R05-110
II
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2 RESOLUTION NO. R05- r, 0
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4 A RESOLUTION OF THE CITY COMMISSION OF
5 THE CITY OF BOYNTON BEACH, FLORIDA,
6 AUTHORIZING EXECUTION OF AN AGREEMENT
7 REGARDING GROUND LEASE BETWEEN THE
8 CITY OF BOYNTON BEACH AND SPRINT
9 SPECTRUM, L.P., CONSENTING TO THE
10 ASSIGNMENT OF A GROUND LEASE INTEREST
11 AND OBLIGATIONS TO GLOBAL SIGNAL, INC.,
12 FOR THE TELECOMMUNICATIONS TOWER
13 LOCATED AT 3600 MINER ROAD AND PROVIDING
14 AN EFFECTIVE DATE.
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16 WHEREAS, the City of Boynton Beach entered into a Lease Agreement and
17 Addendum for Telecommunication Tower Site with Sprint Spectrum L.P. ("Sprint"),
18 providing for the lease of public property located at 3600 Minor Road, Boynton Beach,
19 Florida for a telecommunications tower, said lease and addendum each dated October 30,
20 1996; and
21 WHEREAS, Sprint is requesting to assign the ground lease interest and obligations to
22 Global Signal, Inc., and for certificate of estopple; and
23 WHEREAS, staff has reviewed the request and recommends that the City consent to
24 the request thereby allowing Global Signal, Inc., to essentially replace Sprint as the tenant for
25 the subject ground lease.
26 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF
27 THE CITY OF BOYNTON BEACH, FLORIDA THAT:
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Section 1.
The foregoing "Whereas" clauses are hereby ratified and confirmed as
29 being true and correct and are hereby made a specific part of this Resolution upon adoption
30 hereof.
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Section 2.
The City Commission of the City of Boynton Beach, Florida does
32 hereby authorize execution of an Agreement Regarding Ground Lease between the City of
33 Boynton Beach and Sprint Spectrum L.P., consenting to the assignment of the ground lease
34 interest and obligations to Global Signal, Inc., and for certificate of estopple for the
C:IDocuments and Settingslprainitoj\Local SettingslTernporary Inlernet FileslOLKDlSprint Assign to Global (Minor Road).doc
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1 telecommunications tower located at 3600 Minor Road, Boynton Beach.
2 Section 3. This Resolution shall take effect immediately upon passage.
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PASSED AND ADOPTED this ~ day of June, 2005.
ATTEST:
'tn.~
CITY OF BOYNTON BEACH, FLORIDA
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C:IDocuments and SettingslprainitojlLocai SettingslTernporary Internet FileslOLKDlSprint Assign to Global (Minor Road).doc
Recording requested by
and when recorded
return to:
Global Signal Inc.
301 North Cattleman Road
Sarasota, FL 34232
Attn: General Counsel
R05;-1I0
AGREEMENT REGARDING GROUND LEASE .
TIllS AGREEMENT REGARDING GROUND LEASE (this "Agreement") is made as
of , 2005, between the party identified as "Landlord" on the signature page hereof and
SPRINT SPECTRUM L.P., a Delaware limited partnership ("Tenant").
REClT ALS:
A. Landlord and Tenant are now parties to that certain Lease Agreement for
Telecommunications Tower Site dated August 13, 1996, a copy of which is annexed hereto as Exhibit A
(the ..~''), covering certain real property more particularly described on Exhibit A attached hereto
(the ''ProDertv'');
B. Pursuant to an agreement dated February 14,2005 by and among Tenant, certain
subsidiaries of Tenant and Global Signal, Inc., the Lease and the property related thereto (the "Premises")
will be assigned to an affiliate of Ten ant ("Tenant AftDlate"); and, after such assignment, the references
to Tenant herein shall apply to Tenant Affiliate;
C. Pursuant to a sublease (the "Sublease''), Tenant Affiliate will sublease its entire
interest in the Lease to an affiliate of Global Signal ("Subtenant") in exchange for certain prepaid
consideration and Subtenant will then leaseback to Tenant (and/or one or more of its affiliates) the portion
of the leased premises on which Tenant's telecommunications equipment is currently located in exchange
for certain ongoing payments (collectively, the "Lease and Lease Back Transactions'');
D. Certain lenders (each, together with their successors and assigns, a ''Lender'')
may make a loan to Subtenant or certain of its affiliates secured by a mortgage or other security
instrument encumbering Subtenant's interest in the Sublease; and
For good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:
CITY OF BOYNTON BEACH WATER (MI03XC076) (329S-FL).DOC
1. Consent. To the extent any such consent is required by the Lease, Landlord hereby
consents (a) to the acquisition by Tenant Affiliate (or any affiliate thereof), directly or indirectly, of
Tenant's interest in the Lease, (b) to the Sublease (and the recording of a memorandum of the Sublease)
and (c) to the Lease and Lease Back Transaction.
