Loading...
R16-103 1 RESOLUTION NO. R16 -103 2 3 A RESOLUTION OF THE CITY OF BOYNTON BEACH, 4 FLORIDA, AUTHORIZING AND DIRECTING THE 5 MAYOR AND CITY CLERK TO SIGN A SECOND 6 AMENDMENT TO GROUND LEASE AGREEMENT 7 BETWEEN THE CITY OF BOYNTON BEACH AND 8 UNISITE, LLC. AND PROVIDING AN EFFECTIVE 9 DATE. 10 11 12 13 WHEREAS, Unisite, LLC., is requesting an amendment to the Lease approved on 14 August 17, 1999 to allow for five (5) additional five -year terms, thereby extending the Lease 15 Agreement twenty -five (25) years to October 11, 2049 for the existing telecommunications 16 tower at Quantum Park (3101 Quantum Boulevard); and 17 WHEREAS, upon recommendation of staff, the City Commission has determined that 18 it is in the best interests of the residents of the City to execute a Second Amendment to 19 Ground Lease Agreement between the City of Boynton Beach and Unisite, LLC.; and 20 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF 21 THE CITY OF BOYNTON BEACH, FLORIDA, THAT: 22 Section 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as 23 being true and correct and are hereby made a specific part of this Resolution upon adoption 24 hereof. 25 Section 2: The City Commission of the City of Boynton Beach, Florida does 26 hereby authorize and direct the Mayor and City Clerk to sign a Second Amendment to 27 Ground Lease Agreement between the City of Boynton Beach and Unisite, LLC., a copy of 28 which Second Amendment is attached hereto as Exhibit "A ". 29 S: \CC \WP \Resolutions\2016 \R16 -103 Unisite_ Ground _Lease_2nd_Amendment_- _Reso.Doc 30 Section 3. This Resolution shall become effective immediately upon its passage. 31 32 33 PASSED AND ADOPTED this / day of 7/ %L f , 2016. 34 35 36 CITY OF BOYNTON BEACH, FLORIDA 37 38 YES NO 39 40 Mayor — Steven B. Grant 41 42 Vice Mayor — Mack McCray 43 44 Commissioner — Justin Katz 45 46 Commissioner — Christina L. Romelus 47 48 Commissioner — Joe Casello 49 50 51 VOTE ..510 52 53 ATTEST: 54 55 174 .I 56 II �' a� 3 `•`'� 57 Judith A. Pyle, CMC 58 Interim City Clerk .z 59 60 4 62 (Corporate Seal) 63 64 S: \CC \WP \Resolutions\2016 \R16 -103 Unisite _Ground_Lease_2nd_Amendment = _Reso.Doc SECOND AMENDMENT TO GROUND LEASE AGREEMENT THIS SECOND AMENDMENT TO GROUND LEASE AGREEMENT (this "Amendment ") dated as of the latter of the signature dates below (the "Effective Date ") by and between CITY OF BOYNTON BEACH ( "Owner "), a Florida municipal corporation having a mailing address of PO Box 310, Boynton Beach, Florida 33425 -0310 and UNISITE, LLC, a Delaware limited liability company ( "Tenant "), a Delaware limited liability company (Owner and Tenant, collectively, the "Parties "). WITNESSETH: WHEREAS, Owner owns that certain real property located in Palm Beach County, Florida as further described on Exhibit A, attached hereto and by this reference made a part hereof (the "Parent Parcel "); and WHEREAS, Owner and Tenant entered into that certain Ground Lease Agreement dated on September 3, 1999 as adopted by the Owner on August 17, 1999 by that certain Resolution No. R99 -107 and modified by that certain Addendum to Ground Lease Agreement dated November 15, 1999 as adopted by the Owner on November 2, 1999 by that certain Resolution No. R99 -145 and further amended by that certain First Amendment to Ground Lease Agreement dated May 15, 2009 as adopted by the Owner on April 21, 2009 by that certain Resolution No. R -09 -068 (collectively, the "Agreement "), whereby Owner conveyed a lease to Tenant for a portion of land located . at 3101 Quantum Boulevard, Boynton Beach, Palm Beach County, Florida 33425 (PCN 08- 43- 45- 17 -09- 000 - 0920), together with access and utility easements thereto ( "Site "), as more particularly described in the Agreement and that certain Memorandum of Ground Lease recorded September 13, 1999 in File No. 99- 371965, Official Records Book 11346, Pages 356 -359 of the Official Public Records of Palm Beach County, Florida; and WHEREAS, the Site may be used for the purpose of constructing, maintaining and operating a communications facility, including tower structures, equipment shelters, cabinets, meter boards, utilities, antennas, equipment, any related improvements and structures and uses incidental thereto; and WHEREAS, the Agreement has an initial term and renewal terms that will expire on October 11, 2024 (the "Original Term "), and Owner and Tenant desire to enter into this Amendment in order to amend the Agreement to, among other things, provide for additional renewal terms beyond the Original Term. NOW THEREFORE, in consideration of the promises and mutual covenants contained herein, the parties agree as follows: 1. Recitals. The foregoing recitals are true and correct in all respects and are hereby made a part of this Amendment for all purposes. 