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Agenda 06/26/2018 Item #16D 206/26/2018 EXECUTIVE SUMMARY Recommendation to approve a First Amendment to Ground Lease Agreement for Communications Tower with SBA Towers II LLC at Vineyards Community Park. OBJECTIVE: An amendment is required to allow SBA Towers II LLC (SBA) for the continued use of land at Vineyards Community Park (Vineyards) for the operation of a telecommunications monopole. CONSIDERATIONS: Since 1999, SBA has leased Six Hundred (600) square feet of vacant land located at northwest corner of Vineyards for the installation and operation of a communications monopole with related ground equipment. Currently, SBA is paying $41,472 for rent annually. At this time, both parties wish to extend the lease term and modify several conditions of the Lease as follows: The First Amendment to Ground Lease Agreement provides for the following: 1. Extend the lease term for an additional ten (10) years. 2. Increase the first year’s rent to $51,840 with annual three (3%) percent compounded increases. 3. Provide the County with a one-time cash contribution of $50,000. All other provisions included in the original Agreement, except for those listed above, shall remain in effect. FISCAL IMPACT: The first year’s rent of $51,840 and the $50,000 one-time cash contribution, for a total amount of $101,840, shall be deposited into the following accounts: Twenty (20%) percent of the $101,840 ($20,368) into MSTD General Fund, Franchise Administration (111-100210-362110), and eighty (80%) percent of the $101,840 ($81,472) into MSTD General Fund, Vineyar ds Community Park (111-156390-362180). GROWTH MANAGEMENT IMPACT: There is no impact to the Growth Management Plan. LEGAL CONSIDERATIONS: This Item is approved as to form and legality and requires majority vote for Board action. -JAB RECOMMENDATION: To approve and authorize the Chairman to execute the First Amendment to Ground Lease Agreement for Communications Tower with SBA Towers II LLC. Prepared By: Michael Dowling, Sr. Property Management Specialist, Facilities Management Division ATTACHMENT(S) 1. SBA Tower Ground Lease Amendment 2018 (PDF) 2. SBA Towers fka Acme Ground Lease Agreement 1999 (PDF) 3. SBA Towers II LLC Exhibit picture (DOCX) 06/26/2018 COLLIER COUNTY Board of County Commissioners Item Number: 16.D.2 Doc ID: 4357 Item Summary: Recommendation to approve a First Amendment to Ground Lease Agreement for Communications Tower with SBA Towers II LLC at Vineyards Community Park. Meeting Date: 06/26/2018 Prepared by: Title: Property Management Specialist, Senior – Facilities Management Name: Michael Dowling 05/16/2018 9:28 AM Submitted by: Title: Senior Network Administrator - Info Technology – Information Technology Name: Dennis Linguidi 05/16/2018 9:28 AM Approved By: Review: Parks & Recreation Ilonka Washburn Additional Reviewer Completed 05/16/2018 10:26 AM Facilities Management Toni Mott Additional Reviewer Completed 05/16/2018 10:48 AM Parks & Recreation Barry Williams Additional Reviewer Completed 05/18/2018 4:26 PM Solid and Hazardous Waste Dan Rodriguez Additional Reviewer Completed 05/18/2018 4:53 PM Operations & Veteran Services Sean Callahan Additional Reviewer Completed 05/22/2018 10:18 AM Public Utilities Operations Support Joseph Bellone Additional Reviewer Completed 05/25/2018 2:02 PM Public Services Department Todd Henry Level 1 Division Reviewer Completed 06/04/2018 8:29 AM Public Services Department Steve Carnell Level 2 Division Administrator Review Completed 06/04/2018 1:16 PM County Attorney's Office Jennifer Belpedio Level 2 Attorney of Record Review Completed 06/05/2018 1:34 PM County Attorney's Office Jeffrey A. Klatzkow Level 3 County Attorney's Office Review Completed 06/05/2018 1:49 PM Office of Management and Budget Valerie Fleming Level 3 OMB Gatekeeper Review Completed 06/14/2018 9:56 AM Budget and Management Office Ed Finn Additional Reviewer Completed 06/15/2018 11:40 AM County Manager's Office Leo E. Ochs Level 4 County Manager Review Completed 06/15/2018 2:22 PM Board of County Commissioners MaryJo Brock Meeting Pending 06/26/2018 9:00 AM Preparecl b1': .loanne IJeaLrlicu Aftel t'ccordin!, relilrx to: Il.onald Clrong SIIA Netu,ork Services. LLC 805 I Corrgress Avenue Boca Ratorr. Irl. 33,187-1307 Ph: I -800-.181 -1 483 ext. 7872 I-easc r 85-l Parcel I D: 80708 1 950011: 850004.{4652 (ccll ro*,cr) FIRS'I'AM[]NDMENT TO CJItOtJND I-EASL ACREIMF,NT FOR C]OMI\,IIJNICA'I'ION I'OWI':R IIIIS rlRSl'Alvl[NDMI]NT TO GROIlNt) LLS;\E ACRtrtrN,lllNl- t-OR COI\4N,ILTNICATION l-OWi:-lL (Arnendrnent) entercd into this dal of . l0lg. at Naples. Collicr Countv. Florida. bv ancl betu'cerr COLLI[R COtjNTY., putiiii"t su6nt""i.rr.l'the Srate of Florida- rvltose mailirrg address is. irr care of'Ilcal Propcrtv Managernent. l3i5 L..ast l-amiantr'l-rail. Suitel0l. Naples- [rlorida 3'1 I 12. ltcrcinalier ref-erred to as "OWNER." and SBA l'olvers ll LLC. rvhoss mailing addrcss is. 805 I Congrcss Ave nue. Boca ltalon. Ijlorida 33487- ] j07. sLrccessor to Clearshot Cornmtrrlications. LLC, as assigned bv Acme 'J.orvcr Group. LLCI. hcrcinatjer rel-errecl t. as .. I LNANT." WII'N[:SSL]']t: WIItll{[]AS- OWNF.tl' and Acnte Towers Inc.. a Florida corporation, cntered irrt6 tlal certain Grouncl l-casc Agreenrent firr C'otntnunication'lbrvcr. dated April li. 1999. as evidenced bv tlrat ccrtainNotice o1'Conttttctlcernent recorded Junc 17.1999. in oR Book 2560. l,age 2ll, as tirrrhe| evidenccd bl,that ocrtairt Mctttorandutn ol'[.ease recorded octobe r:6. I999. in oR t]ook 2605. page 106, ancl ,,r,i,r.,"Ji assignecl 1o TENAr'\l-as el'idc-rlccd b)'that certairr l\,lenrorandurn ol- Assignrnent ricclrclcd Februarr, 2j.1009' in oR Rook "1429' Page 1707. all recortlings ol'the Clerk's o{'{rce ot'Collicr CoLrnry. rrr,,riJ.(collectivcl-r'. "I-casc") for TENAN'l"s ttsc ola portiorr of the real propcrty ("l,easecl Arca") l.cate6 a1 3g l6Vanderbilt llcach Rd. Naplcs. FI- i1l l2 ("O*ner's Lancl"). being'rrrorc parlicularlv cJescribecl irr the I-ease: arrd wlll:ltl'AS. thc OWN[R and TENAN'I'arc clesiroLrs of amenclinr thc l.casc Agreerrrent: and '*'lll-"REAS. Article J.[). allou's tlte Lcase to lre cxtcnded past 201,ears by rl,av ol'rnutual agrecrnentof the partics: and 1)l)2j-j021 -t,lvl Sitc I[): I"'t.li64i-A l)alnr [livcr I w NOW l'l'lllltl.,fORI-.' lor good ancl valLrable consideratiorr. thc rcceipr ancl sulllcienc\,ol'rylriclr isherebl'acknorvlcdgcd. the parties hereto covenant. agree ancl bincl thernselves to tlre lirllorvingmodifications to thc l.case : l. In kecping u,ith Article l. A. ol'the Lease: Clorntttencing on April li. 2019 (the "Addrtional Rencu,al 'fenn Cornrnencerncnl I)ate'').OWNHR's atrnual re'rrt shirll be increase to Fili-v Or.rc Thou.sand [:ight llundred Forty,and noi 100(5 1.8'+0.00) Dollars, per Year. Annual payrl]ertrs shall be paid by April 15. 20lq und t 1, April I 5fbr each .l,ear thereafler throu-ehout the lif'e of the Lease. 2. ln keeping with Article -1. D. of the Lease: In additiorr to the tertns as reibrerloed in the Lease, the Lease is hereby amentled to inclrrde six (6)additional succcssive terms of'flve (j) vears (each an'.Additioual Renerval .l errtr..). L.,achAdditional [lenelval l-enn shall bc deenred automaticall),extendcd. unless "J-ENAN.I or Orvnernotifies theotlterpartv ol'itsintentionnottorenewtheLeaseatleasronehundredandeightl,(lg0) days prior to the ctlmmencement of the succeeding Additional Renewal 'l"erm. The Urst Additional Renerval 'l'crrn shallcommencc on ths Additional ll"enewal 'l-ernr Cornnrencenlent Da(e. upon thcexpiratiorr o{'tlre term expiringon Apnl 12,2019. The Lease is herehy.extended until tlre April12.2049. 3. ln keeping wilh Article 3. Ir. of'the l-ease: On April 11.2020. and each anniversan, of such date thercafter. OWNER.s renl slrall irrcur anitlcrease of thrcc percent (3%). All escalations currently,prclvicled in the l,ease arising prior to thcAdditional Renewal 'l'erm Cottrnieircenrelrt Date shall be unal'fectect by this section. 4 In keeping with Article 10. Notices. o['tlie l.ease is hereby amenclecl as fbllow,s: 0WNIrlt; Collier Counrl, Attn: i\,lichael lt. Dorllin_q 3-i35 Last Tarniarni 'lrail Naples, FL 341 t2,I F,NAN't': S[]A 'l'orvers ll LLCI Attrr : S ite Adrn inistration 805 I Congress Aveltue Boca ltaron. I-L 334g7_1307 ILe: FL I ll6'13-A/palnr River lJpon lirll exectttion of this Arnendrnent.'I-ENANT shall par,,to the owNER a one-tinre payrnentof'Fiii)' -Ihousand and No/100 Dollars ($50,000.00) Excepl as c'xpressly provided hercin, the l,ease Agrecment remains in firll tbrce an6 eflectaccording to the tenns attd cortditions contained tiierein, and said ternrs alrci conditions arcapplicable lre rett'l except as expressly prclvided otherwise herein. 5 6 (t025.1011 - rlv3 Site II): I;1. ll(r.li-,,\ [,alnr Ilivcr ,) @ IN WITNLSS wFllrRLOI-, the OWNER and TENANT hare herero exccured this FirsrAnlendnrent to Agreernent for Cornmunication Tower the day arrd -vcar flrsl above rvritten. \\JIT\ ESSF,S 'l't:NANT: SI}A TOWERS II, LLC, \\: irrr ) hn ULt\c'Al-vssa llo l1 \rice President. Site I-easin-u conrpanv Florida ited BY ( Print ) Claudia Perugini (Print Nanre) STATE OF'FI,OItII)A COTINTY OF PAI,]VI I}EACH I'he Ibregoing instrulnerrt 2Ofl br Alrssa Houlihan was acknowlcdgecl beltrre me on the Ll day of . Vice President. Site l.easi ng of SBz\ l'orvers ll LLC. aIiabilitl' contpan\'. on bchall' of' the contparr.r ancl rvho is personalll.knou,n to me PLrb tc Print Name M1, C'ontmission llxpires to\ 0025.1021 - vtv3 Sitc ID: 1:1. 11643-A palnr River -) linritetl lia @ -.- GG 020178 AS TO TI.IE OWNER DA-I-ED: ATTES'f DWIGHT E. BROCK. Clerk BY: I]OARD OF COIJNl-Y COMMISSION[RS. C]OLL,I ER COUN'TY. I:LORI DA BY Andv Solis. Chairnran. Deput-v- Clerk Approved as to forrn and legality Jennifer A. Ilelped io. Assistan( C'ount1, Attorney ,*." (l{)15-llrlt -rlr..l Srtc II): I:1.Ii6-li-,\ l,alrr Ilrvcr 1 w • GROUND LEASE AGREEMENT. FOR COMMUNICATION TOWER Acme Site ID: #97-21 Palm River THIS GROUND LEASE AGREEMENT ("Lease"), is entered into effectively on the /3�t4 day of 1999, the ("Commencement Date"), and between the two (2) parties: Collier County ("OWNER") and Acme Towers Inc. ("TENANT"). The parties agree as follows: 1. The Property: Owner's Property; The Leased Area; And Tenant's Property. A. OWNER owns a parcel of land that has the following address: 6231 Arbor Boulevard, Naples, Florida, herein called ("OWNER's Land"), which is shown on attached Exhibit Al. TENANT installs and leases communication tower space to others. TENANT desires to lease land and an access easement thereto, referred to herein collectively as the LEASED AREA. OWNER's Land is a parcel of land that is larger in area than the LEASED AREA whereby the LEASED AREA is but a part of OWNER's Land. All personal property brought onto the LEASED AREA by or on behalf of TENANT is referred to herein as "TENANT's Property." Any personal property brought onto the LEASED AREA by OWNER or on behalf of OWNER is referred to herein as "OWNER's Property." Any property brought onto the LEASED AREA by any third party is referred to herein as "Third Party Property." B. OWNER hereby leases the LEASED AREA to TENANT. This Lease is not a Franchise under any law, rule or regulation. The LEASED AREA comprises 1000 square feet of land: a 50 foot by 20 foot parcel, plus an access easement thereto; both of which are as shown on the attached Exhibit A. C. OWNER and TENANT ("the parties") hereby agree that the LEASED AREA may be surveyed by a licensed surveyor at TENANT'S costs, which survey may replace Exhibit A and become a part hereof and shall supersede the Exhibit A in the event of any discrepancy between such survey and the general reference description of Paragraph 1.B., above. 2. Access Easement. OWNER hereby grants to TENANT a non- exclusive access easement (during the entire life of this lease) for free access to the LEASED AREA seven (7) days a week, twenty-four (24) hours a day, 365 days a . year. No above -ground structures shall be constructed in that access easement without the expressed written consent of TENANT. 3. Lease Term And Rent. A. RENT PAYABLE IN MONEY. This lease has an initial term of ten (10) years from its Commencement Date. The initial annual rent shall be Twenty Four Thousand Dollars ($24,000.000), pro -rated at 1/12`h of the annual total per month. One year's annual rent shall be paid annually in advance beginning on the Commencement Date, and thereafter not later than each anniversary of the Commencement Date. Rent shall be paid to OWNER (or as OWNER may otherwise direct to TENANT from time -to -time in writing at least 30 days before the respective next rent payment due date). Prior to and until the first day of the month following commencement of delivery of any of TENANT'S property onto the LEASED AREA, the Annual Rent shall be One Hundred Dollars ($100.00), twelve (12) months of which shall be prepaid in advance. Any unearned balance thereof shall be credited against TENANT'S first payment of the initial annual rental. In the event that TENANT has not delivered any of its Property to the LEASED AREA prior to the first anniversary date of this lease, TENANT may • either terminate this Agreement for whatever reason upon written notice of such election to Owner, without further obligation or liability to OWNER; or TENANT must notify OWNER in writing that this Agreement remain in full force and effect and with such notice tender to the OWNER the increased rent for the second lease year. If this TENANT decides that this Agreement shall remain in effect, the $100.00 per month rent shall automatically increase to the specified annual rental per year, payable in full for the second lease year not later than the first anniversary date of this Lease. LATE PAYMENT OF RENT: TENANT shall throughout this lease pay OWNER a late payment charge equal to five percent (5%) of any monthly rental payment not paid promptly when due. Any amounts not paid within thirty (30) days of its due date shall also accrue interest of two percent (2%) per month or at the highest interest rate then allowed by law, whichever is the higher rate, which interest shall be paid by TENANT to OWNER. As additional one-time consideration for the execution of this Lease by OWNER, TENANT will pay OWNER the sum of ten thousand dollars ($10,000.00) to be used by OWNER to make improvements to OWNER'S LAND. / B. CONSTRUCTION OF THE TOWER. Time is of the essence with regard to having the tower being fully constructed and becoming operational. . It is important that the tower contemplated by TENANT be fully constructed and in operation not later than the end of the second lease year. TENANT shall strive to 2 • complete construction of the tower within 180 days of receipt of all relevant government approvals. The OWNER will reasonably cooperate with the TENANT with regard to such construction provided TENANT is then acting in good faith to have the tower fully constructed and operational not later then the end of the second lease year. However, if the TENANT is not acting in good faith with regard to having to tower substantially constructed and in operation as of the last day of the second lease year, the OWNER may summarily terminate this Agreement without any further obligation whatsoever to the TENANT. If OWNER feels compelled to terminate this Agreement because of the TENANT'S failure to show good faith with regard to such required completion of construction and commencement of operation of the tower, the OWNER may instruct TENANT to immediately remove all property brought onto OWNER'S LAND by or on behalf of TENANT. C. LEASE EXTENSIONS AFTER FIRST TEN LEASE YEARS. Provided OWNER has not then delivered to TENANT written notice that OWNER has declared TENANT to be in default of this Lease, this Lease shall be automatically extended for ten (10 ) additional years at the end of the initial term of ten (10) years provided that not more than three hundred and sixty (360) days • prior to the last day of the tenth (10''') lease year and not less than one hundred and eighty days (180) prior to that date, TENANT advises OWNER in writing of TENANT's intention NOT to extend the Lease. Failure to supply such written notice shall operate as an extension of this Lease effective on the last day of the tenth (10th) lease year. 0 D. LEASE EXTENSIONS AFTER THE TWENTIETH YEAR. Provided OWNER has not delivered to TENANT notice that OWNER has declared TENANT to be in default, of this Lease, then this Lease may be extended, if, at least six (6) months prior to the end of the twentieth year (20'), either OWNER or TENANT has not given the other written notice of its desire that the term of this Agreement end upon the expiration of the twentieth (20th) year, OWNER and TENANT will negotiate in good faith to come to mutual agreement regarding terms and conditions of that extended lease term, which will become applicable as of the first day of the twenty-first (21st) lease year. If OWNER receives effective notice to extend the Lease but the parties cannot mutually agree to extend the lease on or before the last day of the twenty (20'') lease year, the lease shall terminate on the last day of the twenty (20th) lease year unless the parties then agree in and commence negotiations in that regard. 3 • E. CASH DEPOSITS BY TENANT. TENANT. shall also at the time of the payment of the first annual rent, deposit with OWNER a refundable rent security deposit of Twenty Thousand Dollars ($20,000), which deposit may be used by OWNER in the event TENANT breaches this Lease and any breach results in OWNER incurring expenses that would have not been incurred but for TENANT'S breach, including expenses for removal of any of TENANT'S property (including the tower) from the LEASED AREA. If in time OWNER deems such deposit, with accrued compounded interest accrued thereon, to be insufficient to insure the necessary funds to be available to remove the tower and all other of TENANT'S property from the LEASED AREA, TENANT shall increase that deposit as demanded in writing by OWNER, but not to exceed Thirty Thousand Dollars ($30,000) unless OWNER has good cause to conclude that such projected actual costs will exceed the then existing security deposit. OWNER shall have all right and title to interest that accrues on all security deposits. If the parties hereto should enter one or more other tower site leases at one (1) or more other sites, this deposit may be applied by OWNER to any one, some, or all of said other sites. F. AUTOMATIC RENT INCREASES. Commencing with the sixth (6`h) lease year, the annual rent for the sixth lease year through the tenth lease year • shall be the annual rent for the fifth lease year multiplied by one hundred and twenty percent (120%). Commencing with the first day of the eleventh (1 lh) lease year, the annual rent for eleventh lease year through the fifteenth lease year shall be the rent for the tenth lease year multiplied by one hundred and twenty percent (120%), which should be one hundred and forty-four percent (144%) of the rent for the fifth lease year. Commencing with the first day of the sixteenth (16`'') lease year, the annual rent for the sixteenth lease year through the twentieth lease year shall be one hundred and seventy three (173%) of the rent for the fifth lease year. If the Lease, by mutual agreement, is extended beyond the twentieth (20`h) year, the existing annual rent for the twentieth (20`'') lease year shall 'not be less than one hundred and twenty (120%) of the rent for the twentieth lease year unless then expressly agreed otherwise in writing. 4. Use Of The Leased Area and Maximum Height of Structures. A. TENANT shall use the LEASED AREA to construct, replace, ma"ain, repair, and operate its communications tower and facilities, consisting of a one hundred and fifty foot wireless monopole communications tower that shall not exceed a height of ONE HUNDRED AND FIFTY (150) FEET ABOVE • GROUND LEVEL ("AGL"), exclusive of any and all antennas that will be installed thereon; antenna support structures and/or related operational facilities 4 may be constructed on or near the ground within the LEASED AREA. TENANT shall license part of the tower and needed LEASED AREA to third parties, and use the LEASED AREA for any other then lawful uses directly related thereto. No antenna or other thing installed on the tower or at the LEASED AREA shall exceed a height of ONE HUNDRED AND FIFTY FIVE (155) FEET AGL. Subject to other provisions regarding approvals and technical specifications related thereto, any and all antenna arrays (including those of Third Parties) may from time -to -time be modified, added to, or substituted from. Each structure may be configured as requested by TENANT from time -to -time, provided TENANT, at its sole expense, obtains all permits and/or other approvals required by all applicable jurisdictions, including OWNER, for each configuration. B. PLANS REVIEW BY OWNER. i. OWNER shall review and approve all plans for any and all of the initial improvements installed within the LEASED AREA, which approval shall not be unreasonably withheld or unreasonably delayed. Prior to commencing the initial construction, TENANT shall submit a copy of its plans and specifications to OWNER for review and approval, which approval shall not be unreasonably withheld or delayed. No later installation or alteration thereto shall require approved of plans by OWNER unless OWNER requests to review such plans. Such plans shall include, if applicable to the improvement, fully dimensional site plans that are drawn to scale and show: (i) the proposed location of the antennas and equipment; (ii) any proposed changes to the landscape; (iii) the proposed type and height and type of fencing; (iv) the proposed color of all structures, including fencing; and, (v) the proposed type of construction for all structures, including fencing, and any other relevant details that OWNER may request in that instance. ii. All improvements shall always be constructed in a workmanlike manner and shall be completed in compliance with all then applicable laws, rules, ordinances and regulations. Improvements to or within the LEASED AREA (and within the easement access area) shall be at no expense to OWNER. TENANT and all Licensees shall always maintain all of their improvements in a reasonable and functional condition throughout the life of this Lease to the reasonable satisfaction of OWNER. / iii. TENANT shall allow OWNER free access to OWNER'S personal property within the LEASED AREA at all reasonable times that OWNER desires • such access. In the unlikely event that OWNER may be required by law to install other personal property within the LEASED AREA, OWNER reserves the right to 5 do so free of charge provided such property does not materially harm full use of the tower by TENANT and/or by any third party licensee whether or not then actually present on the tower or the LEASED AREA. iv. OWNER has no knowledge of any potential requirement to install any such property within the LEASED AREA. If the LEASED AREA is in a park, landscaping and security fencing are of particular concern to OWNER; And therefore TENANT shall be required to install, repair, and maintain landscaping and security fencing to the reasonable satisfaction of OWNER. C. AT LEAST THREE COMMUNICATIONS SYSTEMS. i. The tower and all other facilities shall be designed and constructed so as to accommodate at least three (3) separate communications systems. TENANT may reserve to itself such exclusive right to use such parts of the tower as TENANT desires. As possible, TENANT will in fact license space on the tower for installation of antennas by Third Parties and TENANT will concurrently license space on the ground to each of those Third Parties for location of their equipment as needed and as related to their antennas installed or to be installed on the tower. ii. TENANT hereby grants to OWNER the right (by license) to utilize, free from the payment of any rent or any other charges whatsoever, that thirty foot (30') wide portion (band) of the tower between 80 feet AGL and thirty (30') feet above that level. OWNER may advise TENANT at any time(s) of OWNER'S desire to use such area. iii. These valuable assets are to be used and shall not be reserved for remotely possible future uses. TENANT shall grant a non -assignable license to the remaining area(s) on the tower, (and such ground space as iS then required) to a Third Party or Parties on such lawful and reasonable ("fair market") rent terms and conditions as chosen by TENANT. TENANT may require any licensee to pay a reasonable security deposit plus pre -payment of one year's license payments. However, prior to construction of the tower, TENANT shall not unilaterally mandate that any licensee must contribute any up -front cash to .contribute towards capital costs or installation costs of the tower. If space that is subject to Owner's optTh is licensed to a Third Party and that license comes to an end and that license is not assigned or otherwise transferred to any other responsible party, that circumstance shall automatically reinstate OWNER's option to elect to use that space, which option OWNER may then exercise or may wait until there is another offer from a Third Party to use that space. If OWNER decides to use that space, 6 • OWNER shall be required to meet the terms of the offer from the Third Party, except the total amount of rent and/or other payments that OWNER must pay to TENANT shall never exceed the rent then payable to OWNER by TENANT. iv. In the event OWNER desires to install equipment on the Tower, OWNER, at OWNER's expense, shall submit to TENANT the following: (a) detailed site plans as well as plans and specifications setting forth the proposed antenna and all other equipment, as well as all construction, installation, and other work to be performed on the Tower and LEASED AREA; and (b) a list of all frequencies then currently or then anticipated to be licensed, assigned or otherwise granted to OWNER by the FCC. V. If required by TENANT, OWNER, at OWNER's sole expense, shall also submit a structural analysis of the Tower prepared by an engineer approved by TENANT addressing the installation of additional antenna and other equipment on the Tower and demonstrating that the installation of such items will not exceed the wind loading or other relevant capacities of the Tower. OWNER shall not install any equipment or commence any work on the Tower or the LEASED AREA until TENANT approves, in writing, the OWNER's plans and specifications, • frequencies, and structural analysis, if any; such approval to be given in TENANT'S reasonable discretion. vi. NON-INTERR UPTION AND NON-INTERFERENCE. No activity of any user or any representative of any user shall interrupt or unreasonably interfere with any operation of any other users of the LEASED AREA, including OWNER's facilities thereof, if any. D. THIRD PARTYLICENSEES. i. Each license (which includes each user of the tower) shall always be subject to all terms and conditions of this Lease, and each license shall be subject to review and approval of TENANT. OWNER has the right, but not any duty, to review each proposed license. Use of the tower and site by OWNER and each Third Party shall be subject to written approval by TENANT upon such reasonable terms and conditions as may be required by TENANT. TENANT makes no rep�esentations to OWNER or to any Third Party that the LEASED AREA, the tower or/or any other thing will be suitable for OWNER's needs or any needs of any Third Party, and TENANT has no obligation to modify anything to suit • OWNER's needs or needs of any Third Party unless TENANT agrees to do so in writing with that user, and only to that extent. Each Licensee shall be solely • responsible for the cost of locating and placing its property on the tower and on the LEASED AREA. Each Licensee shall also be responsible for any liabilities that may arise from that Licensee's use of any part of the LEASED AREA, including the tower. TENANT shall promptly notify OWNER in writing of all license requests which TENANT receives for use of the Tower or any other part of the LEASED AREA. ii. Each Third Party, at that Third Party's expense, shall submit to TENANT the following: (a) detailed site plans and with specifications setting forth the proposed antennas and other equipment, the height and location of such antennas and other equipment, and the construction, installation and other work to be performed on the Tower and on the LEASED AREA; and (b) a list of all frequencies then currently or then anticipated to be licensed, assigned or otherwise granted to the Third Party by the FCC. If requested by TENANT, the licensee shall supply to TENANT a structural analysis of the Tower addressing the installation of additional antennas and other equipment on the Tower by the Third Party and demonstrating that the installation of such antennas and equipment will not exceed the wind loading or any other relevant capacity of the Tower. The Third Party shall not install any equipment or commence any work on the Tower or the LEASED • AREA until TENANT approves, in writing, the Third Party's plans and specifications, frequencies, and structural analysis (if any), such approval to be given in TENANT'S reasonable discretion. iii. Each Third Party's use of the Tower and LEASED AREA shall be limited to the antennas and other equipment and frequencies approved and expressly agreed upon in advance by TENANT. iv. Each Third Party's installation, use and occupancy of the Tower and LEASED AREA shall be in continued compliance with all then applicable laws, regulations and requirements of all federal, state, and local authorities, including the FCC. V. THIRD PARTY ASSUMPTION OF RISKS AND INSURANCE REQUIREMENTS. Each Third Party shall assume all risks in connection with the installation, operation, maintenance, repair, replacement and removal of its ant Das and all other property located on the LEASED AREA, including the Tower. Each Third Party shall maintain commercial general liability insurance insuring against liability for personal injury, death or damage to personal property 40 arising out of use of the Tower and the LEASED AREA by the Third Party. Such insurance shall provide coverage (in an amount of not less than one million dollars 8 • ($1,000,000.00) for bodily injury or death to any one (1) or more persons and in an amount not less than one million dollars ($1,000,000.00) for property damage and shall include a contractual liability endorsement naming TENANT as an additional insured on such policies. All insurance policies shall be written with insurance companies qualified to do business in State of Florida and shall always provide for (require) thirty (30) days written notice to TENANT prior to cancellation. Certificates of such policies shall be delivered to TENANT prior to the installation of the Third Party's equipment. Further, each Third Party shall reimburse TENANT for any damage to the Tower and TENANT'S equipment, and shall be required to indemnify and hold TENANT harmless from any and all liability, claims, demands, actions, losses, damages, orders, judgments and any and all costs and expenses including, without limitation, reasonable attorneys fees and costs, arising from or incurred in connection with claims for injury to persons or property caused by the act or omission of such Third Party or its .respective agents, contractors or employees including, without limitation, the use of the Tower, the LEASED AREA, and third parry's equipment, and the breach of any contractual obligation to OWNER and/or TENANT. vi. Subject to provisions to the contrary in the specific licensing • agreement, the Third Party's license is assignable or otherwise transferable to a responsible party that assumes the Third Party's duties and obligations. vii. TENANT and OWNER shall have the right to have a representative present during the installation of each Third Party's antennas and other equipment. viii. Each Third Party's installation of antennas and other equipment on the Tower and the LEASED AREA shall be performed on dates and at times and within time frames approved by TENANT in writing and shall not interrupt or interfere with the operation of TENANT'S communications system or TENANT'S equipment unless TENANT agrees in writing to such interruption or interference. E. MAINTENANCE, REPAIR AND REPLACEMENT OF PROPERTY. i. TENANT must maintain, repair and replace the Tower, and all of its equipment and all of its property to the highest quality construction, repair and maintenance standards during the entire life of this Lease. ii. To protect the integrity of the Tower, all maintenance, repair and/or • replacement performed on OWNER's Property shall always be done in a 9 • workmanlike manner consistent with TENANT'S high quality construction standards. iii. To protect the integrity of the Tower, each Third Party agrees herein (and must in its license agreement agree) that all maintenance, repair and/or replacement performed by it or on its behalf shall always be done in a workmanlike manner consistent with TENANT'S high quality construction standards. iv. PLAN REVIEW BY TENANT. Subject to the exceptions noted in the paragraph (v.) below, prior to the commencement of any other than ordinary maintenance, repair or replacement work on OWNER's Property, OWNER shall submit to TENANT for approval plans and specifications of the maintenance, repair and replacement work to be performed. TENANT Shall have the option to comment upon such plans, specifications and contractor prior to the commencement of any maintenance, repair or replacement work. V. ORDINARY MAINTENANCE, REPAIR AND REPLACEMENT. Notwithstanding any other provision in this Lease, each user of the tower may conduct its maintenance, repair and/or replacement provided same consists of only • ordinary maintenance, replacement or switching of component parts and does not increase the height of the tower, cause any antenna or other thing to exceed the maximum height allowed for that antenna or other thing, or add to the tower so as to increase the maximum total wind loading then being allocated to that user, or otherwise constitute any material change to any site plan, building plan, or other permitted use. All such activities that do not then require a building permit or any other formal authorization from any other County Department shall be approved by letter of summary authorization from the Franchise Administration Department or by the County Administrator or his/her designee. Such (minor) changes by any user of the tower shall not require any formal amendment br addendum to this Lease or require any approval by OWNER, TENANT, any Third Party, or from Board of County Commissioners. The person who grants such summary approval shall concurrently deliver a copy each such letter of approval to all other occupants (users) of the LEASED AREA for informational purposes only. vi. NOTICE TO TENANT OF NEED TO HA VE PHYSICAL ACCESS TO THFITOWER OR LEASED AREA. Whenever possible, OWNER shall provide TENANT with at least forty-eight (48) hours notice prior to any maintenance, repair, replacement work or any other activity that will require access to the Tower • or to the LEASED AREA. If an emergency exists (or there is a REASONABLE immediate need to exercise police power) in which case notice shall be provided to 10 • TENANT not later than twenty-four (24) hours after access to the Tower or the LEASED AREA has occurred. TENANT shall have the right to have a representative present during any non -emergency maintenance, repair or replacement by OWNER (or Third Party Licensee) that will require access to the Tower and/or to the LEASED AREA. F. INTERFERENCE. Each user of the tower must be able to conduct its business thereon without unreasonable electrical interference from any other user of the tower. TENANT agrees to install communications equipment of a type and frequency which will not cause unreasonable interference with OWNER's equipment at the LEASED AREA. In the event TENANT'S equipment causes such interference with OWNER's equipment at the LEASED AREA, TENANT will take all steps necessary to correct and eliminate such interference at TENANT'S sole cost and expense. OWNER agrees not to allow any future use of OWNER's equipment or addition and/or modification to any then current use of the Tower or OWNER's property that causes interference with or the improper operation of the Tower, TENANT'S equipment, or any of TENANT'S communications signals or any system. If any addition or modification to the OWNER's equipment causes such interference with TENANT'S equipment or • communications signal and/or system, OWNER, upon notification of such interference, agrees to promptly remedy such unreasonable interference at OWNER's expense until such interference is corrected to TENANT'S reasonable satisfaction. In the event OWNER and TENANT cannot resolve such interference problems, OWNER and TENANT agree to resolve any interference disputes by arbitration which shall be performed in accordance with the Rules of the American Arbitration Association. The arbitration decision/award shall be binding upon OWNER and upon TENANT and may be entered in any Court having jurisdiction thereof. OWNER and TENANT agree that the costs associated with any arbitration shall be borne by TENANT if TENANT is the cause of the interference or by OWNER if OWNER is the cause of the interference. G. BARE LICENSE TO PARK VEHICLES. If there is insufficient space to park same within the LEASED AREA, OWNER hereby grants to TENANT and each future Third Party licensee, subject to availability of space for same, a bare license with no interest coupled thereto to park their respective motor vehicles on OW�NER's Property for short periods of time while the vehicle owner/entity is constructing, removing, replacing and/or servicing its antenna(s) and/or its communications facilities on the tower or otherwise within the LEASED AREA. • H. OWNERSHIP OF TOWER AND OTHER PROPERTY. 11 i. During The Life Of This Lease: The Tower and related equipment shall remain the property of TENANT during the entire life of this Lease. Any other property brought onto the LEASED AREA by or on behalf of TENANT shall remain the property of TENANT during the life of this Lease and after termination of this lease. All property brought upon the LEASED AREA by OWNER shall remain the property of OWNER. All property brought upon the LEASED AREA by any Third Party shall remain the property of that Third Party during the life of this Lease and after expiration or termination of this Lease except as may be specified otherwise in the respective controlling license agreement for the subject property of that Third Party licensee. ii. At Expiration or Termination of Lease: If the termination or expiration of this Lease occurs before an extension into the 20 lease year (See Section 3 (D), and if OWNER desires to acquire ownership of the tower, Owner shall pay to TENANT the then depreciated book value of the Tower minus any off- setting claims, if any, that OWNER then has against TENANT. If this lease expires or is terminated after the Lease is extended into the 20 lease year (per Section 3 (D), OWNER may elect to direct to TENANT that TENANT shall not remove the tower from the LEASED AREA, whereby the Tower shall thereby automatically, at no cost to OWNER, become the sole property of OWNER; Also TENANT, upon removal of all of its other property from the LEASED AREA, shall then have no further duty or responsibilities with regard to the tower. The Security deposit, then in possession of OWNER, may be spent to complete any of the duties of TENANT that are not accomplished in a timely manner and completely fulfilled by TENANT. When all duties are completed fulfilled by TENANT, within a timely manner, the Security deposit will be returned to TENANT. iii. Third Party Licensees: Often referred to herein as "Users". Each license from TENANT to each third party shall specifically require that at the end of this Lease each Third Party shall immediately remove all of its property from the LEASED AREA unless this requirement is then waived in writing by OWNER. All property removed by TENANT or Third Party shall be removed by or on behalf of i�"hen owner without delay and at no cost to OWNER. Removal of all property by or on behalf of TENANT and each Third Parry shall be done promptly and in a workmanlike manner and the LEASED AREA shall be restored by TENANT, at no is cost to OWNER, to its original condition, only normal wear and tear excepted. OWNER may, however, then grant to each respective Third Party a license from 12 • OWNER to remain on the Tower and/or the LEASED AREA, in which event the property . of the Third Party may remain on the tower and/or LEASED AREA in accord with such license from OWNER. 5. Termination Of This Lease By TENANT A. During First Lease Year. Notwithstanding that fact that TENANT may have brought property onto the LEASED AREA per paragraph 3 of this Lease, if any of the following events (paragraphs i through iv) occur, TENANT still will have the right to immediately terminate this Lease by delivering to OWNER written notice of such termination before three hundred and sixty-five (365) days of the Commencement Date of this lease. i. TENANT determines, in its sole discretion, that it will be unable to obtain all necessary Governmental Approvals for TENANT'S intended uses of and improvements to the LEASED AREA as desired by TENANT; or ii. TENANT'S application for any Governmental Approvals necessary • for TENANT'S use of the LEASED AREA and/or TENANT's Property and improvements r desired by TENANT is denied or becomes commercially impracticable; or iii. Any Governmental Approvals necessary for TENANT'S use of the LEASED AREA and/or improvements to the LEASED AREA, whether now or hereafter desired by TENANT, have been canceled, have expired, have lapsed or have otherwise been withdrawn, terminated or denied so that TENANT, in its reasonable judgment, determines that it will no longer be able to use the LEASED AREA for TENANT'S intended uses; or ' iv. The Federal Communications Commission ("FCC") allocates the frequencies at which TENANT may operate the subject antennas and related equipment and may from time to time change such frequencies. Any change of this nature that, in TENANT'S reasonable judgment, renders its operation of a wireless communications facility at the LEASED AREA obsolete; or / V. If TENANT determines that the LEASED AREA has become unsuitable for TENANT'S operations due to changes in system design or network • design or in the types of equipment used in such operations, or it appears to TENANT that TENANT'S operations at this site will not be profitable. 13 • vi. Any timely termination notice delivered to OWNER by TENANT shall cause this Lease 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 Lease and the parties shall make an appropriate adjustment, as of such termination date, with respect to payments due to the OWNER under this Lease. vii. OWNER may terminate this' Lease if TENANT does not in good faith make and continue to pursue all reasonable efforts to obtain all required permits and construct the planned tower and all of its necessary related facilities. OWNER may instruct TENANT to remove all of its property and restore the property to its original condition, all at no cost to OWNER. B. Subsequent to First Lease Year. Subject to the following paragraphs (i through iii), TENANT has the right to immediately terminate this Lease by giving written notice to OWNER of such termination anytime subsequent to three hundred and sixty-five (365) days of the Lease's Commencement Date. i. TENANT deeds the Tower to OWNER free and clear unless OWNER • instructs TENANT to remove the tower, in which event TENANT shall have the tower removed and have the LEASED AREA restored to its original condition, all at no cost to OWNER. ii. OWNER shall retain all prepaid rent for the then applicable lease year and TENANT shall pay to OWNER the applicable twelve month's rent for the entire following lease year (12 months). iii. This option to terminate does not in anyway bar, prevent or impede TENANT from selling the tower to a responsible third party, which entity must become an assignee of this Lease prior to any effective sale of the tower and/or other property of TENANT. 6. Assignment And Subletting. A. TENANT shall not assign, transfer or otherwise convey this Lease, in whole or in part, by operation of law or otherwise, nor mortgage or pledge this Lease or any of TENANT's property or any part thereof, nor sublet or license any part of (space upon) the tower or other of TENANT'S Property without the prior • written consent of OWNER, which consent shall not be unreasonably withheld or unreasonably delayed. Each entity that becomes a successor in interest (by 14 s purchase of the tower, etc., or by whatever means) of TENANT rights under this Lease must be a responsible entity that will enable all users of this tower and LEASED AREA to continue to conduct their activities on the tower and LEASED AREA without undue inconvenience and without additional expense. Any assignment or other transfer whatsoever not expressly authorized by OWNER in writing shall be void ab initio. B. Except to the extent, if any, that is concurrently agreed to in writing by OWNER (a partial or complete novation), no consent by OWNER to any assignment, lease, sublease or any other transfer by TENANT (including sale of the tower, etc.,) to any entity except OWNER, shall relieve TENANT of any obligation to be performed by TENANT under this Lease, whether arising before or after the assignment, sublease or any other transfer. The consent by OWNER to any assignment, sublease, or other transfer, shall not relieve TENANT from the obligation to obtain OWNER's express written consent to any other or subsequent assignment(s), sublease(s) or any other transfer(s). C. Any sale or other transfer, including by consolidation, merger or reorganization, by sale or transfer of a majority of the then outstanding voting stock of TENANT (if TENANT is then a corporation) or any sale or other transfer of a majority interest (whether of profits, losses, capital, or voting power) or of a majority of the persons that then comprise the managers of the partnership (if TENANT is than a partnership), shall not be considered to be an assignment for purposes of this Section 6. D. Subject to all conditions regarding assignments, nothing herein prevents TENANT from assigning this lease during the first lease year. 7. Utilities. TENANT shall be responsible directly to all strving entities for all utility services used at the LEASED AREA. OWNER agrees to cooperate with TENANT in its efforts to obtain utilities from any location provided by the OWNER or by any other servicing utility. 8. Indemnification, Insurance, Assumption Of Risk. A. Subject to Paragraph 8.E., TENANT hereby agrees to indemnify and hold OWNER harmless from and against any and all claims of liability for personal injury or property damage to the extent that they result from or arise out of (i) the acts or omissions of .TENANT, its agents and employees in, on or about the LEASED AREA and/or the easement access area, excepting however, such claims 15 or damages as may be due to or caused solely by the acts or omissions of OWNER, its employees or agents; and/or (ii) TENANTS breach of any term or condition of this Lease on TENANT'S part to be observed or performed. TENANT shall defend OWNER if OWNER is sued by any person whomever or entity whatsoever for alleged electrical of other interference from any antenna or other facility on the tower or the LEASED AREA, excepting only from interference from OWNER's facilities, if any, on the tower because OWNER is not and shall not be responsible in any way for any facilities not owned by OWNER. B. To the extent then allowed by law, and subjectri to Paragraarmless ph Band OWNER hereby agrees to indemnify and hold TENANT against any and all claims of liability for personal injury or property damage to the extent that they result from or arise directly out of: (i) acts or omissions of SED AREA and/or OWNER, its agents and employees , on or about the the commencement date of this Lease, access easement area subsequent to excepting, however (i) such claims or damages as may be due to or caused solely by the acts or omissions of TENANT, its employees or aWNER' and/or o(be OWNER's breach of any term or condition of this Lease on P observed or performed. C. TENANT shall provide OWNER with a certificate of insurance, issued by an insurance company licensed to do business in the State of Florida proving that TENANT then carries comprehensive general liability insurance with limits of liability thereunder of not less that One Million Dollars ($1,000,000.00) combined single limit for bodily injury and/or property damage namgetherOWNElth an as an endorsement for contractual liability. ch he LEASED insuranceshall and with respect to additional insured with respect to t TENANT'S Property. TENANT will provide OWNER with a renewal certificate within ten (10) business days of OWNER's request for such certificate. Any insurance required to be provided by TENANT under this EASED Paragraph 8C may be AREA and provided by blanket insurance policy covering the TENANT'S Property and otherlocations other TENANT, such blanket LEASED insurance policy complies with all of requirements of this Lease with respect to the type and amount of insurance required. TENANT may ansso fulfill its requirements under this Section 8C through rogram of furnish OWNER with a letter If TENANT elects to self -insure, then TENANT shall am then in effect provides for acoveragenOER stating that said self-insurance progr to or greater than that required of TENANT herein by pnvat • cannot be certain that the specific insurance requirements specified in this Lease will be adequate with the passage of time; therefore, OWNER reserves the right to 16 • reasonably amend the insurance requirements by issuance of Notice in writing to TENANT, whereupon receipt of that Notice TENANT shall have sixty (60) days in which to obtain the required additional insurance, unless, for good cause, OWNER requires that such insurance be acquired in less than sixty (60) days. D. OWNER shall provide TENANT with a certificate of insurance, issued by an insurance company licensed to do business in Florida indicating that OWNER carries comprehensive general liability insurance with limits of liability thereunder of not less than One Million Dollars ($1,000,000.00) combined single limit for bodily injury and/or property damage, together with an endorsement for contractual liability. OWNER will provide TENANT with a renewal certificate within ten (10) business days of TENANT'S request for such certificate. E. Each such policy described in either paragraph (C) or (D), above, shall be written so as to provide that the insurance company waives all rights of recovery by way of subrogation it may have against OWNER or TENANT in connection with any loss and/or damage covered by such policy. The OWNER and TENANT agree and hereby release each other with respect to any claim (including a claim for negligence) which the other party may have against such party for loss, damage or destruction of, or liability for damages to, the LEASED AREA and/or TENANT's property occurring during the term of this Lease, as same may be extended, and normally covered under a fire insurance policy with extended coverage. Notwithstanding anything contained in this Lease to the contrary, the provisions of this Paragraph 8.E. shall control. F. ASSUMPTION OF RISK BY TENANT AND USERS. TENANT and each third party licensee, their successors and assigns, accepts the LEASED AREA and easement access area "as is." TENANT and each third party licensee, for its officers, agents, affiliates, contractors, materialmen, suPpliers, laborers, and employees (collectively "TENANT" for the purposes of this Section 8) hereby undertakes and assumes all risk of dangerous conditions, if any, on the LEASED AREA and on the access easement area, and hereby agrees to indemnify and hold harmless OWNER and all other Users against and from any claim asserted or liability imposed upon OWNER or any other User for personal injury or property damage to any person (other than from OWNER's gross negligence) arising out of the JENANT'S or User's installation, operation, maintenance, repair, and/or condition or use of the LEASED AREA and/or the access easement area, or TENANT'S failure to comply with any federal, state or local law, ordinance, rule • or regulation. 17 • 9. TENANT DEFAULTS. A. The occurrence of any one or more of the following events shall constitute an "Event of Default" of this Lease by TENANT: i. OWNER will not tolerate late payment of rent in full. The failure by TENANT to make any payment of rent as and when due. Each rent payment shall be mailed to OWNER via certified mail, return receipt requested, or by any other method where TENANT is notified in writing by the carrier that delivery of the rent to the OWNER has actually occurred. OWNER shall have no duty or responsibility to notify TENANT of any late payment or of the fact that the payment was less than the full amount then due to OWNER except as prerequisite to declaring TENANT to be in default of this Lease, in which case OWNER shall give TENANT at least ten (10) days notice of intent to declare a default for failure to pay that rent payment in full and on time. ii. The failure by TENANT to observe or perform any of the covenants or provisions of this Lease to be observed or performed by TENANT, other than as specified in Paragraph 9.A.(1), above, where such failure shall continue for a period • of forty five (45) days after written notice thereof is received by TENANT from OWNER; provided, however, that it shall not be deemed an Event of Default by TENANT if TENANT shall commence to cure such failure within said sixty (60) day period and thereafter diligently prosecutes such cure to its full completion. iii. If TENANT abandons or vacates the Property, of if any Trustee does not unconditionally assume this lease pursuant to applicable bankruptcy or other laws. iv. To the extent allowed by law, if TENANT is adjudicated a bankrupt or makes any assignment for the benefit of creditors, or if TENANT becomes insolvent, or OWNER otherwise reasonably believes itself to be insecure. If TENANT becomes insolvent or OWNER reasonably believes itself to be insecure, the TENANT or Trustee must provide OWNER with adequate assurances of future performance before this lease can be assigned in bankruptcy or for the benefit of creditors. Any such assignment shall require the assignee to provide OWNER with a security deposit of one year's rent at the then existing rental rate. The assignee must be able to immediately continue operation of TENANT's facilities at the tower site and not unduly inconvenience any then existing operation at the tower or . LEASED AREA. TENANT shall remove its personal property only to the extent 18 • that such removal does not result in any shutdown of any of the other communications operations on the tower or the LEASED AREA. B. If there occurs an Event of Default by TENANT, in addition to any other remedies available to OWNER at law or in equity, OWNER may elect to terminate this Lease and all rights of TENANT hereunder. C. If there occurs an Event of Default by TENANT, OWNER shall not have the right, prior to the termination of this Lease by a court of competent jurisdiction, to enter upon any of TENANT's Property and/or remove persons or property from TENANT's Property, except as needed to accomplish emergency repairs or emergency exercise of police powers. D. In the event of a material default of this Lease by TENANT, OWNER shall have the right, at its option, in addition to and not exclusive of any other remedy OWNER may have by this Lease or by operation of law, without any further demand or notice, to declare this Lease to be terminated. If then ordered by OWNER, TENANT shall immediately remove the tower and its property as specified by OWNER, and TENANT shall then pay to OWNER a sum of money . equal to the total of (i) the amount of unpaid rent, if any, then accrued through the date of termination; (ii) the amount by which the unpaid rent reserved for the balance of the term; and (iii) any other amount necessary to compensate OWNER for all detriment proximately caused by TENANT'S failure to perform its obligations under the Lease. In the alternative, OWNER, rather than terminate this Lease, may relet the tower, for the account of TENANT upon such terms and conditions as OWNER may deem advisable, and any moneys received from such reletting shall be applied first to the expenses of such reletting and collection, including reasonable attorneys' fees, real estate commissions paid, if any, and thereafter be applied toward payment of all sums due or to bedome due to OWNER hereunder, and if a sufficient sum shall not be thus realized to pay such sums and other charges, TENANT shall pay OWNER, monthly, any deficiency, notwithstanding that OWNER will have received rental payments from others in excess of the rental to OWNER stipulated in this Lease in previous or subsequent months, and OWNER may elect to bring an action therefor as such monthly deficiency shall arise. / E. No re -en and taking g of possession of TENANT's Property by OWNER shall be construed as an election on OWNER's part to terminate this • Lease, regardless of the extent of renovations and alterations by OWNER, unless a written notice of such specific intention is given to TENANT by OWNER. 19 • Notwithstanding any reletting without termination, OWNER may at any time thereafter elect to terminate this Lease for any such previous breach. • n U 10. Notices. All notices hereunder must be in writing and, unless otherwise provided herein, shall be deemed validly given if sent by certified mail, return receipt requested, addressed as follows (or to any other mailing address which the party to be notified may designate to the other party by such notice) or by overnight courier service with a concurrent copy each to: (1) Office of the Collier County Attorney and (2) Collier County's Real Property Management Department. Should OWNER or TENANT have a change of address, the other party shall immediately be notified as provided in this Paragraph of such change. Unless OWNER otherwise specifies in writing, rent checks from TENANT shall be sent to the person listed below to whom notices are sent. TENANT: Acme Towers Inc. Attention: J. Kevin Barile Address: 4830 W. Kennedy Blvd., Suite 340 Tampa, Florida 33609 Telephone Number: 813.258.2588 With a copy to: Attention: Wm. Todd Lax, Esq. Address: 4830 W. Kennedy Blvd., Suite 340 Tampa, Florida 33609 Telephone Number: 813.258.2588 OWNER: Collier County Attention: Franchise Administration Coordinator Address: 3301 East Tamiami Trail, Administration Building, First Floor Naples, FL 34112 Telephone No.: (941) 774-8585 11. Sale Or Transfer Of The Leased Area By Owner. / OWNER has noTans to p sell or otherwise convey away any part of or any interest in any part of the LEASED AREA to TENANT or any other person or entity. Should OWNER, at any time during the life of this Lease, sell, lease, transfer or otherwise convey all or any part of the LEASED AREA, to any 20 . transferee other than TENANT, then such transfer shall .be under and, during the entire term of this Lease, shall be subject to this Lease and all of TENANT'S rights hereunder and rights of all Third Parties. All of the provision, agreements, rights, powers, covenants, conditions and obligations contained in this Agreement shall be binding upon the parties, their respective heirs, successors (by merger, consolidation or otherwise) and assigns, lessees and all other persons acquiring any interest in the OWNER's PROPERTY and the LEASED AREA, or any portion thereof, whether by operation of law or in any manner whatsoever and shall inure to the benefit of the parties and their respective heirs, successors (by merger, consolidation or otherwise) and assigns. All of the provisions of this Lease shall constitute covenants running with the land pursuant to Florida law. 12. Hazardous Substances. A. OWNER has no knowledge that either OWNER or any other person or entity has used, generated, stored or disposed of, or permitted the use, generation, storage or disposal of any Hazardous Material (as defined in Paragraph 12.B, below) on, under, about or within any part of OWNER's Property in violation of any law or regulation. OWNER, TENANT and each USER agree that • they will not use, generate, store or dispose of any Hazardous Material (as defined in Paragraph 12.B, below) on, under, about or within OWNER's Property in violation of any applicable law or regulation. B. OWNER, TENANT AND EACH USER agree to defend and indemnify the other and the other's partners, affiliates, agents and employees against any and all losses, liabilities, claims and/or costs (including reasonable attorneys' fees and costs) arising from any breach of any warranty or agreement contained in Paragraph 12.A. As used in Paragraph 12.A, "Hazardous Material" shall mean any substance, chemical or waste identified as` hazardous, toxic or dangerous in any applicable federal, state or local law or regulation (including petroleum and asbestos). 13. Condemnation. A. Whole Condemnation. Because OWNER is a governmental entity and few ,,cendemnors have authority to condemn the LEASED AREA, it is unlikely that the LEASED AREA will ever be condemned. Nevertheless, if the LEASED AREA, including without limitation any of TENANT's Property or property of . each USER, shall be taken or condemned, either temporarily or permanently, for public purposes, or sold to a condemning authority under threat of condemnation to 21 iprevent taking, then this lease shall automatically terminate as of the date of the taking, condemnation, or sale. B. Partial Condemnation. If any portion of the LEASED AREA shall be taken or condemned, either temporarily or permanently, for public purposes, or sold to a convening authority under threat of such condemnation to prevent taking, then OWNER agrees that TENANT may use and/or construct upon an alternative portion of OWNER's Property that is suitable for TENANT'S purposes, provided such suitable space is then available. The exact site to which TENANT may relocate will be determined by OWNER, and it may be any portion of OWNER's Property (or other property owned or controlled by OWNER), provided TENANT approves the new site as being suitable for TENANT'S intended uses. OWNER will designate a site to which TENANT may relocate prior to the taking, condemnation or sale. In the event no alternative portion of the OWNER's Property is suitable for TENANT'S purposes, then this Lease shall forthwith automatically terminate as of the date of the taking, condemnation or sale. C. Condemnation Award. OWNER shall receive the entire condemnation award for the land and all other improvements as were paid for by • OWNER. TENANT hereby expressly assigns to OWNER any and all right, title and interests of TENANT now or hereafter arising in and to any such award. TENANT shall have the right to recover from the condemnor, but not from OWNER, any compensation as may be awarded to TENANT on account of the taking of its leasehold interest, moving and relocation expenses, and depreciation to and removal of personal property and fixtures of TENANT from the LEASED AREA. 14. Liens. TENANT shall keep TENANT's Property free from any liens arising out of any work performed, materials furnished, or obligations incurred by or on behalf of TENANT. TENANT shall, within thirty (30) days following the imposition of any such lien, cause the same to be released of record or otherwise, either by payment thereof or by posting of a proper bond in accordance with Section 713.24, Florida Statutes. No work which OWNER performs or has performed within the LEASED AREA shall be deemed to be for the use and benefit of OWNER so that no mechanics or other lien shall be allowed against the est of OWNER by reason of OWNER's consent to any such work. OWNER may, at its election, post notices in the LEASED AREA advising that OWNER it is not responsible for payment for any such work. 22 15. Fire And Other Casualty Damage To Facilities. the related facilities is/are totally or substantially destroyed by anI act oro ccrU1 angor ce beyond the control of TENANT, TENANT may terminate this Lease effectivee on the date of such occurrence, or TENANT may elect to rebuild the towon construct a substantially similar tower. under this provisionIf TENANT elects to terminate this Lease , any unearned rent for the remainder of that lease year refunded by OWNER to TENANT provided TENANT has not otherwise shall be this Lease to the monetary detriment of O breached elects to rebuild the tower (or construct a newtower) t the User. If TENANT reduced to $100.00 per month for only the ninety (90)da s followi ual rental shall be date occurrence, at which time the prior then existing ng the damage automatically recommence. p g annual rent shall 16. Taxes. A. This is a net -net Lease as to OWNER. TENANT shall be liable for and shall pay to the applicable taxing authority if billed directly to TENANT or OWNER if billed to OWNER, upon thirty3ays to OWNER, any and all taxes and assessmentevie0d against am mitten notice from trade or other fixtures placed by TENANT in or about the LEASED AREA, B• OWNER's Property is not now subject to any real property taxes. Nevertheless, TENANT shall pay (as additional rent) real property taxes if an that may be levied against the LEASED y' E as a result of this Lease and/or any impr�ovemen�oconstructed gamst OWNER's Property AREA by TENANT and/or any licensees other than OWNER. TENANT hall not be responsible for any increases in real property taxes which are a result of tax assessment of OWNER's Property due to improvements made by Owner or any third parties acting under Owner. C. If any tax, any payment "in lieu of ' or "as a substitute for" all or an Portion of any taxes and/or special assessments are imposed on any of the tangible and/or intangible property, such tax obligations shall be assumed and be paid b TENANT except as to any such payments directly attributable to communications equipment installed on the site by OWNER. This assumption shall notreclude TENANT from contesting any and all such obligations. p 17. Quiet Enjoyment And Non -Interference. w 23 • A. OWNER warrants that OWNER is seized of good and sufficient title to and interest in the LEASED AREA and has adequate authority to enter into and execute this Lease to TENANT. OWNER knows of no liens, judgments or impediments of title on the LEASED AREA that would affect this Lease. OWNER warrants and agrees that TENANT, upon paying the rent and performing all covenants herein provided, shall peaceably and quietly have and enjoy the LEASED AREA. It is the opinion of the County Attorney that the planned uses of the LEASED AREA, as expressed in this Lease, are allowed and permitted uses of the LEASED AREA and are not in violation of any Zoning Ordinance or other Land Use Ordinance that applies to the LEASED AREA. B. OWNER hereby grants to TENANT, as a primary inducement to TENANT'S entering into this Lease, the first priority right to install its antennas and operate its wireless communications facility on the LEASED AREA. From time to time OWNER may grant to other entities a lease or license to install communications towers and/or operate wireless communications facilities on OWNER's Property and/or the right to install antennas in connection with the operation of such facilities or other communications facilities; provided, however, that OWNER shall not allow the operation of any such facilities, antennas and/or • equipment by others . which unreasonably interfere with the operation of any antennas and/or equipment in the LEASED AREA as it exists at the time of such other occupant's installation or as it may be modified at any time during the term of this Lease, and as the same may be extended. If any such unreasonable interference occurs, OWNER agrees to cause the elimination of such interference with operations at the LEASED AREA within a reasonable time after receipt of TENANT'S notice of such interference and, if necessary, to cause the interfering party to modify or cease its operations. If such interference continues for more than thirty (30) days after TENANT'S notice to OWNER with respect to such interference, OWNER shall require the party causing 'the interference to immediately modify its use of or immediately cease using such equipment to the extent that it is then causing such interference. C. TENANT covenants and agrees that, during the entire term of this LEASE, no equipment, installation, operation and maintenance at the LEASED AREA, including same by any third party licensee, shall not interfere with the opeption of the OWNER's 800 MHz system or OWNER's other transmitted or received radio signals. In the event there is any such interference, TENANT will promptly take all steps necessary to correct and eliminate same within a reasonable • period of time. If TENANT is unable to eliminate such interference caused by any such equipment, installation, operation and/or maintenance at the LEASED AREA, 24 • TENANT agrees to remove the offending antennas from the LEASED AREA and, if the interference cannot be corrected to the satisfaction of OWNER, this Lease may be terminated at the election of OWNER. This provision shall be specifically spelled out in every license from TENANT to each third party licensee. 18. Estoppel Certificates and Subordinations. A. OWNER, at the request of TENANT, shall provide TENANT with a certificate stating: (1) whether OWNER has any claim against TENANT for rent or otherwise and if so, stating with specificity the nature of each such claim; (2) that OWNER recognizes TENANT'S right to TENANT'S antennas, equipment and other property at the LEASED AREA; (3) that TENANT then has the right to remove TENANT'S equipment and other property from the LEASED AREA provided such removal will allow the remaining users of the tower to make its use of the tower (not notwithstanding that such property may be considered fixtures under Florida law); and (4) that OWNER at the time of execution of the Estoppel Certificate has no legal interest in and affirmatively disclaims any interest to TENANT'S equipment and other property within the LEASED AREA. B. TENANT, at the request of OWNER, shall provide OWNER with a certificate stating: (1) that this Lease is unmodified and in full force and effect (or, if there has been any modification, that the same is in full force and effect as modified (and shall state the modification(s)); (2) whether or not, to TENANT'S knowledge, there are then existing any set -offs or defenses against the enforcement of any of the agreements, terms, covenants or conditions hereof upon the part of TENANT to be performed or complied with (and, if so, specifying each of the same); and (3) the dates, if any, to which rent has then been paid in advance; and (4) any, if in the first lease year, other provisions required to enable TENANT to obtain a perfected UCC -1 to finance the tower and/or its equipment. C. ALL OTHER INTERESTS SUBORDINATE. This Lease and all of TENANT's property at the LEASED AREA shall during its life always be superior to any mortgage and any other pledge by OWNER and by TENANT. OWNER and TENANT shall at no cost or expense to the other, execute whatever subordination agreements and/or other instruments as may be reasonably required by' other to evidence such subordination. It is hereby agreed that a request by TENANT for a subordination from OWNER to facilitate TENANTS initial financing of the tower and/or any or TENANT's initial equipment is a reasonable required subordination. TENANT hereby affirms that as of the date of execution of this Lease there is no deed of trust, mortgage, or other any other encumbrance 25 affecting this Lease or any of TENANT'S roe LEASED AREA. OWNER promises that there ex exists o mat ortgage, placed within he or other encumbrance or pledge by OWNER that is superior to dTEN eed f trust, Leasehold interests in this LEASE, and that O ANT'S into or suffer any such encumbrance to become OWNER shall not knowingly enter interests under this Lease. The onlyP any of TENANT'S could be an encumbrance that is not avoidable bCeion to this promise by OWNER Y OWNER as a matter of law. 19. Miscellaneous Provisions. A. CONTROLLING LAW. This Lease and all license agreements other agreements related hereto and the performance hereof shall be o and interpreted, construed and regulated by the laws of the State. of Florida. Any lawsuits that may be brought to enforce any part of this Lease, includin a Any for damages, shall be brought in Collier County. g ny claim B. BROKERS. OWNER and TENANT represent to each other that the have not negotiated with any real estate broker in connection with this Lease. Y C. ENTIRE AGREEMENT. This Lease , including (which are hereby incorporated by reference) incorporates all agreements attached exhibits understandings between OWNER and TENANT, and no verbal agreements or understanding shall be binding upon either OWNER or TENANT. Any addition variation or modification to this Lease shall be ineffective unless made in writing' and signed by both of the parties. All license agreement shall be subject to thi Lease. D. CONTINUED COMPLIANCE WITH ALL APPLICABLE RULES. OWNER agrees that the LEASED AREA complies with and during the term of this Lease shall continue to comply with all building, life/safety, disability and other laws, codes and regulations of any applicable governmental or quasi -governmental -compliance shall be accomplished at no cost or authority. Correcting any such non expense of TENANT. E. SUCCESSORS AND ASSIGNS. This Lease, all licenses, and all other dir!c ly related agreements shall be binding and inure to the benefit of the parties, their successors and/or assigns. This Lease, and each and every covenant and condition herein, is intended to benefit the LEASED AREA and shall extend to and 10 bind all successors and assigns of the respectiveP arties. 26 F.NON-TECHNICAL READING OF TERMS AND Provisions hereof shall be construed as both covenants and cond tioiI the same 11 if the words importing such covenants and conditions had been used in each separate paragraph. No distinction between a condition, a term, a promise or a covenant is intended or shall be implied. G. NEUTRAL CONSTRUCTION. Each party has had an review and negotiate this Lease and have executed this Lease only s h review and negotiation. The language of each part of this Lease shall be construed simply and according to its fair meaning, and this Lease shall not be construed more strictly in favor or against either party. H. ATTORNEYS' FEES. If either party institutes any action or proceeding in court to enforce any provision hereof, such as an action for damages for any alleged breach of any provision hereof, then the prevailing party in such action or proceeding shall be entitled to receive from the non -prevailing party such amount as the court may adjudge to be reasonable attorneys' fees for the services rendered to the prevailing party, together with its other reasonable litigation • expenses. I• FAILURE TO CURE CURABLE BREACH. If either party breaches this Lease in any manner and fails to commence to cure such breach within thirty (30) days after receiving a written notice from the other party exactly specifying the violation (or if the breaching party fails thereafter to diligently prosecute the cure to completion), then the non -breaching and remedies under this Lease or provided baw or it may (althoughay enforce shall rights obligated to do so) cure that breach or perform the breaching g not be (on the breachingp g party's obligations party's behalf and at the breaching party's expense) and require the breaching party to reimburse all reasonable expenses incurred in doing so, plus interest (from the date such expenses are incurred until reimbursement) at twelve percent (12%) per annum. J• SEVERABILITY. If any portion of this Lease is declared by a court of competent jurisdiction to be invalid or unenforceable, then such portion shall be deemed modified to the extent necessary in such court's opinion to render such porton enforceable and, as so modified, such portion and the balance of this Lease shall continue in full force and effect K. INJUNCTIONS AND EQUITABLE RELIEF. In addition o all other remedies provided for in this Lease, OWNER and TENANT shall betentitled to 27 . IN WITNESS WHEREOF, OWNER and TENANT . have duly executed this Lease as of the day and year first above written (the Commencement Date). • 0 -,".-ATTEST: DWIGHT E BROCK, CLERK 4 .�. By � .-•�� beputy�Cler ::Attest as Approved as to Form ana OWNER: BOARD OF COUNTY COMMISSIONERS COLLIE4,C NTY, FLORIDA/ Patfilela S. Mac'Kie, to Chairman's only. Legal Sufficiency: 6 Assi ant County Attorney County's S. S. Tax No.: M Print Name: Kevin Barile Title: President TENANT: STATE OF FLORIDA COUNTY OF HILLSBOROUGH ACME TOWERS INC. A Florida corporation Cc WOMAN The foregoing Lease was acknowledged before me this 25th day of March, 1999, by Kevin Barile, as the President of TE ANT, who is personally known to me. o1�Y P41e Milton K. Schmidt Notary Public 1 2 COMMIsSIOn # CC 771001 Serial Number: EVIres AUG. 27, 2002 Mo d 4TLANT BONDED HRt! BONDING RUCO.INC My Commission Expires:——1-21 —21 D2 -end - 29 , • Exhibit "A" Legal Description LEGAL DESCRIPTION OF PARENT TRACT: TRACT S-4 T1iE_VINCYARDS.UNIT 3. ACCt)Rpp,IG 10 AS RECORDED IN PLATgOOK 16. PAGES 2 TMRU 5, W(: USIVE. OF THIE MAP ORPT ET p ERECOf. RECORDS OF COU, &. COUN FLaelaA. LEGAL DESCRIPTION OF LEASE PARCEL. A PARCEL OF LAND LYING IN SECTION. 5, TOWNSHIP 49 SOUTH, RANGE 26 EAST. COLLIER COUNTY, FLORIDA, BEING A PORTION OF TRACT "S-4" OF THE PLAT OF THE 'ANEYARDS UNIT '3, AS RECORDED IN PLAT BOOK 16. PAGES 2 INCLUSIVE. OF THE PUBLIC RECOROS. OF MORE COLLIER COUNTY, FLORIDA. SiUpPARCEL PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHWEST CORNER OF SAID SECTION 5. PROCEED SOUTH 89'54.30" EAST ALONG THE NORTH LINE THEREOF A DISTANCE OF 60,02 FEET TO THE NORTHWEST CORNER OF SAID TRACT 'S-4'. SAID OF WAY (R/W) LINE OF POINT LYMG ON THE SOUTH RIGHT VANDERBUILT BEACH ROAD; THENCE DEPARTING SAID R/W LINE SOUTH 01'28'00" EAST ALONG THE WEST LINE OF SAID TRACT 'S-4' A DISTANCE OF 353.03 FEET: THENCE DEPARTING SAID WEST LINE OF SAID TRACT 'g -q' NORTH 8832'00' EAST A DISTANCE OF 31.00 FEET TO THE POINT OF BEGINNING: THENCE NORTH 88`41'30' • EAST A DISTANCE FEET; OF 20-04 FEET: THENCE SOUTH 01.21,22. EAST A DISTANCE OF 50.00 THENCE SOUTH 88'41'30" WEST A DISTANCE OF 20.00 FEET; THENCE NORTH 01 -24'22 - WEST A DISTANCE OF 50.00 FEET TO THE POINT OF BEGINNING. CONTAINING AN AREA OF 1.000 SQUARE FEET MORE OR LESS. LEGAL DESCRIPTION OF ACCESS AND UTILITY EASEMENT: A PARCEL OF LAND LYING IN COLDER SECTION 5• TOWNSHIP 49 SOUTH. RANGE 26 EAST, COUNTY, FLORIDA, BEING A PORTION OF TRACT 'S-4" OF THE PLAT OF THE VINEYARDS UNIT 3, AS RECORDED. IN PLAT BOOK 16, PAGES 2 THROUGH 5, INCLUSIVE, Of THE PUBLIC RECORDS OF COLLIER COUNTY, FLORIDA, SAID PARCEL MORE PARTICULARLY -DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHWEST CORNER OF SAID SECTION 3, PROCEED SOU7}i 89'54'30' EAST ALONG THE NORTH LINE THEREOF A DISTANCE OF 60.02 FEET TO THE NORTHWEST CORNER OF SAID TRACT 'S-4', SAID POINT LYING ON THE SOUTH RIGHT OF WAY (R/W) LINE OF VANDEROULT BEACH ROAD; THENCE COfaNVE SOUT}1 EAST ALONG SAID SOUTH R/W LINE A DISTANCE OF 53.89 FEET TO THE POINT OF89.51'30' BEGINNING: THENCE. CONTINUE SOUTH 89'54'30' EAST ALONG SAID LINE A DISTANCE OF 10.88 FEET: THENCE DEPARTING SAID . SOUTH R/W UNE. SOUTH 23'19'56' WEST A DISTANCE OF 20.45 FEET: THENCE SOUTH 64*30 20' HEST A DISTANCE OF 26.39 FEET. THENCE SOUTH 43"00.41' KST A DISTANCE OF 22.93 FEET 70 A POINT ON THE EAST UNE EA TH w>^AT IS FEET OF SAID TRACT . THENCE SOUTH 01'28'00" EAST ALONG SAID EAST/LINE A DISTANCE OF 345.56 'Fa:ET; THENCE NORTH 88-41'.30- EAST A DISTANCE14 FEET; THENCE SOUTH 01'24'22" EAST A DISTANCE OF WEST A DISTANCE 10.00 FEET: THENCE SOUTH 88'» 3098 24:95 FEET; THENCE NORTH Q1�6'00' WEST, PARALLEL TO THE WEST • UNE OF SAID TRACT "S-4', A DISTANCE OF 359.63 FEET; THENCE NORTH 43ro0'41' EAST A DISTANCE OF 28.92 FEET; THENCE NORTH 04'30.20" EAST A DISTANCE OF 24.33 FEET; T4ENCE NORTH 23'19'58" EAST A DISTANCE OF 12.39 FEET TO THE POINT OF BEGINNING. CONTAINING AN AREA OF 4,426 SQUARE F-tt; MOIRE OR LESS. Owner Initials: Acme Initials: Exhibit "A" (continued) Site Sketch "EASE AREA �ROPE)S[G Io'Xjj' S -EVER ma- ryp FE -CE ENCLOSURE Eflsrwc jOccNG i At. IT NIOC ACCESS CASE • -ROPOSED ACCESS EX,SnNC 7 ,vA - E.ISn.G FENCE 150 -01-OPIDI-E mr, 7 WO—P SERVICE TWOU(;m (No DISCO--ECT)- 01 APPROX NORr�j N SITE PLAN 16 I ;p �I �o � p�; i aI L -C OAK rVP OF COCO PLUM nV OF 30 Owner Initials: Acme Initials: Y � THIS INSTRUMENT PREPARED BY AND RETURN TO: *Acme Towers Inc. Inc. One Urban Center 4830 West Kennedy Blvd., Suite 340 Tampa, Florida 33609 Exhibit B MEMORANDUM OF LEASE THIS MEMORANDUM OF LEASE evidence that a lease was made and entered into by written Ground Lease Agreement dated 1999 by and between Collier County ("OWNER") whose address is 3301East Tamiami Trail, Administration Building, First Floor, Naples, Florida 34112, and ACME TOWERS INC., a Florida corporation ("Acme") whose address is One Urban Center, 4830 West Kennedy Blvd., Suite 340, Tampa, Florida, 33609, the terms and conditions of which are incorporated herein by reference. OWNER hereby leases to ACME a certain site located in Collier County, Florida, within the property of OWNER which is described in Exhibit A, attached hereto, with grant of easement for unrestricted rights of access thereto and to electric and telephone facilities, all as more specifically described in the Ground Lease Agreement, the temts of which are incorporated herein by reference, for a term of ten (10) years commencing on which term is subject to one (1) additional ten (10) year extension period by ACME. After the twentieth (20a') year, the lease may be re- negotiated in order to extend the terms and conditions of the lease. "OWNER NOT RESPONSIBLE FOR CONSTUCTION LIENS." Pursuant to Florida Statutes, Section 713. 10, the interest of the lessor shall not be subject to liens for improvements made by the lessee. the event of any such lien being filed, the lessor shall cause the title to lessor's property to be cleared within ten (10) days notice thereof. The failure to clear lessor's title shall be deemed a default under the terms of this lease." Site ID: #97-21 Site Name: Palm River WHEREOF, OWNERS and ACME have duly executed this Memorandum of Lease as of the day and year first above a Florida orl on By: Name/Title: evin Bartle, President S.S./Tax No.: 59-3456362 Address: One Urban Center 4830 West Kennedy Blvd., Suite 340 Tampa, Florida 33609 Date:2 Witnesses: Print Name (2) t _ Print Na ' STATE OF FLORIDA COUNTY OF HILLSBOROUGH The foregoing instrument was acknowledged before me this 25'e day of March, 1999 by Kevin Barile as President of Acme Tower, Inc., a Florida Corporation. He is personally known to me. (Printed, Typed or stamped Name of Notary) • 601 P&, Milton K. Schmidt a 6 Commisslon # CC 771001 Expires AUG, 27, 2002 Of rM1 Q ATLANTIC GO DI a ca, INC. ,!7 (Official Notary Signature) Notary Public — State of Florida In THIS INSTRUMENT PREPARED BY AND RETURN TO: Acme Towers Inc. Inc. One Urban Center 4830 West Kennedy Blvd., Suite 340 Tampa, Florida 33609 ATTEST: t DWIGH'�kIBI�OCK, CLERK B �._. Deputy. Clerk { �. Aite`st-.as to Chairman' si9tr3rF Qnl�o Approved -as to F'9 and` Legal Sufficiency: e---` 6 Assistant County Attorney • 0 Exhibit B OWNER: BOARD OF COUNTY COMMISSIONERS COLLIER 907NTY, FLORIDA i By: Pamela S. Mac' 'e, CHAIRW County's S.S. Tax No.: Site ID: #97-2I Site Name: Palm River r ,I ,a' - `b' • Exhibit "A" Leal Description LEGAL DESCRIPTION OF PARE14T TRACT: ROfN HNE�'ARDS UNIT 3, ACCOG TO R£CORCpSR0f0.iq PilIT lBpp� 16. PAGES 2 71RU S, AP US1 OR PLAT THEREOF IN , �Q,t<1N71', SDA VE, of Tiff. PUBLIC LEGAL DESCRIPTION OF LEASE PARCEL: A PARCEL OF LAND LYING IN SECTION. 5, TOWNSHIP 49 SOUTH, COLLIER COUNTY, FLORIDA, BEING A PORTION OF TRACT ' " RANGE 26 EAST. THE vINEYARp$ UNIT '3. AS RECORDED IN P1 AT 80OK 16, PAGE THE PLAT OF INCLUSIVE. OF THE PUBLIC RECdRQS OF CaLAT COUNTY, FL THROUGH 5. MORE PARTICULARLY pES�EO AS FOLLOn: ORiDA. SAID PARCEL COMMENCING AT THE NORTHWEST CORNER OF SAID SECTION 5. PROCEED SOUTH NORTHWEST " EAST CORNER O �E "T" LINE THEREOF A DISTANCE OF 60.02 FEET TO THE IOF '►�TNWEST COftIVER OF SAID TRACT "S-4". SAID POINT LYING ON K'AY (R/W) LINE OF VANDERBUILT BEACH ROAD; THENCc DEPARTING SAID R/WINE SOUTH FEET. 00" EAST ALONG THE WEST LINE OF SAID TRACT 'S-4' A DISTANCE OF 353.03 FEET: THENCE DEPARTING SAID WEST LINEOF SAID EAST A DISTANCE OF 31.00 TRACT "g -q- NORTH 88.32'00' FEET TO EAST A DISTANCE OF 20.04 FEET; TME PANT OF BEGINNING: THE NORTH 88`41'30' FEET; THENCE SOUTH88•gi•�" ENCS SOUTH 01'21'22- EAST A DISTANCE OF 50.00 WEST A DISTANCEOF 50.00 F WEST A DISTANCE OF 20.00 FEET; 0 THE POINT OF BEGINNING. Ti1ENCE NORTH 01'x4'22" CONTAINING AN AREA OF 1.000 SQUARE FEET MORE OR LESS, LEGAL DESCRIPTION OF ACCESS AND UTILITY EASEMENT: A PARCEL OF LAND LYING IN SECTION S. TOWNSHIP 49 SOUTH. RANGE 26 EAST, COLLIER COUNTY FLORIDA, BEING A PORTION OF TRACT `S-4" OF THE PLAT OF THE VINEYARDS UNIT 3, AS RECORDED. IN PLAT BOOK 16. PAGES 2 THROUGH S, L INCLUSIVE, OF THE PUBLIC RECORDS OF COLLIER COUNTY, FLORIDA. SAID PARC MORE PARTICULARLY DESCRIBED AS FOLLOWS: E COMMENCING AT THE NORTHWEST CORNER OF SA10 SECTION 5. PROCEED SOUTH 89'54'30" EAST ALONG THE NORTH UNE THEREOF A DISTANCE OF 60.02 FLET TO THE NORTHWEST CORNER OF SAID TRACT "S-4', SAID POINT LYING ON THE SOUTH RIGHT OF WAY (R/r1) LINE OF VANDEROLIV BEACH ROAD: THENCE CONTINUE SOUTH 89'54•gp- EAST ALONG SAID SOUTH .RA LINE A DISTANCE OF 53.89 FEET TO THE POINT OF BEGINNING; THE#'CE. CONTINUE SOUTH 89'34'30" EAST ALONG SAJD LINE A DISTANCE O 10.88 FEET; THENCE DEPARTTNC F SAID SOUTH R& LINE, SOUTH 2379'56 A DISTANCE OF 20.45 FEET. THENCE SOUTH 64'30 20' %EST A DISTANCE OF 26-39 FEET; THENCE SOUTH 4300'41" WEST A DISTANCE OF 22.93 OF THE WEST 16 FEET Or SAID TRACT 'S-41' FEET TO A PONT ON THE EAST UNE EAST �E A DISTANCE OF 345.56 THENCE SOUTH 01'78'0Q• EAST ALONG SAID �T; THENCE -SOUTH 0124'22" EASTEA� STANCE OF 0.00 FEET,CE NORTH EAST A DISTANCE OF 14.98 WEST A DISTANCE OF 24.95 FEET; TNINCE NOR TN 018'00' FEET; THENCE SOUTH 88'41'30" UNE OF SAID TRACT "S-4`, A DISTANCE OF 359.63 WEST, PARALLEL TO THE WE -ST DISTANCE OF 28.92 FEET; THENCE NORTH FEET; THENCE NORTH 43'00'41' EAST A T�+fNCE NORTH 23'19'56" EAST A DISTANCE OF 120- AST FEET ATDISTAN EPOINT 24. 5 FEET -NG. CONTAINING AN AREA OF 4.426 SQUARE FEE i MORE OR LESS. Owner Initials: _ Acme Initials: SBA Towers II LLC Vineyards Community Park (Subject is the tower on the left)