2. Estoppel Certificate. Landlord certifies that (and Lender may rely on such
representations) the following statements are true as of the date hereof:
(a) Tenant is the current tenant under the Lease (a full copy of which, including all
amendments thereto, is annexed as Exhibit A), and the Lease is in full force and effect and contains the
entire agreement between Landlord and Tenant with respect to the Property. Landlord is either the owner
of the fee simple interest in the Property or the holder of a valid leasehold interest in the property and the
person or entity signing on behalf of Landlord is authorized to do so and no other person or entity's
signature is required to bind Landlord.
(b) No default exists under the Lease on the part of Tenant, and, to Landlord's knowledge, no
event or condition has occurred or exists which, with notice or the passage of time or both, would
constitute a default by Tenant under the Lease.
(c) No payments to Landlord are required under the Lease for the Lease and Lease Back
Transactions or otherwise in connection with the above consents.
3. AQIeement with Respect to the Lease and Sublease. Landlord hereby agrees with respect
to the Lease as follows:
(a) Lender and Subtenant shall have all of the rights of Tenant under the Lease, including the
right to exercise any renewal option(s) or purchase option(s) set forth in the Lease, and shall have the
right to assign the Sublease subject to Landlord's consent, which shall not be unreasonably withheld,
conditioned or delayed.
(b) Landlord shall deliver to any Lender and Subtenant (in each case at such address as shall
be designated in writing to Landlord) a copy of any default notice given by Landlord to Tenant under the
Lease. No default notice from Landlord to Tenant shall be deemed effective as against any Lender or
Subtenant unless received by such Lender or Subtenant.
(c) If Tenant defaults on any monetary obligations under the Lease, Landlord shall accept a
cure thereof by any Lender or Subtenant within thirty (30) days after delivery of notice of such defaults.
For non-monetary defaults, Landlord shall not terminate the Lease for so long as a Lender or Subtenant is
diligently pursuing a cure of the default, and if curing such non-monetary default requires possession of
the Property, then Landlord agrees to give the Lender or Subtenant a reasonable time to obtain possession
of the Property and to cure such default.
(d) Landlord acknowledges none of Tenant or Tenant Affiliate may terminate, surrender or
cancel the Lease except as provided in the Lease and may not amend the Lease in a manner that
materially increases the liability or obligations of Tenant or Tenant Affiliate or decreases the rights of
Tenant or Tenant Affiliate without the prior written consent of Lender.
(e) If the Lease is terminated by Landlord for any reason, or otherwise rejected in
bankruptcy, Landlord will enter into a new lease with either Lender or Subtenant on the same terms as the
Lease, provided that all past due amounts under the Lease are paid to Landlord within 30 days of notice to
Lender and Subtenant of such termination.
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CITY OF BOYNTON BEACH WATER (MI03XC076)(3295-FL).DOC
4. Memorandum of Lease. To the extent the Lease or a memorandum thereof has not
previously been recorded, this Agreement shall constitute a "memorandum of lease" under applicable
State law and may be recorded in the applicable public records, the provisions of the Lease (with certain
financial terms redacted therefrom) being as set forth on Exhibit A annexed hereto and made a part
hereof.
5. Notices. All notices sent to any Lender or Subtenant shall be in writing and sent by
United States mail postage prepaid or other reputable courier service at the following address: c/o Global
Signal Inc., 301 North Cattleman Road, Suite 300, Sarasota, FL 34232, Attn: General Counsel; or to such
other address as Lender or Subtenant shall have notified Landlord in writing.
6. Miscellaneous.
(a) If this Agreement is inconsistent with the Lease, this Agreement shall control.
(b) This Agreement shall be binding upon Landlord and its successors and shall benefit each
of Lender and Subtenant and their respective successors and assigns.
(c) This Agreement may not be amended or modified except by a written agreement
executed by Landlord, any Lender and Subtenant. This Agreement may be executed in any number of
separate counterparts and all signatures need not be on the same counterpart.
[SIGNATURE PAGES FOLLOW]
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CITY OF BOYNTON BEACH WATER (MI03XC076)(3295-FL).DOC
TENANT
IN WITNESS WHEREOF, the undersigned, by its duly elected officer(s) and pursuant to proper
authority has duly executed, acknowledged and delivered this instrument as its true act and deed.
SPRINT SPECTRUM L.P.,
a Delaware limited partnership
By:
Name:
Title:
CITY OF BOYNTON BEACH WATER (Ml03XC076) (329S-FL).DOC
LANDl.ORD
IN WITNESS WHEREOF, the undersigned has duly executed, acknowledged and delivered this
instmment as of the day and year above '\Titten.
LANDLORD:
CITY OF BOYNTON BEACH FLORIDA
By:
Name:
Title:
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KURT BRESSNER
CITY MANAGER
BOYNTON BEACH,. FL
APPROVED AS TO FORM:
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BOYNTON PUBUC WORKS COMPOUND (rvfI03XC072){329r-FL).DOC..
EXHIBIT A
Lease and Legal Description
(see attached)
CITY OF BOYNTON BEACH WATER (MI03XC076) (329S-FL).DOC
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LEASE AGREEMENT
FOR TELECOMMUNICATION TOWER SITE
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T.Hll LEASE AGR~E.MENT (the -Agreemenr), made and entered into this ~e
day of~ by arid betWeen:.. .. . . ... . .
. ..:- . c~ BOYNTON BEACH, FLORIDA. .
a municipal corporation
(Hereinafter referred to as -CITY")
AND
Sprint Spectrum, LP.
A Delaware Limited Partnership
(Hereinafter referred to as -TENANr)
WHEREAS, CITY is the owner of a certain real property located at 3600 Miner
Road, Boynton Beach, Florida 33435, Palm Beach County, Florida; and
WJiEREAS, TENANT desires to lea~e a portion of ~id real property to construct,
oPerate, and ~intahi teie(:OOiml,lnications. tPWEtr anct supp~ equipment;. and. .
WHEREAS, CITY staff has reviewed the request of TENANT and recommends that
TENANT lease a portion of said real property; and
WHEREAS, the City Commission concurs with the recommendation of staff and .
deems it in the best"interest of the City .of Boynton Beach to lease a portion of said real
property to TENANT; and
WHEREAS. CITY and TENANT have negotiated an understanding for the leasing of
a portion of said real property; and
WHEREAS,.ClTYand TENANT desire to reduc:e theirunders~anding to Writing; now
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IN CONSIDERATION OF Ten ($10.00~ i:)b!f&t8, in hand paid by TENANT to
CllY, as well as the mutual covenants hereinafter exchanged, the parties agree as
follows: ,
SectiJ 1. R,EAL PROPERTY TO ~E LEASED I
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1.0'1' . CITY. shall lease to TENANT thatbertain 'parcel of resl properly,. sitUated .
in Boynton Beach, Palm Beach County, Florida, together with a nonexclusive easement
for Ingress and egress, seven (7) days a week, twenty-four (24) hours a day, on foot or
motor vehicles, including trucks, and for installatiol') and maintenance of utility wires,
cables,'conduits and pipes over, under or along twenty (20') foot wide easement
extending from nearest public right..of-way (more particularly desaibed in Exhibit A),
which is Miner Road, to the leased property and right-of-way for access are hereinafter
referred to as the · Property" . The said Property is located at 3600 Miner Road, in the
City of Boynton Beach.
Section 2.. DUTIES AND RESPONSIBlunes OF TENANT
2.01 TENANT shall use the Property for the purpose of constructing,
maintaining and operating a telecommunications tower and uses Incidental thereto,
consisting of a structure or structures, as necessary now or in the future, to house its
telecommunications equipment, f'""standing antenna support structure (pQle),. not to .
exceed 150' . (one h1.i!1dr~ fifty feet) to meetTENANT's telecorri~ni~tloriS ~s and.
all necessarY Connecting appurtenances. TENANT upon the approval of CITY may .
modify its antenna support structure and building(s); said approval shall not be
unreasonably withheld by CITY.
2.02 TENANT shall place around the perimeter of the Properly 8 security fence
of chain-link constNction, or similar but comparable construction, which meets the
requirements of the Code of the City of Boynton Beach.
2.03 TENANT shall be responsible for soil borings and similar tests which may
be required as a condition of constnJction and for all expenses related to Its
~provements. which. may thereafter be constructed upon Property.
2.04 TENANT shall maintain thE! property in alllasOnabI~ cotiditicm and me~
all requirements imposed by ordinances of the City of Boynton Beach and Palrri Beach
County. Florida.
2.05 The CITY also reserves the right to at any time during the tease, install or
have. installed other antennas for govemment usage on TENANT's tower. All antennas
shall be placed at an elevation as to provide the most effective use and with such
approval not unreasonably withheld; provided, however, the CITY"S or other antennas
shall not interfere with TENANT"S operations on the Property. Should TENANT install
an emergency generator on the Property, the CITY may access and connect only its
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communications equipment to TENANT"S ametgendy. generator.
2~ TENANT shall furnish, to its unmanned equipment structure, electric or .
telepho1e service for the operation of TENANT"s telecommunications equipment.
TENANt s~II be solely liable for electricity expens~ rela~ng to its installEltjon and ..
eqUipment. TENANT's electrical serviCe sflall be separ~tely metered; 8hd TE~
. shall be responsible for aUeosts as:sOciat~ Withl11etering~. including the cOst.ef .
installing any meter. If TENANT should install any emergency generators at this
Property, said generator shall CQrnply with Palm Beach County's Wellfield Protection
Ordinance.
2.07 TENANT shall submit all required applications for permits to the
applicable CITY and/or County departments for review and approval and required fees.
2.08 TENANT will be responsible for making any necessary returns for and
paying any and all prc;>>perty.taxes separately levied or assessed against its
improvements on the Property. TENANT shall reimburse CITY, as additional rent, its
proportionate share of any increase in real estate taxes levied against the Property in
exce.ss of the taxes due for the 1996 real estate taxes on the ",al property in which the
. Property is a part and against TENANT"s improvements by the taxing authorities.
