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HomeMy WebLinkAboutSprint Lease 09-26-2005global s gnal Meeting needs. Exceeding expectations. www.§signaLcom September 26, 2005 JEFFERSONVILLE, CITY OF CITY BUILDING 501 E COURT AVE JEFFERSONVILLE, IN 47130 CERTIFIED MAIL- RETURN RECEIPT REQUESTED Re.' Agreement Regarding Ground Lease by and between yourself, as Landlord, and Sprint (or its aff'ffiates) Tower Site Name: LV03XC021 Dear JEFFERSONVILLE, CITY OF: Enclosed with this letter is a fully executed copy of the Agreemem Regarding Ground Lease (hereinafter "Agreement") signed by you as Landlord with regard to the sublease by Global Signal, or its affiliates, of the tower facility owned by Sprint, or its affiliates referenced above. Pursuant to the specific provisions of the Agreement, please update your records to reflect that the notice address for the Leasehold Lender has changed and all future notices with respect to the Agreement should be sent as follows: Global Signal Acquisition II LLC 301 North Cattlemen Road Suite 300 Sarasota, FL 34232 With a copy to: Morgan Stanley Asset Funding, Inc., as Collateral Agent 1221 Avenue of the Americas 27th Floor New York, NY, 10020 Very truly yours, Keith Dmcker, Vice President, Corporate Development Global Signal Enclosures Corporate Office 301 North Cattlemen Road Sarasota, FL 34232 T 941.364.8886 F 941.364.8761 LV03XC021 Recording requestedby and when recorded return to: Global Signal Inc. 301 North Cattleman Road Suite 300 Sarasota, FL 34232 Attn: General Counsel AGREEMENT REGARDiNG GROUND LEASE ~ I, THIS AGREEMENT REGARDiNG GR,O,,UND L~,ASE (this "Agreement")is made as of ~l[&2~, 2005, between the party identified as Landlord on the signature page,, hereof and SPRINT ~PECTRUM REALTY COMPANY, L.P., a Delaware hm~ted partnersinp ( Tenan ). RECITALS: A. Landlord and Tenant are now parties to that certain PCS SITE AGREEMENT dated April 15, 1996, a copy of which is annexed hereto as Exhibit A (the "Lease"), covering certain real property more particularly described on Exhibit A attached hereto (the "Property"); B. Pursuant to an agreement dated February 14, 2005 by and among Tenant; certain subsidiaries of Tenant and Global Signal, Inc., the Lease and the property related thereto (the "Premises") will be assigned to an affiliate of Tenant ("Tenant Affiliate"); and, after such assignment, the references to Tenant herein shall apply to Tenant Affiliate; C. Pursuant to a sublease (the "Sublease"), Tenant Affiliate will sublease its entire interest in the Lease to an affiliate of Global Signal ("Subtenant") in exchange for certain prepaid consideration and Subtenant will then leaseback to Tenant (and/or one or more of its affiliates) the portion of the leased premises on which Tenant's telecommunications equipment is currently located in exchange for certain ongoing payments (collectively, the "Lease and Lease Back Transactions"); D. Certain lenders (each, together with their successors and assigns, a "Lender") may make a loan to Subtenant or certain of its affiliates secured by a mortgage or other security instrument encumbering Subtenant's interest in the Sublease; and For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: IqAMBURG PIKE (LV03XC021) (3234-tN) DEPARTMENT OF LAW LESLIE D. MERKLEY City Attorney 812 = 285 - 6491 office 812: 285 - 6468 fax lmerkley@cityo~ effersonville.net City- County Building 501 E. Court Avenue Je fferionville, Indiana 47130 Robert L. Waiz, Jr. Mayor May 3, 2005 Mr. Jim Peterson Global Signal 301 North Catdeman Road Saras0ta, FL 34232 RE: Estoppel Certificate L¥03XC021 Dear Jim:I Encloseci please find the original of the above captioned document. Please return an executed Copy for our records. If we can be of service regarding this or any other matter, please feei free to contact our or'ce. Yours truly, Paralegal /slk Enclosure An equal opportunity employer. 1. Consent. To the extent any such consent is required by the Lease, Landlord hereby consents (a) to 'the assignment of the Lease from the original tenant under the Lease (an affiliate of Tenant) to Tenant, (b) to the acquisition by Tenant Affiliate (or any affiliate thereof), direcfly or indirectly, of Tenant's interest in the Lease, (c) to the Sublease (and the recording of a memorandum of the Sublease) and (d) to the Lease and Lease Back Transaction. 