R05-111
II
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2 RESOLUTION NO. R05- t II
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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 222 N.E. 9TH AVE 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 222 N.E. 9th Avenue, 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:
Section 1.
The foregoing "Whereas" clauses are hereby ratified and confirmed as
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29 being true and correct and are hereby made a specific part of this Resolution upon adoption
30 hereof.
Section 2.
The City Commission of the City of Boynton Beach, Florida does
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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:\Documents and SellingslpytejlLocal Sellings\Temporary Internet Files\OLKC1 ElSprint Assign to Global (PW Compound).doc
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telecommunications tower located at 222 N.E. 9th Avenue, Boynton Beach.
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Section 3.
This Resolution shall take effect immediately upon passage.
PASSED AND ADOPTED this AL day of June, 2005.
CITY OF BOYNTON BEACH, FLORIDA
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Commissioner
ATTEST:
'tYl.~
C:\Documents and Settingslprainitoj\Local Sellings\Temporary Intemet Files\OLKDlSprint Assign to Global (PW Compound).doc
Recording requested b}'
. and when recorded.
retum:to: .
. . Global Signallnc.
. 301 North cattleman.Road'.
Suite 300
Sarasota, FL 34232
Attn: General Counsel
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.AGREEMENTREGAROtNG GROUND LEASE.
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REC ITA LS:
'. .A .'. Landlord and Tenant ate nowpatti~s to that c.ertllin' pes SITE AGREEMENT. .'.
dated August 6, 1996, a cop)' of which is annexed hereto as Exhibit A (the "Lease"), co\o"ering certain real
. .. propert)' more particularly described on Exhibit A attached hereto (the "Propertv"'); .
. .
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'.. '. . .... . '.. B.' .. Pursuant t~an agreement.d.ated.February 14,'200~ 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 Tenant ('.Tenant AffJliate"); and, after such assignment, the references'
. to Tenant herein shall apply to Tenant Affiliate;
. c. ... 'Pursu~i to a suliiease (the ''Sublease'); Tenant Affiliate . will sublease ifsentire.
. intereSt'inthe: 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 mOTe of its affiliates) the .portion
ofllie leased premises on which Tenant's telecommunications equipment is currently located in exchange.
. for certain ongoing payments (collectively, the "Lease and Lease Back TranJactions"); .
'. . .
. .: D." .. Certain lenders (eac.h; togetherwith.their'SUccessors and'assigns;'ii <4Ltil&i...,)
: may . make a loan to Subtenant or certain of its affiliates secured by a. mortgage Of other securit), ."
instrument encumbering Subtenant's interest in the Sublease; and
.... . .:For. good'.and vali.llible consideration. the receipt 'arid sufficiency of which are hereby: . .'
acknowledged; the parties hereby agree as follows: ..
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. BOYNTON PUBLIC WORKS COMPOUNI) (MI03XC072X329.l';FL).OOC
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 ofa memorandum of the Sublease)
and "(c) to the Lease and Lease Back Transaction.
2. Estoooel 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. Agreement 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 rej ected 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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BOYNTON PUBUC WORKS COMPOUND (MI03XC072)(3291-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
[mancial 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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BOYNTON PUBLIC WORKS COMPOUND (MI03XC072)(3291-FL).DOC
TENANT
IN WITNESS WHEREOF, the undersigned, pursuant to proper authority, has duly
executed, aclmowledged and delivered this instrument as its true act and deed.
SPRINT SPECTRUM REALTY COMPANY,
L.P., a Delaware limited partnership, successor
by assignment to Sprint Spectrum L.P.
~
Name: Monica E. Rademacher
Title: Lease Specialist II, EPS - T &PS
LANT>LORD
o IN WITNESS WHERE.oP,theoundersigned has duly executed, ackno\"ledgedand delivered this
instnlment as of the day and year above \nitten.
LANDLORD:
elTY OF BOYNTON oBEACH FLORIDA
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Name:
Title:
KURT BRESSNER
CITY MANAGER
. BOYNTON BEACH, no
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BOYNTON PUBLIC WORKS COMPOUND (MIoixC072X329r-FL).Dot o.
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EXHIBIT A . .
LeaSe and Legal Description
(see attaehed)
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BOTh'TON PVBUC WORKS COMPOUND (MIO'3XC072){3291 ~FL).DOC
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.' LEASE: AGREEMEN'!. ..'
FOR TELECOMMUNICATION TOWER SITE'
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... TH'! t.E~EAGREEMENT (!he "tqeemert'l. inade and eI1\efed Imlhislhe
. ~daYof~byand'between;'. .
." .' ~. ~~ BOYNT~N BEACH I FlORIDA
. a municipal corporation
(Hereinafter referred to as "CITY")
AND
. SpnritSpectrum, LP.
