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Res 2019-111 First Amendment to Communications Site Lease AgreementRESOLUTION NO. 2019-111 A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF NORTH PALM BEACH, FLORIDA, APPROVING A FIRST AMENDMENT TO THE COMMUNICATIONS SITE LEASE AGREEMENT WITH NEW CINGULAR WIRELESS, PCS, LLC, AS SUCCESSOR IN INTEREST TO AT&T WIRELESS SERVICES OF FLORIDA, INC. AND AUTHORIZING THE MAYOR AND VILLAGE CLERK TO EXECUTE SAME; PROVIDING FOR CONFLICTS; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, through the adoption of Resolution 19-2000 on March 9, 2000, the Village Council approved the execution of a Communications Site Lease Agreement (Ground) with AT&T Wireless Services of Florida, Inc. for the erection of a telecommunications tower and the installation of related equipment at the Community Center; and WHEREAS, the Agreement will expire on July 10, 2020, and the Village received a request from New Cingular Wireless PCS, LLC, as successor in interest to AT&T Wireless Services to amend the Lease Agreement to, among other things, extend the term of the Agreement and adjust the monthly rent; and WHEREAS, the Village Council determines that the adoption of this Resolution is in the best interests of the residents and citizen of the Village of North Palm Beach. 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 First Amendment to the Communications Site Lease Agreement (Ground) with New Cingular Wireless PCS, LLC, as successor in interest to AT&T Wireless Services of Florida, Inc., a copy of which is attached hereto and incorporated herein, and authorizes the Mayor and Village Clerk to execute the First Amendment 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 All resolutions or parts of resolutions in conflict with this Resolution are hereby repealed to the extent of such conflict. Section 4. This Resolution shall be effective immediately upon adoption. PASSED AND ADOPTED THIS 26TH DAY OF SEPTEMBER, 2019. (Village Seal) MAYOR ATTEST: VILLAGE CLERK Prepared by and When Recorded Return to: Black Dot Wireless 2 72 71 Las Rarnblas, Suite 300 Mission Viejo, CA 92691 Re: Cell Site # WP111; Cell Site Name: PBG FIRETREE (FL) Fixed Asset Number: 10070215 State: Florida County: Palm Beach MEMORANDUM OF LEASE This Memorandum of Lease is entered into on this � day of 2019, by and between Village of North Palm Beach, a Florida municipal corporation, having a mailing address at 501 US Highway 1, North Palm Beach, FL 33408 (hereinafter referred to as "Lessor") and New Cingular Wireless PCS, LLC, a Delaware limited liability company, having a mailing address of 1025 Lenox Park Blvd NE, 3rd Floor, Atlanta, GA 30319 (hereinafter referred to as "Lessee"). 1. Lessor and Lessee (or its respective predecessor) entered into a Communications Site Lease Agreement dated March 9, 2000, as amended by that certain First Amendment to Communications Site Lease Agreement dated , 2019 (hereinafter, collectively the "Agreement") for the purpose of installing, operating and maintaining a communications facility and other improvements at Lessor's real property located in the City of North Palm Beach, County of Palm Beach, commonly known as 1200 Prosperity Farms Road, North Palin Beach, FL 33410. All of the foregoing are set forth in the Agreement. 2. The Agreement commenced and has been in effect since July 11, 2000 and the parties agree to continue the Agreement, commencing on July 1, 2020, with four (5) successive five (5) year Additional Extension Terms, unless Lessee notifies Lessor in writing of Lessee's intention not to renew the Agreement at least sixty (60) days prior to the expiration of the then current Additional Extension Term. 3. The portion of the land being leased to Lessee (the "premises") is described in Exhibit 1 annexed hereto. 4. This Memorandum of Lease is not intended to amend or modify, and shall not be deeined or construed as amending or modifying, any of the terms, conditions or provisions of the Agreement, all of which are hereby ratified and affirmed. In the event of a conflict between the provisions of this Memorandum of Lease and the provisions of the Agreement, the provisions of the Agreement shall control. The Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, successors, and assigns, subject to the provisions of the Agreement. IN WITNESS WHEREOF, the parties have executed this Memorandum of Lease as of the day and year first above written. WITNESSES: P t Name: Print Name: � S\N rPU Prin Name: Kath Porter Print Name: Yasmarie Nevares "LESSOR" Village of North Pahn Beach, a Florida municipal corporation By: 42��6� (:?