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LEASE AGREEMENT TO INSTALL CONSTRUCT AND OPERATE A TRANSMISSION TOWER ~ ~qW~ Crown Castle USA Inc, Kevin Conroy Director of Real Estate INTERNATIONAL 2000 Corporate Drive Canonsburg, PA 15317 February 1,2005 CITY OF CLEARWATER PO BOX 4748 c/o FINANCE DEPARTMENT CLEARWATER, FL 33758-4748 Re: Lease Agreement(s) with Crown Castle International Corp. or one of its affiliates ("Crown Castle") with respect to certain real property located at MCMULLEN-BOOTH RD AT POLICE S, CLEARWATER, FL 34695 (the "Property) Dear Landlord: Crown Castle, as "Tenant" under the Lease Agreement(s), is seeking to obtain debt financing (the "Loan") from a lender (together with its successors and assigns, "Lender"), relating to, among other things, Tenant's interest in the Lease Agreement affecting the Property. 1. In connection with the Loan, we have been asked to make certain representations to Lender. Some of these representations involve the current status of the Lease Agreement. We therefore request that you confirm to us and to Lender that the following statements are true as of the date hereof: (a) Tenant is the current Tenant under the Lease Agreement (which, together with all amendments, is described on Exhibit A hereto, as so amended, the "Lease"), and the Lease is in full force and effect and contains the entire agreement between you ("Landlord") and Tenant with respect to the Property. (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) Landlord is the owner of the fee interest in the Property. (d) The individual executing this letter on behalf of Landlord is authorized to do so and has the full power to bind Landlord. (e) Lender may rely on the information confirmed above. 2. We have also been asked to change the address under the Lease where notices to Tenant should be sent. Landlord is hereby advised that all notices sent in accordance with the terms of the Lease should be sent to Tenant at Crown Castle International Corp., E. Blake Hawk, General Counsel, Attn: Real Estate Department, 2000 Corporate Drive, Canonsburg, P A 15317. 3. We have also been asked to obtain your agreement that, except to the extent the Lease grants greater rights or protections to Tenant or Lender, the following provisions shall apply with respect to the Lease: (a) As to any conveyance exercised under subject Lease, provision 21(d) in order to secure bona fide indebtedness, Lender shall take on all rights and responsibilities of the Lease and be subject to the lease terms. Should Lender exercise any rights of Tenant under the Lease, including the <<BUN>> Retain for your records right to exercise any renewal option(s) or purchase option(s) set forth in the Lease, Landlord agrees to accept such exercise of rights by Lender as if same had been exercised by Tenant, and Tenant, by signing below, confirms its agreement with this provision. (b) If there shall be a monetary default by Tenant under the Lease, Landlord shall accept the cure thereof by Lender within any grace period provided to Tenant under the Lease to cure such default, prior to terminating the Lease. If there shall be a non-monetary default by Tenantunder the Lease, Landlord shall accept the cure thereof by Lender within any grace period provided to Tenant under the Lease to cure such default, prior to terminating the Lease. (c) The Lease may not be amended in any respect which would be reasonably likely to have a material adverse effect on Lender's interest therein without the prior written consent of Lender. 4. This letter shall be binding on Landlord and Tenant and their respective successors and assigns and shall inure to the benefit of Lender. Please indicate your agreement to the foregoing matters by countersigning this letter in the space provided below and returning an original, countersigned copy of this letter to the undersigned in the enclosed self-addressed stamped envelope. Crown Castle appreciates your cooperation in this matter. If you have any questions, please contact us at (866) 259-4514. Thank you for your assistance in this matter. Sincerely, Kevin Conroy Director of Real Estate Confirmed and agreed this _ day of ,200_ : CITY OF CLEARWATER See Attached Signature Page By: Name: Title: Crown Castle, as Tenant, hereby signs below for the purpose of agreeing to the provisions of Section 3(a) above. By: ame: JayA:13rown )fitle:r. asurer ./ ' . , Enclosures <<BUN)) -2- Retain for your records City of Clearwater Signature page to: Re: Lease Agreement(s) with Crown Castle International Corp. Countersigned: :j~ y~ Fran~ Hibbard Mayor Approved as to form: ~ , L fL' k' aura 'pows, Assistant City Attorney CITY OF CLEARWATER, FLORIDA By: ~~ ~~---r.r William B. Horne II City Manager Attest: ~- Exhibit A Site Name: COUNTRYSIDE Site Number (BUN): 814424 Site Address: MCMULLEN-BOOTH RD AT POLICE S, CLEARWATER, FL 34695 Current Lessor: CITY OF CLEARWATER Lease Commencement Date: 8/1/1995 As this Lease Agreement may have been amended, restated, assigned, or otherwise modified by agreement of the parties thereto. ((BUN)) Retain for your records LAND LEASE AGREElVIENT KNOW ALL MEN BY THESE PRESENTS; d Le e Agreement, hereinafter referred to as "Lease" is made and entered into this ~ ~y of 1995, between the CITY OF CLEARWATER., FLORIDA, a Florida Municipal Co ation, h einafter referred to as "Landlord", and GTE MOBILNET OF TAMPA INCORPORATED, a