A Delaware limited Partn&rship
.' (Hereinafter referred fo as .TENANr)
. '., WHEREAS, CITY is the owner Of a certain realpropertyfoCated at222N.E~9th
. Avenue, Boynton Beach, Florida 33435. Palm Beach County, Florida; and .
. .
.............
. .'. . . WHEREAS, TENANT desires to lease a portion of said real ptoperty to construCt, . .
.'. oP$tate, arid .'malntain teiecOmmuniea'tions t~ and support equlpriaenl; and ' ~. .'
. .. .
.. WH~EAS, ClrYStaff has reviewed the request of TENANT and recommends that'
TENANT lease a portion of said real property, and
... ,",'
. . wHEREAS,the City CommisSion conan with the recommendafionof 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 811dTENANT have negotiated an undefstaiding for 1he leasing of .
a'portion of said real property; and
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..... . ~E~EAS, C1TYancitENANTdesire to.redUCe U'M!ir.understantiing to~iiQ; 'noW
..therefore, .' '. .' . · . . . . " :.':" . . '. ,~
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INCONSIDERATION OF Ten ($10.00) Dol lets , In hand paid by TENANT to
. .CITY, .as wetl as the mutua1 covenants hereinafter exchanged, the parties agree as
follows: '
SectJJ 1. REALo PROPERTY TO BE lEASED' 0
o 0
o 0 0
. 0.1.01 0 cni'shall lease to TENANT that certain p8roet OorOrea'prOperty, situated .0 0
o in Boynton Beach, Parm Beach COtnty, Florida, together with 8 nonexclusive easement
o for ingress and egress, seven (7) days BWeek,twenty-four (24) hours a day, on foot or 0
00 motor vehicles, including trucks, and for instanation and maintenance of utility wires,
cables, 'cOnduits and pipes over, under or along twenty (20') foot wide easement
o extending from nearest public right-of-way {more partioufarly described in Exhibit Aj, 00 0 .
whichisN. E. 9th Avenue, to the leased property and right-of-way for access are
hereinafter referred to as the .Property'. The said Property is located at 222 N.E.9th
Avenue, in the City of Boynton Beach. 0
o . 0
00 Seciion2. oDUl1ES ANDRESPONSlBJLITIESOF tENANT 0
o 0, 002.01 TENANT shall use theProp;erty fer the purpose of constructing, .
o 0 0 00 mair\tainingand operating a telecommLricatlons tower and uses incidental thereto,
. 0 consisting of a structure or strudt.l'es, as necessary now or in the future, to house its
o telecommunications equipment, freestanding ant,"na support; structure (pole), not to 00 0 0
00 0 e~ed 150' . (onetiundrec:.oflfty feet) toO meet TENANT's telecxmmunications needso~and 0..0'
. all rietessarY comectingappurtenances: 0 TENANT upon the oapproval Of CITY may 0 '. O.
00 modify its antenna support structure and butlding(s); said approval shall not be .
000 0 00 unreasonably withhefd :by CITY.
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o 2.02 0 TENANT shall plaCe arourid fheoperimeter Of the Property a osecurity fence 0 0: .
. o. Of chain-link oconstruction, or similar but comparabte construction, which meets the
. requirements of the Code of the City of Boynton Beach.
'. . .
2:03 TENANrshaU be responsible fer sol tiOnng$ and ~imilar testS which may 0
.. 0 0 0 beo requited 8S a COridi6on of construdion and for aU expenses related to its
o 0 i~provemen~ which m:o thereafter~ ~s~~ed UPO~oooP~orty: 0 o. 0: 0 0
. .0 ,0 02.04TENANTsliaflO maintaInthePrOpe!ty iri a reasonabJe:COnditioi1 and meet 0'
.ati requirements imposed by ordinances oof lIle City of8oynton Beach and Palm Beach.
. o. County, Florida
o . 0.. O2:05 The C~iY lllso resarVes therighUo. at any Ume during the lease, in~tali or :
havein$laliedother antennas for government usage on TENANT's tower. All artennas 00
o o. shall be placed at an elevation as fo provide the most effective US~ and with such
oapproval noturrsasonably withheld; provided. however. Ihe CITY'S or other antemas 0 O.
shalf not inteifere wilh TENANT"S operations en the Property. ShoUld TENANT instaR 0 0
OHan emergency generator on the Property, the CITY may access and connect only its .
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o commuriicationsequipment to TENANT'S emeroencygenerator: .
o . o. 0 . 2:06 . TENANT Shall f~ish" Oto itS unmanned ~ipmentstiiJcture~ electricoOr 0
o. telBph~e service for the operation of TENANT's telecommunications equipment. .