- C"," Print Name: l v Its: Date: -1 -- i "LESSEE" New Cingular Wireless PCS, LLC, a Delaware limited liability company By: AT&T Mobility Corporation Its: Manager By: Pr111 Y ,+ Its: Date: x12-71 )Le fq LESSOR ACKNOWLEDGEMENT STATE OF \ ��) SS. COUNTY OF at I know or have satisfactory evidence that ���� is I certify that ry the person who appeared before me, and said person acknowledged that said person signed tTlis instrument, on oath st ted that said person was authorize to exec the in ru e t and ac wledged it as the `� of U'� �' i��"(�n`c- , to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. DATED: Off— J�� \ i '-�g Nt '�°�+��� TAMMY HELD Notary Public - State of Florida `o ' Commission # GG 272898 of My Comm. Expires Dec 4, 2022 Bonded through National Wim —Notary Assn. (%42,ature of Not (Legibly Print or tamp Name of Not Notary Public in and for the State of ��� My appointment expires: ��' �� STATE OF COUNTY LESSEE ACKNOWLEDGEMENT SS. certify that I know or have satisfactory evidence that is the person who appeared before me, and said person acknowledged that he signed this instrument, onoth stated th e was authorized to execute the instrument and acknowledged it as the ef&X � ✓ /"� , �.� " of AT&T Mobility Corporation, the Manager of New Cingular Wireless PCS, LLC, to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. DATED: 2-1 ,(�/r / Notary Seal R Notary Public State of FloridaKathy A Porter19 My Commission GG 294555 Expires 03/04/Z023 f,1 � C� (Signa e of ota ) :, Kati Porter (Legibly Print or Stamp Name of Notary) Notary Public in and for the State of My appointment expires: Exhibit 1 to Memorandum of Lease Premises The premises is located on a portion of the property described and/or depicted as follows: A PARCEL OF LAND IN THE NOFITIIEAST CAJARTER OF SECTION 8, TOWNSHIP 42 SOUTH, FLANGE 43 EAST, PALAI BEACH COUNTY, FLORIDA. BEING MdRE i M71CUL.AALY OESCRIIIED AS FOLLOWS; COMMENCING AT THE SOUTHKST CORNER OF SAID NORTHEAV QUARTER; 7`HENCE S0ilTT1 89'46'53 EAST ALONG THE SOUTH LINE OF SAID NORTHEAST QUARTER, (THE SOUTH LINE OF SAID QUARTER IS ASSUMED TO BEAR SOUTH 89'4653' EASTJAND ALL OTHER BEARINGS ARE RELATIVE THERETO), A DISTANCE OF 105,04 FEET TO A POINT ON THE EAST RICHT OF WAY UNE OF PROSPERITY FARMS ROAD; , fiiENCE HORTH 0035'37' EAST ALONG SAID EAST FLIGHT OF WAY UNE, A DISTA14CE Cf 729.74 FEET TO THE POINT OF BEGINNING OF HEREINAFTER DESCRIBED PARCEL.; T14ENCE CONT1KUE NORTH 00-35'37- EAST ALONG SAIL? EAST RIGHT OF WAY LINE. A' DISTANCE OF 584.55 FEET TO A PCXNTON A UNE 20,00 FEET SOUTH OF. WIIEN MEASURED AT RIC#1T ANGLES TO AND PARALLEL WITI1 THE NOnTN UNE OF T14E SOUTHWEST QUARTER OF 'PIE NORTHEAST QUARTER OF SAID SECTION 8, THENCE SOUTH 89758'27' EAST ALONG SAID PARALLEL UNE. A DISTANCE OF 876.51 FEET TO A POINT; THENCE SOUTH 2512'15' KST PARALLEL TO 714E WEST RIGHT OF WAY UNE OF THE NORTH PALM BEACH WATERWAY AS SHOWN ON THE PIAT OF GOLF COURSE ADDITION NO. 2. %4LLIAGE OF NORTH PALM BEACH AS RECORDED IN PLAT 9OOK28, PAGE 67, PUBLIC RECORDS OF P" DEACII COUNTY; FLORIDA, A DISTANCE OF 451.51 FEET TO A POINT ON PIE EASTERLY PROLOtICATIOH OG THE NORTH RIGHT OF WAY UNE OF BURNS ROAD, AS ' OESGRIBED IN OFFICIAL, RECORD BOOK 1241, PAGES 259, AND 260, PUBUC RECORDS OF PALM BEACH COUNM FLORIDA. - THENCE NORTIi 892423" WEST ALONG SAID PROLONGATION, A DISTANCE OF 604.83 FEET TO A PO(HT ON SAID EAST RIGHT Or WAY UNE OF PnospmrY FAAus no,w AHo THE P041 T OF BEGINNING; SUBJECT TO AN EASEMENT FOR BIKE RIDING PURPOSE'S OVER AND ACROSS THE WEST 10.100 FEET TIIEREOF. CONTAINING IN ALL 10,O ACTIES. MORE OR LESS. Cell Site No. WP111 Cell Site Name: PBG FIRETREE Fixed Asset No. 10070215 Market: South Florida Address: 1200 Prosperity Farms Road, North Palm Beach, FL 33410 FIRST AMENDMENT TO COMMUNICATIONS SITE LEASE AGREEMENT THIS FIRST AMENDMENT TO COMMUNICATIONS SITE LEASE AGREEMENT ("First Amendment"), dated as of the latter of the signature dates below (the "Effective Date"), is by and between Village of North