2. Estoppel Certificate. Landlord certifies that (and Lender may rely on such representations) the following statements are true as of the date hereof: (a) Tenant is the current tenant under the Lease (a full copy of which, including all amendments thereto, is annexed as Exhibit A), and the Lease is in full force and effect and contains the entire agreement between Landlord and Tenant with respect to the Property. Landlord is either the owner of the fee simple interest in the Property or the holder of a valid leasehold interest in the property and the person or entity signing on behalf of Landlord is authorized to do so and no other person or entity's signature is required to bind Landlord. (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) No payments to Landlord are required under the Lease for the Lease and Lease Back Transactions or otherwise in connection with the above consents. 3. Agreement with Respect to the Lease and Sublease. Landlord hereby agrees with respect to the Lease as follows: (a) Lender and Subtenant shall have all of the rights of Tenant under the Lease, including the right to exercise any renewal option(s) or purchase option(s) set forth in the Lease, and shall have the right to assign the Sublease without Landlord's further consent. (b) Landlord shall deliver to any Lender and Subtenant (in each case at such address as shall be designated in writing to Landlord) a copy of any default notice given by Landlord to Tenant under the Lease. No default notice from Landlord to Tenant shall be deemed effective as against any Lender or Subtenant unless received by such Lender or Subtenant. (c) If Tenant defaults on any monetary obligations under the Lease, Landlord shall accept a cure thereof by any Lender or Subtenant within thirty (30) days after delivery of notice of such defaults. For non-monetary defaults, Landlord shall not terminate the Lease for so long as a Lender or Subtenant is diligently pursuing a cure of the default, and if curing such non-monetary default requires possession of the Property, then Landlord agrees to give the Lender or Subtenant a reasonable time to obtain possession of the Property and to cure such default. (d) Landlord acknowledges none of Tenant or Tenant Affiliate may terminate, surrender or cancel the Lease except as provided in the Lease and may not amend the Lease in a manner that materially increases the liability or obligations of Tenant or Tenant Affiliate or decreases the rights of Tenant or Tenant Affiliate without the prior written consent of Lender. (e) If the Lease is terminated by Landlord for any reason, or otherwise rejected in bankruptcy, Landlord will enter into a new lease with either Lender or Subtenant on the same terms as the Lease, provided that all past due amounts under the Lease are paid to Landlord within 30 days of notice to Lender and Subtenant of such termination. 2 HAMBURG PIKE (LV03XC021) (3234-IN) 4. Memorandum of Lease. To the extent the Lease or a memorandum thereof has not previously been recorded, this Agreement shall constitute a "memorandum of lease" under applicable State law and may be recorded in the applicable public records, the provisions of the Lease (with certain financial terms redacted therefrom) being as set forth on Exhibit A annexed hereto and made a part hereof. 5. Notices. All notices sent to any Lender or Subtenant shall be in writing and sent by United States mail postage prepaid or other reputable courier service at the following address: c/o Global Signal Inc., 301 North Cattleman Road, Suite 300, Sarasota, FL 34232, Attn: General Counsel; or to such other address as Lender or Subtenant shall have notified Landlord in wrihng. 