Delaware corporation for profit, with offices at 600 North Westshore Boulevard, Suite 900, Tampa, Florida 33609, acting herein by and through its authorized officers, hereinafter referred to as "Tenant". WITNESSETH: 1. Premises: Landlord hereby leases to Tenant and Tenant hereby leases from Landlord, the following described lands, hereinafter referred to as "Leased Premises" situated in Pinellas County, State of Florida to wit: SEE EXHIBIT" A" 2. Uses: Landlord hereby grants permission to Tenant to occupy the Leased Premises to install, construct and operate a transmission tower up to but not more than 150 feet in height, and radio and microwave communications equipment. Such equipment shall include, but not be limited to, an equipment building and emergency gasoline, butane, diesel or other fuel powered generator on the Leased Premises at a location suitable for Tenant's needs. Said building will house additional equipment necessary for Tenant's communication operations and the emergency generator will be used at Tenant's option, but in most cases only in the event of a power failure. For the purposes of this agreement, the transmission tower and all of the Tenant's equipment, building, generator, cables, wires, antennas and microwave dishes and accessories shall hereinafter collectively be referred to as "Communication Equipment" or "Communications Center". Tenant shall at all times throughout the term of this lease take every appropriate measure to insure that Tenant's Communication Equipment does not interfere with, impede, modify, or alter the operation and performance of Landlord's transmission tower located adjacent to the Lease Premises, or to the antennae and microwave receivers and/or transmitters as may be located thereon upon the date of this agreement, or as may be reduced, added to, or otherwise modified during the term of this Lease, and any of Landlord's communications equipment necessary for the operation thereof. Landlord covenants with tenant that during the term of this Lease, or any extension hereof, it will refrain from any modificationS to its tower and communications equipment as existing upon the date of this agreement that would be incompatible with Tenant's tower and communications equipment if constructed and operated as provided above. . 3. Te~he prim.ary. . teIi 199~ and terminate on below, oft .s Lease shall be for five (5) years and shall commence on ~~ L. l -~ subject to extenSIOns as set forth In Para number 7 c2fJtJO) 4. Rent and Consideration: As rental for the Leased Premises, Tenant will pay Landlord at the address designated in Paragraph number 9, the amount equal to Nine-thousand six hundred and no/lOO dollars Site: Countryside Cell Site ($9,600.00) annually during the first twelve (12) months of this agreement, payable in equal monthly installments of Eight hundred and no/100 dollars ($800.00) each, plus applicable sales tax, all in advance. Rental payments shall commence on the first day of the month following the execution of this agreement, and tp,ereafter on a monthly basis throughout the term of this Lease. During the initial term of this agreement, or any extension thereof, the annual rental shall be adjusted at the end of each year , and each adjustment shall be based on the U.S. Department of Commerce "National Consumer Price Index" for all Urban Consumers, U.S. City Average, ("CPU-U") indicator and shall be determined by dividing the CPI-U indicator from the most recently published indicator prior to the adjustment date, by the CPI-U indicator published one (1) year prior to the adjustment date, and multiply the resultant number by the yearly lease rental amount of the most recent past lease period. Provided, however, the new yearly lease increase amount shall in no case be less than 3% or more than 5% of the most recent past yearly rental amount. In the event this Lease is extended beyond the primary term, as hereinafter provided, the yearly rental rate shall be adjusted in accordance with the aforementioned rental adjustment provlSlons. 5. Acces~: Tenant is hereby given and granted the Right-of-Way of ingress and egress and utility purposes over and across the Leased Premises and other lands owned by Landlord as may be required for the purpose of erection, installation, maintenance and removal of such Communications Equipment and other necessary appurtenances and for access for telephone lines and power lines in connection with its cellular, radio and microwave communications center. Such Right-of-Way shall be via a non-exclusive ingress, egress and utilities easement having a width of twenty-five (25) feet as depicted in Exhibit "BlI attached hereto and made a part hereof In the event it is not practical in the opinion of either the Tenant or the applicable Utility Company to use the above described easement for access, installation and maintenance of the aforementioned utilities, Landlord agrees to grant to Tenant a reasonable alternate easement, or easements, for such Utility Companies purposes over any other portion of Landlord's real property as detennined solely by Landlord. Grant of such easement(s) shall not unreasonably be withheld. Any such Utility Easement or Alternate Utility Easement(s) shall be for installation and maintenance (whether by Tenant or by it's designated utility Company) under and/or above the ground from the point of connection with the Utility Company's distribution network to Tenant's building located on the Leased Premises. The width of such alternate easement(s) shall not exceed thirty (30) feet. It is further understood that Tenant and the Utility Company providing services to Tenant shall have access to all area of the Leased Premises every hour of every day for installation, maintenance and/or repair of such utility services. Tenant shall provide its own padlock to access security gate that traverses the access easement as described in Exhibit "B", and shall attempt to notify Landlord, for security purposes, of any entry after normal business hours by calling 462-6668. At the termination of the lease or any extensions, all easements will be deemed void and be canceled of record. 