. 0 . . 0 0 lENAtfT shall be solely liable for. electricity ~xpenses relating to its instatfatipnoand 0 0
o 0'0' eqUipment. TENANT's electrical:service 'ShSJI be separately metered, and t~NANT
' . shatl be respOnsible for al cOsts assOciated OWith metering, including theeost Of 00 0 00 0
installing any meter. If TENANT should mstall any emergency generatorS at this 0 000
o Property,o said generator shall comply with Palm Beach County's Welltield Protection
o .0 Ordinance.
2.01 TENANT sha"submitOall required appliC8tionsfor permits to the ..
applicable CITY and/or County departments for review end approval and required fees~
.2:08 ofENANT Will be responsible for making any necessary returns fOf and 0
o payin~ any and all property taxes separately levied or assessed against its
o improvements on the Property. TENANT shall reimburse CITY. as additional rem, bO
'proportionate share of any increase in real estate taxes levied against the Property in 0 0
o excessoof the taxes due for the 1996 real estate taxes on the real property in which the
propertyoisa part and against TENANT's improvements by the taxing authorities. 0
0:0 2.0~ 0 iEN~NT, oupon tetminationofthisAgreementoshalf, within a reasonableO.
, operiod, r~mOve its' personal property and fixtur~s arid ~re the opr~perty to o~ origi~J
condition. reasonable wear and tear excepted. At CllY's option, W'hen this Agreement
00 is terminated and upon CfTY's advance written notice to TENANT. TENANT will leave 00
o the foundation, the tower structure and security fence, to become property of CllY.
TENANT shall pay rent at the then existing monthly rate or on the existing monthly pro.
o .0 rata basis, if based upon a longer payment term, until such time as the removal of
personal property and fIXtures are completed.
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02.10 TENAN.tshall keep lhe Propertylreetrom anyoliens arisingoout of any 0 .
workoperformed, materials ftsnished, or obligations incurred by or for TENANT. 0
o TENANT shall, within twenty (20) days following the imposition of any such nen. cause
o 0 the same to be released of record by payment or posting of a proper bOllCt No work 0
o 00 000 ~Which CITY peormits tENANT to perform orl the J:'ro,)ertyo shall be deemed to ,be for the, 0 0
" use and benefit 'of cnv sothet no meChaniCs or ether lien Shall be &/)owed againSt the:
00 estate of CITY by reason of its consent to such work. CITY shatl have the right to post
notices that it is not responsible for payment for any such ViOrk.
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o 0 0 2.11 0 CITY hereby grants TENANT as a primary indUcement to the TENANT's : .0 0
o 0 0 . entering into this Agreement, the first priority right to install its oartennas and operate its 0 ..0
o 0 0 telec:ommooications tower at the Property. From time to time CITY may grant to itself
o 0 and to other entities the right to operate telecommunications facilities at the Property
00 0 and/or the right to Install antennas in connection with the operation of such facilities or 0
other communications facIlities; provided, hcMever that CflY shall net anow the
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00 operation of suCh ts:c.lities end antennas by other tenants to interfere with the operation
o of TENANT's antennas and equipment as it exists at the lime of such other tenant's
instaJJation or as it may be modified at any time during the term of this Agreement. 8S 0 0
the sank may be extended. If any such interference occurs, CIlY agrees to etiminate,
if t" a4dijio,r:aa1 oeqlipment ~ operated by the City, · or cau~e the eIimilJation of, if such
o equipment is operateod-Qy' a trnrd party, such inteife~nce with TEI'IANrs ooperationso
Within a reasoriabfe time after receipt r:I TENANT's notice of such interference oanc( If
o necessary, to cause 1I1e interfering partyoto cease its operations. If such interference 0
o . 0 continues for more than thirty (30) days after TENANT's notice to CITY with respect to 0
such interference,. then TENANT shall have Ihe right. in addition to its right to pursue
00- any or alt remedies available to it at Jawor in equity, to immediately termi1ate this
o 0 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 CITY may authorize.
o 00 Any or aU costs associated therewith, shall be borne by parties other than the TENANT,
. . . . . . ..'
. . 02.12 CITY: herebY agrees that~ if because. of TENANT's operations on the
o. Property any Jaws or rf9IIations of the Federal Aviation Administration. Federal
o Comrnll'1ications Commission or any other reJevant governmental agency or body : 0
o 0 reqUire or recommend that TENAHT.s .memas andlor the Tower be tit and/or marked, 0 .
o 0 TENANTomay install and maintain such lighting and markings. In no event, however,
. shaUTENI\NT be responsible for the. installation or maintenance of any lighting or 0
-Omarkngs:ieOquitedbyth&oooperations of CITY or anyothertenantinlhe TOwer. CfJ'Y ...0
o 00 will opermitoTENANT access toO all portions Of the Tawer that TENANT may need in order
o to check and replace such required or recommended lighting or marking.
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Sectiono 3. 0 DUTIES AND oRESPONSIBlLlTlES OF CITY 0 .
03.01 oCIlY shall Cooperate with TENANT in its effort to Obtain certifICates. 0
o. permits and other approvals that may be required by any federal state or County
authorities.
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3~02 0 CrrYShalfgrant TENANT"the right tosutvSy said property in order to
meet requirements to submit the applications for permits.
o : 0 00: 0 . o. 03.03 CItY Shall cooperatt:t withooTENANT.inits effort to: Obtain~iJity:seiviceso
o along said right-of-way, including signing such documents of easements as may be
required by any public utility is unabfe to use the aforementioned right-of-way, the CITY
. . hereby agrees to grant an adcfrtionar right-of-way, either to the TENANT or to public
utility, at no cost to the TENANT.
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o Seetion 4~AeKNOWLEDGMENT
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o 4.01 00 CiTY al1d oTeNANT acknowledge that TENANT'S ability louse the
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PrOpi!i'tyO,s contingent upon TENANT obtaining. ..after the ex&cution .of this Agreement, 0
o all the certificates, permits and other approvals that are required by any federal, state 0
snellor local authorities. In the event that any cert.ifj~te , permit or approval issued to
TENAtIr is canceled, expires, lapses or is otherwise withdrawn or terminated by a
gDvemlnent.alo~uthon1y, so that TENANT is unable'to use said re~t property for its 0
-00 intelid~d purpose, YENANT shaJl have the right to t~tn8te thIS Agfeemel1t purSuant 0
to section 7.01.0 0 o. 0 00 0 0 0 . .00 0 o. 00' 00 00. 00 0 0
o 0
o 0 .4.02 o Ptio..to tnesubmlttalof the Spplicationfor the requited building pennrt,
TENANT shall have lhe right to perform or caused to be perforTned and &haIr have
. 0 competed an assessmanl of the Property and the adjacent areas in order to detennm
whether such are contaminated by hazardous siJbstances or pollutants. If the
o 0 0 assessment revems the presence of hazardous substances or pollutants beyond levels 0
accep1able tcl"TENANT and under applicable environmental Jaws. TENANT shall have 0
o othe right to terminate this Agreement pursuant to Section 7.01.
000 0 ..4.03 0.. CITY coVenantS that CITY has gOod and sUfficient tilleilridmrest to the
. property and has futf authority to enter into and execute this Agreement. CITY fu.rther
covenants that tttere are no other liens, judgements or impecUments of tiDe on the
Property. 0
o 0
oSieclior. s. 0 TERM OF AGREEMENT 0:
. 0
5~01 . See Attached AddendiJrn - Paragraph 2 .. Rent 0
o 0
o 05.02 0 TENANT shaD have the optionlo extend tfis Agr'eemeritfor four (4) 0
o 0 0 o additional Five (5) year terms. Such extensions shall automatically occur unless
o TENANT gives written notice to the other party of its intention not to extend this 0
Agreement at Jeast six (6) months prior 10 the end of the current t~m.
.. . 0 : 05.03: 0 If.aithe end ohhe f....al year extensiOn ietni. this Agreement has not . 0
been terminated by TENANT giving to the oCher party written notice of its intention to
o terminate at Isast six (6) monthS prior to the end of the terin, this Agreement shaH
remain in force 8nd~e1fed -ujJori the. saine. cOvenants, terms and coriditions; 0 The
0, :00. Agreeirient shallo b810r anrwaherms there8ft8r unlesstSrmirlated by either party by' 0
o 0.0 .gMng theoother party written notice of its intention to terminate at least six (6) months 0
prior to theo end of the term. .
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o section 6. 000 "cONS.OERA TION 0
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o 0 6~010 000 See attached addendum.. paragra,lh 2 .: Rent 0 0 0 0
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o 6;01(a}
Services Provided lOthe City. 000 0
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both;h S s. lJing$1,...I.n ~~~s c
andag up byt r. .
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.'. . . . ~h)2.. Aft~r'the Initial term, eaCh Arih'UB.1 Rtri'paYrl1ent shalJ'be~bm'tte(itt) the: .
. CllY no tater' than thirty '(30) calerldar daysatter the EimiYersary date of 118 Certificate .
of Occupancy. Annual Rent payments shall inaJr a late payment fee of 1.5% per month
(18% per.amwn), calculated from the Certificate of Occupancy anniversary date, for
. any payment submitted to the CITY later than the date due. .
. 6;03 . seea~ached Addendt.n, Paragraph 3 ~ CPJ .
6~Cl4Thjs is 8 net-ne't~el' ieaie'and' TENANT shall pay' all sales taxes, real .
. estate taxes. assessed against TENANrS property, ulitity charges, cost of
:maintenanc.8, and all other charges and eXPenses associated with the tenants used
. thed~;sed premises of this Lease.
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'SeCtIont. teRMINATION
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. .. 7.()1"' . The'TENANTmay ter'minate this Agreement by providing a ten (10)
caler'ldar day written notice prior to the effective termination date.
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. . ..7.01'PrioriotheendofeaCh,fivS'(5) yea' term, TENANT m8:ytermiriate this' .
A(J'eemerit by providing written notice to the CITY at least six (6) months prior to the
. '. end of the current term.
. . .
. . . 7'.03'. ShourdTENANT defaultunderany'ofthe terms Otlhis Agreement. CITY
may terminate this Agreemsnt for cause by providing a sixty (60) day written notice 10
TENANT; however, TENANT shalf be given the opportunity to correct 8'1y default \'Athin
thirty .(30) calendar days of receipt of written notice. This Agreement shall not be .
terminated if sUCh default Is of a nature that it cannot be cured in thirty (30) calendar
days and TENANT is cfiligently proceeding to an such defect
.' . . . . . .
. ,.... .....7.04. .1r:Jtrae.eVentOftetminatl~0f~iSAgr8enientby1:ENANT~ ailrerltalfees
paid priOr to' said'lennination date slian be retaned by .the CITY~ '. . . . . .
. .
. . 7.05"Upont~n2tion; TENANT stlaHoffer CITY first option to pUrchase said
.. . . antenna ~~ructure an.d certain re.mSi.ning improvements for the agreed ~ sum of One
. . Hundte~ ($100:00) DoJfars. CITY sh&ll h8ve ninety (90) calendar days from the
. effective
.. date Of teri-rllnatiOnin 'Whichto' exercise this option. .
.. SectiDil8. INDEMNIFICATION
d 8.01 Genera'lr1demnific8tiOn: TENANT agrees to mdeimify, sBvesrid 'hold :....
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harmless and defend cnv,ltsCity COmmission members, offu:erS, agents and '
employees" from ,any and alf claims, damages, liability, losses, causes of action of any"
nature Whatsoever, which may arise out of. in connection with or because of the use
and ocdJoancy of the property by TENANT or its officers, agents, employees or
indeper{ctent contl'8Cfors under this Agreement or me breach of.this Agreemellt b~
n:,.N~. PUrsuant to Us iabflity, TENANT shall pay a!' claims, ~sses. liens or
settenents Or Judgments, 'Of any' nature Yotlatsoever, in connection th8rewfth inclUdin9.
' 'but not Jimilecl to, paralegal fees, attorney's fees and costs to defend In dams or suits,
including 8ttomey;s fees on appeaL in the name of CITY when appljClbJe, and shall .
, pay an cost and judgments which may issue thereon at both th& trial and appellate
levels. Such indemnification shall not tJe limited to the amount of comprehensive ,
general,llabiity insurance which TENANT is required to obtain under this Agreemen. '
This indemnity shan not apply to any claims arising from an act of gross negligence or. ,
intentional misconduct of the indemnified party.
, .' 8:02 "Nothilg 'cttt~ined herein is 'intended nor 'shall. b8 cOrtstn.Jed to waive', '
CITY'S rights from immunities under the common law or Florida Statutes, 768.28, as
anended from time Co time.
. . . . .. . .
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. SectiontL : rNSURANCE
9.01TENANT.maintains a risk management program which provides for '
, , , , :coFnpre~nsive gerlerlif Iia~rity, piliperty ~~nc8 and :workers'" ~"'Pensation.
' VeOfication' of Said program nas~been submitted to the CITY'S Risk Mngement"
" 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 valiance with respect 10 limits of tia()'lity, if less than
those indicated in the program submitted to Ihe CITY'S Risk Manager_
9.02 {JPON EXECUTION' OF THIS AGREEMENT BY TENANt, THE CITY OF
" BOYNTON BEACH SHALL BE NAMED AS AN AOOmONAL INSURED AS ITS
INTEREST MAY APPEAR WITH RESPECT TO THE REQUIRED COVERAGES AND' ,
THEOPERATIONSOFTENANTUNDERTHEAGRBBMEHT.
, . ,
, , Section 10~' "AsSiSNMENT '
.... ". . .' ,< .
