
tfrom any hand 0all tclaims ifor damages rwhich Gmay hbedcaus�Tto
it by GRSNTOR's clean-up of anytoxric or hdasardoUe wasstate te
problems
at the site, which clean-up i
regulatory ageneses with JUELedsohson.
Except for these changes, all other provisions
re -adopted and shall remain in cull force and effect.
IN wITNLss wHLRLOF,'BUYER and SELLER
9 R have entered into this addendum on
this yi � day of ? u N 1�� —�
of the License are
witness
printed n
A
DO)!rWRIGHT
Witness
printed name ti •ETTA LopRESfl
CHartonfaC19fk
1/41,41i;C-14.4.. Polo WI; we.
MTATI OF ItO EUR
INDIAN RIVER COUNTY'
THIS 1S TO CERTIFY THAT ITOS TS •
A IRU! AND CORRECT COPY OE
TH1 ORIGINAL ON FILI IN THIS
OFFICE.
IY
n1.....te `'i a--
I t REY.L � it N;CLERK
D.C.
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SANDAB COMMUNICATIONS LIMITED
PARTNERSHIP, II, a Delaware limited
partnership
Byt Sand tbCom? icatione, II, Inc.
sign
printed name: (aHOFF G. C»164
title: coM1v. BNaiNLreo.
(SEAL)
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INDIAN RIVER COUNTY, FLORIDA
Board of Coyyty Com ssiono`
By
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Richar�ird, Chairman
(SEAL)
..0._ manias .•r,•. ....�,�........
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APR 15 '96 14:02 TO 407 562 4747 FROM ROCS44AND INVESTMENTS T-275 P.04
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STATE 08 FLORIDA
COUNTY.OF INDIAN AMR
The foregoing instrument was acknowledged before me thin
in
�a :31015,11."___,
day of 1993, by G 6 (.C4f4'BiNS
BANDAR COMMUNICATIONS, II, INC., the general. partner of &ANDAB COMMUNICATIONS
LIMITED PARTNERSHIP, II, on behalf of name. S is
or who produced as identificat on and did (not) take
an oath. •
NOTARY PUBLIC:
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print d names -1 41•h
Commission 1
HOMY PAM
Sub of Plaids st
isyCannJune d5 1996
STATIC 07 FLORIDA
COUNTY OF INDIAN RIVER
The Aoregoing instrument was acknowledged before me this
day of �_ , 1993, by RICHARD N. BIRD and JEFFREY K. BARTON,
respectively, as Chairman and Cleo 8of ffthe Boarhe Board of County ey nty CC�ission known of
INDIAN RIVSA COUNTY, FLORIDA, on
to me and did not take an oath. •
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NOTARY ELIC:By % a
printed name: ane vfo�
Commission 1
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FROM RO<KLD_ ItI ESTMENTS ... ; rP:,ca
r .coJ.'Io vG':. -.k .
.:5FFREY Y.. R4Ane4.
r t r F. 17 $ CuiP4C:PC:;r7COOY
•:.:?:”•,.i Fent:: ,;r,
"License") is made this �_ day of
THIS LICENSE (this License )
1992, by and between INDIAN RIS CotNTY, a political
referred to as the
suontor", the DAB C Florida,
hereinafter
PARTNERSHIP II, a
DGrawarr", and dANDAB hereinafter referred to as the
Delaware limited partnership,
"Licensee".
WITNESSETH:
That in consideration of the covenants and agreements
hereinafter made•to be kept and performed by the Licensee and upon
the conditions set forth below, the Grantor does hereby grant to
the Licaneea a non-axolusiv a license
oboursidad and dhe a rib d as
property
situated in Indian River County,
follows:
From a point of beginning at lin h of aersection
o f the east right-of-way
w ide right-of-way for Lateral "J" Canal and
the south right=of-way line of a 250 -foot wide
✓ ight-of-way for the South Relief Canal of the
Indian River Farms Water Management District,
said P.O.B. being in the S.E. 1/4 of the S.W.
1/4 of Section 13, Township 33 South, Range 39
East, Indian River County, Florida)
Run northeasterly on said south riigght-of-way
lineof the South t then aelies run southeasterly
oof
000flit to a pn
line of nLateral 1°J" tCanal a easto the right-of-way
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distance of 600
feet to a point; thence run southwesterly on a
line parallel to the south right-of-way line
of the south Relief Canal a distance of 600
feet to the intersection of the east right-of-
ence run
no th esterly on of aLateral
eastCright-ofh way line
of Lateral "J" Canal a distance of 600 feat to
"said P.O.H.
The Grantor further grantthtotLicenerm =ee anis easLicement
for
for
the ingress
and egress cribedexist
realduring
pr property, located in Indian River
the tollFlorigda t
County,
Running from the above described property to
Old Dixie Highway being the 30 feet lying
immediately southerly of the right-of-way for
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!'i RPR 15 '96 14:07 TO 407 562 4747
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FROM ROCKLAND 1NUESTMENTS • T-275 P. 12
the South Relief Canal as above described.
The similareasementsother
eeparties. ht to grant
This License shall be for a period of sixteen (16) years.
The commencement date of the license term shall be the date the
last party hereto executes this License.
This License shall be nonrevocable provided Licensee
abides by all the terms of this License and shall be for a purpose
o f constructing and using a radio broadcasting transmission tower
and accessory structures in accordance with all governmental agency
permit requirements and inaccordance with the requirements of the
Radio Station WGYL, an FM Station licensed by the Federal
Communications Commission, and for no other purposes Whatsoever
without the prior written consent of the Grantor. Grantor reserves
the right to grant other uses of•ths property that is the subject
o f this License provided, however, that said future additional uses
shall not interfere in any way with the use of the property by
Licensee for the purposes provided in this License.
The Licensee, in consideration of the grant of this
License and other agreements herein made between Grantor and
Licensee, to be kept and performed, agrees as follows:
1. Licensee does hereby covenant and agree to pay
Grantor, and the Grantor agrees to accept as rental under this
License the following amounts:
$100.00 per month, or
first six years, and
5125.00 per month, or
succeeding ten years.
The payments for each year are dun in advance at the
beginning of each year.
2. Licensee further covenants and agrees to provide
Grantor with one free antenna space, to be utilized by the Grantor
at any time for the exclusive purpose of establishing an Emergency
Communication System. Licensee shall reserve such antenna space
unless • this the
oard
county Commissioners provision
ioners of:�released or ed Indian River County. Grantor shall be
issued keys and allowed free 24-hour access to the tower facilities
it such antenna space is utilized by Grantor.
3. The parties hereto agree that Licensee Ghali take
the property as it presently exists. Licensee shall have the right
improvementsto make
urpose of
constructingor expa ding a radio antenna and accessorfor the y structures
S1,200.00 per year for the
$1,500.00 per year, for the
.11\KM \Ctl\1s7o09.MfC
Nerds 12, 1992
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APR 15 '96 14:07 TO 407 562 4747
FROM ROCK,AND INVESTMENTS T-775 P. 13
as long as said structures or buildings meet all appropriate
zoning, building or other governmentally imposed restrictions. All
costs of the construction shall be borne by the Licensee. At the
end of the term of this License all improvements, with the
exception of removable personal property and equipment, shall
become the property of the Grantor free and clear of and claim of
right of Licensee.
4. Licensee may not assign this License without the
prior written approval of the Board of County Commissioners of
Indian River County. The Grantor shall not unreasonably withhold
such approval. Grantor agrees that Licensee may assign its rights
hereunder to The First National Bank of Maryland as security for a
loan by 'said Bank to License.
b. Licensee shall maintain the property and all
improvements made thereon in an orderly, safe and functional
condition.
6. Licensee agrees that in the event'of a suit brought
on this License for ejectment or to enforce tha covenants of the
agreement or for any default hereunder on the part of Licensee, its
successors or assigns, and should the Grantor be successful, then
Licensee shall pay the reasonable costs and expenses of the suit
including reasonable attorney fees.
7. Licensee agrees
addition to the rental above
activities on the•pramises.
to arrange for and pay for, in
mentioned, all utility bilis for
8. Any failure on the part of Licensee to comply with
any of the terms, conditions and covenants of this License shall
constitute a default and shall make the entire amount of rent for
the term of this License due and payable. Grantor, its heirs and
assigns, may proceed to collect same, or at the election of
Grantor, its heirs or assigns, any such default shall work as a
forfeiture of this License and all rights of Licensee hereunder.
Grantor shall notify Licensee in writing of such a default, and
said Licensee shall within ten (10) days of receiving notice remedy
said default. It the default is not remedied within said ten (10)
days, then Licensee shall surrender said premises to Grantor, or
Grantor, ot'its heirs and assigns, shall recover possession thereof
by action or forcible entry and detainer.
9. Licensee further covenants and agrees to hold
Grantor harmless from and indemnify Grantor for, including the duty
to defend, anyclaim, damages, liability or cause of action
whatsoever thamay arise out of or result from the use of the
premises by Licensee.
