2012-62 Nextel Lease Termination Agreement & Release RESOLUTION 2012-62
A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF
NORTH PALM BEACH, FLORIDA, APPROVING A LEASE TERNIINATION
AGREEMENT AND GENERAL RELEASE WITH NEXTEL
COMMUNICATIONS AND AUTHORIZING THE VILLAGE MANAGER TO
EXECUTE THE AGREEMENT ON BEHALF OF THE VILLAGE;
AUTHORIZING THE VILLAGE MANAGER TO EXECUTE A SITE
ACCEPTANCE AND RELEASE ONCE ALL DESIGNATED EQUIPMENT IS
REMOVED; PROVIDING FOR CONFLICTS; AND PROVIDING FOR AN
EFFECTIVE DATE.
WHEREAS, through the adoption of Resolution 63-99, the Village Council approved a
Communications Site Lease Agreement Sprint Spectrum, L.P. d/b/a Sprint PCS("Sprint");and
WHEREAS, Nextel South Corp., d/b/a Nextel Communications ("Nextel"), successor in interest to
Sprint, has given the Village notice of its intent to terminate the Lease Agreement effective
November 6,2012;and
WHEREAS, in exchange for removing its equipment and leaving certain infrastructure in place,
Nextel has requested that the Village execute a Lease Termination Agreement and General Release
("Agreement and Release"), whereby all communications facilities not removed by Nextel shall
become the property of the Village, thereby making the site more desirable for another
communications provider;and
WHEREAS, in accordance with the terms of the Agreement and Release, once Nextel removes the
specified equipment and the Village is satisfied that Nextel has properly restored the site to the
condition required by the Lease Agreement, the Village and Nextel will execute a Site Acceptance
and Release;and
WHEREAS, the Village Council determines the execution of the Agreement and.Release is in the
best interests of the Village and its residents.
NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF THE VILLAGE
OF NORTH PALM BEACH, FLORIDA as follows:
Section 1. The foregoing recitals are ratified as true and incorporated herein.
Section 2. The Village Council hereby approves the Lease Termination Agreement and
General Release, a copy of which is attached hereto, and authorizes the Village Manager to
execute the Agreement and Release on behalf of the Village. The Village Council further
authorizes the Village Manager to execute the Site Acceptance and Release, attached to the
Agreement as Exhibit "A" once Nextel removes the specified communications equipment and
• restores the site in accordance with the terms of the Lease Agreement.
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Section 3. All resolutions or parts of resolutions in conflict with this Resolution are hereby
• repealed to the extent of such conflict.
Section 4. This Resolution shall be effective immediately upon adoption.
PASSED AND ADOPTED THIS 25th DAY OF OCTOBE: 1
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Nextel Site#FL2557
LEASE TERMINATION AGREEMENT
AND
GENERAL RELEASE
This LEASE TERMINATION AGREEMENT AND GENERAL RELEASE (the
"Agreement") is made as of October 05, 2012,by andhbetween Nextel South Corp., a Georgia
corporation, d/b/a Nextel Communications with an address of 851 Trafalgar Court, Suite 300E,
Maitland, FL 32751 ("Nextel") and Village of North Palm Beach, a Florida municipal
corporation with an office at 501 U.S. Highway 1,North Palm Beach, FL 33408 ("Owner")with
reference to the following facts,understandings and intentions:
RECITALS
A. Owner owns certain property located at 1200 PROSPERITY FARMS RD.,North
Palm Beach,FL ("Owner's Property"). Nextel; as lessee or tenant(or successor in interest to the
lessee or tenant), and Owner, as lessor or landlord(or successor in interest to the lessor or
landlord), are parties to that Communications Site Lease Agreement(Ground) dated as of
October 25, 1999 (the "Lease")whereby Owner leases to Nextel a portion of Owner's Property,
as further described in the Lease (the "Site").