6. Miscellaneous. (a) If this Agreement is inconsistent with the Lease, this Agreement shall control. (b) This Agreement shall be binding upon Landlord and its successors and Shall benefit each of Lender and Subtenant and their respective successors and assigns. (c) This Agreement may not be amended or modified except by a written agreement executed by Landlord, any Lender and Subtenant. This Agreement may be executed in any number of separate counterparts and all signatures need not be on the same counterpart. [SIGNATURE PAGES FOLLOW] 3 HAMBURG PIKE (LV03XC021) (3234-IN) TENANT IN WITNESS WI-IEREOF, the undersigmed, pursuant to proper authority, has duly executed, acknowledged and delivered ti,is instrument as'its true act and deed. SPILINT SPECTRUM tLEALTY COMPANY, L-P., a Delaware limited partnership, successor by assignment to Sprint Spectrum L.P. Name: Monica E. Rademacher Title: Lease Specialist 1I, EPS - T&PS LANDLORD iN WITNESS WHEREOF, the undersigned, by its duly elected officer(s) and pursuant to proper authority has duly executed, acknowledged and delivered this instrument as its true act and deed. LANDLORD: CITY OF JEFFERSO~.~LLE By: ~j/ / HAMBURG PIKE (LV03XC021 (3234-IN) EXHIBIT A Lease and Legal Description (see attached) HAMBURG PIKE (LV03XC02I) (3234-IN) 4 AGREEMENT hrnded partnership ("SSLP-). the site described below. C~ek appropds e box[es)] al property consisting of approximately ~ square feet of isnd; Building intoner space consisting of approxiJnately square feet, r3 Building exterior space for placement of base station equipment, [] Tower antenna space: . ri the Iocahon(s) ("Site') shown on Exhibit A, together w~h a non..exclusive ~iscmtion of SSLP, source of electric and telephone facilities The Site will be used by SSLP for the purpose of installing, removing, replacing, maintaining facihty ('PCS'), including, wdhoct lim~tatlen, related antenna equipment and fixtures. SSLP will use the S~te in a manner which wilJ net unreasonably distuFc~he OCCUpancy of Owners other tenants. 2 Term The term of th~s Agreement (the 'inlt[al Term') is ~ years, commencing on the date ('Commencement Date') SS~..~j~s this Agreement. This. Agreement will be auto~i~atically r?ewe, d fa~..~thfl~easl .".0mmencement Date and on each ann~versa~/of ~ Until ~he ~ate which is 30 days after the issuance of a b~d[ng ~instaltation ef the PCS, er (b) the first day of the mo nth fatle~en, ce m.en ~ ~f. ph..ysical preparation of the Site. the ~:)~.-311:~.00, the moeipt of which Owner ~artia yeam'~ for each_Renewal ~ern~_ will be 4. Title and Quts~ Possession. Owner represents and agrees (a) that it is the Owne~ of the Site; (b) that it has the r~ght te enter into this Agreement; (c) that the demon signing this Agreement has the autho~ty to sign; (d) t~,at of the Site throughout the to~al Term and each Renewal Term so iong as SStJ:) is not in default beyond the expiration of any cure period; and (e) that Owner shall net have unsepe~vieed acoese to the She o~ to the PCS g. Assignment/Subletting. SSLP will not asmgn er transfer this Agreement Owner, which consent will not he unraasenably withheld, delayed er control with SSLP er to any par~ wh~;h acquires substantially all of the assets of SSLP, 8. Notices. All nof~ces must be in w~ing and are effective when deposited in 7. ImprovemenUs. $$LP may, at its expense, make such improvements on cooperate with SSLP with respect to obtaining any redcired zoning approvais 11. Termination SSLP may terrmnate this Agreement at any time by notice to Owner wilhcot fudher liabihty ~f SSLp does not obtain all perrnds or other approvals (collectively. "approval'} required fram any governmental authority or any easements requtred from any tfurd path/to operate the PCS system, or If any such approval is canceled, expires or is w~thdrawn or terminated, or ~f Owner fa~is to have proper ownership of the Sde or authooty to enter into this Agreement, or ~f SSLP, for any other reason, m tls sole discretion, determines that It will be unable to use the S~te for )ts intended puq3ose Upon termlnatles, all prepaid rent sha~[ be retained by Owner 12. Default- if either patty is in default under this Agreement for a period of (a) 10 days following reCeipt of nobce from the non-defaulting party with respect to a default which may be cured solely by the payment of money, or (bi 30 days fallowing receipt of notice from the non-defaulting party with respect to a default which may not be cured solely by the payment of money, then, in either event, the non.defaulting party may pumsue any remedies available to it against the defaulting party under appliCable law, including, but not limited to, the right to terminate this Agreement. If the non-monetary default may not reasonably be cured v~thin a 30 day pedod, this Agreement may not be erro noted if the defaulting party corrtmenees action to cure the default wdhin such 30 day per~od and p[oceeds wdh due d [ gence to fu y cure the dePault. 