Palm Beach, a Florida municipal corporation, having a mailing address of 501 US Highway 1, North Palm Beach, FL 33408 (hereinafter referred to as "Lessor"), and New Cingular Wireless PCS, LLC, a Delaware limited liability company, successor to AT&T WIRELESS SERVICES OF FLORIDA, INC., having a mailing address of 1025 Lenox Park Blvd NE, Yd floor, Atlanta, GA 30319 (hereinafter referred to as "Lessee"). WHEREAS, Lessor and Lessee (or its respective predecessor) entered into a Communications Site Lease Agreement dated March 9, 2000, (hereinafter, referred to as the "Agreement"), whereby Lessor leased to Lessee certain Premises, therein described, that are a portion of the Property located at 1200 Prosperity Farms Road, North Palm Beach, FL 33410; and WHEREAS, the term of the Agreement will expire on July 10, 2020, and the parties mutually desire to renew the Agreement, memorialize such renewal period and modify the Agreement in certain other respects, all on the terms and conditions contained herein; and WHEREAS, Lessor and Lessee desire to amend the Agreement to extend the term of the Agreement; and WHEREAS, Lessor and Lessee desire to amend the Agreement to adjust the Rent in conjunction with the modifications to the Agreement contained herein; and WHEREAS, Lessor and Lessee desire to amend the Agreement to modify the notice section thereof; and WHEREAS, Lessor and Lessee desire to amend the Agreement to permit Lessee to add, modify and/or replace equipment in order to be in compliance with any current or future federal, state or local mandated application, including but not limited to emergency 911 communication services subject to the terms set forth below; and WHEREAS, Lessor and Lessee desire to amend the Agreement to clarify scope of Lessee's permitted use of the Premises; and WHEREAS, Lessor and Lessee, in their mutual interest, wish to amend the Agreement as set forth below accordingly. NOW THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Lessor and Lessee agree that the recitals set forth above are incorporated herein as if set forth in their entirety and further agree as follows: 1. Extension of Term. The Term of the Agreement shall be amended to provide that the current term, which conunenced on July 11, 2015, shall expire on July 10, 2020 ("Current Term"% and commencing on July 11, 2020, will be automatically renewed, upon the same ten -ns and Cell Site No. wP111 Cell Site Name: PBG FIRETREE Fixed Asset No. 10070215 Market: South Florida Address: 1200 Prosperity Farms Road, North Palm Beach, FL 33410 conditions of the Agreement, for four (4) additional sixty (60) month terms (each an "Extension Term"). Hereafter, "Term" shall include the Current Term and any applicable Extension Term. The Terms will automatically renew without further action by Tenant, unless Tenant notifies Landlord in writing of Tenant's intention not to renew the Agreement at least sixty (60) days prior to the expiration of the Current Term or any Extension Term. Landlord agrees and acknowledges that, except as such permitted use or other rights may be amended herein, Tenant may continue to use and exercise its rights under the Agreement as permitted prior to the fust Extension Term. 2. Rent. Commencing on July 11, 2020, the current Rent payable under the Agreement shall be Three Thousand Six Hundred Twelve and 23/100 Dollars ($3,612.23) per month and shall continue during the Term, subject to adjustment as provided herein. 3. Future Rent Increase / Extension Term Increase. The Agreement is amended to provide that commencing on July 11, 2025, Rent shall increase by fifteen percent (15.0%) and at the beginning of each Extension Term thereafter, as applicable. 