6. Utilities at Tenant's Cost: Tenant shall be solely responsible for and promptly pay all charges for gas, electricity, telephone service, or any other utility used or consumed by Tenant on the Leased Premises. Tenant shall have an electrical current meter installed at the Leased Premises, and the cost of such meter and of installation, maintenance and repair thereof shall qe paid for by the Tenant. , 7. Extensions: Tenant shall have the option to extend this Lease by a series for three (3) additional terms of five (5) years each so long as it has abided by the terms and conditions of the Lease and is not in. default . hereunder. Tenant shall give written notice to Landlord of its intention to extend during the last six (6) months county A:\GTEMOBL2.doc 2 Site: Countryside Cell Site of the primary term or any extension thereof, as the case may be, but in no event shall such notice be less than thirty (30) days prior to the expiration of any such term. In the event Tenant exercises its option to extend this Lease, the Lease amount shall be adjusted annually as provided in Paragraph 4 above. 8. Holding' Over: If Tenant should remain in possession of the Leased Premises after the expiration of the primary term or any extension of this Lease, without the exercise of an option or the execution by Landlord and Tenant' of a new lease, then Tenant shall be deemed to be occupying the Leased Premises as a tenant-at- sufferance on a month-to-month basis, subject to all the covenants and obligations of this Lease and at a monthly rental of one and one-half (1 Y2) times the per month rental then provided hereby. 9. Notice: Any notice shall be in writing and shall be delivered by hand or sent by United States Registered Mail, postage prepaid and addressed as follows: LANDLORD City Manager City of Clearwater P. O. Box 4748 Clearwater, Fl. 34618-4748 (813) 462-6700 TENANT GTE Mobilnet of Tampa Incorporated 600 N. Westshore Boulevard, Suite 900 Tampa, Florida 33609 (813) 282-6000 Such addresses may be changed from time to time by either party by giving notice as provided above. . Notice shall be deemed given when delivered (if delivered by hand), when postmarked if sent by U.S. Mail, certified, "" return receipt requested. 10. Liability and Indemnity: Tenant agrees to indemnify and save the Landlord harmless from all claims (including costs and experises of defending against such claims) arising or alleged to arise from any act or omission of Tenant or Tenant's agents, employees or contractors occurring during the term of this Lease in or about the Leased Premises. Tenant agrees to use and occupy the Leased Premises at it's own risk and hereby releases Landlord, it1s agents and employees, from all claims for any damage or injury brought on by Tenant to the full extent permitted by law. Landlord in turn agrees to indemnify and save Tenant harmless from all claims, negligence and torts (including cost and expenses of defending against such claims) arising or alleged to arise from any act or omission of Landlord or Landlord's agents, employees, or contractors of Landlord occurring during the term of this Lease; however, nothing herein shall constitute a waiver of any of the rights or defenses available to the Landlord as a Florida municipality under Section 768.28, Florida Statutes, the "Sovereign Immunity Waiver Statutell. 11. Termination by Tenant: Tenant shall have the right to terminate this Lease at any time upon any of the following events: a. If the approval of any agency board, court, or other governmental authority necessary for the construction and/or operation of the Communications Equipment cannot be obtained, or is revoked or if Tenant determines the cost of obtaining or retaining such approval is prohibitive. county A:\GTEMOBL2.doc 3 Site: Countryside Cell Site b. If Tenant determines that the property is not appropriate for locating its Communications Equipment for technological reasons, including, but not limited to signal interference. c. In the event that any government or public body shall take all or such part of the Leased Premises thereby making it physically or financially unfeasible for the Leased Premises to be used in the manner it was intended to be used by this Agreement, Tenant shall have the right to terminate this Lease effective as of the date of the taking by the condemning party and the rental shall be prorated appropriately. However, if only a portion of the Leased Premises is taken, and Tenant does not elect to terminate this Lease under this provision, then rent payments provided under this Lease shall be abated proportionally as to the portion taken if the portion taken in any manner effects the ability of Tenant's Communications Equipment to continue to perform in the manner it performed prior to the taking, and Landlord is either unable or unwilling to replace, to the Tenant's satisfaction, that portion of the Leased Premises taken. Tenant will give Landlord thirty (30) days written notice of termination of this Lease under the terms of this Paragraph number 11, sections (a), (b) and (c). Upon termination, neither party will owe any further obligations under the terms of this Lease except fulfillment of all obligations of the tenancy herein created until and through the termination date, and those covenants and representations that would reasonably survive such termination date, specifically, but not limited to, those embodied in Paragraph number 17 (Environmental) and. for Tenant's responsibility within 90 days following termination of this agreement of removing all of it's Communications Equipment from the Lease Premises and restoring the areas occupied by Tenant to its original condition as near as practical, save and except normal wear and tear and acts beyond Tenant's control. Should Tenant fail to complete the removal of it's Communication Equipment and restoration of the Lease Premises within the time herein provided, Landlord may, at it's option, remove all of Tenant's equipment and restore tb,e Lease Premises and collect all expenses related thereto from the Tenant. 12. Defaults and Remedies: Notwithstanding anything in the lease to the contrary, Tenant shall not be in default under this Lease until: a. In the case of failure to pay rent or other sums due under this Lease within fifteen (15) days after receipt of written notice thereof from Landlord, or; b. In the case of any other default, within thirty (30) days after receipt of written notice thereof from Landlord; provided, however, where any such default cannot reasonably be cured with thirty (30) days, Tenant shall not be deemed to be in default under the Lease if Tenant commences to cure such default within said thirty (30) day period and thereafter diligently pursues such cure to completion. :. 13. Landlord's Right to Terminate: In the event of Tenant's default in the payment of rentals or Tenant's failure to comply with any other material provision of this Lease, specifically, but not limited to, the non- interference provisions with Landlord's transmission tower and equipment as provided in Paragraph number 2 of this agreement, then Landlord may, at it's option: terminate this Lease without affecting it's right to sue for all past due rentals, and any other damages to which the Landlord is entitled. Should Landlord be entitled to collect rentals or damages, or for the costs of removal of Tenant's Communications Equipment and restoration of the Lease Premises, and be forced to do so through it's attorney, or by other legal procedures, Landlord shall, upon receipt of a favorable ruling, be entitled to it's reasonable attorney fees thereby incurred. . county A: \GTEMOBL2 .doc 4 Site: Countryside Cell Site 14. Taxes: Tenant shall pay annually an amount equal to any increase in real estate taxes that may be attributable to any improvement to the Leased Premises by Tenant. Tenant further agrees to pay to Landlord any occupancy tax or rent tax now in effect or hereafter enacted. If such tax is paid by Landlord, Tenant shall reimburse Landlord for the amount of any such tax payment within thirty (30) days of receipt of sufficient documentation indicating the amount paid and the calculation of Tenant's pro-rata share. Upon written request by Tenant, Landlord shall furnish evidence of payment of all taxes made by Landlord. 15. Insurance: Tenant shall, at it's expense, maintain in force during the term of this Lease, and provide a certificate, or certificates, of insurance covering the entire term of the lease, or any extension thereof, to Landlord of a combined single limit Commercial Form Insurance policy of bodily injury and property damage insurance, with a limit of not less than $1,000,000.00 insuring Landlord and Tenant against all liability arising out of the ownership use, occupancy, or maintenance of the Leased Premises and appurtenant areas, which policy shall name Landlord as a.dditional insured. The Landlord's Risk Manager may require Tenant to provide any or all of the following additional Insurance Endorsements upon determination of any additional risks inherent to Landlord as a party to this Lease agreement: . a. Contractual liability coverage. b. Personal Injury Liability coverage. c. Broad Form Property Damage coverage. All insurancec~overages herein provided shall: a. Be written on an "Occurrence" basis. b, Shall not be suspended, voided, canceled or modified except after thirty (30) days prior written notice by certified mail return receipt requested has been given to the Landlord's Risk Management Office. c. Certificates of Insurance meeting the specific required insurance provisions of this Lease shall be forwarded to the Landlord's Risk Management Office and approved prior to the start of any work or the possession of the Lease Premises. d. AlI"insurance policies required within this contract shall provide full coverage from the first dollar of exposure unless otherwise stipulated. No deductibles will be accepted without prior approval from the Landlord. e. RADON GAS: Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time, Levels of radon that exceed federal and' state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county public health unit. county A:\GTEMOBL2.doc 5 Site: Countryside Cell Site 16. Tests: Tenant is hereby given the right to survey, soil test, radio coverage tes~, and to conduct any other investigations needed to determine if the surface and location of the Leased Premises is suitable for construction of a cellular, radio and microwave communications center. 