2. Status of Parties/Estoppel. All parties acknowledge that, to the best of its knowledge, the Parties have complied in all material respects with the obligations under the Site Name: Quantum Park 1 Site #: 91997 Agreement occurring on or prior to the Effective Date and that, to the best of its knowledge, the Parties are not in default under the terms of the Agreement. 3. Defined Terms. Any capitalized terms not defined herein shall have the meanings ascribed to them in the Agreement. 4. Initial Term Commencement Date. The Parties hereby ratify and affirm that the commencement date for the Initial Term of the Agreement was October 12, 1999. Tenant shall have the option to extend the Agreement for each of five (5) additional five (5) year renewal terms (each a "New Renewal Term" and, collectively, the "New Renewal Terms "). The first New Renewal Term shall commence simultaneously with the expiration of the Agreement, taking into account all existing renewal term(s) (each an "Existing Renewal Term" and, collectively, the "Existing Renewal Terms ") available under the Agreement. Notwithstanding anything to the contrary contained in the Agreement, all Existing Renewal Terms and New Renewal Terms shall automatically renew unless Tenant notifies Owner that Tenant elects not to renew the Agreement not less than sixty (60) days prior to the expiration of the then current term. References in this Amendment to "Renewal Term" shall refer, collectively, to the Existing Renewal Term(s) and the New Renewal Term(s). The Parties acknowledge that pursuant to this Amendment the New Renewal Terms exceed the Original Term by twenty -five (25) years and that, unless terminated sooner, the final New Renewal Term will expire on October 11, 2049. The Owner hereby agrees to execute and return to Tenant an original Memorandum of Agreement in the form and of the substance attached hereto as Exhibit C and by this reference made a part hereof (the "Memorandum ") executed by Owner, together with any applicable forms needed to record the Memorandum, which forms shall be supplied by Tenant to Owner. 5. Paragraph 12 of the Lease is hereby deleted in its entirety and is of no further force and effect. 6. Default. Owner shall be able to terminate this Agreement only in the event of a default by Tenant, which default is not cured within either (a) ten (10) business days of Tenant's receipt of written notice of a monetary default, or (b) sixty (60) days of Tenant's receipt of written notice of a non - monetary default, provided, however, in the event that Tenant has diligently commenced to cure a non - monetary default within sixty (60) days of Tenant's actual receipt of notice thereof and reasonably requires additional time beyond the 60 -day cure period described herein to effect such cure, Tenant shall have such additional time as is necessary (beyond the 60 -day cure period) to effect the cure. 7. Legal Description; Survey. The Parties hereby agree that the correct legal descriptions for the Parent Parcel, Site and the non - exclusive ingress and egress and utility easements leased by Tenant are as shown on Exhibit A attached hereto, which exhibit is incorporated herein by reference for all purposes. The Parties further agree that an as -built survey reflecting the correct legal description of the Sire is shown on Exhibit B attached hereto and by this reference made a part hereof. Accordingly, the Parties hereby delete Exhibit A and Exhibit B of the Agreement and agree that the legal descriptions shown on Exhibit A attached hereto shall supersede and replace the legal descriptions that are attached to Site Name: Quantum Park 2 Site #: 91997 the Agreement, and the as -built survey shown on Exhibit B attached hereto shall supersede and replace the depiction of the Site attached to the Agreement. 8. Rent. The Parties hereby acknowledge and agree that all applicable increases and escalations to the rental payments under the Agreement (the "Rent ") shall continue in full force and effect through October 11, 2024. Effective October 12, 2024 and on each successive annual anniversary thereof, Rent shall increase by an amount equal to five percent (5 %) of the Rent then in effect. 9. Owner and Tenant Acknowledgments. Except as modified herein, the Agreement and all provisions contained therein remain in full force and effect and are hereby ratified and affirmed. The Parties hereby agree that no defaults exist under the Agreement. To the extent Tenant needed consent and/or approval from Owner for any of Tenant's activities at and uses of the site prior to the Effective Date, Owner's execution of this Amendment is and shall be considered consent to and approval of all such activities and uses. Owner hereby acknowledges and agrees that Tenant shall not need consent and /or approval from Owner for any future activities at or uses of the Site, including, without limitation, subleasing and licensing to additional customers all or any portion of Tenant's interest in this Agreement, as modified by this Amendment. The terms, provisions, and conditions of this Section shall survive the execution and delivery of this Amendment. 10. Notice. The Parties hereby replace any notice address for Tenant under the Agreement with the following: TENANT: UniSite, LLC Attn: Land Management Re: ATC Site No. #91997 — Quantum Park 10 Presidential Way Woburn, MA 01801 with a copy to: UniSite, LLC Attn: Legal Department Re: ATC Site No. #91997 — Quantum Park 116 Huntington Ave. Boston, MA 02116 11. Amendment Consideration. In consideration for amending the Agreement, Tenant agrees to pay Owner the amount of Twenty Thousand and 00 /100 Dollars ($20,000.00) within sixty (60) days of the Effective Date of this Amendment by both parties. 12. Representations, Warranties and Covenants of Owner. Owner represents, warrants and covenants to Tenant that: (i) to the extent applicable, Owner is duly organized, validly existing, and in good standing in the jurisdiction in which Owner was organized, formed, or incorporated, as applicable, and is otherwise in good standing and authorized to transact business in each other jurisdiction in which such qualifications are required; (ii) Owner Site Name: Quantum Park 3 Site #: 91997 has the full power and authority to enter into and perform its obligations under this Amendment, and, to the extent applicable, the person(s) executing this Amendment on behalf of Owner, have the authority to enter into and deliver this Amendment on behalf of Owner; (iii) no consent, authorization, order, or approval of, or filing or registration with, any governmental authority or other person or entity is required for the execution and delivery by Owner of this Amendment; (iv) Owner is the sole owner of the Site and all other portions of the Parent Parcel; and (v) there are no agreements, liens, encumbrances, claims, claims of lien, proceedings, or other matters (whether filed or recorded in the applicable public records or not) related to, encumbering, asserted against, threatened against, and/or pending with respect to the Site or any other portion of the Parent Parcel which do or could (now or any time in the future) adversely impact, limit, and/or impair Tenant's rights under the Agreement, as amended and modified by this Amendment. The representations and warranties of Owner made in this Section shall survive the execution and delivery of this Amendment. Owner hereby does and agrees to indemnify Tenant for any damages, losses, costs, fees, expenses, or charges of any kind sustained or incurred by Tenant as a result of the breach of the representations and warranties made herein or if any of the representations and warranties made herein prove to be untrue. The aforementioned indemnification shall survive the execution and delivery of this Amendment. 13. IRS Form W - 9. Owner agrees to provide Tenant with a completed IRS Form W- 9, or its equivalent, upon execution of this Amendment and at such other times as may be reasonably requested by Tenant. In the event Owner's property on which the Site is located is transferred, the succeeding owner shall have a duty at the time of such transfer to provide Tenant with a completed IRS Form W -9, or its equivalent, and other related paper work to effect a transfer in rental to the new owner. Owner's failure to provide the IRS Form W -9 within thirty (30) days after Tenant's request shall be considered a default and Tenant may take any reasonable action necessary to comply with IRS regulations including, but not limited to, withholding applicable taxes from rent payments. 14. Construction of Documents. Each party hereto acknowledges that this Amendment shall not be construed in favor of or against the drafter hereof. 15. Remainder of Agreement Unaffected. In all other respects, the remainder of the Agreement shall remain in full force and effect. Any portion of the Agreement that is inconsistent with this Amendment is hereby amended to be consistent. 16. Headings. The headings contained in this Amendment are for reference purposes only and shall not modify or affect this Amendment in any manner whatsoever. 17. Entire Agreement. The Agreement (as amended by this Amendment) embodies the final, entire agreement between the parties with respect to the subject matter of this Amendment, and supersedes any and all prior agreements, representations, understandings and commitments, whether oral or written relating to this subject matter, and may not be contradicted or varied by evidence of prior, contemporaneous or subsequent oral agreements or discussions of or on behalf of the parties to this Amendment. Site Name: Quantum Park 4 Site #: 91997 18. Counterparts. This Amendment may be executed in separate and multiple counterparts, each of which shall be deemed an original but all of which taken together shall be deemed to constitute one and the same instrument. 19. Recordation. Tenant and Owner agree that a copy of this Amendment (or a Memorandum thereof) shall be recorded in the public records of Palm Beach County, Florida upon execution of this Amendment. The cost for recordation shall be paid by Tenant. 20. Governing Law, Jurisdiction and Venue. The Agreement (as amended by this Amendment) has been executed and delivered in, and shall be interpreted, construed and enforced pursuant to and in accordance with the laws of the State of Florida. Tenant represents and agrees that it is familiar with all laws, ordinances and regulations. The Agreement (as amended by this Amendment) shall be governed in all respects, whether as to validity, construction, capacity, performance or otherwise by the laws of the State of Florida. Venue for any action arising from or related to the Agreement (as amended by this Amendment) shall be brought in a court of competent jurisdiction in Palm Beach County, Florida. 21. Sovereign Immunity. Owner is a political subdivision of the State of Florida and enjoys sovereign immunity. Nothing in the Agreement (as amended by this Amendment) is intended, nor shall be construed or interpreted, to waive or modify the immunities and limitations on liability provided for in Section 768.28, Florida Statutes, as may be amended from time to time, or any successor statute thereof. To the contrary, all terms and provisions contained in the Agreement (as amended by this Amendment), or any disagreement or dispute concerning it, shall be construed or resolved so as to insure Owner of the limitation from liability provided to the State's subdivisions by state law. 22. Waiver. Notwithstanding anything to the contrary contained herein, in no event shall Owner or Tenant be liable to the other for, and Owner and Tenant hereby waive, to the fullest extent permitted under applicable law, the right to recover incidental, consequential (including, without limitation, lost profits, loss of use or loss of business opportunity), punitive, exemplary and similar damages. 23. Tenant's Securitization Rights; Estoppel. Owner hereby consents to the granting by Tenant of one or more leasehold mortgages, collateral assignments, liens, and /or other security interests (collectively, a "Security Interest ") in Tenant's interest in this Agreement, as amended, and all of Tenant's property and fixtures attached to and lying within the Site and further consents to the exercise by Tenant's mortgagee ( "Tenant's Mortgagee ") of its rights to exercise its remedies, including without limitation foreclosure, with respect to any such Security Interest. Owner shall recognize the holder of any such Security Interest of which Owner is given prior written notice (any such holder, a "Holder ") as "Tenant" hereunder in the event a Holder succeeds to the interest of Tenant hereunder by the exercise of such remedies. Owner further agrees to execute a written estoppel certificate within thirty (30) days of written request of the same by Tenant or Holder. [SIGNATURES COMMENCE ON FOLLOWING PAGE] Site Name: Quantum Park 5 Site #: 91997 IN WITNESS WHEREOF, the undersigned parties have caused this Amendment to be duly executed as of the Effective Date. ATTEST: CITY OF BOYNTON BEACH a Florida municipal corporation By: By: , City Clerk , Mayor Date: APPROVED AS TO FORM AND LEGAL SUFFICIENCY By: Office of the City Attorney [SIGNATURES CONTINUE ON FOLLOWING PAGE] Site Name: Quantum Park 7 Site #: 91997 WITNESSES: UNISITE, LLC, a Delaware limited liability company Print Name: By: Name: Title: • Print Name: Date: THE STATE OF § COUNTY OF § The foregoing Second Amendment to Ground Lease Agreement was acknowledged before me this day of , 2016, by of Global Signal Acquisitions II LLC, a Delaware limited liability company, the Attorney -in -Fact of UNISITE, LLC, a Delaware limited liability company, for and on behalf of said entity and for the purposes, intents and consideration stated in the foregoing Second Amendment to Ground Lease Agreement. He /She is personally known to me or has produced as identification. In Witness Whereof, I have hereunto signed this acknowledgment with said appearer and said witnesses, on the date set forth above. Signature of Notary Public Printed Name of Notary Public: My Commission Expires: [Seal] Site Name: Quantum Park 8 Site #: 91997 EXHIBIT A PARENT PARCEL -Lot 92, Quantum Park at Boynton Beach, P.I.U., Plat No. 3 as recorded in Plat Book 60, Pages 29 -31 of the Public Records of Palm Beach County, Florida, containing 15.79ac. SITE A PARCEL OF LAND BEING A PORTION OF LOT 92, QUANTUM PARK AT BOYNTON BEACH, PID PLAT NO.3 AS RECORDED IN PLAT BOOK 60 PAGE 29 -31 OF THE PUBLIC RECORDS OF PALM BEACH COUNTY, FLORIDA AND BEING THE AGGREGATE OF A LEASE AREA DESCRIBED IN OFFICIAL RECORD BOOK 11346 PAGE 356 AND AN ADDITIONAL LEASE AREA OF 300 SQUARE FEET DESCRIBED AS INDICATED ON ATTACHMENT C -1 IN OFFICIAL RECORD BOOK 23632 PAGE 1988 AND IS DESCRIBED AS FOLLOWS: ALL BEARINGS IN THIS DESCRIPTION ARE BASED ON GRID NORTH FLORIDA EAST ZONE. COMMENCE AT THE EASTERLY MOST NORTHEAST CORNER OF LOT 92 AND RUN ALONG THE EASTERLY LINE OF LOT 92 AND A CURVE TO THE RIGHT, HAVING A RADIUS OF 1320.00 FEET, CENTRAL ANGLE 2 °38'57 ",CHORD S19 °40'28 "W 61.03 FEET, A DISTANCE OF 61.03 FEET TO A POINT; THENCE ON A RADIAL LINE N69 °00'04 "W 5.00 FEET TO THE POINT OF BEGINNING; THENCE N71 °39'01 "W 50.00 FEET; THENCE N19 °46'55 "E 55.80 FEET; THENCE S71 °39'01 "E 50.00 FEET TO A POINT ON A CURVE TO THE RIGHT THENCE; ALONG SAID CURVE HAVING A RADIUS OF 1315.00 FEET, CENTRAL ANGLE 2 °25'53 ", CHORD S19 °47'00 "W 55.80 FEET, A DISTANCE OF 55.80 FEET TO THE POINT OF BEGINNING AND CONTAINING 2800 SQUARE FEET. ACCESS AND UTILITIES A PARCEL OF LAND BEING A PORTION OF LOT 92, QUANTUM PARK AT BOYNTON BEACH, PID PLAT NO.3 AS RECORDED IN PLAT BOOK 60 PAGE 29 -31 OF THE PUBLIC RECORDS PALM BEACH COUNTY, FLORIDA, DESCRIBED AS FOLLOWS: ALL BEARINGS IN THIS DESCRIPTION ARE BASED ON GRID NORTH FLORIDA EAST ZONE. A STRIP OF LAND FOR ACCESS TO QUANTUM BOULEVARD, 12 FEET IN WIDTH, LYING 6 FEET ON EACH SIDE OF THE FOLLOWING DESCRIBED CENTERLINE: COMMENCE AT THE MOST EASTERN NORTHEAST CORNER OF LOT 92 AND RUN WITH THE EASTERLY LINE OF SAID LOT ALONG A CURVE TO THE RIGHT, RADIUS 1320.00 FEET, CENTRAL ANGLE 2 °25'53 ", CHORD S19 °40'28 "W 61.03 FEET, A DISTANCE OF 61.03 FEET TO A POINT; THENCE A RADIAL LINE N69 °00'04 "W 5.00 FEET TO THE SOUTHEAST CORNER OF A LEASE AREA; THENCE ALONG THE SOUTHERLY LINE OF THE LEASE AREA 35.35 FEET TO THE POINT OF BEGINNING; THENCE ALONG THE CENTERLINE OF THE ACCESS EASEMENT 528 °16'04 "W 79.27 FEET; THENCE S16 °36'07 "W 132.07 FEET; THENCE S9 °06'25'W 133.12'; THENCE S4 °15'26 "W 140.04 FEET; THENCE SO °03'39 "E 100.75 FEET; THENCE 512'10'34 "E 224.48 FEET TO A POINT ON THE NORTHERLY RIGHT -OF -WAY OF QUANTUM BOULEVARD, SAID POINT BEING THE POINT OF TERMINUS. SIDE LINES OF 12 FOOT STRIP TO EXTEND OR SHORTEN TO INTERSECT THE LEASE AREA BOUNDARY AND THE RIGHT -OF -WAY OF QUANTUM BOULEVARD. ACCESS EASEMENT STRIP CONTAINS 9,717 SQUARE FEET OR 0.223 ACRE. Site Name: Quantum Park Site #: 91997 C/) V) .-. - Z Sp i0. -.da � ::fn:t =9.u. ....� . . \ ' _ .. ...,,,,... „ ' iands foe r_�rr ' tr t� rra , ,S y � •x'47 b:F "Y7 .iaG f ' • - "' f e 3.. . , rur.am .. .w,. :w..c =w,vTzFan.,. ,..r. ri .. r.• r.. q p:. < ii :. hi: Pd J.sC!� * - , ` .. �.. • ,.st. .=,r . _ .-as. x ,., i.na,v< - , . ec n r.,. :I v,y ° .g 'K �.. iPP • t ; - ` 'i' , ask, . s r.,r.:ti:.¢'y.:. .as. ., , as c/ _ .x .a -- - ,,,... P ,,. ... . .r„ C*VT. ^ ` r '` I - _ _ _ ' t " w .., >n.....a..Ja.i. n , ,, sayaoin s'v'a.zt s.ZU; ^,u.aa=Yq SP'i - ^'l• r i , 1 , i 5 -'-_ .. -- - ,4 s ev .� �� i 1` ; _ . 5: _ _ : AT WIG:1RM01etilaliOdS1d2100SaIDbt - .._. _._ + ",,..,,•a- ,m,...,. „ .« ...t. '. ':4r, °«5s "..�.-.+-`«°' 1:4..\`1 °; _ _ rt•I - ...,.sue.., a _� a:i - .,ci«,..e;n m mca v..t:. n _� 04# nA F 4 2U U vt ti m m) + :.r- n *lao te e, F4 af✓ :.♦ i rni t > _. - • 1 0. + tivti�e � ave � ii r »� me UV+ mt.a . ';L:';;',7:-;• Ir (1 Mt; U..1( :'p•.e& s. • F'•Atr+la.arU._ anew;.atwac.:i . cs,.wuxa.,s,ww . x» € , i` f $ E G • L ,+ W a ` -- t - z..n„ .. ^ I . .ati- m „r. < •am's�+.v i:° . .a w w.: rz �A u ¢ x`` Kma y ` i ' . : ° . ` .:e :a a r n + n`�+ � , I A /A ■ sx j i r At..,>,.,•. .x*v14,.-:AMi,.am.aaa,..aa v..._.Hnr .., - .. rca,.u,.:r«;..•.�i... •m..i.. >:.:a.: .._...,...._ ..:.....,., .. • z it. :.. ._1.., -•• A.A,'A °v.,}'''aAXIAAT..« M::r✓...«.,,°+.•..,,t.�::. i; _ ::;: <e.,.,. '''''' ' .e.,,:..aa, :, '-«.o '''''''''+' .. = .*`S'F YtC°3 yt9 •q "iY w.n.a..uwra..aa,a, .u.aaamn,.+ t : \ 3 4 • d ;a i r _ r f „, .. a ., ,...>< ✓ a. .r aa.. a .. w<. m, ▪ -er «,.a._.a —H ..,c, a a. { *.A . tsars �. _ _ _ 5n� 4 ., ..,w.. r�t` aac ,.�a „i °:.� - vui'cw :m'+i °L..: ,...<R:. �'u :Aiiq'71YnlY 4- 4 :- ' ' 1 ,# . ..- ' �mi.+ vwna - ., b'!i[C - ,-i 1 (fix`as�� °, ......... t :S K =�i:�v •,r _..- atCllid( "183 ®i�.':J3's ia,.. -.,. . i ..a a F.s j ' l , - iT � i ' ....... - . > . .. .., , , . t _ - * e r. ra Y + - 1 ' _ ti '.�ey (S:?.Sl.',:im._',.aT,. °A ` ; a' y - i t% _ A. :..—,4... iH ,..,,4 S ... : •` Y:Y €, ,.: °”" .{: € ? n4:1 kl 00 „c 'us.a -s � r - A,6, nnna w . .... q ”" s.zr .j 'M1 !' fID K vaeK`:i � x�. ew 'i`n"i%� . m. +w runoece;e, 3 / ' 9-uv .tx .6'i [ ,• 'v <pw ..r,.. ' s.,i � i.,.:...,r .- :: r s � :ep -,+ ..............> a w ,c:+. « >.•>... t a li ,t iltti 511 - , , � ,, 1 1 'Y-: . , 1 i P- i ` -` - — -.w -' . : m. m ,, ,., 6 1 '" S ra s i ['1, i i ` R rs�' id Aaivid s _. 4yrriv , ';i r te` ,.x< 3 I. #�, yl u I • .- ^ . « 1 5� •4 # ` (3. N „.,.:,,,.; . `• 't. = * gy m— RY . a. - • • - Y ..,. .�i:;ti <'";°�: - ;n4i.1 ' i.,.'” ..t: ..5: • .st - - " a5 - °s' w .:a�.f.l.4....�a- w.",.sn.. -e.a �"�'x: . . ; j.� ,, �, 5 � . • �{ ! ' t -•• -.. - ....,..., , , ..� k .i�. A 3i9 w5 - ■ :arse `- +r . ' ixi'A U ' . a rk ... . c t ,s s . _. b r•e� - �1F ' � ♦ i <.! i i , ... x,._, r.....aai. - . mc .<...,r., w ws. { a, ,,i _ �: , e.',. . t ,` . :`v- .��. =i�j*` -: . +.!"` ,.r.,. «c .._� i = ; t - 1= P1512 V, 'War-. i2 #I S n4%uYJa5 a::9 'Y w 7 ":”: ,. .:::: " I � ^ • ' ,Tent r MI. MI. afita r 4�'i; a ,�. } € g h <.x a w <. : „ ... .2,1 I ; AKW, 4A:t,B}::s PAL. ;a�;d. je • s - , i _ _ _ a P ac ' OM �il��111�{� KI.JIi ` etikf k�,� -j �.. - . aau4cma rfaara mutt r a a < = ; , [ ty., c r: —. � �_ .n..�. . • °' .R, • • �t 1 .! • n tea' - VI j t� M : ; s2-ay s. cl..sar�zl $ .a�.r,h>x • • 0'...0 LEASE AREA 1 ' _ . - 1 , I wei< 1, em ,RAD ,... 1-3 ^ SPACE 1 ..o ? r L coN. Pim i .:. if,r6=0"' A, le- L ,dficloo wict e ,o, 1 ✓ Iff, ED 6 4. ; COM PAD ' oo * 1301/P - yrpowar,SPACE ; t , MN MONOPOLE ''.N 0 . """" \ . 1 A / \ : _....,..: 60t-0* LEW' AREA 1 . Site Name: Quantum Park Site #: 91997 EXHIBIT C — Memorandum of Agreement (on following page) Site Name: Quantum Park Site #: 91997 • Prepared by and Return to: American Tower 10 Presidential Way Woburn, MA 01801 Prior Recorded Lease Reference: Attn: Land Management /Anil J. Makhija, Esq. Book 11346, Page 356 ATC Site No: 91997 Document No: 99- 371965 ATC Site Name: Quantum Park State of Florida Assessor's Parcel No(s): 43- 45- 17 -09- 000 -0920 County of Palm Beach MEMORANDUM OF LEASE This Memorandum of Lease (the "Memorandum ") is entered into on the day of , 201 by and between CITY OF BOYNTON BEACH ( "Owner ") a Florida municipal corporation having a mailing address of PO Box 310, Boynton Beach, Florida 33425 -0310 and UNISITE, LLC, a Delaware limited liability company ( "Tenant "), a Delaware limited liability company (Owner and Tenant, collectively, the "Parties "). NOTICE is hereby given of the Lease (as defined and described below) for the purpose of recording and giving notice of the existence of said Lease. To the extent that notice of such Lease has previously been recorded, then this Memorandum shall constitute an amendment of any such prior recorded notice(s). 1. Parent Parcel and Lease. Owner is the owner of certain real property being described in Exhibit A attached hereto and by this reference made a part hereof (the "Parent Parcel "). Owner (or its predecessor -in- interest) and Tenant (or its predecessor -in- interest) entered into that certain Ground Lease Agreement dated on September 3, 1999 as adopted by the Owner on November 2, 1999 by that certain Resolution No. R99 -145 (as the same may have been amended, renewed, extended, restated, and/or modified from time to time, collectively, the "Agreement "), pursuant to which the Tenant leases a portion of the Parent Parcel and is the beneficiary of certain easements for access and public utilities and, if applicable, easements for guy wires and guy anchors, all as more particularly described in the Agreement (such leasehold and easement rights and interests, collectively, the "Site "), which Site is also described on Exhibit A. Site Name: Quantum Park 1 Site #: 91997 2. Expiration Date. Subject to the terms, provisions, and conditions of the Agreement, and assuming the exercise by Tenant of all renewal options contained in the Agreement, the final expiration date of the Agreement would be October 11, 2049. Notwithstanding the foregoing, in no event shall Tenant be required to exercise any option to renew the term of the Agreement. 3. Site Description. Tenant shall have the right, exercisable by Tenant at any time during the original or renewal terms of the Agreement, to cause an as -built survey of the Site to be prepared and, thereafter, to replace, in whole or in part, the description(s) of the Site set forth on Exhibit A with a legal description or legal descriptions based upon such as -built survey. Upon Tenant's request, Owner shall execute and deliver any documents reasonably necessary to effectuate such replacement, including, without limitation, amendments to this Memorandum and to the Agreement. 4. Right of First Refusal. There is a right of first refusal in the Agreement. 5. Effect/Miscellaneous. This Memorandum is not a complete summary of the terms, provisions and conditions contained in the Agreement. In the event of a conflict between this Memorandum and the Agreement, the Agreement shall control. Owner hereby grants the right to Tenant to complete and execute on behalf of Owner any government or transfer tax forms necessary for the recording of this Memorandum. This right shall terminate upon recording of this Memorandum. 6. Notices. All notices must be in writing and shall be valid upon receipt when delivered by hand, by nationally recognized courier service, or by First Class United States Mail, certified, return receipt requested to the addresses set forth herein; To Owner at: PO Box 310, Boynton Beach, Florida 33425 -0310; To Tenant at: Attn: Land Management 10 Presidential Way, Woburn, MA 01801, with copy to: Attn: Legal Dept. 116 Huntington Avenue, Boston, MA 02116. Any of the parties hereto, by thirty (30) days prior written notice to the other in the manner provided herein, may designate one or more different notice addresses from those set forth above. Refusal to accept delivery of any notice or the inability to deliver any notice because of a changed address for which no notice was given as required herein, shall be deemed to be receipt of any such notice. 7. Counterparts. This Memorandum may be executed in multiple counterparts, each of which when so executed and delivered, shall be deemed an original and all of which, when taken together, shall constitute one and the same instrument. 8. Governing Law. This Memorandum shall be governed by and construed in all respects in accordance with the laws of the State or Commonwealth in which the Site is situated, without regard to the conflicts of laws provisions of such State or Commonwealth. [SIGNATURES FOLLOW ON NEXT PAGE] Site Name: Quantum Park 2 Site #: 91997 IN WITNESS WHEREOF, Owner and Tenant have each executed this Memorandum as of the day first above written. OWNER 2 WITNESSES City of Boynton Beach a Florida municipal corporation Signature: Signature: Print Name: Print Name: Title: Signature: Date: Print Name: WITNESS AND ACKNOWLEDGEMENT State /Commonwealth of County of On this day of , 201 , before me, the undersigned Notary Public, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is /are subscribed to the within instrument and acknowledged to me that he /she /they executed the same in his /her /their authorized capacity(ies), and that by his/her /their signature(s) on the instrument, the person(s) or the entity upon which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Notary Public Print Name: My commission expires: [SEAL] [SIGNATURES CONTINUE ON NEXT PAGE] Site Name: Quantum Park 3 Site #: 91997 TENANT WITNESS UniSite, LLC a Delaware limited liability company Signature: Signature: Print Name: Print Name: Title: Signature: Date: Print Name: WITNESS AND ACKNOWLEDGEMENT Commonwealth of Massachusetts County of Middlesex On this day of , 201, before me, the undersigned Notary Public, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is /are subscribed to the within instrument and acknowledged to me that he /she /they executed the same in his /her /their authorized capacity(ies), and that by his/her /their signature(s) on the instrument, the person(s) or the entity upon which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Notary Public Print Name: My commission expires: [SEAL] • Site Name: Quantum Park 4 Site #: 91997 EXHIBIT A PARENT PARCEL -Lot. 92, Quantum Park at Boynton Beach, P.I.D., Plat No. 3 as recorded in Plat Book 60, Pages 29 -31 of the Public Records of Palm Beach County, Florida, containing 15.79ac. SITE A PARCEL OF LAND BEING A PORTION OF LOT 92, QUANTUM PARK AT BOYNTON BEACH, PID PLAT NO.3 AS RECORDED IN PLAT BOOK 60 PAGE 29 -31 OF THE PUBLIC RECORDS OF PALM BEACH COUNTY, FLORIDA AND BEING THE AGGREGATE OF A LEASE AREA DESCRIBED IN OFFICIAL RECORD BOOK 11346 PAGE 356 AND AN ADDITIONAL LEASE AREA OF 300 SQUARE FEET DESCRIBED AS INDICATED ON ATTACHMENT C -1 IN OFFICIAL RECORD BOOK 23632 PAGE 1988 AND I5 DESCRIBED AS FOLLOWS: ALL BEARINGS IN THIS DESCRIPTION ARE BASED ON GRID NORTH FLORIDA EAST ZONE. COMMENCE AT THE EASTERLY MOST NORTHEAST CORNER OF LOT 92 AND RUN ALONG THE EASTERLY LINE OF LOT 92 AND A CURVE TO THE RIGHT, HAVING A RADIUS OF 1320.00 FEET, CENTRAL ANGLE 2 °38'57 ",CHORD S19 °40'28 "W 61.03 FEET, A DISTANCE OF 61.03 FEET TO A POINT; THENCE ON A RADIAL LINE N69 °00'04 "W 5.00 FEET TO THE POINT OF BEGINNING; THENCE N71 °39'01 "W 50.00 FEET; THENCE N19 °46'55 "E 55.80 FEET; THENCE S71 °39'01 "E 50.00 FEET TO A POINT ON A CURVE TO THE RIGHT THENCE; ALONG SAID CURVE HAVING A RADIUS OF 1315.00 FEET, CENTRAL ANGLE 2 °25'53 ", CHORD S19 °47'00 "W 55.80 FEET, A DISTANCE OF 55.80 FEET TO THE POINT OF BEGINNING AND CONTAINING 2800 SQUARE FEET. ACCESS AND UTILITIES A PARCEL OF LAND BEING A PORTION OF LOT 92, QUANTUM PARK AT BOYNTON BEACH, PID PLAT NO.3 AS RECORDED IN PLAT BOOK 60 PAGE 29 -31 OF THE PUBLIC RECORDS PALM BEACH COUNTY, FLORIDA, DESCRIBED AS FOLLOWS: ALL BEARINGS IN THIS DESCRIPTION ARE BASED ON GRID NORTH FLORIDA EAST ZONE. A STRIP OF LAND FOR ACCESS TO QUANTUM BOULEVARD, 12 FEET IN WIDTH, LYING 6 FEET ON EACH SIDE OF THE FOLLOWING DESCRIBED CENTERLINE: COMMENCE AT THE MOST EASTERN NORTHEAST CORNER OF LOT 92 AND RUN WITH THE EASTERLY LINE OF SAID LOT ALONG A CURVE TO THE RIGHT, RADIUS 1320.00 FEET, CENTRAL ANGLE 2 °25'53 ", CHORD S19 °40'28 "W 61.03 FEET, A DISTANCE OF 61.03 FEET TO A POINT; THENCE A RADIAL LINE N69 °00'04 "W 5.00 FEET TO THE SOUTHEAST CORNER OF A LEASE AREA; THENCE ALONG THE SOUTHERLY LINE OF THE LEASE AREA 35.35 FEET TO THE POINT OF BEGINNING; THENCE ALONG THE CENTERLINE OF THE ACCESS EASEMENT S28 °16'04 "W 79.27 FEET; THENCE S16 °36'07 "W 132.07 FEET; THENCE 59 °06'25'W 133.12'; THENCE S4 °15 "W 140.04 FEET; THENCE SO °03'39 "E 100.75 FEET; THENCE S12 °10'34 "E 224.48 FEET TO A POINT ON THE NORTHERLY RIGHT -OF -WAY OF QUANTUM BOULEVARD, SAID POINT BEING THE POINT OF TERMINUS. SIDE LINES OF 12 FOOT STRIP TO EXTEND OR SHORTEN TO INTERSECT THE LEASE AREA BOUNDARY AND THE RIGHT -OF -WAY OF QUANTUM BOULEVARD. ACCESS EASEMENT STRIP CONTAINS 9,717 SQUARE FEET OR 0.223 ACRE. Site Name: Quantum Park Site #: 91997