4.. Permitted Use. Provided that such improvements do not substantially change the physical dimensions of the Tower or the Premises and Lessee obtains all required building permits for such improvements from Lessor, Lessee, its personnel, invitees, contractors, agents, sublessees, or its authorized sublessees, or assigns may use the Premises, at no additional cost or expense, for the transmission and reception of any and all communications signals and to modify, supplement, replace, upgrade, expand, including but not limited to the number and type(s) of antennas, or refurbish the equipment and/or improvements thereon, or relocate the same within the Premises at any time during the term of this Agreement for any reason, or in order to be in compliance with any current or future federal, state or local mandated application, including but not limited to emergency 911 communication services or for any other reason. Lessor shall reasonably cooperate in obtaining governmental and other use permits or approvals necessary or desirable for the foregoing permitted use. If Lessor does not comply with the terms of this section, in addition to any other rights it may have at law or equity, Lessee may terminate this Agreement and shall have no further liability to Lessor. 5. Right of First Refusal. Notwithstanding any other provisions contained in the Agreement, if at any time after the Effective Date, Lessor receives a bona fide written offer from a third party seeking any sale, conveyance, assignment or transfer, whether in whole or in part', of any property interest in or related to the Premises, including without limitation any offer seeking an assignment or transfer of the Rent payments associated with this Agreement or an offer to purchase an easement with respect to the Premises ("Offer"), Lessor shall immediately furnish Lessee with a copy of the Offer. Lessee shall have the right within ninety (90) days after it receives such copy to match the financial terms of the Offer and agree in writing to match such terms of the Offer. Such writing shall be in the form of a contract substantially similar to the Offer, but Lessee may assign its rights to a thud party. If Lessee chooses not to exercise this right or fails to provide written notice to Lessor within the ninety (90) day period, Lessor may sell, convey, assign or transfer such property interest in or related to the Premises pursuant to the Offer, subject to the terms of this Agreement. If Lessor attempts to sell, convey, assign or transfer such property interest in or related to the Premises without complying with this Section 6, the sale, conveyance, assignment or transfer shall be void. Lessee shall not be responsible for any failure to make payments under this Agreement and reserves the right to hold payments due under this Agreement until Lessor complies with this Section 5. Lessee's failure to exercise the right of first refusal shall not be deemed a waiver of the rights contained in this Section 5 with respect to any future proposed conveyances as described herein. Cell Site No. WP111 Cell Site Name: PBG FIRETREE Fixed Asset No. 10070215 Market: South Florida Address: 1200 Prosperity Farms Road, North Palm Beach, FL 33410 6. Acknowledgement. Lessor acknowledges that: 1) this First Amendment is entered into of the Lessor's free will and volition; 2) Lessor has read and understands this First Amendment and the underlying Agreement and, prior to execution of the First Amendment, was flee to consult with counsel of its choosing regarding Lessor's decision to enter into this First Amendment and to have counsel review the terms and conditions of the First Amendment; 3) Lessor has been advised and is informed that should Lessor not enter into this First Amendment, the underlying Agreement between Lessor and Lessee, including any termination or non -renewal provision therein, would remain in full force and effect. 7. Notices. Paragraph 19 (d) of the Agreement is hereby deleted in its entirety and replaced with the following: NOTICES. All notices, requests, demands and communications hereunder will be given by first class certified or registered mail, return receipt requested, or by a nationally recognized overnight courier, postage prepaid, to be effective when properly sent and received, refused or returned undelivered. Notices will be addressed to the parties as follows: If to Lessee: New Cingular Wireless PCS, LLC c/o: AT&T Network Real Estate Administration Cell Site No.: WP111; Cell Site Name: PBG FIRETREE (FL) Fixed Asset No.: 10070215 1025 Lenox Park Blvd NE 31d Floor Atlanta, GA 30319 With a required copy of the notice sent to: New Cingular Wireless PCS, LLC Attn: AT&T Legal Department Cell Site No.: WP111; Cell Site Name: PBG FIRETREE (FL) Fixed Asset No.: 10070215 208 South Akard Street Dallas, TX 75202-4206 As to Lessor: Village of North Palm Beach 501 US Highway 1 North Palm Beach, FL 3 340 8 Attn: Village Manager With a required copy of the sent to: Leonard G. Rubin, Esq. Leonard G. Rubin, P.A. 701 Northpoint Parkway, Suite 209 Cell Site No. N VP111 Cell Site Name: PBG FIRETREE Fixed Asset No. 10070215 Market: South Florida Address: 1200 Prosperity Farms Road, North Palm Beach, FL 33410 West Palm Beach, FL 33407 Either party Hereto may change the place for the giving of notice to it by thirty (30) days prior written notice to the other as provided herein. 