17. Environmental: a. It is acknowledged and agreed by Landlord that it will be necessary for Tenant, at tenant's expense, to perform a Phase I environmental assessment to determine if there is any basis for suspecting that hazardous materials or waste have been deposited or released in or upon the property being purchased hereunder. If the results of the Phase I investigation reveal to the Tenant a potential hazardous materials or waste situation, then Tenant shall be entitled, at Tenant1s expense and at it's option to perform a Phase II investigation consisting of, but not limited to, the sampling and analyzing of soil, ground water, air, building components, and any other materials that may be upon or in the property. It is further agreed that in the event a Phase I or Phase IT investigation shall reveal to Tenant a potential or actual problem concerning hazardous materials or waste in or about the property, the Tenant upon reasonable written notice to Landlord, shall be entitled to terminate this agreement. b. Tenant shall provide Landlord with all Phase I and, if performed, Phase II environmental investigation reports within fifteen (15) days of receipt thereof If, based on the report(s), Tenant concludes the environmental status of the Lease Premises is acceptable to Tenant, then it will be deemed thereafter that the conclusions as defined in the report(s) shall establish the environmental base line for the Lease Premises and Tenant shall thereafter indemnify, defend and save harmless the Landlord, its successors, assigns and agents from and against any legal or administrative proceeding brought against Landlord; from all demands, claims, fines, penalties, or costs occasioned by subsequent discovery of any other pollution or hazardous substances involving the Lease Premises, whether known or unknown to Landlord, whether based in federal, state, or local environmental or other laws; strict liability or common law; from any damage, claim liability or loss connected to any condition in, on, or of the Lease Premises as of the date of the written report(s) and evaluations as contained therein; as well as during Tenant's occupancy of the property and afterward as to any continuing violations after Tenanes occupancy if such violations can reasonably be determined to have been caused directly by Tenant, its employees, agents, contractors, or any person or entity acting for or on behalf of the Tenant. These covenants by Tenant to indemnify, defend and save harmless Landlord, its successors, assigns and agents shall extend to and include any obligations of Landlord to perform remedial work ordered or recommended by any governmental or administrative agencies. Tenant shall be solely responsible for responding to such governmental or administrative agencies claims relating to contamination of the premises as may be directly attributable to Tenant, its employees, agents, contractors, or any person or entity acting for or on behalf of the Tenant during the term or any extension thereof, or after termination. c. Upon expiration or termination of this Lease, Tenant shall, at Tenant expense, procure an environmental audit, or audits, through an environmental firm or individual mutually agreeable between Tenant and Landlord, in conformance with City of Clearwater Environmental Audit and Property Assessment Guidelines as may be in existence at time of expiration or termination. Should the results of such studies and tests reveal any environmental contamination of the premises in amounts and/or concentrations exceeding minimum acceptable levels as then established by applicable governmental authorities, or in excess of the baseline environmental condition of the premises as established' at the county A:\GTEMOBL2.doc 6 Site: Countryside Cell Site Lease commencement date, whichever shall define the lowest limits of environmental contamination then present in, on, or of the Lease Premises, Tenant shall pay all costs associated with environmental remediation of such contamination exceeding the lowest limits established using the aforementioned criteria if such contamination is found to be directly attributable to Tenant, its employees, agents, contractors, or any person or entity acting for or on behalf of Tenant during the term of or any extension of this lease, or after termination. d. Tenant shall at all times during the term of this Lease, or any extension hereto, fully comply with all Federal, State and Local environmental laws and administrative rules. e. Tenant agrees to provide Landlord within seven (7) days of execution by Tenant, copies of all registrations, reports, closure assessments and certification of financial responsibility forms as may be required to be submitted' to the State Department of Environmental Protection, or its successors, pursuant to Rules of the Florida Administrative Code. 18. Fixtures: Landlord covenants and agrees that no part of the improvements constructed, erected or placed by Tenant on the Leased Premises shall become, or be considered as being, affixed to or a part of Landlord IS real property and any and all provisions and principles of law to the contrary notwithstanding, it being the specific intention of Landlord to covenant and agree that all improvements of every kind and nature constructed, erected or p1aced by Tenant Oll:the Leased Premises shall be and remain the property ofCbe Tenant. 19. Assignment and Subletting: Tenant may assign or sublet the Leased Premises or any part thereof without the consent of Landlord only if Tenant remains liable for fulfillment of payments under this Lease; and all other terms and conditions of this Lease, and the nature of the use is not changed or the Assignment is made to an affiliate of GTE Mobilnet IIicorporated. All other assignments shall require Landlord's prior written consent, which consent shall not be unreasonably withheld. 20. Memorandum of Lease: Following the execution of this Lease, either party, at its sole expense, shall be entitled to file the Memorandum of Lease (attached as Exhibit IICII) of record in the County where the Leased Premises is located. 21. Other Conditions: a. Landlord acknowledges that following the execution of this Lease, Tenant will be contacting the appropriate local governmental agencies for the purpose of obtaining all building permits and approvals, zoning changes and/or approvals, variances, use permits and other governmental permits and approvals necessary for the construction , operation and maintenance of a cellular mobile telephone facility (II Communications Centerll) and related antennas, cable, conduits, wires and electronic and other equipment on the Leased Premises eLocal Permitsll). Landlord agrees to fully cooperate with Tenant in obtaining the Local Permits and, without limiting the generality of the foregoing, to execute any applications, maps, certificates or other documents that may be required in connection with the Local Permits, with the exception that Landlord cannot guarantee that the City of Clearwater, Planning & Zoning Board, or Development Code Adjustment Board will take favorable action or any action for zoning or needed variances. county A:\GTEMOBL2.doc 7 Site: Countryside Cell Site b, Whenever under the Lease the consent or approval of either party is required or a determination must be made by either party, no such consent or approval shall be unreasonably withheld or delayed, and all such determinations shall be made on a reasonable basis and in a reasonable manner. c, Landlord covenants that the Tenant shall, upon paying the rent and observing the other covenants and conditions herein upon it's part to be observed, peaceably and quietly hold and enjoy the Leased Premises during the term of this Lease or as it may be extended without hindrance, ejection or molestation by the Landlord, any persons claiming under the Landlord or any other tenant of the Landlord. d. Landlord covenants and agrees that, at all times during the continuance of this lease, tenant shall have the right to mortgage or convey by deed of trust or other instrument adequate for the purpose of securing any bona fide indebtedness or evidence thereof, this lease only or the leaseholder's interest only of the Tenant created hereby together with all of the Tenant's right, title and interest in and to improvements hereinafter constructed, erected or placed on the Leased Premises by Tenant, provided always that no such mortgage, conveyance or encumbrance, nor any foreclosure thereof, nor any purchase thereafter, shall impair or abridge the rights of the Landlord, as provided herein, or to which the Landlord may be entitled in law or in equity. e. During the continuance of this Lease, and in exercising the rights, powers, privileges and immunities provided hereunder, Tenant shal1,cfence in only that portion of the Leased Premises astS reasonably needed for it's improvements and for the proper and efficient operation of said Communications Equipment. In most cases Tenant will only fence reasonable areas around Tenant's building and transmission tower. Landlord shall not prohibit Tenant's access to the Leased Premises or be entitled to use such portion so fenced, for any purposes. However, Landlord shall have the privilege of using that portion of the surface of the Leased Premises not enclosed by fence so long as Landlord does not interfere with Tenant's operations. Landlord further agrees to indemnify and save the Tenant harmless from all claims arising or alleged to arise from any act or omission of Landlord or Landlord's agents, employees or contractors or other tenants of Landlord within such portion of the Leased Premises not fenced in. "Fence" within the context of this paragraph shall mean "chain link" fencing equal in grade and construction to Landlord's fencing as existing in the immediate vicinity of the Leased Premises as of the date of this agreement. Tenant's fence shall be constructed and maintained in accordance with all applicable building codes. ".'v_ f. Tenant shall satisfy itself as to the status and applicability of any liens, encumbrances and exceptions as may exist and encumber Landlord's property prior of delivery of an executed copy of this Lease agreement to Landlord for approval by