13. indemnity. Owner and SSLP each indemnifies the other against and holds the other harmless from any and all costs (including reasonable attorneys fees) and claims of liability er less whioh arise out of the use and/or occupancy of the Site by the indemnifying party. 'mis indemnity does net apply to any simms arising from the sole negligence or intenbona~ misconduct of the indemnt§ed party. 14. Hazardous Substances Owner represents that it has no knowisdge of any substance, chemical er waste (collectively, "substance") on the Site that is identified as hazardous, toxic or dangerous in any applicable federal, taato or local law or regulation. SSLP shall not introduce er use any such substance On the Site in violation of any applicable law. 15, Miscellaneous. (a) This Agreement applies tp and binds the heirs, successems, executors, administrators and assigns of the parties to this Agreement; b) 'mis Agreement is governed by the taws of the State in w. hi~h the Sde is located; (cf f requested by SSLP, Owner agrees ~ompoy to execute and deliver to SSLP a recordable Memorandum of this Agmercent in the form of Exhibd B: (df This Agreement (Including the Exhibits) constitutes the entire agreement between the padJes and supersedes all prior w~tten and verbal agreements, representations, promises or understandings beb~een the petites. Any amendments to this Agreement must be To writing and executed by beth pa~es; (e) If any pmovislen of this Agreement is invalid or unenforceable with respect to any path/, the rema[nder of this Agreement or the application of such provision to parsons other than those as to whom it is held invalid or unenforceable, will net be affected and each ptovlston of this Agreement will be va[id and enforceable to the fullest extent permitted by law; and (0 'me prevailing paAy in any action or proceeding in coud or mutually agreed upon arbitration proceeding to enforce the terms of this Agreement is entitled to receive its reasonable attorneys' fees and other reasonable enforcement costs and expenses froro the non-prevading pa~'. The fotiowieg Exhibits are ~,ached to a~d made a part of this Agreement: Exhibit A, B and Agreement, SSLP may remove ~ts equipment and improvements and will restore the She to the condition existing on the Commencement Date, except for ordinary wear and tear. 8 Compliance wth Laws. Owner represents that Owner's property nc ud ng tho S e) and all ~mprovemeota located thereon, are n o ........ rom trance w h building, life/safety, disability and other laws, codes an~g~' ~'/) reg utPa~t~ons' of app~icehta governmental. .auth°nties'. SSLc~ will ~;hatc~.tlc',l'~ ~:~ coroply with ail applicable laws relating to ~ts possession and use of the S g. interference, SSLP will resolve technica~ interference problems web other eqmpment located at the Sate on the Commencement Date or any equipment the1 beComes attached to the Site at any future date when SSLP desires to add eddihonal equipment to the S~te. Likewise, Owner will not permit the instal]abort of any future equipment which results in technical interference problems w~th SSLP'S then existing eqmpment. 10. Utilities. Owner represents that utilities adequate for SSLP'e use of the Site are avmlabta. SSLP w~ll pay for ali ubntles used by ~t at the S~to. Owner will cooperate wRh SSLP in SSLP's efforts to obtain utihtios from any locot[0n By:_ S.S./Tax No,' Se~ Exhibit Al for ~mmuation of ~ner signatur~ Address: ~ ~ 13L~ ~t ~, ~o~ ~ provided by Owner or the servicing utility. Attach ExhLblt A - Site Description and Exhlb~t B - Memorandum of PCS S~te Agreement CtibPDF - www.fastio.com v,~o. 2.0 EXHIBIT A' commonly described as Legal Description: Sketch of Site: Owner initials SSLP Initials *[U~ ~ ~i~ A f~ PCS SEe A0~, ~um o~ PCS ~e Ag~, O~ A~ a~ ~um of OH~n Agr~ment} ClibPDF - www,fastio.com Sketch of Site: Owner Initials ~/f/~ Not~: Owner a~ ~ ~Y. at SS~ oFflon, mpta~ ~1~ ~hlb~ wl~ an exhib~ se~l~ ~ ~e ~al des~p~n of ~e pro~ on wh ~ ~e S~e ~U~ ~ta ~hib~ A ~r P~ 8~ ~nt, Memom~um of PCS S~ ~r~nt, Open Ag~nt and M~ra~um of Op~on PCS SITE AGREEMENT- EXHIBIT A Site Name: Hamburg Pike SiTg DESCRIPTION Site I.D. LVO3XC021B1 Site situated in the City of Jeffersonville, County of Clark, State oflndiana: Parent Tract: A tract of land on the North side of Lakeside Drive East of Hamburg Pike conveyed to the City of Jeffersonville by Deed of Record 132 Page 340 in the Office of the Recorder, Clark County, ]Indiana and described as follows: Beginning at a point in the South line of Lakeside Drive, said point being North 88 degrees 18 minutes 22 seconds East 153.38 feet from the intersection of said line and the East line of Hamburg Pike, thence North I0 degrees 13 minutes 52 seconds East 50.30 feet to a point in the East line of Bohenberger's Breezy Hills Subdivision (Block 3) of record in Plat Book 5, Page 18, in the Office aforesaid, thence with said East line North 0 degrees 07 minutes 46 seconds West 250 feet to a point in the line of W.T. Ingrain Corp. of record in Deed Record 194 Page 244 in the Office aforesaid, thence with said Ingrain line North 74 degrees 55 minutes 46 seconds East 499.00 feet; South 18 degrees 54 minutes 20 seconds East 305.01 feet, and South 76 degrees 33 minutes 57 seconds West 605.60 feet to the point of beginning. Description of Leased Area: A 30 feet by 70 feet portion of a tract of land conveyed to the City of Jeffersonville by Deed of Record 132 Page 340 in the Office of the Recorder, Clark County, Indiana and described as follows: Beginning at a point said point being North 76 degrees 33 minutes 57 seconds East 1 I5.4i feet along the South line of parent tract and North 13 degrees 26 minutes 03 seconds West 191.54 feet from the Southeast comer of the parent tract; thence North 15 degrees 13 minutes 53 seconds West 70 feet to a point; thence North 74 degrees 46 minutes 07 seconds East 30 feet to a point, thence South 15 degrees 13 minutes 53 seconds East 70.00 feet to a point, thence South 74 degrees 46 minutes 07 seconds West 30 feet to the point of beginning. Description of Access Easement: A strip of land 30 feet in width extending from the East side of Lease Area shown hereon to the East terminus line of Lakeside Drive with the centerline described as follows: Beginning at a point in the East line of Lease Area North 15 degrees 13.minutes 53 seconds West 15 feet from the Southeast comer of said Area, thence North 74 degrees 46 minutes 07 seconds East 30.47 feet, South 13 degrees 26 minutes 03 East 106.41 feet and South 33 degrees 36 minutes 37 seconds West 115 feet more or less to the centerline of and existing access easement, thence with said easement 70 feet more or less to the East terminus line of Lakeside Drive. CiibPDF - www.fastio.com ..... Description of Utility Easement: A strip of land 30 feet in width extending fi-om the East side of Lease Area shown hereon to the East terminus line of Lakeside Drive with the centerline described as follows: Beginning at a point ia the East line of Lease Area North 15 degrees 13 minutes 53 seconds West 15 feet from the Southeast comer of said Area, thence North 74 degrees 46 minutes 07 seconds East 30.47 feet, South 13 degrees 26 minutes 03 East 106.41 feet and South 33 degrees 36 minutes 37 seconds West 115 feet more or less to the centerline of and existing access easement, thence with said easement 70 feet more or less to the East terminus line of Lakeside Drive. ClibPDF - www.fastio.com ...... - ....... Site Name EXHIBIT B PCS Site Agreement Memorandum of PCS Site Agreement lg~. bet'~veen o'~J74,'-P/:-~A~J~Z/~/{~ ('Owner') and Spnnt SpUtum LP., a Deta~re lim~ pa~nemhip ('SS~'). ~te~s and rend tons of ~ich are inco~orat~ heroin by reference. Such Agr~ment pro%des in ~R that ~er teas~ to SSLP a ~Rain site ('~Ee') lo,ted at a~a~h~ hereto. ~h grant of ease~.