2015-35 Second Amendment to Communications Site Lease AgreementRESOLUTION NO. 2015-35
A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF
NORTH PALM BEACH, FLORIDA, APPROVING A SECOND AMENDMENT
TO THE COMMUNICATIONS SITE LEASE AGREEMENT (GROUND)
WITH GLOBAL SIGNAL ACQUISITIONS III LLC, ATTORNEY -IN -FACT
FOR STC FIVE LLC, SUCCESSOR IN INTEREST TO SPRINT SPECTRUM L.P.,
TO EXTEND THE TERM, PROVIDE FOR ADDITIONAL COMPENSATION
AND PROVIDE FOR A RIGHT OF FIRST REFUSAL AND AUTHORIZING THE
MAYOR AND VILLAGE CLERK TO EXECUTE THE SECOND AMENDMENT
ON BEHALF OF THE VILLAGE; PROVIDING FOR CONFLICTS; AND
PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, through the adoption of Resolution 63 -99, the Village approved and executed a
Communications Site Lease Agreement (Ground) ( "Lease Agreement ") with Sprint Spectrum, L.P.
for the erection of a telecommunications tower and the installation of related equipment adjacent
to the Village Community Center ( "Site "); and
WHEREAS, through the adoption of Resolution 2010 -26, the Village approved and executed a
First Amendment to the Lease Agreement with Global Signal Acquisitions III LLC ( "Global "),
attorney -in -fact for STC Five, LLC, successor -in- interest to Sprint Spectrum, L.P., to provide for
the collocation of an additional antenna on the existing tower and the installation of additional
equipment on the existing platform; and
WHEREAS, Global has requested the execution of a Second Amendment to the Lease Agreement
to extend the term of the Agreement, provide for additional compensation, and provide a
right -of -first refusal for any offer to purchase fee title, an easement, a lease, a license or any
other interest in the Site; and
WHEREAS, the Village Council .determines that the execution of the Second Amendment to the
Lease Agreement 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 Second Amendment to the
Communications Site Lease Agreement (Ground) with Global Signal Acquisitions III LLC,
attorney -in -fact for STC Five, LLC, successor -in- interest to Sprint Spectrum, L.P., a copy of
which is attached hereto and incorporated herein, and authorizes and directs the Mayor and
Village Clerk to execute the Second Amendment and related Memorandum on behalf of the Village.
Section 3. All resolutions or parts of resolutions in conflict with this Resolution are hereby
repealed to the extent of such conflict.
Page 1 of 2
Section 4. This Resolution shall be effective immediately upon adoption.
PASSED AND ADOPTED THIS 23RD DAY OF APRIL, 2015.
(Village Seal)
ATTEST:
VILLAGE CLE
Page 2 of 2
MAYOR
SECOND AMENDMENT TO COMMUNICATIONS SITE LEASE AGREEMENT
(GROUND)
(BU 878279)
THIS SECOND AMENDMENT TO COMMUNICATIONS SITE LEASE
AG MENT (GROUND) ( "Second Amendment ") is made effective this 36 day of
2015, by and between the VILLAGE OF NORTH PALM BEACH, a Florida
municipU corporation ( "Lessor "), and STC FIVE LLC, a Delaware limited liability company
( "Lessee "), successor in interest to Sprint Spectrum L.P., a Delaware limited partnership
( "SSLP "), by and through Global Signal Acquisitions III LLC, a Delaware limited liability
company, its Attorney -in -Fact.