2.09 TENANT, upon tennination of this Agreeme"" shl;lll, within a reasonable
periOd, remove-itS perSonal prOperty andfbdures and restate the property to Its.anginal
conditiOn, reasonable Wear and tear exCepted. At CITY's oPtion, When this Agreement"
is terminated and upon CI1Y"s advance written notice to TENANT, TENANT will leave
the foundation, the tower structure and security fence, to become property of CITY.
TENANT shall pay rent at the then existing monthly rate or on the existing monthly pro
rata basis, if based upon a longer payment term, untit such time as the removal of
perSonal property and fixtures are completed.
2.10 TENANT shall keep the Property free from any liens arising out of any
work performed, materials furnished, or obligations incurred by or for TENANT.
TENANT shall, within twenty (20) days following the imposition of any such lien. cause
the same to be re.leased of record by payment or posting of a proper bond. No work
.which CITY permitS TENANT to. perform on the ProPerty shall be d~ec1 to be fontle .
Use and benefit OfCllY. so that" no mechanics or other lien shall. be allowed agaii'lst.it;1e ..
estate of CITY by reason, of its consent to such work. CITY shall have the right to post
notices that it is not resPonsible for payment for any such work.
2.11 CITY hereby grants TENANT as ~ primary inducement to the TENANT"s
entering into this Agrepment, the first priority right to Install its antennas and operate its
telecommunications tower at the Property. From time to time CllY may grant to itself
and to other entitieslhe right to operate telecommunications facilities at the Property
and/or the right to install antennas in connection with the operation Of such facilities or
other communicati()l'lS facilities; provided, however thet CITY shall not aHow the
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operation of such facilities and antennas by other tenarjts to interfere with the operation
of TENANT's antennas and equipment as it exists at the time of such other tenant's
insta~lat' n Or as it may be modified at any time during the term of this Agreement, as
the may be extended. If any such interference occurs, CIlY agrees to eliminate,
if the., itional equipment is OPerl1ted by the City, ~ or ~us~ the, elimint;ltion of, If such
~pmeiit. is ~ed.by.athird party,such inteiterence With TENANt's operations.. .
. within a reasOnable tirM .after. receipt of TENANT's notice' Of sUctilnterference and, If
necessary, to cause the interfering paty to cease its operations. If such interference
continues for more than thirty (30) days after TENANT's notice to CIlY with respect to
such interference, then TENANT shall have the right, in addition to its right to pursue
any or illl remedies available to it at law or in equity, to immediately terminate this
Agreement by giving written notice to CITY of such termination. The CITY hereby also
agrees that the TENANT has no obligation or requirements to upgrade or modify the
Tower to facilitate the use of the Tower for other entities which the CIlY may authorize,
Any or all costs associated therewith, shall be borne by parties other than the TENANT.
2.12 CITY hereby agrees that, if because of TENANT's operations on the
Property any laws or regulations of the Federal Aviation Administration, Federal
Communications Commission or any other relevant governmental agency or body
reqliire or recommend that TENANT's antennas ancJ10r the T~ be lit and/or marked,
TENANT may install and maintain such lighting and markings. In no event. hOwever,
shall TENANT be responsible for the i~allatjoo or maintenance of any lighting or
. mai'king. requintd by the. operat.ions. of CITY or any othe,tenarlt in the TQWer. GITY.
will permit'TENANT acCeSs to all portions of the TOM!r that TI:NANT may need in. order
to check and replace such required or recommended lighting or marking.
. Section 3. DUnES AND RESPONSIBIUTIES OF CITY
3.01 CITY shall cooperate with TENANT in its effort to obtain certificates;
permits and other approvals that may be required by any federa'. state or County
authorities.
3.02 CITY shall grant TENANT the right to survey said property in order to
meet requirements to submit the applications for permits.
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. .... 3.03 CITY shall cooperate With TENANT in its 8frort 10 obtain utility .services. .
along said right-of-way, including signing such documents of easements as may be
required by any ptj)lic utility is unable to use the aforementioned right"'Of-way, the CITY
hereby agrees to grant an additional right-of-way, either to the TENANT or to public
utility, at no cost to the TENANT.
Section 4. ACKNOWlEDGMENT
4.01 CITY and TENANT acknowledge that TENANT'S ability to use the
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Property is contingent upon TENANT obtaining, after the execution of this Agreement,
all the certificates, permits and other approvals that are required by any federal, state
ancIIor local authorities. In the event that any certif~te . permit or approval Issued to
TENANr is canceled, expires, lapses or is otherwise withdrawn or terminated by a
. governmental authority. so tnat ~NANT is unable'to use s.aid real property for its .
. .lnt8nd~purpose,.TENANT .haUhavlii the 'righltotermil]ste'ttlis Agreement pursuant
to. Section 7:01. . - .. . . . .
4.02 Prior to the submittal of the application for the required building permit,
TENANT shall have the right to pSrfonn or caused to be performed and shall. have
compefed an assessment Qf the Properly and the adjacent areas in order to determine
whether such are contaminated by hazardous substances or pollutants. If the
assessment reveals the presence of hazardous substances or pollutants beyond levels
acceptable to TENANT and under applicable environmental laws, TENANT shall have
the right to tenninate this Agreement purslBlt to Section 7.01. .
4.03 CITY covenants that CITY has good and sufficient title and interest to the
property and has full authority to enter into and execute this Agreement CITY further
covenants that there are no other liens, judgements or impediments of title on the
ProPerly.
. section 5.. TERM 'OF AGREEMENT
5.01 See Attached Addendum - Paragraph 2 - Rent
5.02 TENANT shall have the option to extend this Agreement for four (4)
additional Five (5) year terms. Such extensions shall automatically occur unless
TENANT gives written notice to the other party of its intention not to extend this
Agreement at least six (6) months prior to the end of the current term,
5.03 If, at the end of the final year extension term, this Agreement has not
been terminated by TENANT giving to the other party written notice of Its intention to
terminate at least six (6) months prior to the end of the term, this Agreement shall
.remain.in.foree.and 8ff~ upon the same cOvenants, termS. and .cOndItiOlis~.The .
. . ., AgreEmient shall b8 for annual terms Ih8reafter unless termInated by 8lfhei'partY .by. ..
giving the other party written notice of its intention to terminate at least six (6) months
prior to the end of the term.
section 6, CONSIDERA nON
6.01 See attached addendum , paragraph 2 - Rent
6.01(a)
Services Provided to the City.
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In~' ~n thet n~' ed a~, e~s II vi~~.' ~
either $75, in se s, or e time paym of $75 , or mbln' 1~i--
both cash serviequ in $75, . I kind e ' s ust ea d eel .
""" 1~ Mer the~nilial ~, ~ AnOUalR~ ~ sh811 "" submil!ed to Ih . ....
... cliYi10 later than thirty (30) calendar d8ys after the Bnnlversary date of the Cei1irlC8te.' . .
of Occupancy. Annual Rent payments shall incur a late payment fee of 1.5% per month
(18% per amum), calculated from the Certificate of Occupancy anniversary date, for
any payment submitted to the CITY later than the date due.
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6.03 See attached Addendum, Paragraph 3 - CPI
6.04 This is a net-net-net lease and TENANT shall pay all sales taxes, real
estate taxes assessed against TENANTS property, utility charges, cost of
maintenance. and all other charges and expenses associated with the tenant's use of
the demised premises of this lease.
Section 7. TERMINA nON
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7.01 The TENANT may terminate this Agreement by providing a ten (10)
.calendar day written notice prior to the effective ter:minati,on date.
7.02 Prior to itieend of each five (5) year terin,:rENANT may terminate.this .
Agreement by providing written notice to the CIlY at least six (6) months prior to the
end of the current term.
7.03 Should TENANT default under any of the terms of this Agreement, CITY
may terminate this Agreement for cause by proViding a sixty (60) day written notice to
TENANT; however, TENANT shall be given the opportunity to correct any default within
thirty (30) calendar days of receipt of written notice. This Agreement shall not be
tenninated if such default is of a nature that it cannot be cured in thirty (30) calendar
days and TENANT is diligenUy proceeding to cure such defect.
. . .7.04 tn. the ~Yent of termination. of this Agreement by TENANT,al1 rent~1 fees
paid prior to sa.1d terminatior,. date shall be retained .bYthe CITY.. ... . .... .....
7.05 Upon termination,. TENANT shall offer CITY first option to purchase said
antenna structure and certain remaining improvements for the agreed upon sum of One
Hundred ($100.00) Dollars. CIlY shall have ninety (90) calendar days from the
effective
elate of termination in which to exercise this option.
Section 8. INDEMNIFICATION
8.01 Genera' Indemnification: TENANT agrees to Indemnify, save and hold
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hannless and defend CITY, its City Commission members, officers, agents and
employees, from any and all claims, damages, liability, losses, causes of action of any
nature whatsoever, which may arise out of, in COMection with or because of the use
and oc4Jpancy of the property by TENANT or its officers, agents, emplOyeeS or
Indeper{dent contractors under this Agreement or the breach of this Agreement by
TENANT..PLII'Suantto its liability, "TENANT shall pay.all.Claims, J~~, I~S or'. . .
settlements or jUdgments, of :any natUre WhatSoever; : in conneclloii thereWith including, ..
but not limited to, paralegal fees, attorney's fees and costs to defend all claims or suits,
including attorney;s fees on appeal, in the name of CITY when applicable, and shall
pay all coSt .and judgments which may issue thereOn at both the trial and appellate
levels. 'Such indemnification shall not be limited to the amount of comprehensive
general liability insurance which TENANT Is required to obtain under this Agreement
this Indemnity shall not apply to any claims arising from an act of gross negligence or
intentional misconduct of the indemnified party.
8.02 Nothing contained herein is Intended nor shall be construed to waive
CITY'S rights from immunities under the common law or Florida Statutes, 768.28, as
amended from time to time.
Section 9, INSURANCE
9.01 TENANT maintains a risk management program which provides for
. compreh8nsive g8neralliability, .property inSurance and workers' .~i1satiQn. ..
Verification of said program has been submitted to the CllYS.Risk Management.
Coordinator. The CITY shall receive a thirty (30) calendar day written notice in event of
any change In the current program having an effect upon the breadth Of coverage with
respect to limitations and any variance with respect to limits of liability, if less than
thoSe Indicated in the program submitted to the CITY'S Risk Manager.
9.02 UPON EXECUTION OF THIS AGREEMENT BY TENANT, TI-fE CITY OF
BOYNTON BEACH SHALL BE NAMED AS AN ADDITIONAL INSURED P,t.S . ITS
INTEREST MAY APPEAR wrrn RESPECT TO THE REQUIRED COVERAGES AND
:THE OPERATIONS OF TtNANT UNDER THE AGREEMENT,
Section 10. ASSIGN'ENT
10.01 This Agreement m8y not be sold, sUbleased: ~igOed ~i tranSferred at
any time except to TENANrs principal. affiliates or subsidiaries or its principal, or to
any company upon which TENANT is merged or consolidated. As to other parties, this
Agreement may not be sold, subleased, assigned or transferred without the written
consent of the CITY; such consent shall not be unreasonably withheld, This provision
will not preclude TENANT from allowing other parties to co-Iocate on the Property to
Tower. 80 long as this Agreement is In effect, the City consents in writing, and the co-
located equipment does not interfere with existing equipment.
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Section 11. COMPLIANCE WITH LAWS.
1 :1.01 TENANT shall comply with all statutes, laws, ordinances,. rules,
regUI.ati m'ns and lawf. ul orders of the United States of America,. State of FlOrid. a, City of
.Boyntor{ Beach, Palm Beach C()unty,. and of any other public autnQrity whid1 may be
....applicabie.'.. . . ..... . .. .. . ... . .. .:.. ..
Section 12. GOVERNING LAW; VENUE
12.01 The validity, construction and effect of this Agreement Shall be governed
by the I8ws of the State of Florida.
12.02 Any claim, objection or dispute arising out of the terms of this Agreement
shall be litigated in the Fifteenth JUdlcial.Clrcuit in and for Palm. BeaCh bounty, Florida.
Section 13. INSOLVENCY
13.01 In the event that either party shall become insolvent, make 8 general
assignment for the benefit of creditors, suffer or permit the appointment of a receiver for
Its bUsiness or its assets or shall avail itself of, or become subject to, any proceeding
under the federal Bankruptcy Act or any other statute of any state relating to insolvency
:or: the protection of rights of Creditors, or become subject to rehabil~ati.o~, then, at the
. oPtion of the other party and. immediately upOn written not!ri8, this Agreement shall .
. termiriateand be of no. further fOrce and effect. . . .. . .
Section 14. ENTIRE AGREEMENT
14.01 This Agreement contains the entire understanding of the parties relating
to the subject matter hereof, Sup8l"$edlng all prior communication between the parties,
whether oral or written. This Agreement may not be altered, amended, modified or
otherwise changed nor may any of the terms hereof be waived. except by a written
Instrument executed by both parties. The failure of a party to seek redress for violation
of or to insist on strict performance of any of the covenants of this Agreement shalf not
be construed as a waiver or relinquishment for the future of any covenant. term,
. ~ ~ition or electiol'l, but the same shall continue a:1d remain Infu~.kJrce.~rid effect.
. . .'
.Section 15. SEVERABIUTY
15.01 Should any part, term or provision of this Agreement be by the
coLl'ts decided to be invalid, illegal or in conflict with any law of this State. the validity of
the remaining to be invalid, illegal or in conflict with any Jaws of this Stale, the validity
of the remaining to portions or provisions shall not be affected thereby.
Section 16. NOTICES
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16,01 All notices or other communications required by this Agreement shall be
in writing and deemed delivered upon mailing by certified mail, return receipt
requested, to the following persons and addresses:
.. f.. CITY; City Manager . .
. . . . City of Boynton Beach .
P.O:Box 310 ..
Boynton Beach, Florida 33068
WITH
COpy TO: James A Cherof, City Attorney
Joslas, Goren, Cherof, Doody & Ezral, P ,A.
3099 East Commercial Boulevard, Suite 200
Fort Lauderdale, Florida 33308
TENANT:
Sprint Spectruc, loP., a
Delware limited Partnership
WITH
COpy TO: MastrinalChristiansen
Attorneys at Law
2750 North Federal Highway
. F~ .l,.auderChiIe, FL33306
Section 17, OTHER PROVISIONS
17.01 Should the CITY, at any lime during the term of this Agreement. decide to
sell all or part of the Property to a purchaser other than TENANT, such sale shall be
under and subject to this Agreement and TENANT's rights hereunder, and any sale by
the CITY of the portion of this Property underlying the right-()f-way herein granted shan
be under and subject to the right of the TENANT in and to such right-of-way.
