FIRST AMENDMENT TO PCS SITE AGREEMENT W I T N E S S E T H:

Size: px

Start display at page:

Download "FIRST AMENDMENT TO PCS SITE AGREEMENT W I T N E S S E T H:"

Luke Hicks
6 years ago
Views:

1 STATE OF TENNESSEE ) COUNTY OF WILSON ) FIRST AMENDMENT TO PCS SITE AGREEMENT THIS FIRST AMENDMENT TO PCS SITE AGREEMENT (the Amendment ) is made and entered effective as of the day of, 20, by and between CITY OF MT. JULIET (having a mailing address of Post Office Box 256, Mt. Juliet, Tennessee 37122) ( Lessor ), and STC FIVE LLC, a Delaware limited liability company, as successor by assignment to Sprit Spectrum L.P., a Delaware limited partnership (having a mailing address of Sprint Contracts and Performance, Mailstop KSOPHT0101-Z2650, 6391 Sprint Parkway, Overland Park, Kansas , Attention: Marion S. Crable, Manager) ( Tenant ). W I T N E S S E T H: WHEREAS, Lessor and Tenant entered into that certain PCS Site Agreement last dated July 19, 1996 (the Agreement ), covering certain real property, together with an easement for ingress, egress and utilities thereto, being more particularly described in Exhibit A attached hereto (the Site ), a memorandum of which Agreement was filed for record on August 9, 1996 in Deed Book 674, Page 727 in the Register s Office of Wilson County, Tennessee (the MOL ); 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 original term (including all extension terms) that will terminate on July 31, 2021 (the Original Term ) and the parties desire to amend the Agreement to extend the Original Term and as otherwise set forth herein. NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: 1. AMENDMENTS. The Agreement is hereby amended as follows: (a) Additional Renewal Terms. The second sentence of Section 2 of the Agreement is hereby deleted in its entirety and the following is substituted in lieu thereof: This Agreement will be automatically renewed for nine (9) additional terms (each a Renewal Term ) of five (5) years each, unless Tenant provides Lessor notice of intention not to renew not less than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term.

2 If all such options to extend are exercised, then the final expiration of the Agreement shall occur on July 31, (b) for Tenant: Notice. The Agreement is hereby amended to reflect the following notice address Sprint Contracts and Performance Mailstop KSOPHT0101-Z Sprint Parkway Overland Park, Kansas Attention: Marion S. Crable, Manager and to: Crown Castle USA Inc. E. Blake Hawk, General Counsel Attention: Legal Department 2000 Corporate Drive Canonsburg, Pennsylvania (c) Definitions. Any reference to Sprint Spectrum or SSLP in the Agreement shall be deemed to refer to Tenant, and any reference to Owner in the Agreement shall be deemed to refer to Lessor herein. (d) Co-Location of City Police. Lessor may collocate city police department wireless transmission equipment at any open level on the tower located on the Site (together with required ground space) for no consideration; provided, however, that Lessor shall execute Tenant s standard license agreement and Lessor be responsible for all costs of installation. (e) Revenue Share. Tenant shall continue to be obligated to pay revenue share payments in accordance with those certain Consent to Co-Location and Sublease Agreements dated August 5, 1997 and July 23, 1998, respectively, by and between Tenant and Lessor. (f) Indemnity. Section 13 of the Agreement is herby amended by deleting said Section in its entirety and substituting the following in lieu thereof: 13. Indemnity. Lessor, only to the extent permitted by law, and Tenant each indemnifies the other against and holds the other harmless from any and all costs (including reasonable attorney s fees) and claims of liability or loss which arise out of the use and/or occupancy of the Site by the Indemnifying party. To the extent permitted by law, this indemnity does not apply to any claims arising from the sole negligence or intentional misconduct of the indemnified party. 2

3 2. SIGNING BONUS. As additional consideration for the execution of this Amendment, Tenant shall pay to Lessor the sum of Ten Thousand and No/100 Dollars ($10,000.00) within sixty (60) days following the final execution of this Amendment by Tenant. 3. MISCELLANEOUS. (a) Full Force and Effect. All of the terms, provisions, covenants and agreements contained in the Agreement are hereby incorporated herein by reference in the same manner and to the same extent as if all such terms, provisions, covenants and agreements were fully set forth herein. Lessor and Tenant ratify, confirm and adopt the Agreement as of the date hereof and acknowledge that there are no defaults under the Agreement or events or circumstances which, with the giving of notice or passage of time or both, would ripen into events of default. Except as otherwise expressly amended herein, all the terms and conditions of the Agreement shall remain and continue in full force and effect. In case of any inconsistency between the Agreement or the MOL and this Amendment, the terms and conditions of this Amendment shall govern and control. (b) Binding Effect. This Amendment shall be binding upon the heirs, legal representatives, successors and assigns of the parties. The parties shall execute and deliver such further and additional instruments, agreements and other documents as may be necessary to evidence or carry out the provisions of this Amendment. (c) IRS Form W-9. Lessor agrees to provide Tenant with a completed IRS Form W- 9, or its equivalent, upon execution of this Agreement and at such other times as may be reasonably requested by Tenant. In the event the Site is transferred, the succeeding Lessor shall have a duty at the time of such transfer to provide Tenant with a completed Change of Ownership Form as provided by Tenant and 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 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. (d) Representations and Warranties. Lessor represents and warrants that Lessor is duly authorized to and has the full right, power and authority to enter into this Amendment and to perform all of Lessor s obligations under the Agreement, as amended. (e) Entire Agreement. This Amendment supersedes all agreements previously made between the parties relating to its subject matter. (f) Counterparts. This Amendment may be executed in two (2) or more counterparts and by facsimile, each of which shall be deemed an original, but all of which together shall constitute but one and the same instrument. [Signatures appear on the following pages.] 3

4 IN WITNESS WHEREOF, the parties have executed this First Amendment to PCS Site Agreement effective as of the day and year first written above. LESSOR: CITY OF MT. JULIET By: Name: Its: (SEAL) STATE OF TENNESSEE COUNTY OF Before me,, a Notary Public in and for said State and County aforesaid, duly commissioned and qualified, personally appeared, with whom I am personally acquainted (or proved to me on the basis of satisfactory evidence), and who, upon oath, acknowledged himself/herself to be the of CITY OF MT. JULIET, a, the within-named bargainor, and that he/she, as such, being duly authorized so to do, executed the foregoing First Amendment to PCS Site Agreement for the purposes therein contained by signing the name of the by himself/herself as such officer. WITNESS my hand and seal at office on this the day of, 20. My Commission Expires: Notary Public 4

5 TENANT: STC FIVE, LLC, a Delaware limited liability company By: Global Signal Acquisitions II LLC, a Delaware limited liability company Its: Attorney in Fact By: Name: Its: (SEAL) STATE OF COUNTY OF Before me,, a Notary Public in and for said State and County aforesaid, duly commissioned and qualified, personally appeared, with whom I am personally acquainted (or proved to me on the basis of satisfactory evidence), and who, upon oath, acknowledged himself/herself to be the of GLOBAL SIGNAL ACQUISITIONS II LLC, a Delaware limited liability company, as Attorney in Fact of STC FIVE LLC, a Delaware limited liability company, the within-named bargainor, and that he/she, as such, being duly authorized so to do, executed the foregoing First Amendment to PCS Site Agreement for the purposes therein contained by signing the name of the limited liability company by himself/herself as such officer. WITNESS my hand and seal at office on this the day of, 20. My Commission Expires: Notary Public 5

6 EXHIBIT A A-1

ORDINANCE NO

ORDINANCE NO. 3140-19 AN ORDINANCE OF THE CITY OF WINTER PARK, FLORIDA, AUTHORIZING THE LEASE OF CITY-OWNED PROPERTY LOCATED AT 2525 CADY WAY PURSUANT TO THE TOWER LEASE WITH OPTION AS AMENDED BY THE FIRST