WHEREAS, Lessor and SSLP entered into a Communications Site Lease Agreement
(Ground) dated November 9, 1999 (as assigned, the "Agreement "), whereby Lessor leased to
SSLP a portion of land being described as a 20 feet by 30 feet (600 square feet) portion of that
property (said leased portion, together with those certain access, utility and /or maintenance
easements and /or rights of way granted in the Agreement being the "Premises ") located at 1200
Prosperity Farms Road (Tax Parcel #68- 43- 42- 08 -00- 000 - 1110), North Palm Beach, Palm Beach
County, State of Florida, and being further described in Book 3442, Page 1431 in the Palm
Beach County Clerk's Office ( "Clerk's Office "). Notice of the Agreement is provided by, and
the Premises is described in that certain Memorandum of Agreement ( "Memorandum ") recorded
in Book 11607, Page 520 in the Clerk's Office; and
WHEREAS, Lessee is the successor in interest to SSLP; and
WHEREAS, Lessor and Lessee entered into that First Amendment to Communications
Site Lease Agreement dated May 14, 2010, for the purpose of collocating antennas on the
existing tower and collocating facilities and equipment on the existing platform; and
WHEREAS, the Premises 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 original term, including all Renewal Terms (as
defined in the Agreement), that will expire on December 14, 2019 ( "Original Term "), and Lessor
and Lessee now desire to amend the terms of the Agreement to provide for additional Renewal
Terms beyond the Original Term, and to make other changes.
NOW THEREFORE, in exchange for the mutual promises contained herein, Lessor and
Lessee agree to amend the Agreement as follows:
1. Any capitalized terms not defined herein shall have the meanings ascribed to them
in the Agreement. The recitals in this Second Amendment are incorporated herein by this
reference.
Site Name: Village of N. Palm Bch Comm C.
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2. Section 4 of the Agreement is amended by replacing "three (3)" with "seven (7) ",
thereby adding four (4) additional five (5) -year Renewal Terms to the Agreement beyond the
Original Term, and extending its total term to December 14, 2039, unless sooner terminated as
provided in the Agreement.
3. As additional consideration for amending the Agreement in accordance with this
Second Amendment, on December 15, 2019, the monthly Rent shall increase one -time by an
amount equal to ten percent (10 %) of the monthly Rent in effect for the immediately preceding
month ( "One -Time Rent Increase ") in addition to the regular percentage Rent increase that is
scheduled to occur pursuant to the Agreement on the same date ( "Regular Rent Escalation "). The
Regular Rent Escalation shall be applied first, and then the One -Time Rent Increase shall be
applied after the Rent is increased pursuant to the Regular Rent Escalation.
4. Section 19(d) of the Agreement is amended by deleting Lessee's notice addresses
and inserting the following:
Lessee: STC Five LLC
c/o Crown Castle USA Inc.
E. Blake Hawk, General Counsel
Attn: Legal -Real Estate Department
2000 Corporate Drive
Canonsburg, Pennsylvania 15317 -8564
5. The Agreement is amended by adding a new Section 20 to the end thereto:
20. Right of First Refusal. If Lessor receives an offer from any person or entity
that owns towers or other wireless telecommunications facilities (or is in the
business of acquiring Lessor's interest in this Agreement) to purchase fee title, an
easement, a lease, a license, or any other interest in the Premises, or Lessor's
interest in this Agreement, or an option for any of the foregoing, Lessor shall
provide written notice to Lessee of said offer, and Lessee shall have a right of first
refusal to acquire such interest on the same terms and conditions in the offer,
excluding any terms or conditions which are (i) not imposed in good faith or (ii)
directly or indirectly designed to defeat or undermine Lessee's possessory or
economic interest in the Premises. Lessor's notice shall include the prospective
buyer's name, the purchase price and /or other consideration being offered, the
other terms and conditions of the offer, the due diligence period, and the proposed
closing date. If the Lessor's notice shall provide for a due diligence period of less
than sixty (60) days, then the due diligence period shall be extended to be sixty
(60) days from exercise of the right of first refusal and closing shall occur no
earlier than fifteen (15) days thereafter. If Lessee does not exercise its right of
first refusal by written notice to Lessor given within thirty (30) days, Lessor may
convey the property as described in the Lessor's notice. If Lessee declines to
exercise its right of first refusal, then this Agreement shall continue in full force
and effect and Lessee's right of first refusal shall survive any such conveyance.
Lessee shall have the right, at its sole discretion, to assign the right of first refusal
Site Name: Village of N. Palm Bch Comm C.
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PPAB 2743219v2
to any parent, affiliate or subsidiary of Lessee or to either Crown Castle Towers
09 LLC or Global Signal Acquisitions IV LLC or any parent, affiliate or
subsidiary of either entity, and such an assignment (x) may either be separate
from an assignment of this Agreement or as part of an assignment of this
Agreement, (y) may occur either prior to or after Lessee's receipt of Lessor's
notice and (z) the assignment shall be effective upon written notice to Lessor.
6. As additional consideration for amending the Agreement in accordance with this
Second Amendment, Lessee agrees to pay to Lessor $10,000.00 within sixty (60) days of full
execution of this Second Amendment by both parties.
7. Representations, Warranties and Covenants of Lessor. Lessor represents,
warrants and covenants to Lessee as follows:
(a) Lessor is duly authorized to and has the full power and authority to enter into this
Second Amendment and to perform all of Lessor's obligations under the Agreement as amended
hereby.
(b) Except as expressly identified in this Second Amendment, Lessor owns the
Premises free and clear of any mortgage, deed of trust, or other lien secured by any legal or
beneficial interest in the Premises, or any right of any individual, entity or governmental
authority arising under an option, right of first refusal, lease, license, easement or other
instrument other than any rights of Lessee arising under the Agreement as amended hereby and
the rights of utility providers under recorded easements.
(c) Upon Lessee's request, Lessor shall discharge and cause to be released (or, if
approved by Lessee, subordinated to Lessee's rights under the Agreement as amended hereby)
any mortgage, deed of trust, lien or other encumbrance that may now or hereafter exist against
the Premises.
(d) Upon Lessee's request, Lessor shall cure any defect in Lessor's title to the
Premises which in the reasonable opinion of Lessee has or may have an adverse effect on
Lessee's use or possession of the Premises.
(e) Lessee is not currently in default under the Agreement, and to Lessor's
knowledge, no event or condition has occurred or presently exists which, with notice or the
passage of time or both, would constitute a default by Lessee under the Agreement.
(f) Lessor agrees to execute and deliver such further documents and provide such
further assurances as may be requested by Lessee to effect any release or cure referred to in this
paragraph, carry out and evidence the full intent and purpose of the parties under the Agreement
as amended hereby, and ensure Lessee's continuous and uninterrupted use, possession and quiet
enjoyment of the Premises under the Agreement as amended hereby.
8. IRS Form W -9. Lessor agrees to provide Lessee with a completed IRS Form W-
9, or its equivalent, upon execution of this Second Amendment and at such other times as may be
reasonably requested by Lessee. In the event the Premises is transferred, the succeeding Lessor
Site Name: Village of N. Palm Bch Comm C.
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shall have a duty at the time of such transfer to provide Lessee with a completed IRS Form W -9,
or its equivalent, and other related paper work to effect a transfer in rent to the new Lessor.
Lessor's failure to provide the IRS Form W -9 within thirty (30) days after Lessee's request shall
be considered a default and Lessee may take any reasonable action necessary to comply with IRS
regulations including, but not limited to, withholding applicable taxes from rent payments.
9. 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 Second Amendment is hereby
amended to be consistent with this Second Amendment. This Second Amendment supersedes
that certain Letter Agreement by and between Lessor and Lessee dated March 2, 2015, and in
case of any conflict or inconsistency between the terms and conditions contained in the Letter
Agreement and the terms and conditions contained in this Second Amendment, the terms and
conditions in this Second Amendment shall control. This instrument may be executed in any
number of counterparts, each of which shall be deemed an original and which together shall
constitute one and the same instrument.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
Site Name: Village of N. Palm Bch Comm C.
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PPAB 2743219v2
IN WITNESS WHEREOF, Lessor and Lessee have signed this instrument under seal,
and have caused this Second Amendment to be duly executed on the day and year first written
above.
LESSOR:
Village of North Palm Beach,
a Florida municipal corporation
By: , (SEAL)
Print Name: �O✓'�2 ,4 ��,dd %¢
Title:
Site Name: Village of N. Palm Bch Comm C.