~ Hghts of a~s ther~o and to el~nc and telephone ~cfl~t~es ~r te~ of ~y~rs commencing on ~ , lg~ch te~ is subj~t to~ ~addi~Jonal ~ve (5) year e~ens~n periods by SSLP. m ~V ~ / ~ tN WI~ESS WHEREOF, the ~ h~e ~ ~ls Mem0mndum as o~ ~e day and y~r flint above ~en. By: "OWNER" Name: ~/4//-I P ~. ~y Name: ~fle: ~u~Y ~,~ T~e: ~ S~ ~b~ B~ fo~ ~nfinuaUon ef ~e~ ~Gnatur~ ~dd~s; Address: "SSLP" Sprint Spe~,trum LP.. a Delaware limited parl:~ership Owner Initials SSLP Initials At~.,h Exflll~t A - SEe (D ClibPDF - www,fastio.co.ro _ State of ~ County of .~.r.ego,[ng in~rul~ont w.as ackno~ bef~ro~o, t~is~d~y of · ~,,'~"~,~Jr~ .....~F~ NOT~mL S~) (~dal Nom~ S~nmre) ~ ~ ' ;...,,; , - NOT~Y PUBLIC ~e of Ken~c~ Coun~ of Jeffe~n Jeffe~ A. Flora, Dire~or and a~o~ agent on ~half of Spent S~m LP., a ~e~a~m (Pflnted, typed or stamped name of Notary) (Ot~t Notar~Signature) NOTARY PUBUC - STATE (Pflnted, typed or stamped name of Notary) Commission Number:., This insbume V ~ ~//_by:~__~ed...~ ~h~sW. Dob~s,~r. [ ' ~ TiLFORO, ~BB~S, ~R, BUC~WAY & B~CK 1400 One R~e~ont Plaza Lou~lle, Kentuc~ 4~02 CORPORATION ClibPDF - www.fastio.~_co_o~ . _. EXHIBIT C Site I4~me: Hamburg Pike PCS Site Agreement Site I.D. LVO3XCO21B1 Insert to Paragraph 3: From the Commencement Date until the earlier of a} the date which is tb2rty (30) days after the issuance ora building permit for inslallation of the PCS, b) the first day of the month following commencement of physical preparation of the Site, or c) ninety (90) days after the Commencement Date (hereinafter the "Rental Commencement Date"), the Rent hereunder will be $100.00 per month payable in advance on the first day of each month. On the Rental Commencement Date, SSLP will pay Owner two (2) years rent in advance, i.e. $20,000.00, partial years to be prorated. On the second anniversary of the Rental Commence- meat Date the rent will be payable in monthly installments of $1000.00 per month beginnng in the twenty-fifth (25th) month through the end of year ten (10). In the eleventh I11th) through the fifteenth (15th) years, the rent will be $1,100.00 per month due and payable on the first day of each month. In the sixteenth (16th) through the twentieth (20th) years, the rent will be $1,275.00 per month due and payable on the first day of each month. During the last five years, years t~nty-one (21) through twenty-five (25), the rent will be $1,450.00 per month due and payable on the fttst day of each month. The proposed mono~>le will be strficturally capable of colocation. If SSLP subleases space on the monopole and the ground for the antennas and equipment of another wireless pro- vider, with the prior written consent of the Owner, then SSEP will share the rent from a sublessor on a 75/25 basis. That is, SSLP, in consideration of its construction of the Site and the mono- pole and its maintenance thereof, will receive 75% of the sublease rent and the Owner of the Site will receive 25% of the sublease rent. Said rental amount will be paid by SSLP to the Owner on a monthly basis, due and payable of the first day of each relevant month. In addition, the O~vner reserves the right to place antennas or other equipment on the monopole and on the Site without charge; provided, however, that at the time the Owner wants to do so, the monopole is structurally capable of safely accommodating the Owner's proposed equipment. Th~ determination as to the stmctaral capability of the monopole to safely accom- modate the Owner's proposed equipment will be made in the form of a writtan analysis fi-om the engineering firm that. designed, de sabject, monopole.. .. Insert t ara rah 7: SSLP will promptly pay contractors and materialman, and not permit or suffer any lien or claim to attach to the Site, or any part thereof_ SSLP will indemnify Owner with respect to any loss, including attorne3/s' fees and costs, incurred with respect to any ~uch claims. SSLP will furnish reasonable indenmities satisfactory to Owner prior to the cormmencement of any work by SSLP on the Site. If any lien attaches or is claimed, Owner may require such a bond or indernni- ty in addition to all other remedies. Owner Initials_~.. SSLP Initials ~/tT, _