, ' ,10:01 This Agreement may not be sof~ subleased,alsigned or transferred at
, any time except to, TENANT's principal affiliates or subsidiaries or its principal, or to
' ,. any company'upon which TENANT is merged or consolidated. As to other psties. this.
, '.. Agreement may not 'be sold, subleased. assigned or transferred wiIhout the written.
' consent oUhe Ct1Y; such consent shaft not be unreasOnably withheld. This provision
Win not precfude TENANT from allowing other pa1ies to co-Iocate on the Property to
' Towert so fong as this Agreement is in effect. the City consents in writing, and the ~' '
" located equipment does not interfere with existing equipment
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seetion11~ .. toMPLlANCEWi'tH LAWS~ . .
=.... ..... 1.01 TENANT shSUcomplywRh alhfatuteS, Isws,ordinariCes;rules..... :'.
regula '. ahdlaWfut orders of the United States of Ameri~, State. of FI~ida, Cjty Of :
:.. . .~ch, ..PafmBeach County, :and ,of ~yo"'er public.authonty which may be .
.' ":applicable. . .' ..... . ..' .
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. Section'.1~ GOVERNING LAW: VENuE .
. .
. '12.01 Thev=ifidity. cOnStrudion 'andeffed oHhis Agreement shall be goYen1ed
. by the iaws. Of the State of Florida.
. .
. . 12.02 Ariydaim, objection ordiSi)Ui:earising.Outofthe terms onhisAgreeinent .
. shaft'be litigated in the Fifteenth Judicial Circuit in and fer Palm Beach County, Florida'. . .
Stiction'13. rN$OLVENCY
. . '13;01' In the event that either PartY shan become mSOlvent,makea ~ral . .
. . . . assignmem for the benefit of creditors, suffer or permit the appointment of a receiver' for .
its tlusinessor its. assets or shall avail itself of, or beoome subject to, any proceedinQ .
. under the federal Bankruptcy Act or any other statute of any state relating to insorveney ..
.' or the protection..of r1gtis d crecitors, or become ~ to rehabilitation, then, af the
.. : option of. the .other' party . arid 'jrimediatelyuponwritieti ~Qt,ce. 'this Agreemem shall
'. 'tenriinate and'be of no furtherforceSnd effect". .... .' .... '.
. SectiOn 14. . ENnRE AGREEMENT
.. . 14~01 ThfsAgreement tonta,ns theenti(e understanding of the parties relating. .
. .' . to the subject matter hereof, supersedingalf:prjor communication between the parties,. .. .
.. . . whether 'oral or.written.. This Agreement may not be altered, amended, modified Dr .'
. otherWise changed nor may any of thetenns. hereof be waived, except by a written .' .
instrument executed by both parti&s.. The failure of ~ party to seek redress for violatiOn . .
.. of or to iiT.ist on strict performance or any of the covenan1s of tIlis Agreement shalf not. . . .
be construed as a waiver or relinquishment for the future of any covenant, term.
. . conditiOn Or election, bUt the same'shaU Continue'ai1d remain iilftll forCe arid effec:t. .
.,", -'. .~ ..... ." .' " . - ," -.~ . .~. . ...",. '-""::". -. --' ~.'. .... '.".' ~.".. ....-. '.'
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. SectJoo':"i5.SEvERABIUTY .'
. .
. '. 15.01' ShOuld any part,terinotprovisien of this Agreement be by the. .
. . . cOurts ~ded to bednvalid.. illegal or in .conftichvlh any Saw of this State, the valkfity.of .
the remaining to be inValid, illegal or in.cannict with any laws of this Stale, the validity .
. of the remaining to : portions or provisions Shaff noI be affected thereby.
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. Section 16. . NC>TICES
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, ,16.01' Au notices .or other communications required by this Agreement .Shal.be'.
. in. writing and deemed delivered upon mailing by certified mail, return receipt
requested, to the following persons and addresses:
. .. . f . CI1Y:cilyManaget ..... . ,
~ity ,Of 80ynton"Beac:;h ':' ','
,,' ,; "'P.O. Box 310 ' "
",. Boynton Beach, Florida 33068
WITH . ,." '"
COpy to: ,James A.Cherof,' city Attorney
,Josias. Goren, Cherof, Doody & Ezral, P.A.
3099 East CcmmerciaJ Boulevard, Suite 200 '
Fort LauderdaJe. Ronda 33308
TENANT: ' '., "
" Sprint spectnJc, LP.,a
" ' OeJware Limited PartnerShip
WITH"
. COpy TO: MaStrinalChrisilansen
, Attorneys at law ,
,,27S0N~ Federfill Highway
Ft.: lauderdS,e, FL 33306
,. SectiOn 17., ontER f:'ROVlStONS
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. 17.01 ,Should Ihe CJTY, at any timedui"ing the term of this Agreement, 'decide to'
Sail aU or part of Ihe Property to a purchaser other than TENANT, such sale shaJl be
' " under and subject to this A(J"eement and TENANT"s rights hereunder, and any sale by
, the CITY of theportjon of this Property underlying the right~-way herem granted shaJJ .' , '
,,' be under and stJbject to the right of ftle TENANT in and to such rigtt-of-way.
17.02 Ir"the wtIo1e Of the Property. or such portiOn thereof as'WiN make:the
. Property unusable for (he purposes herein leased, are condemned by any 'egally ,
~constitutecta~Hy for any public ,use' ,0qupOS&j then in eith~. ofssid events the., ,.
' term hel-eby,gianted' shall, cease' from the time when PosSessiOn ther.eof is takerl, by
pWflc authorities, and rental shall be 8<:exulted for as between CITY and TENANT as, .
of that date. Any Jesser candermation shan in no way affect the respective rights and
obligations of CITY and TENANT hereuncfer~ Nothing in !tis provision shall be .
ccnstiued to Jimit craffect TENANT"s right to an award of compensation of any emiflent
'domain Proceeding for the taking of TENANT's feasehold interest hereunder.
'. '17 .00'6Iy Coven~nts that lENANT. on"paying the reri and pelforining' the ,.
covenants. shall peaceably and quietly have, hold and enjoy the Property;
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. . 17 ~04 Attorneys.Fees~ If any ~y obtains a judgement againstsny other party .
by reason of breach cI this Agreement, the prevailing party shall be entitled to
. ... :::;t:ne)"fees - ~ maucing ~~.cool8; at boll.", ~ and
:....:Secti~n:,8,.PIJl4Lic'RECoRDS:-;..;. . - . . _
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'IN WllNESS WHEREOF, the parties herBto:have caused these ptesei1tsto be
. executed, the day and year first above written.
....s;~.....
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. . . Approved as to Form: . . . '.
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CITY OF BOYNTON BEACH.FL .
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Slate Of Florida"
County of Parm Beach
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.. . . .. 'Th~ foregoing inStrUment ~S~dged'before me, the lIldermgned NotarY
PLblic in and fOr the State of Ffcrida, ontlis. the vti, day ~ 1~96, by .
~.' .~~f~T.~YfOr; B~~~~.~ ~ Ma~. ~s~~y.. ~",". :....
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. NOT Y PUBLIC.
SEALd.. F OFFICE.
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Printed. typed or stamped name' otary
Public exadly as commissioned'
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IndiViduals"who signed .are p8fscinaJlY
. known: no identification produced
TENANT'
. Signed
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Title:. .
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. STATE OFFlQ~'OA: ).
COUNTY OF PaIR. OeeOh )..'
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"rHEREaY CERTIFY that ~n' this . ~~ . day Of .
. \) c..-\.l,~ . ~o . I <iC'Jc... before me perscnalfy apPear8d '..
v..t\.o.p ,,;,..) L~.....t_ of pes, to me personally known to be the. '.
Ews. . 'I- O/,l').J.s ~le.~ . .
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_ individual Who execUted the fciC"egoingfnstrument and acknowtedged before -me that he
executed the same for the purposes therein expressed on behalf of pes.
- . -
. W'TF;SS my hand and official seaf of this-
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- MyCo~issionEXpires~ 1 rll/~o~
~&~,.\. DEBRAANNS1'EPPE
~ toUMlSSION#CCS24148
_ 900182 - - _ \q: ~ .-!XPlIES JAN 11. 2Doo
- _ .-TowerJse _ -
Revo -- - 5122196-
- 614/96 -
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ADDENDUM TO pes SIm AGREEMENT
Site N~: CItY OF BOYNroN BEACH Site ID: MIA 9212 . . . .
PUBLIC W<JRKS COMPOUND (222 N.E. 9th Avenue, Boynton B~ PI.. 3i42S)
f ~
.. . THIS ADQ~ inodifleSir.i ~:tbePcS Site Agreement ref~C((tO herem as 'iO~s: ..
1: . .. l'enOna!Ptoperty. Real Estate IIIId ~~e Taxes: SSLP will pay aU personal property. .
aDd intangible taxes levied or assessed on the PCS system. SSLP will pay any increase in Owner's real . .
estate taxes diJeCtly attributabJe to the pes installation.
. . 2. .... . Rat: N'otwitbStandmg anytmng to the contrary contained herein, rent.wiIl commence on ...
the Rem.' start Date. Rent wiD be paid B.JmUaIIy in advance on the Rent Stan Date and on each
.' . anniversary of it_ The Rent Start Date shall be the earlier of (8) the date which is 30 days after the .