17.02 If the whole of the Property, or such portion thereof as will make the
Property unusable for the purposes herein leased, are condemned by any.~egally
. constitt4ed.al,flhority .for anY~bfic: use or purpose~ then in either of said event$.ttM;t ..
term her.by.gra.nted shall ce$S~. ftom the time wben PbssesslOn th8re()fii ~fI by' ..
public authorities, and rental shall be accounted for as between CITY and TENANT as
of that date. Any lesser condeJmation shan in no way affect the respective rights and
obligations of CIlY 8nd TENANT hereunder. Nothing irithis provision shalf be .
construed to limit or affect TENANT's right to an award of compensation of any eminent
domain proceeding for the taking of TENANT's leasehold interest hereunder.
17.03 City covenants that TENANT, on paying the rent and performing the
covenants, shall peaceably and qUietly have, hold and enjoy the Property.
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17.04 Attorneys" Fees. If any party obtains a judgement against any other party
by reason of breach of this Agreement, the prevailing party shall be entitled to .
reasonable attorneys" fees and costs, including paralegal costs, at both the trial and
appetlaf levels. .
, .
. Section 18. . PUBUC.RECORDS
'. .
18.01 CITY and TENANT agree thSt a copy of this Agreement shall be recorded
. in the Public Records of Palm Beach County, Florida, upon execution of this
Ag~t. The cost for recordatiOn shall be paid by the TENANT.
IN WITNESS WHEREOF, the parties hereto have caused these presents to be
executed, the day and year first above written.
ATTEST:
CITY OF BOYNTON BEACH, FL
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Approved as to Form: Mayor
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CIIy AIIDIMy
State of Florida
County of Palm Beach
The foregoing instrument was acknowledged before me. the undersigned Notary
Public in and for the State of Florida. on this. the (ptJ. day o~. 1996, by
- . G$rBId Taylor, ~SUO~~~ City Clerk and Mayor, respectively.
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NOTARt PUBUC
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Individuals who signed are personally
known: no identification produced
TENANT
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Title: "1>-A..Df'""'""J .$tf# -,' Q.'''.l~
STATE OF FLORIDA. )
COUNTY OF Pain. B~n:~ttr )
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I HEREBY CERTIFY that on this ~rYA= day of
D db '" eL ~, J qqt-ft before me personally appeared
""-~ oJ;-..;) L. L"i-f/.e.. of PCS, to me personally known to be the
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individual who executed the foregoing instrument and acknowledged before me that he
executed the same for the purpOses therein expressed on behalf of pes.
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900182 .. ~ CQIMSSION#CC524148
~I! 1bA' EXI'IIlES JAN 11.2000
Tower.1se ~1lF~
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ADDENDUM TO PeS SITE AGREF.MENT
Site Name: qrY OF BOYNTON BEACH Site ID: MIA 9504
..!~~~.~.:.~~~T.~ (3~O Miner Road. BOyntonB~Gh, FL33436).. .. ..._~, ...
. ... nnS.ADDENPUM modifies aad airiends the I'CS Site ~t referred to bercin ufoDows:.
1. personal Property, Real Estate ud ~le Taxes: SSLP will pay'a11 personal property
and intangible taxeS levied or assessed on the PCS system. SSLP win pay any increase in Owner'. real
estate taxes directly attributable to the PCS installation.
2. Rent: Notwithstanding anything to the contrarY contained herein, rent will commence on
the Rent Start Date. !lent will be paid annually in advance on the !lent Stm Date and on each
anniverSary of it. The Rent Start Date sball be the earlier of <a) the elate which is 30 days after the
issuance of a building permit tor installation of the PCS, or (b) the first day of the month following
commencement ofphysic:al preparation of tile Site. The annual rent wiD be 512.500. partial years to be
pro-rated.
2.a Upon the issuance of a Certificate of Occupancy by Ct1'Y for TENANTs
ColJUl1UlliaLtiODS Facility, TENANT shall in lieu of making the payment of rent for the Initial five year
temus provided hereinabove. TENANT shaD pay to CITY a one time lump sum payment of SEVENTY-
FIVE tHOUSAND AND NO/tOO ($7S,OOO) DOu.ARS. This lump sum payment shall constitute the
advance renta1pa}rmentby TENANT for the initial five year lease tenn... . .
3. CPI: 'The annual rent for each Renewal Tenn wiD be the annual rent in etfeet for the final
year oftbe Initial Term or prior Renewal Term. as the case may be, increased by an amount based upon
the Q1l1IU1ative percent increase of the CPl (Consumer Price Index: . U.S. City Averases for Urban Wage
Earners and Clerical Workers - 1982-84 - 100. published by the United States Department of Labor.
Bureau of Labor Statistics (or reasonable equivalent index if'such index is discontinued)) between the
comrnencement of the Initial Term and the end of the Initial Term, or the commencement and end of the
Renewal Tc:nn. as the ~ may be, such increase not to exceed 20 percent in any case.
4. Addendum Controls: In the.event of. conflict between PCS Site Agreement and this
Addendum. this Addendum shalt control.
. .
. ( . .PCS ~..~ ui~: .. An ienniand con.didODSofthe ~S$ite' Agreerri~' .
and ExIn"brts .thereto which are not inconsistent herewith remain in full force and .etfCct. .
OWNER: CITY OF BOYNTON BEACH, FLORIDA
By;A~t::
SSffax No. 59-6
100 East Boynton Beach ouIevard
Boynton Beach. F10rida~~ ;/
DATE: fJl 1ft:;;
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global signal
Meeting needs. Exceeding expectations.
June 9, 2005
Mike Rumpf
P.O. 310
Boynton Beach, FL 33425
RE: Estoppel Certificate MI03XC076 & MI03XC072
Dear Mr. Rumpf:
Enclosed for your review and signature, please find a revised Agreement Regarding Ground Lease. I
have changed 3(a) from the original agreement as requested. In addition. upon the receipt of both
agreements, signed and without any further modifications by June 24, 2005 Global Signal will send the
City ten thousand $10,000.00
For your convenience, we have enclosed a pre-addressed and pre-paid Federal Express envelope.
Please execute the enclosed Agreement and forward the same using the enclosed envelope or mail to:
Global Signal Inc. (Project CL-EST)
301 North Cattlemen Road
Suite 300
Sarasota, Florida 34232
Should you have any additional questions, please do not hesitate to contact me directly at (941)
309-1624.
Thank you for your cooperation with this matter. We look forward to working with you in the
future.
Sincerely,
~~~
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James L. McKinstry
Global Signal Inc.
P: (941) 309-1624
F: (941) 309-1524
E: jmckinstry@gsignal.com
I,
301 North Cattlemen Road. Sarasota. FL. 34232.888.748.3482.941.364.8886. fax 941.364.8761
~Sprint
February 25, 2005
CITY OF BOYNTON BEACH
100 E BOYNTON BEACH BLVD
BOYNTON BEACH, FL 33425
Re: Estoppel Certificate 3295-MI03XC076
Dear CITY OF BOYNTON BEACH:
Sprint is excited to announce that it has recently entered into an agreement with Global
Signal whereby Global Signal will sublease from Sprint its interest in the Lease with you and will
manage the existing tower on Sprint's behalf. Accordingly, Global Signal will assume Sprint's
obligations under the Lease.
In connection with this transaction, it is important that Landlord and Sprint make certain
acknowledgments with respect to certain matters in the Lease by executing the estoppel
certificate enclosed herewith. Sprint has approved the form of the enclosed estoppel.
Global Signal is one of the largest wireless communication tower owners in the United
States based on the number of towers owned. We are confident that both you and Sprint will
benefit from Global Signal's very substantial experience in operating and managing
communications towers.
For your convenience, we have enclosed a pre-addressed and pre-paid Federal Express
envelope. Please execute the enclosed estoppel and forward the same using the enclosed
envelope or mail to: Global Signal Inc. (Project CL-EST), 301 North Cattlemen Road Suite 300,
Sarasota, Florida 34232 within the next week.
Please call Global Signal if you need any assistance or have any questions regarding this
matter. You can reach Global Signal's estoppel hotline by calling (888) 748-3482, extension
3590. Sprint has authorized Global Signal to act on its behalf in this regard.
Sprint thanks you in advance for your cooperation and prompt attention to this important
matter and looks forward to continued good relations with you.
Very truly yours,
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!Enclosures
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Meeting needs. Exceeding expectations.
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September 26, 2005
CITY OF BOYNTON BEACH
100 E BOYNTON BEACH BLVD
BOYNTON BEACH, FL 33425
CERTIFIED MAIL-
RETURN RECEIPT REQUESTED
Re: Agreement Regarding Ground Lease by and between yourself, as Landlord, and Sprint (or its
affiliates)
Tower Site Name: MI03XC076
Dear CITY OF BOYNTON BEACH:
Enclosed with this letter is a fully executed copy of the Agreement Regarding Ground Lease (hereinafter
"Agreement") signed by you as Landlord with regard to the sublease by Global Signal, or its affiliates, of the
tower facility owned by Sprint, or its affiliates referenced above.
Pursuant to the specific provisions of the Agreement, please update your records to reflect that the notice
address for the Leasehold Lender has changed and all future notices with respect to the Agreement should
be sent as follows:
Global Signal Acquisition II LLC
301 North Cattlemen Road
Suite 300
Sarasota, FL 34232
Witb a copy to:
Morgan Stanley Asset Funding, Inc., as Collateral Agent
1221 Avenue of the Americas
27th Floor
New York, NY, 10020
Very truly yours,
(Mh~
Keith Drucker,
Vice President, Corporate Development
Global Signal
Enclosures
Corporate Office
301 North Cattlemen Road Sarasota. FL 34232
T 941.3648886 F 941.364.8761
MI03XC076