B. Nextel uses the Site for a communications facility that,pursuant to the Lease, may
include among other things, an antenna tower or pole and foundation, utility lines,transmission
lines, an air conditioned equipment room or shelter and pad, cable wiring, conduit runs, radios
and other electronic equipment,transmitting and receiving antennas and microwave dishes,
batteries and other power sources (possibly including a generator and pad), related fixtures and
supporting equipment, and structures therefore (collectively,the "Communications Facility").
C. By letter dated August 17, 2012, as permitted by the terms of the Lease,Nextel
notified Owner of Nextel's election to terminate the Lease, effective as of November 06, 2012
("Notice"). Owner acknowledges that Nextel's written Notice was properly given and effective.
D. Nextel and Owner are willing to so terminate the Lease,pursuant to the provisions
of this Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants contained herein and
other good and valuable consideration,the receipt and adequacy of which are hereby
acknowledged,the parties agree as follows:
1. Date of Termination; Final Payment.
a. The Lease is hereby canceled and terminated effective at 11:59 p.m. on
November 06, 2012 ("Termination Date"). From and after the Termination Date, neither Owner
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04 iDEN DeComm Lease Termination Agreement 05142012
Nextel Site#FL2557
nor Nextel will have any further rights or obligations under the Lease, and Nextel will have no
further right or interest with respect to the Site.
b. In full and final payment of any and all sums due or owing by Nextel to Owner
under the Lease or otherwise in connection with Owner's Property or the Site,Nextel will make
a final payment of Two Thousand Eight Hundred and Fifty One Dollars and Fifty One cents
($2851.51), in the same time and manner as rent is currently paid by Nextel, constituting Rent
and other charges (if applicable) for the final month of the Lease (from October 07, 2012 through
November 06, 2012) (the "Final Payment").
2. Vacation and Surrender of the Site; Site Acceptance.
a. Owner and Nextel have expressly agreed that, on or before the
Termination Date,Nextel will vacate and surrender the Site to Owner in its current"AS-IS"
condition, except that Nextel will remove from the Site the following (the "Removed
Equipment"):
Remove antennas and mounting hardware
Remove Coax Lines and related hardware
Remove all iDEN radio equipment(base radios, ISCs, rectifiers,AC-DC power
plants,batteries, racks, controller, DC power, and related support hardware).
Nextel will have no further obligation(notwithstanding anything to the contrary contained in the
Lease or otherwise)to remove the Communications Facility (all of which will be deemed
abandoned by Nextel and accepted by Owner) or otherwise repair or restore the Site or any other
portion of Owner's Property.
b. Upon Nextel's vacation of the Site, Owner and Nextel will each execute
duplicate originals of the"Site Acceptance and Release" in the form attached hereto as Exhibit A
("Site Acceptance"). Owner's execution of the Site Acceptance will constitute conclusive
evidence and proof that Nextel has vacated and surrendered the Site to Owner in the condition
required by the Lease and this Agreement, and that any portion of the Communications Facility
(and any other equipment or property)remaining on Owner's Property will be deemed
abandoned by Nextel and accepted by Owner, on the terms set forth therein.
3. Voluntary Agreement. The parties have read this Agreement and the releases
contained herein and, on advice of counsel, have freely and voluntarily entered into this
Agreement with full understanding of its terms.
4. Recitals. The above recitals are an integral and substantive part of this Agreement
and are incorporated herein.
5. Attorneys' Fees. If either party commences an action against the other party
arising out of or in connection with this Agreement, the prevailing party will be entitled to
recover attorneys' fees and expenses from the other.
6. Successors. This Agreement will be binding upon and inure to the benefit of the
parties hereto and their respective heirs, successors and assigns.
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04 iDEN DeComm Lease Termination Agreement 05142012
Nextel Site#FL2557
7. Counterparts. This Agreement may be executed in any number of duplicate
originals or counterparts, each of which will be deemed to be an original, and all of which taken
together will constitute one and the same agreement. The parties agree that their signatures may
be delivered by fax or email.
8. Governing Law. The validity, interpretation, construction and performance of
this Agreement will be controlled by and construed under the laws of the state in which the Site
is located.
IN WITNESS WHEREOF, the parties have executed this Lease Termination Agreement
and General Release as of the date and year first above written.
"OWNER" "NEXTEL"
Village of North Palm Beach, a Florida Nextel South Corp., a Georgia corporation,
municipal corporation with an office at 501 U.S. d/b/a Nextel Communications with an address
Highway 1,North Palm Beach, FL 33408 of 851 Trafalgar Court, Suite 300E,Maitland,
FL 32751
By:. / By:
Name: E. een Name: • - , ► . bon
Titl-• i 11 age Manager Title:
Real Estate Manager
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04 iDEN DeComm Lease Termination Agreement 05142012
Nextel Site#FL2557
Exhibit A
SITE ACCEPTANCE and RELEASE
This SITE ACCEPTANCE and RELEASE is made as of October 05,2012,by and between Nextel South
Corp.,a Georgia corporation,d/b/a Nextel Communications with an address of 851 Trafalgar Court,Suite 300E,
Maitland,FL 32751 ("Nextel")and Village of North Palm Beach,a Florida municipal corporation with an office at
501 U.S.Highway 1,North Palm Beach,FL 33408("Owner")with reference to the following facts,understandings
and intentions:
A. Owner and Nextel are parties to that LEASE TERMINATION AGREEMENT and GENERAL
RELEASE dated October 05,2012(the"Agreement"),that terminated a Lease for a Site on Owner's Property
located at 1200 PROSPERITY FARMS RD.,North Palm Beach,FL(Nextel Site#FL2557),all terms of which are
incorporated herein. Capitalized terms used but not defined herein have the meanings set forth in the Agreement.
B. Nextel used the Site for a communications facility that may have included,among other things,an
antenna tower or pole and foundation,utility lines,transmission lines,an air conditioned equipment room or shelter
and pad,cable wiring,conduit runs,radios and other electronic equipment,transmitting and receiving antennas and
microwave dishes,batteries and other power sources(possibly including a generator and pad),related fixtures and
supporting equipment,and structures therefore(collectively,the"Communications Facility").
C. Nextel removed some or all of the Communications Facility,and restored the Site and Owner's
Property to the condition required by the Lease and the Agreement,and Nextel vacated and surrendered the Site to
Owner. The parties now desire to execute this Site Acceptance and Release,pursuant to the Agreement.
NOW,THEREFORE,in consideration of the foregoing,the provisions set forth below,and other good and
valuable consideration,the receipt and adequacy of which are hereby acknowledged,Owner hereby acknowledges
that Nextel has restored the Site and Owner's Property to the condition required by the Lease and the Agreement,
and Nextel vacated and surrendered the Site to Owner on or before the Termination Date as required by the
Agreement. Owner acknowledges that any portion of the Communications Facility(and any other equipment or
property)remaining on Owner's Property shall be deemed abandoned by Nextel(collectively,the"Abandoned
Property"),and Owner accepts any such Abandoned Property in its present condition"AS-IS","WHERE-IS"and
"WITH ALL FAULTS",and without any representations,warranties,promises,covenants or guaranties whatsoever,
express,implied,oral,written,statutory or otherwise (including,without limitation,no warranties of
merchantability,marketability,profitability,fitness for a particular purpose or conformity to models or materials),
and Owner fully and forever releases Nextel and the Released Parties from all Claims and any and all liability
whatsoever in connection therewith,and agrees to indemnify,defend and hold Nextel and the Released Parties
harmless from and against all Claims and any and all losses,costs,liabilities,damages,claims,actions and causes of
action(including attorneys' fees and court costs)arising out of or relating in any way to any such Abandoned
Property.
Executed on ,2012
"OWNER" "NEXTEL"
Village of North Palm Beach, a Florida Nextel South Corp., a Georgia corporation,
municipal corporation with an office at 501 d/b/a Nextel Communications with an address
U.S. Highway 1,North Palm Beach,FL 33408 of 851 Trafalgar Court, Suite 300E,Maitland,
FL 32751
By: By:
Name: Name:
Title: Title:
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04 DEN DeComm Lease Termination Agreement 05142012