its City Commission and execution by it's City Officials. It will be deemed that the Landlord's title status in and to the Leased Premises is satisfactory to Tenant by delivery of this Lease agreement to Landlord's agent as hereinabove provided. Rental payments are due and payable by Tenant as provided in ParagraPr number 4 above. g. Tenant shall have the right, at Tenant's sole discretion, to lease space on Tenant's transmission tower and/or Lease Premises to "third parties". In the event Tenant so elects to enter into a third party lease agreement, such agreement shall be subordinate and subject to this Lease and Landlord shall be furnished a true copy thereof. Tenant shall remain in primary possession of the Lease Premises throughout the term county A:\GTEMOBL2.doc 8 Site: Countryside Cell Site of the third party lease. The term of any third party lease shall extend no longer than the initial term of Tenant's lease or any extension thereto. h. Exterior painting of Tenant's Communications Center shall conform in color and appearance with Landlord's administrative building located on the overall site of which the Lease Premises is a part. i. Any contingencies contained in this Lease Agreement that would prohibit Tenant from fulfilling every covenant, term and condition herein shall be deemed to have been fully satisfied upon: (a) operational commencement. of Tenant's transmission tower, or (b), 180 days following the Lease commencement date, whichever is sooner. 22. Entire Agreement and Binding Effect: This lease and any attached exhibits reference herein and attached hereto constitute the entire agreement between Landlord and Tenant; no prior written or prior, contemporaneous or subsequent oral promises or representations shall be binding. This Lease shall not be amended, or changed except by written instrument signed by both p~ies hereto. Paragraph captions herein are for convenience only, and Il:either limit nor amplify the provisions of this instrument. The provisions of this instrument shall be binding upon and inure to the benefit of the heirs, executors, administrators, successors and assigns of the parties, but this provision shall in no way alter the restriction hereon in connection with assignments and subletting by Tenant. 23. Additional Clauses: Paragraph numbered none through none are added to and a part of this agreement. IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease Agreement as of the date and year first above written. WITNESS: county A:\GTEMOBL2.doc TENANT: GTE Mobilnet of Tampa Incorporated B>*-/~ James -A. La Belle ........... ... Area President-Florida 9 Countersigned: Approved as to form and legal sufficiency: LLi~ . ~1liGS A. Lam..c::, &;)13tant City Attorney fJa yVJ e-l a k /l-kl i1 ) "','~ '.'Ft county A:\GTEMOBL2.doc ~.,~;"." i~4~<' 10 Site: Countryside Cell Site LANDLORD: City of Clearwater, Florida BY: Eliube$ ~~Manager ATTEST: :~ . ',:'* EXHIBIT "A" Attached to and made a part of that certain LEASE AGREEMENT dated ~i c:l6. by and between the CITY OF CLEARWATER, FLORIDA ("Landlord"), and E M 1.1net of Incorporated ("Tenant..). / 19~ Tampa (LEASED PREMISES) - LEGAL DESCRIPTION: Lease Parcel A parcel of land lying in the Southtlast 1/4 of Section 21, Township 28 South, Rangtl 16 East, Pinel/as County, Florida, btling more particularly described as fol/ows: Commtlnce at fhe Northwtlst corner of thtl Southtlast 1/-f. of Section 21, Township 28 South, Range 16 East, Pinellas County, Florida; th,Mce on the H'ut boundary thertlof. South 00.09'52u East, 0 distance of 866.66 feet; thence deporting said H'tlst boundary. North 70-24'12" East, a distanctl of 78.95 ftlef; thtlnce South 64XD19'+4" East, a distance of 63.51 fuf, to thtl POINT OF BEGINNING; thence South 89-,9'44" East, a dlstanctl of 50.00 fetlt; thtlnctI South 00.40'16" West, a distance of 65.00 ftlllt; thence North 89"19'+4" West, a distance of 85.00 leet; thence North 00.#)'16" cast, 0 distance of 65.00 {tlet; thenctl South 89-,9'+4" cost, a distance of J.5.00 {Bet, to the POINT OF BEGINNING; The abo~ described parcel contains 5525.00 square feet, more or less. 11 Atta~d to and made a part of 199~ by and between the CITY OF Incorporate ("Tenant"). EXHIBIT "B" that certain LEASE AGREEMENT dated L~ 2~ ' CLEARWATER, FLORIDA ("Landlord"), andc;tE Mo _lnet 0 Tampa (ACCESS EASEMENT) An ~as~m~nt for ingr~ss, ~grtlss and ut1'lity purposes o\lf:r across tht! lalla wing dt!!scribt!d parc~/. A parcel of land lying in the Southt/ast 1/4 and the Southwest 1/4 of Stlction 21, Township 28 South. Rang~ 16 east. Pintlllas County. Florida, btling more particularly d~scribtld as fol/o ws: Commenctl at tlitl Northwest 1/4 of thtl Southtlast 1/-1 of Stlction 21. Township 28 South, Range 16 east. Pintlllas County. Florida; ttJtlnc~ on the Wtlst boundary thsrtlof, South 00"09'52~ east. a distanctl of 866.66 Itltlt. to the POINT OF BECINNINC; thtlnctI dtlporfinf; said Wtlst boundary. North 70.24',2" east. a distonctl of 78.95 Itltlt; thtlnctI South 64"'9'+4" east, a distance of 63.51 Itltlt; thtlnce North 89.,9"+4" Wtlst, a dlstancs of JS.OO ftlet; thtlnctl South 00"+0"6" Wsst. a distanctI 01 11.26 Idt1f; th-enctl North 64"19'+4" w~st. a dlstanctI of 26.13 Itltlt; thtlnctI South 70"24"2" Wtlst, a dislanctl 0/ 121.79 Itlet; thtlnc~ South 43"+3'5J~ WtI,st. a distanct! 0/ 27.46 ft!