.. issuance of a building permit for instaUation of the pes, or (b) tbe first day of the month foDowing
commeooemenl ofpbyJiall preparation of the Site. The annual rent will be S 12,500 . partial years to be .
pro-rated. . . . .
. .
. 2.8 . Upon the. issuance ofa Certificate of OccupineibyctTY for TENANTs
Col'iimUDications Facility. TENANT shall in lieu of making the payment ofRDt for the initial five year
. tenD as provided hereinabove, TENANT shall pay to CITY a one time Jump swn payment of SEVENTY -' ..
'. FIVE mOUSAliD ANDNQI100 (S7S.000) DOLLARS. This lwnp sum payment shaD constitute the.. .
.. advance rental .payment by TENANt' f()r ~he :initial five Ye$r '~Ile term.: ' .' .
3. : .. CPI:The 8miiiirem fOr each Renewal Term will be the ammalrent in efFeCtfOnhe final
. year of the Initial Tenn or prior Renewal Term. as the case may be, increased by an amount based upon
the aunulative percent increase of the CPI (Consumer Price Index - U.S. City Averages for Urban Wage .
Earners and Clerical Workers - 1982-84 - 100, published by the United States Depanment of Labor..
. Bureau of Labor Statistics (or reasonable equivalent index if such indeJc is discontinued)) between the
commence:anent of the Initial Term and the end of the I:nitiaJ Term, or the commencement and end oftbe
. Renewal Term. lIS the case may be. such increase not to exceed 20 percent in any case.
.. 4:. . AddeooWD ControlS:' In the.~ Ofaeonftict betWeen PeS SiteAgreeaientartd this . ."
. . Adden~tbil Addendum shall control
..... .' 5. ... :PCSAsl~rba~ iD.-ect ..An.~.andcon~o~ oft~.PCS SiteAgi~
and Exhibitsthereto which are DOt inconsistent herewith remain .in fun force ind effect. . -
..: OWNER: CITY OF BOYNTON BEACH; FLORIDA
BY:'
. SMIX 0..59-6000282
100 East Boynton Beach Bevard
Boyriton Beach. _Fpi4a~42S
DATE: r,t~ifi
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L9i ~ptfMr. :
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~ which die $tie is fOCiIIiecf ..vor III .-built chwini depic:l1n& "Site.
. . .
.,USe chflr Ez.ffJlt A 'or PeS 'Slte Acn..-;. Mealora.d... or PeS Site AarecaHat..Opi~. A!I1'ftBleat...i! Me........ 01 .
. . Option Acree....t.J .
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LEGALOESCRIPTJON OF LEASE pA~CEL .
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. . · ApOftion.ofLots2 & 3, Block 1, "CONGF?ESS GROVE': as recofrjedin PitH. .
.. Book 13,. Page 63 of the Public Records of Palm Beach County, Florida being .
... more particularly described as follows: . .' . '" '. . .... .
." '. .
. '. . . .'
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. Commence at the Southwest Cotner of said Lat 3. . Siock 1,; .thence S89 -35'39"E .'.
. along the South line of said Lot 3 for 14.40 feet; thence NOO -12'08"W for 56.44 .
. feet to the POINT OF BEGINNING of the following described parcel; thence
N89 ~a'29IJW for 30_00 feet; thence NOD .12'08"W for 16.50 feet; thence.
. S89 "28'29tiEfo; 30.00 feet; thence SOO -12'08"E for 16.50 feet to the pOINT'OF
BEGINNING. .
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I 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,
~/~
~ t f
James L. McKinstry
Global Signal Inc.
P: (941) 309-1624
F: (941) 309-1524
E: jmckinstry@gsignal.com
"
301 North Cattlemen Road. Sarasota, FL. 34232.888.748.3482.941.364.8886. fax 941.364.8761
~Sprint.
February 25,2005
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CITY OF BOYNTON BEACH
100 E BOYNTON BEACH BLVD
BOYNTON BEACH, FL 33425
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Re: Estoppel Certificate 3295-MI03XC076
c..:,
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,
c~~
!Enclosures
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tob:~m signal'"
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Meeting needs. Exceeding expectations.
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: MI03XCOn
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 aU 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
With a copy to:
Morgan Stanley Asset Funding, Inc., as Collateral Agent
1221 Avenue ofthe Americas
27'" Floor
New York, NY, 10020
Very truly yours,
(JJk1h ~
Keith Drucker,
Vice President, Corporate Development
Global Signal
Enclosures
Corporate Office
301 North Cattlemen Road Sarasota. FL 34232
1941.364.8886 F941.3648761
MI03XC072