J:\►UL\CLl\157019.NtC
March 12, 1992
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APR 15 '96 14:08 TO 407 562 4747
FROM ROCKLAND INVESTMENTS T-275 P. 14
10. Licensee agrees to carry, at its expense, liability
insurance to protect the personal injuryrest of ntor as wall as Licensee
or property damages, and
against loss carr daliability
by p
agrees to carry liability insurance in the sum of not lass than Ons
es to or death of
anyone person and Three Hundred Thousand Dollfor ars h
rs($300,000.00)
for
injuries to or death of any more than one person in any one
property. and aid policy
vor Thousand
s shall ObeO standard Owfor ner's,
o
Landlord.
Landlord's as and Tenant's policies of and e insurance include the
Grantor's naming
name as co-insured. A copy
Grantor as co-insured will be delivered to Grantor.
11. Licensee further agrees that Licensee, its agents,
affiliates or subsidiaries or assigns, will make no unlawful or
improper use of the premises and will abide by all of the health,
safety, zoning and other regulations as required by Indian River
County, the State of Florida or any other governmental authority.
12. Licensee may install such signs on•the exterior of
thy
r the
buildin
signstherwise stormeetcwithrtheor
oriate use
rules andregulations
of Indian River County.
13. Grantor may enter and inspect the licensed premises
at all reasonable hours.
14. Grantor covenants and agrees that if Lieensss shall
pay and otherwise perform and do all the things and matters herein
provided for to' be kept and performed by Licensee, that the
Licenses shall peacefully and quietly have the right to use the
nwith reises for the
right of-wayptossaid premis herein ses withoo ttogether y hindrancetha by
Grantor or by any other person or persons claiming by or through or
under Grantor.
15. Upon termination of this Licsnss, Licenses shall
peacefully and quietly surrender and yield up to Grantor all the
premises, subject to the right of Licenses to remove only such
tangible personal property and fixtures as may be owned by
Licensee. In the event of the removal of any fixtures or tangible
personal property owned by Licensee, Lieensse will repair at its
expense any damage caused by the removal of said fixtures and
equipment.
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16. It is mutually agreed that each and every one of the
covenants and agreements herein contained shall be extended to and
ba binding upon tha respective successors heirs, legal
representatives and, assigns of the parties hereto.
df\MAL\CL1\157009.NSC
March 12, 1992
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PPR 15 '96 14:09 TO 407 562 4747
FROM ROCCLAND INVESTMENTS T-275 P.15
IN WITNESS, WHEREOF,
hands and seals on the day
duplicate.
In the presence of:
the parties have hereunto set their
and year first above written, in
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INDIAN RIVER COUNTY, a politic.
subdivision of the State of Florida
telaitylki.4.,w4.- ay
Name: Ca
Title Ch
LCa.Lrlccti�s--
to Grantor
144.._ —.as •
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0 a conies
STATE OF FLORIDA
COUNTY OF INDIAN RIVER
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Attest:
ZWIP
blyn K.
firman
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SANDAB COMMUNICATIO*$"--SIMIT1
PARTNERSHIP, II, a Delaware limit•
partnership
By: Sandab Communications,
BY
,N76e Y
Title: P
"<
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II, Inc
rt
The for going•instrumant was acknowledged before me this
dayjk of , 1992, by 4r� s.yN i1 EP erT , Chairman,
Board oCounty Commissioners of Indian River County, Florida.
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My Commission Expires:
PAA IMCQ HILO
et�,ya ltr�1101 Modda
My am. cptw August 2x,1993
NIL M 690573
Jt\MAL\CLt\1570a9.NSC
March 12, 1991
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Notary FASblio
f A.TR4GUfiRM H6.61•0
Mary Mk Mato of Florid:
My Nmm► akar AOp 7A 11, 129:1
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• ii1PR 15 '96 14109 TO 407 562 4747 FROM ROCM.AND 1NVESTPENTS T-775 P. 16
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STATE OF
ifivith
9t3N�]'OF
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The foregoing instrument was acknowledged before me this
'Ira -my of /9s -ac.- , 1992, by.irs7JanJ D. SryR-y _ ;C7
of sandab Communications II, Inc., the general partner of San
Communications Limited Partnership II.
My Commidsion Expires:
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APPROVED AS TO FORM AND
LEGAL SUFFICIENCY
J
its* County Attorney
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J:V4t\CL(\157009.1ttC
Notch 12, 1992
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