BU: 878279 - 5 -
PPAB 2743219v2
IN WITNESS WHEREOF, Lessor and Lessee have signed this instrument under seal,
and have caused this Second Amendment to be duly executed on the day and year first written
above.
LESSEE:
STC Five LLC,
a Delaware limited liability company,
By: Global Signal Acquisitions III LLC,
a Delaware limited liability company,
its Attorney -in -Fact
By: (SEAL)
Print Name:
Title:
Helen
ion Manager
Site Name: Village of N. Palm Bch Comm C.
BU: 878279 - 6 -
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Prepared out of State.
Return to:
Crown Castle
1220 Auausta. Suite 500
Houston, Texas 77057
Cross Index with Book 11607, Page 520
Tax Map #: 68- 43- 42 -08 -00 -000 -1110
MEMORANDUM OF SECOND AMENDMENT TO COMMUNICATIONS SITE LEASE
AGREEMENT (GROUND)
THIS MEMORANDUM OF SECOND AMENDMENT TO COMMUNICATIONS
SITE LEASE AGREEMENT (GROUND) ("Amended Memorandum ") is made effective this
__3d day of { 2015, by and between the VILLAGE OF NORTH PALM
BEACH, a Florida m icipal corporation ( "Lessor "), with a mailing address of 501 US Highway
1, North Palm Beach, Florida 33408, and STC Five LLC, a Delaware limited liability company
( "Lessee "), successor in interest to Sprint Spectrum L.P., a Delaware limited partnership
( "SSLP "),by and through Global Signal Acquisitions III LLC, a Delaware limited liability
company, its Attorney -in -Fact, with a mailing address of c/o Crown Castle USA Inc. 2000
Corporate Drive, Canonsburg, Pennsylvania 15317 -8564.
WHEREAS, Lessor and SSLP entered into a Communications Site Lease Agreement
(Ground) dated November 9, 1999 (as assigned, the "Agreement "), whereby Lessor leased to
SSLP a portion of land being described as a 20 feet by 30 feet (600 square feet) portion of that
property (said leased portion, together with those certain access, utility and/or maintenance
easements and /or rights of way granted in the Agreement being the "Premises ") located at 1200
Prosperity Farms Road (Tax Parcel #68- 43- 42 -08 -00 -000- 1110), North Palm Beach, Palm Beach
County, State of Florida, and. being further described in Book 3442, Page 1431 in the Palm
Beach County Clerk's Office ("Clerk's Office "). Notice of the Agreement is provided by, and
the Premises is described in that certain Memorandum of Agreement ( "Memorandum ") recorded
in Book 11607, Page 520 in the Clerk's Office; and
WHEREAS, Lessee is the successor in interest to SSLP; and
Site Name: Village of N. Palm Bch Comm C.
BU: 878279
PPAB 2743219v2
WHEREAS, Lessor and Lessee entered into that First Amendment to Communications
Site Lease Agreement dated May 14, 2010, for the purpose of collocating antennas on the
existing tower and collocating facilities and equipment on the existing platform; and
WHEREAS, the Premises 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 original term, including all Renewal Terms (as
defined in the Agreement), that will expire on December 14, 2019 ( "Original Term "), and Lessor
and Lessee now desire to amend the terms of the Agreement to provide for additional Renewal
Terms beyond the Original Term, and to make other changes; and
WHEREAS, Lessor and Lessee made and entered into a Second Amendment to
Communications Site Lease Agreement (Ground) of even date herewith ( "Second Amendment ")
and pursuant to the terms of, and for that consideration recited in, the Second Amendment, the
parties wish to hereby amend certain provisions of the Agreement, and provide this Amended
Memorandum as notice thereof, as follows:
1. Lessor does hereby lease and grant unto Lessee, its successors and assigns, the
Premises for four (4) additional five (5) year Renewal Terms beyond the Original Term, such
that the Original Term and all Renewal Terms of the Agreement may last for a term of forty (40)
years, expiring on December 14, 2039, unless sooner terminated as provided in the Agreement.
2. The description of the Premises is as provided in that Memorandum of Lease
recorded in the Clerk's Office in Book 11607, Page 520.
3. If Lessor receives an offer from any person or entity that owns towers or other
wireless telecommunications facilities (or is in the business of acquiring Lessor's interest in the
Agreement) to purchase fee title, an easement, a lease, a license, or any other interest in the
Premises, or Lessor's interest in the Agreement, or an option for any of the foregoing, Lessor
shall provide written notice to Lessee of said offer and Lessee shall have a right of first refusal to
acquire such interest on the same terms and conditions in the offer, excluding any terms or
conditions which are (i) not imposed in good faith or (ii) directly or indirectly designed to defeat
or undermine Lessee's possessory or economic interest in the Premises. The details of the right
of first refusal granted to Lessee in the Second Amendment are provided in the Second
Amendment.
4. This Amended Memorandum contains only selected provisions of the Second
Amendment, and reference is made to the full text of the Agreement and the Second Amendment
for their full terms and conditions, which are incorporated herein by this reference. Except as
otherwise provided in the Second Amendment and this Amended Memorandum, the terms and
conditions of the Agreement remain in full force and effect. This instrument may be executed in
any number of counterparts, each of which shall be deemed an original and which together shall
constitute one and the same instrument.
Site Name: Village of N. Palm Bch Comm C.
BU: 878279 2
PPAB 2743219v2
IN WITNESS WHEREOF, Lessor and Lessee have signed this instrument under seal,
and have caused this Amended Memorandum to be duly executed on the day and year first
written above.
Signed, sealed and
'-�u D4 M, Pc e rMah
ame:
STATE OF
SS:
COUNTY OF 1';�111kj &4C11? )
LESSOR:
Village of North Palm Beach
a Florida municipal corporation
By: \�
Print Name:
Title AX
(SEAL)
Chd /"4
The foregoing Memorandum of Second Amendment to Communications Site Lease
Agreement was signed, sealed, delivered, and acknowledged before me this day of
2015, by E�� A - 6 as
IP,Q.f,/02 of the Village of North Palm Beach, a Florida municipal
corporatiorf, for and on behalf of the Village of North Palm Beach, who r'Q is personally known
to me or who [ ] produced a as identification.
(Seal)
Notary Public
Nowy i .
Pvbk • uo a "No Print Name:
• My Comm. Expires Jul 15, l017
• .� Commission N FF 01540
�' .l � Oondd NtGunM A1M.
y m i si n pi es:
Site Name: Village of N. Palm Bch Comm C.
BU: 878279 3
PPAB 2743219v2
IN WITNESS WHEREOF, Lessor and Lessee have signed this instrument under seal,
and have caused this Amended Memorandum to be duly executed on the day and year first
written above.
Signed Sealed and Delivered
in the Presence of
i�— l
Witness
NV'itness"#2
STATE OF Tf (AS )
SS:
COUNTY OF. Mfg s )
LESSEE:
STC Five LLC,
a Delaware limited liability company
By: Global Signal Acquisitions III LLC,
a Delaware limited liability company
its Attorney -in -Fact
By: (SEAL)
Print Nam .
Title: . Helen Smith
-----Reai Estate ransa on Manager
The foregoing Memorandum of Second Amendment to Communications Site Lease
Agreement was signed, sealed, delivered, and acknowledged before me this 3D day of
t i � , 2015, by He'le'n .scorn as
for Global Signal Acquisitions III LLC, a Delaware limited
liability company, a Attorney -in -Fact for SIP Five LLC, a Delaware limited liability company,
for and on behalf of the company, who [ kf is personally known to me or who [ ] produced a
as identification.
(Seal) 4 4-721e A
Notary Public
Print Name:
My Commission Expires:
Site Name: Village of N. Palm Bch Comm C.
BU: 878279 4
PPAB 2743219v2
Jrrr CAROLYN I MOORES
* " MY COMMISSION EXPIRES
August 26, 2017