~t; thtlnct! South 01"16'07" East, a distance of 369.08 ftltlt; Ihtlnce South 01.09'54" West. a dIstance of '68.18 Itltlt; thence South 00.09'05" east, a distance of 1129.96 ftltlt to tht! intt!rs~ction with thtl Northtlrly rIght of /Yay line of Sloltl Road No. 580; thence on said right of way lintl, South 89.+7'59~ Wtlst. a dislanctl of 25. 00 Itltlt; thtMCtl dtlpartlng saId rIght of way lintl. North 00"09'05" Ifesf, a distance 01 113a27 ftlet: thenctl North 01"09'54" East, a distanctI of 167.93 feltt; thtlnctl North O,"16'or Wtlst, a disfanCtI of 378.90 ftltlt; thtlnce North -13"+.3'53" east. a distanctI of -/.3.74 fe~t; thtlnCtI North 70"24'12" east. a di$tanct!! of 59.19 fee t. to fhlt POIN T OF BeCINNINC; The abo \If: dtlscribtld parctll conlains 1.08 acrtls. mort! or Itlss. 12 Site: Countryside Cell Site EXHffiIT 11 e" MEMORANDUM OF LEASE KNOW ALL MEN BY THESE PRESENTS, THAT: TillS NIEMORANDUM OF LEASE is made and entered into thiS~~ of 1995, by and between the CITY OF CLEARWATER, FLORIDA (IILandlordll), whose address . City ager, City of Clearwater, P. O. Box 4748, Clearwater, Florida 34618-4748, and GTE Mobilnet of Tampa Incorporated (" Tenant II) whose address is 600 N. Westshore Boulevard, Tampa, Florida 33609. WITNESSETH The rent and other obligations of Landlord and Tenant are set forth in the Lease, to which reference is made for further particulars, In the event of any conflict between the terms and provisions of the Lease and those contained in this Memorandum, those contained in the Lease shall govern and be controlling. IN WITNESS WHEREOF, Landlord and Tenant have executed and acknowledged this Memorandum as of the date first above written. ~-J ~~a;Y~. Q (- ()tJ(~vY\aL TEN~ Mobilnet of Tampa Incorporated Bye h ~ James A. La Belle ~ Area President-Florida ~ kM- tJ t--~ IrdLL- Print Witness Name county A:\GTEMOBL2.doc 13 Site: Countryside Cell Site LANDLORD: City of Clearwater, Florida BY: -jrwW Elizabeth . Deptul , City Manager . Approved as to form and legal ATTEST: sufficiency: ilL; ~les A. LQuce, f.8gi~a.nt City Attorney 1f?171~/a.- X. ///(111 c&~ ~. t:t .D.~ Cynt E. Goudeau, City Clerk Acknowledgements: Memorandum of Lease City of Clearwater/GTE Mobilnet of Tampa Incorporated STATE OF FLORIDA SS COUNTY OF HILLSBOROUGH ACKNOWLEDGEMENT BEFORE ME, the undersigned, personally appeared, James A. La Belle, Area President-Florida of GTE Mobilnet Incorporated, a Delaware Corporation, who executed the foregoing Memorandum of Lease on behalf of the corporation, and who acknowledged the execution to be his free act and depd for the use and purposes herein set forth, and who is personally known to me or who produced A.J I /9- as identification. ' ~0' ()~~; .P , - WITNESS myhand and seal this ~f5; aay of . ......r .-.....--~ , 199 6 , /l~/<'~~- "u~~. Notary Public ~/ . ---'TLT....,-~ Printltype name: j5~ vi:?" ,If )... y AA-CJ:'y -;11-/<60 T T .~.~.. BMRLY LACEY-ARGOn t'i ':"SJh MY COMMISSION , cc 441176 ~ ~.. EllPIAES: SepIImIIIf 24. 1996 'l.Rf. Bonded tIIN NolIIIY PubIc lJIldIIWlll8II county A:\GTEMOBL2.doc 14 Site: Countryside Cell Site STATE OF FLORIDA SS COUNTY OF PINELLAS ACKNOWLEDGEMENT BEFORE ME, the undersigned, personally appeared Rita Garvey, the Mayor-Commissioner of the City of Clearwater, Florida, who executed the foregoing Memorandum of Lease and acknowledged the execution to be her free act and deed for the use and purposes herein set forth, and who is personally known to me. WITNESS my hand and seal this ~ (. day of % ~~.~ ....~ y "tJ.. CAROLYN L. BRINK Q ... COMMISSION It t!>, is EXPIRES MAY 22,1999 ~ ~ RONDED THRlI Of ~\)' AllAlIITlC 80NDINO CO., INC. , 199~ Notary Public Print/type name: STATE OF FLORIDA SS COUNTY OF PINELLAS ACKNOWLEDGMENT BEFORE ME, the undersigned, personally appeared Elizabeth M. Deptula, the City Manager of the City of Clearwater, Florida, who executed the foregoing Memorandum of Lease and acknowledged the execution to be her free act and deed for the use and purposes herein set forth, and who is personally known to me. Notary Public Print/type name: ~~.~-:L ....~v ill/dO CAROLYN l. BRINK Q .... COMMISSION it CC 463040 ~ is EXPIFlES MAY 22,1999 ~ ~ flONDED THRll OF f\J ATLAmle BONDINO co.. INO. . county A: \GTEMOBL2. doc 15 Attached to and made a part of that cert:::r:;:s~A~GREEMENT. dated ~~~~ ~ . 19~ by and between the CITY OF CLEARWATER, FLORIDA ("Landlord"), anVGTE M l.J:net of Tampa Incorporated ("Tenant"). (LEASED PREMISES) LECAL DESCRIPTION: L t!ast! Parcel A parcfJl of land IY""g in tht! SouthfJast 1/-/ of Section 21, TOtt'"ship 28 South, Rangt! '6 Fast, Pint!lIas County. Florida, bt!ing mort! particularly dt!scribfJd os falloW's: Commt!nCfJ at thfJ Northtt'fJst corner of thfJ Southeast '/-1 of Section 21, Township 28 South, Rangt! 16 Fast, Pint!llas County. Florida; th,Mct! on tilt! IYut boundary tht!reof, South 00.09'52" East, 0 distanct! of 866.66 ft!et; thence departing said West boundary. North 70"24'12- East, a d/stancfJ of 78.95 f't!t!t; thence South 6+)1:[)19'44" East, a d/sfanc" of 63.51 fr1fJt, to thtl POINT OF BEGINNING; thence South 89"19'44" Fast, a dlstancfJ of 5().00 {"tlt; tht!nc" South 00..10'76" Wuf, a distancfJ of 65.00 f"et; tht!nce North 89-,9'44" WdSt, a distance of 85.00 ft:tlt; thenct! North OO.~'16" Fast, 0 distanct! of 65.00 ft!1t!1t; thenct! South 89"19'44- Fast, a d/stanct! of 35. 00 ffJfJt, to the POIN T OF BEGINNING; The above describfJd parcel contains 5525.00 square feet, more or It!ss. 16