8. Charges. All charges payable under the Agreement such as utilities and taxes shall be billed by Lessor within one (1) year from the end of the calendar year in which the charges were incurred; any charges beyond such period shall not be billed by Lessor, and shall not be payable by Lessee. The foregoing shall not apply to monthly Rent which is due and payable without a requirement that it be billed by Lessor. The provisions of this subsection shall survive the termination or expiration of the Agreement. 9. Other Terms and Conditions Remain. In the event of any inconsistencies between the Agreement and this First Amendment, the terms of this First Amendment shall control. Except as expressly set forth.in this First Amendment, the Agreement otherwise is unmodified and remains h1 full force and effect. Each reference in the Agreement to itself shall be deemed also to refer to this First Amendment. 10. Capitalized Terms. All capitalized terms used but not defined herein shall have the same meanings as defined in the Agreement. [SIGNATURES APPEAR ON THE NEXT PAGE] Cell Site No. IVP111 Cell Site Name: PBG FIRETREE Fixed Asset No. 10070215 Market: South Florida Address: 1200 Prosperity Farms Road, North Palm Beach, FL 33410 IN WITNESS WHEREOF, the parties hereto have respectively executed this First Amendment effective as of the date of the last party to sign. LANDLORD: VILLAGE OF NORTH PALM BEACH, a Florida municipal corporation By: a6L�- . Printed Name: PI -81z"1 l_ C— ,( V6 fZ E Title: h / 0 fz Date: 1 b -- I — 2,e7 i? q Attest: By: =n22� I- Voge Clerk Witness: Printed Name: 1D K pu CkJ-j ! f- -Date: L.0 I f C Witness: Q�!� �P-A Printed Name: TOIJWNIJ-11� Date: � t�, ~ �— , l TENANT: New Cingular Wireless PCS, LLC, A Delaware limited liability company By: AT&T Mobility Corporation Its: Manager 11 Prinfe�Name: jF--- ffi%e,41 Title:&,.a ve Date:0�4,C,7 Witness: rx/ Katby Potter Printed Name: Date: F- 21/14 [ACKNOWLEDGMENTS APPEAR ON THE NEXT PAGE] Witness:�i'.,.,l� Printed Name: Yasmarie Nevarez Date: [ACKNOWLEDGMENTS APPEAR ON THE NEXT PAGE] Cell Site No. IVP111 Cell Site Name: PBG FIRETREE Fixed Asset No. 10070215 Market: South Florida Address: 1200 Prosperity Farms Road, North Palm Beach, FL 33410 LESSOR ACKNOWLEDGMENT STATE OF f`, � ) ,p\ (�-� SS. COUNTY OF 1 '�`�ti'"— `e' I certify that I know or have satisfactory evidence that �' `� 0' •�is the person who appeared before me, and said person acknowledged that said person signed this instrument, on oath stated that said person was authorized to execute the instrument and acknowledged it as theof VILLAGE OF NORTH PALM BEACH, to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. DATED: Notary Seal � P& TAMMY HELD �•�n; Notary Public - Stateof Florida Commission # GG 272898 � of r`°` My Comm. Expires Dec 4, 2022 Bonded through National Notary Assn. Signature of Nota A (Legibly Print or tamp Name of Notary) Notary Public in and for the State of My appointment expires: Cell Site No. WP111 Cell Site Name: PBG FIRETREE Fused Asset No. 10070215 Market: South Florida Address: 1200 Prosperity Farms Road, North Palm Beach, FL 33410 LESSEE ACKNOWLEDGMENT STATE OF SS. COUNTY OF`'j�l ) I certify th t I know or have satisfactory evidence that /�C-`(> �fV is the person who appeared before mc, and said person acknowledged that he signed this instrument, on oath stated that he was authorized to execute the instrument and acknowledged it as the,,, l,(��i,/,.�� of AT&T Mobility Corporation, the Manager of New Cingular Wireless PCS, LLC, to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. DATED: I Notary Seal Notary Public State of Florida �' Kathy A Porter - My Commission GG 294555 stir df Expires 03104!2023 c: a .4 (Signa�Areo /h ��iV Porter (Legibly Print or Stamp Name of Notary) Notary Public in and for the State of My appointment expires: