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060-AT&T Wireless10B JUL I? AH il� IQ Cell Site Number: OR -81 /Sanford Address: 1701 Lowe Avenue Sanford, Florida OPTION AND LEASE AGREEMENT THIS OPTION AND LEASE AGREEMENT ( "Agreement "), dated as of the date below, is entered into by the CITY OF SANFORD, FLORIDA, a municipal corporation organized and existing under the laws of Florida, having its principal office /residing at 300 North Park Avenue, Sanford, Florida 32772 -1788 (hereinafter referred to as "Landlord ") and AT &T WIRELESS SERVICES OF FLORIDA, INC., a Florida corporation, d/b /a AT &T Wireless Services, having an office at 11760 North U.S. Highway One, West Tower, 3rd Floor, North Palm Beach, FL 33408 (hereinafter referred to as "Tenant "). BACKGROUND Landlord owns that certain plot, parcel or tract of land, together with all rights and privileges arising in connection therewith, located at 1701 Lowe Avenue, City of Sanford, Seminole County, State of Florida and more particularly described in Exhibit 1 attached hereto (collectively, "Property "). Tenant desires to use a portion of the Property in connection with its federally licensed communications business. Concurrent with the execution of this Agreement, Tenant represents and Landlord acknowledges that T has entered into a separate sublease agreement with APT Tampa/Orlando, Inc. ( "APT Sublease "), dated JAAij ft jK Zia , pursuant to which Tenant shall have the right to install, operate, maintain, repair, replace, protect, and secure communication fixtures and related equipment, including antennas, cables, accessories and improvements upon an existing communications structure ( "Adjacent Communications Facility") located on the property adjacent to the Premises (as described in Paragraph 1 below).. Tenant desires to enter into this Agreement for the purpose of acquiring ground space upon which it shall construct and maintain an equipment shelter and associated facilities attendant to the operation of Tenant's Adjacent Communications Facility. The parties agree as follows: 1. OPTION TO LEASE. (a) Landlord hereby grants to Tenant an option (the "Option ") to lease a portion of the Property measuring approximately 1707 square feet as described on attached Exhibit 2 (collectively the "Premises "), together with unrestricted access for Tenant's uses from the nearest public right -of- way along the Property. (b) During the Option period and any extension thereof, and during the term of this Agreement, Tenant and its agents, engineers, surveyors and other representatives will have the right to enter upon the Property to inspect, examine, conduct soil borings, drainage testing, material sampling, and other geological or engineering tests or studies of the Property ( "Tests "), to apply for and obtain licenses, permits, approvals, or other relief required of or deemed necessary or appropriate at Tenant's sole discretion for its use of the Premises and include without limitation applications for zoning variances, zoning ordinances, amendments, special use permits, and construction permits (collectively referred to as "Governmental Approvals "), and otherwise to do those things on or off the Property that, in the opinion of Tenant, are necessary in Tenant's sole discretion to determine the physical condition of the Property, the environmental history of the Property, Landlord's title to the Property and the feasibility or suitability of the Property for Tenant's Permitted Use, all at Tenant's expense. Tenant will not be liable to Landlord or any third party on account of any pre - existing defect or condition on or with respect to the Property, whether or not such defect or condition is disclosed by Tenant's inspection. (c) Landlord covenants that during the Option and any extension thereof, Landlord shall not cause or allow any changes, alterations, or modifications to occur to the condition or status of the Property, including, but not limited to, zoning, land use designation, and status of title, that will adversely affect or impair Tenant' eAsct\at &t \0R -81 \Optionleaseagr.12.20.99 1 FL Land Option 7128199 i 1 # 10B JUL I? AH il� IQ Cell Site Number: OR -81 /Sanford Address: 1701 Lowe Avenue Sanford, Florida OPTION AND LEASE AGREEMENT THIS OPTION AND LEASE AGREEMENT ( "Agreement "), dated as of the date below, is entered into by the CITY OF SANFORD, FLORIDA, a municipal corporation organized and existing under the laws of Florida, having its principal office /residing at 300 North Park Avenue, Sanford, Florida 32772 -1788 (hereinafter referred to as "Landlord ") and AT &T WIRELESS SERVICES OF FLORIDA, INC., a Florida corporation, d/b /a AT &T Wireless Services, having an office at 11760 North U.S. Highway One, West Tower, 3rd Floor, North Palm Beach, FL 33408 (hereinafter referred to as "Tenant "). BACKGROUND Landlord owns that certain plot, parcel or tract of land, together with all rights and privileges arising in connection therewith, located at 1701 Lowe Avenue, City of Sanford, Seminole County, State of Florida and more particularly described in Exhibit 1 attached hereto (collectively, "Property "). Tenant desires to use a portion of the Property in connection with its federally licensed communications business. Concurrent with the execution of this Agreement, Tenant represents and Landlord acknowledges that T has entered into a separate sublease agreement with APT Tampa/Orlando, Inc. ( "APT Sublease "), dated JAAij ft jK Zia , pursuant to which Tenant shall have the right to install, operate, maintain, repair, replace, protect, and secure communication fixtures and related equipment, including antennas, cables, accessories and improvements upon an existing communications structure ( "Adjacent Communications Facility") located on the property adjacent to the Premises (as described in Paragraph 1 below).. Tenant desires to enter into this Agreement for the purpose of acquiring ground space upon which it shall construct and maintain an equipment shelter and associated facilities attendant to the operation of Tenant's Adjacent Communications Facility. The parties agree as follows: 1. OPTION TO LEASE. (a) Landlord hereby grants to Tenant an option (the "Option ") to lease a portion of the Property measuring approximately 1707 square feet as described on attached Exhibit 2 (collectively the "Premises "), together with unrestricted access for Tenant's uses from the nearest public right -of- way along the Property. (b) During the Option period and any extension thereof, and during the term of this Agreement, Tenant and its agents, engineers, surveyors and other representatives will have the right to enter upon the Property to inspect, examine, conduct soil borings, drainage testing, material sampling, and other geological or engineering tests or studies of the Property ( "Tests "), to apply for and obtain licenses, permits, approvals, or other relief required of or deemed necessary or appropriate at Tenant's sole discretion for its use of the Premises and include without limitation applications for zoning variances, zoning ordinances, amendments, special use permits, and construction permits (collectively referred to as "Governmental Approvals "), and otherwise to do those things on or off the Property that, in the opinion of Tenant, are necessary in Tenant's sole discretion to determine the physical condition of the Property, the environmental history of the Property, Landlord's title to the Property and the feasibility or suitability of the Property for Tenant's Permitted Use, all at Tenant's expense. Tenant will not be liable to Landlord or any third party on account of any pre - existing defect or condition on or with respect to the Property, whether or not such defect or condition is disclosed by Tenant's inspection. (c) Landlord covenants that during the Option and any extension thereof, Landlord shall not cause or allow any changes, alterations, or modifications to occur to the condition or status of the Property, including, but not limited to, zoning, land use designation, and status of title, that will adversely affect or impair Tenant' eAsct\at &t \0R -81 \Optionleaseagr.12.20.99 1 FL Land Option 7128199 (d) In consideration of Landlord granting Tenant the Option, Tenant hereby agrees to pay Landlord the sum of One Dollar ($1.00), receipt of which is hereby acknowledged. The Option will be for an initial term of six (6) months (the "Initial Option Term "). (e) During the Initial Option Term and any extension thereof, Tenant may exercise the Option by notifying Landlord in writing. If Tenant exercises the Option then Landlord leases the Premises to the Tenant subject to the following terms and conditions. 2. PERMITTED USE. Tenant may use the Premises, to: (i) construct and maintain an equipment shelter, fencing and any other accessories, cables, and utilities (the "Communications Facility "), necessary to the successful and secure operation of the Adjacent Communications Facility; and (ii) any activities related to the foregoing (collectively, the Tenant's Permitted Use ").. Tenant has the right (i) to install and operate transmission cables from the equipment shelter to the antennas, electric lines from the main feed to the equipment shelter, and communication lines from the.main entry point to the equipment shelter and (ii) to erect, construct or make Property improvements, alterations, or additions appropriate for Tenant's use ( "Tenant's Changes"). Tenant's Changes include the right to construct and maintain a fence around the Premises or undertake any other appropriate means to restrict and secure access to the Premises. Landlord warrants that it has not caused, nor will cause or allow the condition or status of the Property to be changed, altered or modified in any manner that would adversely affect Tenant's Permitted Use of the. Premises. 3. INSTALLATIONS. Tenant agrees to comply with all applicable governmental laws, rules, statutes and regulations, relating to its use of the Communications Facility on the Property. Tenant has the right to modify, supplement, replace, upgrade, expand the equipment, or relocate the Communications Facility within the Premises at any time during the term of this Agreement. Tenant will be allowed to make such alterations to the Property in order to accomplish Tenant's Changes or to insure that Tenant's Communications Facility complies with all applicable federal, state or local laws, rules or regulations. 4. TERM. (a) In the event Tenant exercises the. Option, the initial lease term ( "Initial Term "), shall begin upon the Commencement Date, as defined below, and terminate on July 31, 2002. (b) This Agreement will automatically renew for four (4) additional five (5) year terms (collectively, the "Extension Term "), upon the same terms and conditions unless the Tenant notifies the Landlord in writing of Tenant's intention not to renew this Agreement at least ninety (90) days prior to the expiration of the existing term. (c) If Tenant remains in possession of the Premises after the termination or expiration of this Agreement then Tenant will be deemed to be occupying the Premises on a month to month basis (the "Holdover Term "), subject to the terms and conditions of this Agreement. (d) The Initial Term, and the Extension Term and the Holdover Term are collectively referred to as the Term ( "Term "). 5. RENT. (a) Commencing on the date that Tenant commences construction (the "Commencement Date "), Tenant will pay the Landlord a yearly rental payment of Thirteen Thousand Six Hundred Dollars ($13,600.00), plus any applicable tax, to Landlord, at the address set forth above, on or before the 5` day of each lease year in advance or to such other person, firm, or place as Landlord may, from time to time, designate in writing at least thirty (30) days in advance of any due date. Rent will be prorated for any partial month. As additional consideration, Tenant agrees to provide to Landlord three digital cellular telephones manufactured by Nokia, Model Number 6160, three desk top chargers, and three car chargers; provided, however, Tenant shall not be responsible for nor obligated to provide any warranty/service related work or to replace, repair or update such phones as may be required. Additionally, Landlord shall be solely responsible for obtaining, through a wireless carrier, the wireless service necessary to operate such phones. (b) Tenant shall have the right to use a direct deposit system with regard to Rent payments. Landlord agrees to cooperate with Tenant in providing requisite information to Tenant for such direct deposit. The implementation of the direct deposit system shall be at Tenant's expense. 6. TERMINATION. This Agreement may be terminated, without penalty or further liability, as follows: e:\ scflat& t \OR- 81 \Optionleaseagr.12.20.99 2 FL Land Option 7/28/99 (a) by either party on thirty (30) days prior written notice, if the other party remains in default under Paragraph 15 of this Agreement after the applicable cure periods; (b) by Tenant on sixty (60) days prior written notice, if Tenant is unable to obtain, maintain, or otherwise forfeits or cancels any required approval(s) or the issuance of a license or permit by any agency, board, court or other governmental authority necessary for the construction or operation of the Communications Facility as now and hereafter intended by Tenant; or if the Premises become unsuitable for Tenant's operation due to governmental regulations; or if Tenant determines in its sole discretion that the cost of obtaining or retaining the same is commercially unreasonable; (c) by Tenant on sixty (60) days prior written notice, if Tenant determines in its sole discretion that Tenant's use of the Premises (as the same may have been modified from time to time) is no longer consistent with the optimal operation of Tenant's communications network based upon either technical or economic considerations in Tenant's sole discretion; (d) by Tenant on sixty (60) days prior written notice, if Tenant determines that interference by or to Tenant's use of the Premises cannot be resolved to Tenant's satisfaction; (e) by Tenant immediately upon notice, if destruction or damage to the Premises or the A taking thereof (by partial condemnation or otherwise) is sufficient, in Tenant's reasonable judgment, to adversely affect Tenant's use of the Premises; or (f) by Tenant immediately upon notice, if Tenant determines, in its sole discretion, due to the title results, survey results or Tests, that the condition of the Premises is unsatisfactory or Tenant believes that the leasing or continued leasing of the Premises would expose Tenant to undue risks of government action or intervention or third -party liability. If this Agreement is terminated for any reason outlined in this paragraph, any prepaid rent will be refunded , on a prorata basis. 7. INSURANCE. (a) Tenant will carry during the Term, at its own cost and expense, the following insurance: (i) "All Risk" property insurance for its property replacement cost; (ii) commercial general liability insurance with a minimum limit of liability of $1,000,000 combined single limit for bodily injury or death/property damage arising out of any one occurrence; and (iii) Workers' Compensation Insurance as required by law. (b) Tenant will name the Landlord as an additional insured under its commercial general liability policy. Tenant will require its insurance company to give at least thirty (30) days prior written notice of termination or cancellation of the policy to the additional insured, except for termination or cancellation for non- payment of premium, which notice will be ten (10) days. (c) Notwithstanding anything in this Agreement, with respect to all loss, damage, or destruction to the insured party's property (including rental value and business interruption) occurring during the term of this Agreement, each of Landlord and Tenant hereby releases and waives all claims (except for willful misconduct and negligence) against the other party, and against each of the other party's employees, agents, officers, and directors. Landlord and Tenant will make a reasonable effort to include in their property insurance policy or policies a waiver of subrogation provision whereby any such release does not adversely affect such policies or prejudice any right of the insured party to recover thereunder. 8. INTERFERENCE. (a) Where there are prior existing radio frequency users on the Property, the Landlord will provide Tenant with a list of all prior existing radio frequency users (and their frequencies) on the Property to allow Tenant to evaluate the potential for interference. Tenant warrants that its use of the Premises will not interfere with prior existing radio frequency users on the Property as long as the prior existing radio frequency users operate and continue to operate within their frequencies, and in accordance with all applicable laws and regulations. (b) Landlord will not grant, after the date of this Agreement, a lease, license or any other right to any third party for use of the Propei y, if such use may in any way adversely affect or interfere with Tenant's Communications Facility. Landlord will notify Tenant and receive Tenant's written approval prior to granting any third party the right to install and operate communications equipment on the Property. Nothing contained e:\scflat&t10R -8I \Optionleaseagr.12.20.99 3 FL Lend Option 7 128/99 � t (a) by either party on thirty (30) days prior written notice, if the other party remains in default under Paragraph 15 of this Agreement after the applicable cure periods; (b) by Tenant on sixty (60) days prior written notice, if Tenant is unable to obtain, maintain, or otherwise forfeits or cancels any required approval(s) or the issuance of a license or permit by any agency, board, court or other governmental authority necessary for the construction or operation of the Communications Facility as now and hereafter intended by Tenant; or if the Premises become unsuitable for Tenant's operation due to governmental regulations; or if Tenant determines in its sole discretion that the cost of obtaining or retaining the same is commercially unreasonable; (c) by Tenant on sixty (60) days prior written notice, if Tenant determines in its sole discretion that Tenant's use of the Premises (as the same may have been modified from time to time) is no longer consistent with the optimal operation of Tenant's communications network based upon either technical or economic considerations in Tenant's sole discretion; (d) by Tenant on sixty (60) days prior written notice, if Tenant determines that interference by or to Tenant's use of the Premises cannot be resolved to Tenant's satisfaction; (e) by Tenant immediately upon notice, if destruction or damage to the Premises or the A taking thereof (by partial condemnation or otherwise) is sufficient, in Tenant's reasonable judgment, to adversely affect Tenant's use of the Premises; or (f) by Tenant immediately upon notice, if Tenant determines, in its sole discretion, due to the title results, survey results or Tests, that the condition of the Premises is unsatisfactory or Tenant believes that the leasing or continued leasing of the Premises would expose Tenant to undue risks of government action or intervention or third -party liability. If this Agreement is terminated for any reason outlined in this paragraph, any prepaid rent will be refunded , on a prorata basis. 7. INSURANCE. (a) Tenant will carry during the Term, at its own cost and expense, the following insurance: (i) "All Risk" property insurance for its property replacement cost; (ii) commercial general liability insurance with a minimum limit of liability of $1,000,000 combined single limit for bodily injury or death/property damage arising out of any one occurrence; and (iii) Workers' Compensation Insurance as required by law. (b) Tenant will name the Landlord as an additional insured under its commercial general liability policy. Tenant will require its insurance company to give at least thirty (30) days prior written notice of termination or cancellation of the policy to the additional insured, except for termination or cancellation for non- payment of premium, which notice will be ten (10) days. (c) Notwithstanding anything in this Agreement, with respect to all loss, damage, or destruction to the insured party's property (including rental value and business interruption) occurring during the term of this Agreement, each of Landlord and Tenant hereby releases and waives all claims (except for willful misconduct and negligence) against the other party, and against each of the other party's employees, agents, officers, and directors. Landlord and Tenant will make a reasonable effort to include in their property insurance policy or policies a waiver of subrogation provision whereby any such release does not adversely affect such policies or prejudice any right of the insured party to recover thereunder. 8. INTERFERENCE. (a) Where there are prior existing radio frequency users on the Property, the Landlord will provide Tenant with a list of all prior existing radio frequency users (and their frequencies) on the Property to allow Tenant to evaluate the potential for interference. Tenant warrants that its use of the Premises will not interfere with prior existing radio frequency users on the Property as long as the prior existing radio frequency users operate and continue to operate within their frequencies, and in accordance with all applicable laws and regulations. (b) Landlord will not grant, after the date of this Agreement, a lease, license or any other right to any third party for use of the Propei y, if such use may in any way adversely affect or interfere with Tenant's Communications Facility. Landlord will notify Tenant and receive Tenant's written approval prior to granting any third party the right to install and operate communications equipment on the Property. Nothing contained e:\scflat&t10R -8I \Optionleaseagr.12.20.99 3 FL Lend Option 7 128/99 herein will restrict Tenant nor its successors and assigns from installing and modifying its /their communication equipment. (c) Landlord will not use, nor will Landlord permit its employees; tenants, licensees, invitees or agents to use, any portion of the Property or any of Landlord's other properties in any way which interferes with the operations of Tenant or the rights of Tenant under this Agreement. Landlord will cause such interference to cease upon not more than twenty-four (24) hour notice from Tenant. In the event any such interference does not cease within the aforementioned cure period then the parties acknowledge that Tenant will suffer irreparable injury, and therefore, Tenant will have the right, in addition to any other rights that it may have at law or in equity, for Landlord's breach of this Agreement, to elect to enjoin such interference or to terminate the Agreement upon notice to Landlord. 9. INDEMNIFICATION. (a) Tenant agrees to indemnify, defend and hold Landlord harmless from and against any direct injury, loss, damage or liability (or any claims in respect of the foregoing), costs or expenses (including reasonable attorneys' fees and court costs) resulting from the installation, use,' maintenance, repair or removal of the Communications Facility or the breach of any provision of this Agreement, except to the extent attributable to the negligent or intentional act or omission of Landlord, its employees, agents or independent contractors. (b) Landlord agrees to indemnify, defend and hold Tenant harmless from and against any and all direct injury, loss, damage or liability (or any claims in respect of the foregoing), costs or expenses (including reasonable attorneys' fees and court costs) arising from the actions or failure to act of Landlord or its employees or agents, or the breach of any provision of this Agreement, except to the extent attributable to the negligent or intentional act or omission of Tenant, its employees, agents or independent contractors. 10. WARRANTIES. (a) Tenant and Landlord each acknowledge and represent that it is duly organized, validly existing and in good standing and has all rights, power and authority to enter into this Agreement and bind itself hereto through the party set forth as signatory for the party below. (b) Landlord represents and warrants that: (i) Landlord solely owns the Property as a legal lot in fee simple, or controls the Property by lease or license, unencumbered by any liens, restrictions, mortgages, covenants, conditions, easements, leases, or agreements of record or not of record, which would adversely affect Tenant's use and enjoyment of the Premises under this Agreement; (ii) as long as Tenant is not in default then Landlord grants to Tenant sole, actual, quiet and peaceful use, enjoyment and possession of the Premises; (iii) its execution and performance of this Agreement will not violate any Laws, ordinances, covenants or the provisions of any mortgage, lease or other agreement binding on the Landlord; and (iv) if the Property is or becomes encumbered by a deed to secure a debt, mortgage or other security interest, Landlord will use best efforts to provide promptly to Tenant a Subordination, Non - Disturbance and Attornment Agreement in the form of Exhibit 3. 11. ENVIRONMENTAL. (a) Landlord represents, warrants and agrees that; to the best of Landlord's knowledge: (i) the Property and its uses and operations complies, and will comply, with all local, state and federal statutes or regulations, or ordinances pertaining to the environment or natural resources ( "Environmental Laws"); (ii) the Property has not been used or allowed to be used by Landlord or, to the best of Landlord's knowledge, by any previous owner, to emit through ground, water or air, refine; manufacture, generate, produce, store, contain, handle, transfer, process, treat, transport, or dispose of hazardous substances or hazardous wastes, products or pollutants, including without limitation asbestos, oil, petroleum products and their by- products, (collectively called "Hazardous Substance(s)") as defined and regulated under any Environmental Laws; (iii) the Property has never been the subject of any federal or state Hazardous Substance(s) related list; (iv) the Property has never required closure or clean -up of any Hazardous Substance(s); and (v) no asbestos, Polychlorinated Biphenyls or other Hazardous Substance(s), underground storage tanks, or above ground storage tanks exist or have existed or will exist on the Property.. Landlord warrants and represents that it will be solely liable for the clean-up and removal df Hazardous Substance(s) and for any other activities, including but not limited to the restoration of the Property, related in any way to Hazardous Substance(s) now and in the future existing on the Property, except to the extent generated by Tenant. Landlord will defend, indemnify and hold e:\scf\at &t \OR 81 \Optionleaseagr.12.20.99 4 FL Lana option 7/28/99 Tenant harmless from and against any and all direct liabilities, damages, losses, costs, assessments, penalties, fines, expenses and fees, including reasonable legal fees, consultant fees and expert witness fees, related to Landlord's breach of any of the above representations and warranties. (b) Tenant represents, warrants and agrees to conduct its activities on the Premises in compliance with all applicable Environmental Laws. Tenant will not use, generate,. release, manufacture, refine, produce, store, or dispose of any Hazardous Substance(s) on, under, or about the Premises, except for the use of sealed batteries for emergency back -up, any fire suppression system and small quantities of cleaning products ordinarily used by commercial businesses. Tenant agrees to defend, indemnify and hold Landlord harmless from and against any and all direct liabilities, damages, losses, costs, assessments, penalties, fines, expenses and fees, including reasonable legal fees, that Landlord may suffer due to the existence or discovery of Hazardous Substance(s) on the Property, or released into the environment that are directly caused by Tenant's use of the Premises. (c) The indemnifications of this Paragraph specifically include reasonable costs, expenses and fees incurred in connection with any investigation of Property conditions or any clean-up, remedial, removal or restoration work required by any governmental authority. The provisions of this Paragraph will survive the expiration or termination of this Agreement. 12. ACCESS. Landlord will be permitted access to the Premises: (i) for emergencies without prior notice to Tenant, so long as Tenant is notified as soon thereafter as reasonably practicable; and (ii) with reasonable prior notice to Tenant to make necessary repairs; in all cases provided that Tenant's equipment, technology and proprietary interests remain secure and the Communications Facility's operation is not adversely affected. At all times throughout the term of this Agreement, and at no additional charge to Tenant, Landlord will provide, as further set forth in Exhibit 2, Tenant and its employees, agents, and subcontractors, with twenty -four hour, seven day access to and over the Property, from an open and improved public road to the Premises, for the installation, maintenance and operation of the Communications Facility and any utilities serving the Premises. Upon Tenant's request, Landlord will execute an easement evidencing this right. In the event any public utility is unable to use the access or easement provided to Tenant then the Landlord hereby agrees to grant an additional access or easement either to Tenant or to the public utility, for the benefit of Tenant, at no cost to Tenant. 13. REMOVAURESTORATION. All portions of the Communications Facility brought onto the Property by Tenant will be and remain Tenant's personal property and, at Tenant's option, may be removed by Tenant at any time during the Term. Landlord covenants and agrees that no part of the Communications Facility constructed, erected or placed on the Premises by Tenant will become, or be considered as being affixed to or a part of, the Property, it being the specific intention of the Landlord that all improvements of every kind and nature constructed, erected or placed by Tenant on the Premises will be and remain the property of the Tenant and may be removed by Tenant at any time during the Term. Within one hundred twenty (120) days of the termination of this Agreement, Tenant will remove all such improvements. Tenant will, to the extent reasonable, restore the Premises to its condition at the commencement of the Agreement, reasonable wear and tear and loss by casualty or other causes beyond Tenant's control excepted. Tenant will not be responsible for the replacement of any trees, shrubs, or other vegetation, nor will Tenant be required to remove from the Premises or the Property any foundations or underground utilities. 14. MARSTENANCE/UTILITIES. (a) Tenant will, at Tenant's expense, keep and maintain the Premises in good condition, reasonable wear and tear and damage from the elements excepted. Landlord will maintain and repair the Property and access thereto, in good and tenantable condition, subject to reasonable wear and tear and damage from the elements. (b) Tenant will be solely responsible for and promptly pay all utilities charges for electricity, telephone service or any other utility used or consumed by Tenant on the Premises. Landlord will fully cooperate with any utility company requesting an easement over, under and across the Property in order for the utility company to provide service to the Tenant. During any application period the Tenant will have the right to temporarily use Landlord's electricity and will pay the Landlord the current local utility rate for electricity e:\scflat &t \OR -81 \Optionleaseagr.12.20.99 5 FL Land Option 7 /28/99 4 Tenant harmless from and against any and all direct liabilities, damages, losses, costs, assessments, penalties, fines, expenses and fees, including reasonable legal fees, consultant fees and expert witness fees, related to Landlord's breach of any of the above representations and warranties. (b) Tenant represents, warrants and agrees to conduct its activities on the Premises in compliance with all applicable Environmental Laws. Tenant will not use, generate,. release, manufacture, refine, produce, store, or dispose of any Hazardous Substance(s) on, under, or about the Premises, except for the use of sealed batteries for emergency back -up, any fire suppression system and small quantities of cleaning products ordinarily used by commercial businesses. Tenant agrees to defend, indemnify and hold Landlord harmless from and against any and all direct liabilities, damages, losses, costs, assessments, penalties, fines, expenses and fees, including reasonable legal fees, that Landlord may suffer due to the existence or discovery of Hazardous Substance(s) on the Property, or released into the environment that are directly caused by Tenant's use of the Premises. (c) The indemnifications of this Paragraph specifically include reasonable costs, expenses and fees incurred in connection with any investigation of Property conditions or any clean-up, remedial, removal or restoration work required by any governmental authority. The provisions of this Paragraph will survive the expiration or termination of this Agreement. 12. ACCESS. Landlord will be permitted access to the Premises: (i) for emergencies without prior notice to Tenant, so long as Tenant is notified as soon thereafter as reasonably practicable; and (ii) with reasonable prior notice to Tenant to make necessary repairs; in all cases provided that Tenant's equipment, technology and proprietary interests remain secure and the Communications Facility's operation is not adversely affected. At all times throughout the term of this Agreement, and at no additional charge to Tenant, Landlord will provide, as further set forth in Exhibit 2, Tenant and its employees, agents, and subcontractors, with twenty -four hour, seven day access to and over the Property, from an open and improved public road to the Premises, for the installation, maintenance and operation of the Communications Facility and any utilities serving the Premises. Upon Tenant's request, Landlord will execute an easement evidencing this right. In the event any public utility is unable to use the access or easement provided to Tenant then the Landlord hereby agrees to grant an additional access or easement either to Tenant or to the public utility, for the benefit of Tenant, at no cost to Tenant. 13. REMOVAURESTORATION. All portions of the Communications Facility brought onto the Property by Tenant will be and remain Tenant's personal property and, at Tenant's option, may be removed by Tenant at any time during the Term. Landlord covenants and agrees that no part of the Communications Facility constructed, erected or placed on the Premises by Tenant will become, or be considered as being affixed to or a part of, the Property, it being the specific intention of the Landlord that all improvements of every kind and nature constructed, erected or placed by Tenant on the Premises will be and remain the property of the Tenant and may be removed by Tenant at any time during the Term. Within one hundred twenty (120) days of the termination of this Agreement, Tenant will remove all such improvements. Tenant will, to the extent reasonable, restore the Premises to its condition at the commencement of the Agreement, reasonable wear and tear and loss by casualty or other causes beyond Tenant's control excepted. Tenant will not be responsible for the replacement of any trees, shrubs, or other vegetation, nor will Tenant be required to remove from the Premises or the Property any foundations or underground utilities. 14. MARSTENANCE/UTILITIES. (a) Tenant will, at Tenant's expense, keep and maintain the Premises in good condition, reasonable wear and tear and damage from the elements excepted. Landlord will maintain and repair the Property and access thereto, in good and tenantable condition, subject to reasonable wear and tear and damage from the elements. (b) Tenant will be solely responsible for and promptly pay all utilities charges for electricity, telephone service or any other utility used or consumed by Tenant on the Premises. Landlord will fully cooperate with any utility company requesting an easement over, under and across the Property in order for the utility company to provide service to the Tenant. During any application period the Tenant will have the right to temporarily use Landlord's electricity and will pay the Landlord the current local utility rate for electricity e:\scflat &t \OR -81 \Optionleaseagr.12.20.99 5 FL Land Option 7 /28/99 t consumed by Tenant. In the event Tenant cannot secure its own metered electrical supply, Tenant will have the right, at its own cost and expense, to submeter from the Landlord. Tenant will pay on a monthly basis the current local utility company rate for submetered electricity, after the meter is read by the Landlord and billed to Tenant. i Landlord will not be responsible for interference with, interruption of or failure, beyond the reasonable control of Landlord, of such services to be furnished or supplied by Landlord. 15. DEFAULT AND RIGHT TO CURE. (a) The following will be deemed a default by Tenant and a breach of this Agreement: (i) non - payment of Rent if such rent remains unpaid for more than thirty (30) days after receipt of written notice of such failure to pay from Landlord; or (ii) Tenant's failure to perform any other term or condition under this Agreement within forty -five (45) days after receipt of written notice from Landlord specifying the failure. No such failure, however, will be deemed to exist if Tenant has commenced to cure such default within such period and provided that such efforts are prosecuted to completion with reasonable diligence. Delay in curing a default will be excused if due to causes beyond the reasonable control of Tenant. (b) The following will be deemed a default by Landlord and a breach of this Agreement. Landlord's failure to perform any term or condition under this Agreement within forty -five (45) days after receipt of written notice from Tenant specifying the failure, or Landlord is in breach of any warranty or covenant under this Agreement including the provisions of Paragraph 2 above.. No such failure, or breach, however, will be deemed to exist if Landlord has commenced to cure the default within such period and provided such efforts are prosecuted to completion with reasonable diligence. Delay in curing a default will be excused if due to causes beyond the reasonable control of Landlord. 16. ASSIGNMENT /SUBLEASE. (a) Landlord may assign this Agreement provided said assignee will assume, recognize and also become responsible to Tenant for, the performance of all of the terms and conditions to be performed by Landlord under this Agreement. (b) Tenant may assign or sublet all or any part of the Premises, and all or any rights, benefits, liabilities and obligations of this Agreement provided that the assignee or sublessee assumes, recognizes and also agrees to become responsible to the Landlord for the performance of all terms and conditions of this Agreement. Upon notification to Landlord by Tenant of any such action, Tenant will be relieved of all future performance, liabilities and obligations under this Agreement to the extent of such assignment or sublease. 17. NOTICES. All notices, requests, demands and communications hereunder will be given by first class certified or registered mail, return receipt requested, or by a recognized overnight courier, postage prepaid, to be effective when properly sent and received, refused or returned undelivered. Notice will be addressed to the parties at the addresses set forth above (as to Tenant, Attn.: Site Acquisitions Manager, AT &T Wireless Services, Re: Cell Site #OR -81 /Sanford, 2400 Maitland Pkwy., Ste. 110, Maitland, Florida 32751; with a copy to AT &T Wireless Services, Cell Site #OR -81 /Sanford, West Tower, Third Floor, 11760 North U.S. Highway One, North Palm Beach, FL 33408, Attn.: Real Estate Counsel). Either party hereto may change the place for the giving of notice to it by written notice to the other as provided herein. 18. SEVERABILITY. If any term or condition of this Agreement is found unenforceable, the remaining terms and conditions will remain binding upon the parties as though said unenforceable provision were not contained herein. However, if the invalid, illegal or unenforceable provision materially affects this Agreement then the Agreement may be terminated by either party on ten (10) days prior written notice to the other party hereto. 19. TAXES. Tenant will pay all personal property taxes assessed on, or any portion of such taxes attributable to, the Communications Facility. Tenant, upon presentation of sufficient and proper documentation, will pay, within thirty (30) days, any increase in real property taxes levied against the Property (excluding any additional taxes that relate to the period prior to the Commencement Date, i.e., rollback taxes) which is directly attributable to Tenant's use of the Property, provided Tenant will be entitled to appeal any such increase payable by it. Landlord agrees that it will cooperate with an appeal of such taxes and will promptly pay when due all real estate taxes levied against the Property. 20. CONDEMNATION. In the event Landlord receives notification of any , condemnation proceedings affecting the Property, Landlord will provide notice of the proceeding to Tenant within forty -eight eAscflat &t \0R -81 \Optionleaseagn 12.20.99 6 FL Land Option 7/28/99 (48) hours. If a condemning authority takes all of the Property, or a portion sufficient, in Tenant's sole determination, to render the Premises unsuitable for Tenant, this Agreement will terminate as of the date the title vests in the condemning authority. The parties will be entitled to share in the condemnation proceeds in proportion to the values of their respective interests in the Property, which for Tenant, will include, where applicable, the value of its Communications Facility, moving expenses, prepaid rent, and business dislocation expenses. Tenant will be entitled to reimbursement for any prepaid Rent on a prorata basis. 21. CASUALTY. Landlord will provide notice to Tenant of any casualty affecting the Property within forty-eight hours of the casualty. If any part of the Communications Facility or Property is damaged by fire or other casualty so as to render the Premises unsuitable, in Tenant's sole determination, then Tenant may terminate this Agreement by providing written notice to the Landlord, which termination will be effective as of the date of such damage or destruction. Upon such termination, Tenant will be entitled to collect all insurance proceeds payable to Tenant on account thereof and to be reimbursed for any prepaid Rent on a prorata basis. 22. BROKER FEES. Landlord acknowledges and represents that no broker or other person was used by it in connection with this transaction. If any claims, actions or proceedings are brought against either party ( "Indemnitee ") by reason of any broker, finder or other person claiming to have dealt with the other party ( "Indemnitor ") in connection with this transaction and /or the Premises, then the Indemnitor hereby agrees to indemnify, hold harmless and defend the Indemnitee from and against all liabilities arising from such claims, and all reasonable costs and expenses incurred in connection therewith (including, without limitation, reasonable legal fees and disbursements). The provisions of this Paragraph will survive the termination of this Agreement. 23. MISCELLANEOUS. (a) Amendment/Waiver. This Agreement cannot be amended, modified or revised unless done in writing and signed by an authorized agent of Landlord and Tenant. No provision may be waived except in writing signed by both parties. (b) Short Form/Memorandum of Agreement. Either party will, at any time upon fifteen (15) days prior written notice from the other, execute, acknowledge and deliver to the other a recordable Short Form/Memorandum of Agreement. Either party may record this memorandum at any time, in its absolute discretion. (c) Bind and Benefit. The terms and conditions contained in this Agreement will run with the Property and inure to the benefit of the parties, their respective heirs, executors, administrators, successors and assigns. (d) Entire Agreement. This Agreement and the exhibits attached hereto, all being a part hereof, constitute the entire agreement of the parties hereto and will supersede all prior offers, negotiations and agreements. (e) Governing Law. This Agreement will be governed by the laws of the state in which the Premises are located, without regard to conflicts of law. (f) Interpretation. Unless otherwise specified, the following rules of construction and interpretation apply: (i) captions are for convenience and reference only and in no way define or limit the construction of the terms and conditions hereof; (ii) use of the term "including" will be interpreted to mean "including but not limited to "; (iii) whenever a party's consent is required under this Agreement, except as otherwise stated in the Agreement or as same may be duplicative, such consent will not be unreasonably withheld, conditioned or delayed; (iv) exhibits are an integral part of the Agreement and are incorporated by reference into this Agreement; (v) use of the terms "termination" or "expiration" are interchangeable, and tvi) refer *nce to a default will take into consideration any applicable notice, grace and cure periods. (g) Estoppel. Either party will, at any time upon fifteen (15) days prior written notice from the other, execute, acknowledge and deliver to the other a statement in writing (i) certifying that this Agreement is unmodified and in full force and effect (or, if modified, stating the nature of such modification and certifying this Agreement, as so modified, is in full force and effect) and the date to which the rent and other charges are paid in advance, if any, and (ii) acknowledging that there are not, to such party's knowledge, any uncured defaults on the part of the other party hereunder, or specifying such defaults if any are claimed. Any such statement may be eascf\ at& t \0R- 81 \Option]easeagr.12.20.99 7 FL Land option Vn8199 conclusively relied upon by any prospective purchaser or encumbrancer of the Premises. Failure to deliver such a statement within such time will be conclusive upon the requesting party that (i) this Agreement is in full force and effect, without modification except as may be properly represented by the requesting party, (ii) there are no i uncured defaults in either party's performance, and (iii) no more than one month's rent has been paid in advance. (h) No Option. The submission of this Agreement for examination or consideration does not constitute a reservation of or option for the Premises. This Agreement will become effective as an Agreement only upon the legal execution, acknowledgment and delivery hereof by Landlord and Tenant. (i) Radon Gas. In accordance with Florida law, the following notice is hereby given to Tenant: " RADON GAS RADON IS A NATURALLY OCCURRING RADIOACTIVE GAS THAT, WHEN IT HAS ACCUMULATED IN A BUILDING IN SUFFICIENT QUANTITIES, MAY PRESENT HEALTH RISKS TO PERSONS WHO ARE EXPOSED TO IT OVER TIME. LEVELS OF RADON THAT EXCEED FEDERAL AND STATE GUIDELINES HAVE BEEN FOUND IN BUILDINGS IN FLORIDA. ADDITIONAL INFORMATION REGARDING RADON AND RADON TESTING MAY BE OBTAINED FROM YOUR COUNTY HEALTH DEPARTMENT." IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed with an effective date of "LANDLORD" WITNESSES: CITY OF SANFORD, FLORIDA, a municipal corporation organ' and existing under the laws of ��LQ.lYl�2iLJLQGc�� Florida P' t ame• a C W 5 By: Mayo rd, ida Pr t Name: A 11is Vfj Print N Lox r V A. . lo►1e, B y: (1)aww . AoAaahv,� Clerk of the City of SaWid, Flori Print Name: ,.b ne+ 1 • Federal ID No: 59- 6000425 [SEAL] "TENANT" AT &T WIRELESS SERVICES OF FLORIDA, INC., a Florida corpor tion By: Walter D. Tanner System Development Manager, Network Realization } [ACKNOWLEDGMENTS ON NEXT PAGE] e:\ scf\ at& t \OR- 81 \Optionleaseagr.12.20.99 8 FL Land Option 7/28/99 TENANT STATE OF 2 1 0 r' 1 ) SS: COUNTY OF The foregoing instrument was acknowledged before me thi 0 day of JO . by Walter D. Tanner, System Development Manager, Network Realization, of AT &T WIRELESS SERVICES OF FLORIDA, INC. (a Florida corporation), d/b /a AT &T WIRELESS SERVICES on behalf of the corporation>< who is personally known to me W1W has pro as identi ica q TERESA A- *TORRE My Comm EXP. 12/6/2002 No. CC 795250 Personally Known I : Other I.D. STATE OF FIoriacL ) ss: COUNTY OF % 1 i n 0l — ) Notary Pu _ Print Name: l •e.•Y" S' c7 r/ ` My Commission Expires: Y d LANDLORD The foregoing instrument was acknowledged before me this IQ4 day of jantaLry , ,ZDUD by UIr l' DOS le- the Mayor of Sanford, Florida, a municipal corporation existing under the laws of Florida, (4 who is personally known OR O who has produced as identification. AY Pu DIANE CREW5 e Notary Public COMMISSION # CC 655670 C EXPIRES JUN 15, 2001 Print Name: Z1 Crew eB I df My Commission Expires: _J 1�►ne IS 2-co � ATLANTIC BONDING Co., INC. / LANDLORD STATE OF F l Of i d a ) ) ss: COUNTY OF Se m � nol e ) The foregoing instrument was acknowledged before me this Q44 day of 2006 by J ahet W N . the Clerk of the City of Sanford, Florida, a municipal corporatio existing under the laws of Florida, who is personally known OR O who has produced as identification. A�i.L.LZlY�r2 -� 1�/1 D /i mod. 6�' DIANE CREWS Notary Public /� �, COMMISSION # CC 655670 Print Name: D i ane C r ete, S EXPIRES JUN 15, 2001 BONDDD"U My Commission Expires: ,JLu% 2 M, 2W I OR i�AfiLANTIC BONDING CO., INC. e:\scf\at &t \OR -81 \Optionleaseagr.12.20.99 9 FL Land Option 7/28/99 r ' EXHIBIT 1 1 DESCRIPTION OF PROPERTY 1 to the Agreement dated _ Z� by and between the City of Sanford, Florida, as 4 y LL--, Landlord, and AT &T WIRELESS SE CES OF FLORIDA, INC., a Florida corporation, d/b AT &T i WIRELESS SERVICES, as Tenant. is described and/or depicted as follows: The Property , The South 1212.4 feet of Lot 7, PINE LM MUM, according to the plat thereof as recorded in Plat Book 9, Page 27, of the Public Records of Seminole County, Florida. 4 Note 1, if the foregoing description is not a metes and bounds legal description, the parties agree to replace the foregoing description with a metes and bounds legal description of the Property upon receipt thereof. FL Lend Onflm 7/28/99 r I I i EXHIBIT 2 I DESCRIPTION OF PREMISES Page • Hof to the Agreement dated u �L, 2crb by and between the City of Sanford, Florida, as i Landlord, and AT &T WIRELESS SER CES OF FLORIDA, INC., a Florida corporation, d/b /a AT &T i WIRELESS SERVICES, as Tenant. The Premises are described and/or depicted as follows: 20A0 FEET MWE ACCESS EASEMENT (By others) A Twenty (20) foot wide non - exclusive access easement for ingress /egress and utilities purpose, lying ten (10) feet left and ten (10) feet right of a centerline being more particularly described as follows: For a Point of Reference Commence at the Southeast comer of said Lot 7; Thence S 89' 58' 02' W. 217.07 feet along the South boundary line of said Lot 7; Thence deporting sold South boundary line N 00' 00 00" W. 270.07 feet .to the Southeast comer of the previously described project area; Thence N 90' 00' 00` W 40.0 feet; Thence N 00' 26' 19" W. 30.0 feet, Thence S 90' 00' 00" E. 2010 feet to a Point of Beginning; Thence N 00' 26' 19" W, 662.28 feet; Thence S 89' 33' 41" W. 135.0 feet; Thence N 2r 37' 49' W. 70.9 feet, Thence N 90' 00' 00' W. 90.0 feet; Thence S 44' 43' 18" W, 505.0 feet, Thence S 28' 33' 08" W. 47.21 feet, Thence S 01' 17' 54' W, 511.14 feet; Thence S 53' 10' 34" W. 13.42 feet to o point along the East right -of -way line of S. Lowe Avenue (& Oregon Avenue per Plot), sold point also being a Point of Termination. The sidelines of easement to be shortened or prolonged to meet at angle point and /or boundary lines. 15.00 FEET WX V17LITY EASEMENT (By others) A fifteen (15) foot wide non - exclusive easement for utilities purposes lying seven and one -half (7.5) feet left and seven and one -half (7.5) feet right of o centerline being more particularly described as follows: For a Point of Reference Commence at the Southeast comer of said Lot 7; Thence S 89' 58' 02' W, 217.07 feet along the South boundary line of sold Lot 7; Thence deporting sold South boundary line run N 00' 00' 00" W. 270.07 feet to the Southeast comer of the previously described project area; Thence N 90' 00' 00" W. 7.50 feet to o Point of Beginning; Thence S 00' 00' 00" E, 262.56 feet, Thence S 89' 59' 02" W, 47.61 feet; Thence N 89' 59' 35' W 616.16 feet, Thence N 00' 00' 25" W. 24.27 feet to a Point of Termination. The sidelines of easement to be shortened or prolonged to most at angle point and /or boundary lines. 40.00 FEET z 42.87 FEET LEASE AREA lying within the following described parent tract The South 1212.4 feet of Lot 7, PINE LAKE GROVES, oecordJng to the Plot thereof as recorded in Plot Book. 9. Page 27 of the Public Records of Seminole County, Florida. more particularly described as follows: Commence at the Southeast comer of. said Lot 7; Thence S 89' 58' 02" W. 217.07 feet along the South boundary line of said Lot 7; Thence departing sold South boundary line N 00' 00' 00" W, 270.07 feet to the Southeast comer of a 30.00 feet x 40.00 feet area, also being the Point of Beginning of the following described parcel; Thence run N 90'00'00" W 40.00 feet; Thence run S 00 E, 42.67 feet; Thence run S 90 E, 40.00 feet; Thence run N 00 W 42.67 feet to the Point of Beginning. Containing 1,706.8 square feet or 0.039 acres more or less. 20.00 FEET LNGRESS /EGRESS & OTHM EASEMENT Ong within the following described parent trocl: The South 1212.4 feet of Lot 7, PINE LAKE GROVES according to the Plot thereof as recorded In Plat Book 9. Page 27 of the Public Records of Seminole County. Ronda. tying 10.00 feet on both sides of the following described centerline: Commence at the Southeast comer of said Lot 7; Thence S 89' 58' 02" W, 217.07 feet along the South boundary line of said Lot 7; Thence deporting said South boundary line N 00' 00' 00' W. 227.40 feet to the Southeast comer of a 40.00 feet x.42.67 feet area; Thence S 90' 00' 00" E, 10.00 feet to the Point of Beginning; Thence N 00'00'00" W, 82.67 feet, Thence N 90' 00' 00" W, 30.31 feet, Thence N 00'26'19' W. 652.28 feet: Thence 's 8933'41' W. 135.00 feet; Thence N 2x37'49' W. 70.90 feet; Thence N 90'00'00" W. 90.00 feet, Thence S 44'43'18" W, 505.00 feet; Thence S 28 W,`47.21 feet; Thence S 01'17'54" W, 511.14 feet, Thence S 53'1034" W, 13.42 feet to the Cost right -of -way One of Lowe Avenue, said point also being a Point of Termination. The sidelines of easement to be shortened or prolonged to meet of angle points end project boundary lines. abtes 1. This Exhibit may be replaced by a land survey of the Premises once it is received by Tenant 2. Any setback of the Premises from the Property's boundarics .-hall be the distance required by the applicable governmental authorities. 3. Width of access road shall be the width required by the applicable governmental authorities, including police and fire departments. 4. The type, number and mounting positions and locations of antennas and transmission lines are illustrative only. Actual types, numbers and mounting positions may vary from what is shown above. at, ;.arid r - tim 7P)MO EXH BIT 2 DESCRIPTION OF PREMISES Page - of to the Agreement dated U l� taw by and between the City of Sanford, Florida, as Landlord, and AT &T WIRELESS SE CES OF FLORIDA, INC., a Florida corporation, d/b /a AT &T 'WIRELESS SERVICES, as Tenant. The Premises are described and/or depicted as follows: lW 1 W11d M & k SITE: OR-81 SANFORD WEST I 1 I I-- I I 1 I t EIaST 240 No UAX STA81{J2ED ACCESS I I PROPOSED 20' - 0' KO ��" 0E rvtwot STASIUZED ACCESS svrar MOLL MIS am uo oLC U Ulm • � I t� S' -0 1/'—S" T %PWAIMO ISFAIC — tanwrwt awa�a ouw to I 1 t f sun - � I , —D .. IO tfA7< I11I1CCL t "iwS GTC E7osr lao CASEME . PR LEASE � I I woam SITE �a Notes 1. This Exhibit may be replaced by a land survey of the Premises once it is received by Tenant. 2. Any setback ofthe Premises from the Property's boundaries shall be the distance required by the applicable governmental authorities. .3. Width of access road shall be the width required by the applicable governmental authorities, including police and fire departments. 4. The type, number and mounting positions and locations of antennas and transmission lines are illustrative only. Actual types, numbers and mounting positions may vary from what is shown above. I . EXHIBIT 2 i DESCRIPTION OF PREMISES Page of , to the Agreement dated UX� j2, Z 00 by and between the City of Sanford, Florida, as Landlord, and AT &T WIRELESS SE CES OF FLORIDA, INC., a Florida corporation, d/b /a AT &T f WIRELESS SERVICES, as Tenant. The Premises are described and/or depicted as follows: �a xs w i 115 R a r i O Rr . 1 t+[ S M9 rrra or lOf 7. L IM2 C I i # ; conmw se WK I £ } e EEE i M �, f s I Atc6f 9MPWO t ( I S tI! 1 N •' I I \ q J 4 > � ' amnrr.e ro•.a � «ar -cmvmr � I I my MW ACCM I SUBJECT =O NI ;�L+1+rr!�r lwsrwu F �rnori � IB t r w. i m��ran►a � 1 PAIL LM N ROVOSED LEASE • «uPr r OEM 1 (46.00' z A ( t,7os.at sq. Fr) io r «t srrroaM 1 I r SEE DB>AJL �/ �Itt r.r �[ aeof CIO. .. � bgE' _ � ' KIC.N• 1� i d ~ I_ 1 am 1 -4 r � '� .1610 5. _ _ _ _ _ — — — — — — — — — — — — — — — _ _ _ ,}L — — w S 89 02' i• ' scum rsrc or wr a 66 6 .a sr 8a (GUC) . r 16 Notcs• 1. This Exhibit may be replaced by a land survey of the Premises once it is received by Tenant. 2. Any setback of the Premises from the Property's boundaries shall be the distance required by the applicable governmental authorities. 3. Width of access road shall be the width required by the applicable governmental authorities, including police and fire departments. • 4. The type, number and mounting positions and locations of antennas and transmission lines are illustrative only. Actual types, numbers and mounting positions may vary from what is shown above. Ft, Lanrl n*rlion 7/28199 Prepared by Stacy C. Frank, Esquire Frank & Gramling P.O. Box 1991 Tampa, FL 33601 -1991 Return to: AT &T Wireless Services Attn: Real Estate Counsel 11760 North U.S. Highway 1 West Tower, Third Floor , North Palm Beach, Fl 33408 Cell Site No.: OR -81 /Sanford State: Florida County :Seminole SUBORDINATION, NON- DISTURBANCE AND ATTORNMENT AGREEMENT THIS AGREEMENT ( "Agreement), dated as of the date below, between the , having its principal office /residing at (hereinafter referred to as "Mortgagee ") and CITY OF SANFORD, FLORIDA, a municipal corporation organized and existing under the laws of the State of Florida, having its principal office /residing at 300 North Park Avenue, Sanflord, FL (hereinafter referred to as "Landlord "), and AT &T WIRELESS SERVICES OF FLORIDA, INC., a Florida corporation, d/b /a AT &T WIRELESS SERVICES, having an office at 11760 North U.S. Highway One, West Tower, 3rd Floor, North Palm Beach, FL 33408 (hereinafter referred to as "Tenant "). WITNESSETH: WHEREAS, Tenant has entered into a certain Option and Lease Agreement dated (the "Lease ") with Landlord, covering property more fully described in Exhibit 2 attached hereto and made a part hereof (the "Premises "); and WHEREAS, Landlord has given to Mortgagee a mortgage (the "Mortgage ") upon property having a street address of being identified as Lot in Block in the of County, State of ( "Property"), a part of which Property contains the Premises; WHEREAS, the Mortgage on the property is in the original principal sum of Dollars ($ ) , which Mortgage has been recorded in the appropriate public office in and for County, ( "Mortgage "); and WHEREAS, Tenant desires to be assured of continued occupancy of the Premises under the terms of the Lease and subject to the terms of this Agreement; FL Land Option 712W9 NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows: 1. So long as this Agreement will remain in full force and effect, the Lease is and will be subject and subordinate to the lien and effect of the Mortgage insofar as it affects the real property and fixtures of which the Premises forms a part (but not Tenant's trade fixtures and other personal property), and to all renewals, modifications, consolidations, replacements and extensions thereof, to the full extent of the principal sum secured thereby and interest thereon, with the same force and effect as if the Mortgage had been executed, delivered, and duly recorded among the above - mentioned public records, prior to the execution and delivery of the Lease. 2. In the event Mortgagee takes possession of the Premises as mortgagee -in- possession, including but not limited to by deed in lieu of foreclosure or foreclosure of the Mortgage, Mortgagee agrees not to affect or disturb Tenant's right to possession of the Premises and any of Tenant's other rights under the Lease in the exercise of Mortgagee's rights so long as Tenant is not then in default, after applicable notice and /or grace periods, under any of the terms, covenants, or conditions of the Lease. 3. In the event that Mortgagee succeeds to the interest of Landlord or other landlord under the Lease and/or to title to the Premises, Mortgagee and Tenant hereby agree to be bound to one another under all of the terms, covenants and conditions of the Lease; accordingly, from and after such event, Mortgagee and Tenant will have the same remedies against one another for the breach of an agreement contained in the Lease as Tenant and Landlord had before Mortgagee succeeded to the interest of Landlord; provided, however, that Mortgagee will not be: (a) personally liable for any act or omission of any prior landlord (including Landlord); or (b) bound by any rent or additional rent which Tenant might have paid for more than the one month in advance to any prior landlord (including Landlord). 4. In the event that anyone else acquires title to or the right to possession of the Premises upon the foreclosure of the Mortgage, or upon the sale of the Premises by Mortgagee or its successors or assigns after foreclosure or acquisition of title in lieu thereof or otherwise, Tenant agrees not to seek to terminate the Lease by reason thereof, but will remain bound unto the new owner so long as the new owner is bound to Tenant (subject to paragraph 3 above) under all of the terms, covenants and conditions of the Lease. 5. Mortgagee understands, acknowledges and agrees that notwithstanding anything to the contrary contained in the Mortgage and/or any related financing documents, including, without limitation, any UCC -1 financing statements, Mortgagee will acquire no interest in any furniture, equipment and/or other property installed by Tenant on the Property. Mortgagee hereby expressly waives any interest which Mortgagee may have or acquire with respect to such furniture, equipment and/or other property of Tenant now, or hereafter, located on or affixed to the Property or any portion thereof and Mortgagee hereby agrees that same do not constitute realty regardless of the manner in which same are attached or affixed to the Property. i i 6. This Agreement will be binding upon and will extend to and benefit the successors and assigns of the parties hereto and to any assignees or subtenants of Tenant which are permitted under the Lease. The term "Mortgagee ", when used in this Agreement will be deemed to include any person or entity which acquires title to or the right to possession of the Premises by, through or under Mortgagee and/or the Mortgage, whether directly or indirectly. IN WITNESS WHEREOF, the undersigned has caused this Agreement to be executed this day of WITNESS /ATTEST: LANDLORD: CITY OF SANFORD, FLORIDA a municipal corporation organized and existing under the laws of Florida Print Name: Print Name: WITNESS /ATTEST: Print Name: Print Name: WITNESS /ATTEST: Print Name: BY: Mayor of Sanford, Florida Print Name: BY: Clerk of the City of Sanford, Florida [SEAL] TENANT: AT &T WIRELESS SERVICES OF FLORIDA, INC. a Florida corporation BY: Name: Walter D. Tanner Title: System Development Manager, Network Realization MORTGAGEE: WLEDGMENTS ON NEXT PAGE] FL Land Option 7128/99 BY: Name: Title: TENANT STATE OF ) ss: COUNTY OF ) The foregoing instrument was acknowledged before me this _ day of by Walter D. Tanner, System Development Manager, Network Realization of AT &T WIRELESS SERVICES OF FLORIDA, INC., a Florida corporation, d/b /a AT &T WIRELESS SERVICES, on behalf of the corporation, O who is personally known OR who has produced as identification. Notary Public Print Name: My Commission Expires: LANDLORD STATE OF ) ss: COUNTY OF ) The foregoing instrument was acknowledged before me this day of by the Mayor of Sanford, Florida, a municipal corporation organized and existing under the laws of Florida, ( )who is personally known OR O who has produced as identification. Notary Public Print Name: My Commission Expires: LANDLORD STATE OF ) ss: COUNTY OF ) The foregoing instrument was acknowledged before me this day of by the Clerk of the City of Sanford, Florida, a municipal corporation organized and existing under the laws of Florida, ( )who is personally known OR O who has produced as identification. Notary Public Print Name: My Commission Expires: FL Lana option 7/28/99 MORTGAGEE STATE OF ) ss: COUNTY OF ) The foregoing instrument was acknowledged before me this day of by [name of representative] the jtitle] of [name of banking institution], a corporation on behalf of the corporation O who is personally known OR O who produced as identification. a Notary Public Print Name My Commission Expires: FL Land Option 7/28/99 �i EXHIBIT 2 DESCRIPTION OF PREMISES Page Hof ? to the Agreement dated by and between the City of Sanford, Florida, as Landlord, and AT &T WIRELESS SERVICES OF FLORIDA, INC., a Florida corporation, d/b /a AT &T WIRELESS SERVICES, as Tenant. The Premises are described and/or depicted as follows: ' x,00 FELT RIDE ACCESS FitlSel�(i (By others) A Twenty (20) foot wide non- excimlye access easement for ingross/egross and utilities purpose, lying ten (10) feet left and ten (10) feet right of a aenferline being more particularly described as follows: For a Point of Reference Commence at the Southeast comer of said Lot 7. Thence S 89' 56' 02' W. 217 °07 feet along the South boundary fine of said Lot 7. Thence deporting said South boundary line N 00' 00' 00" W 270.07 feet to the Southeast comer of the previously described project area; Thence N 90 00' 00 W 40.0 feet. Thence N 00' 26' 19' W. JO.0 feet. Thence S 90' 00' 00' 20.0 feet to a Point of Beginning; Thence N 00' 26' 19' W. 662.28 feet. Thence S 89' 33' 41" W. 135.0 lest. Thence N 27 jr 49' W, 70.9 feet. Thence N 90' 00' 00' W 90.0 lose Thence S 44' 43' 18' W 505.0 feet. Thence S 28' 33' 08" W. 47.21 feet. Thence S 01' 17' 54" W, 511.14 feet- Thence S 53' 10' 34" W. 13.42 feet to a point along the East right -of -way fine of S. Lowe Avenue (a Oregon Avenue per Plot), sold point also being a Point of Termination. The sldelines of easement to be shortened or prolonged to meet at angle pant and /or boundary lines. 15, 00 FEET 1IDE UTZLfTY MU (By others) A fifteen (15) foot wile non - exclusive easement for utilities purposes lying seven and one -half (7.5) feet left and seven and one -hall (7.5) lest right of a centerline being more portk:ulady described as follows: For a Point of Reference Commence of the Southeast comer of said Lot 7. Thence S Sr S8' 02' W. 217.07 feet along the South boundary line of sold Lot 7. Thence deporting said South boundary line run N 00' 00' 00' W. 270.07 feet to the Southeast comer of the previously described project area, Thence N 90' 00' 00' W. 7.50 fact to o Point or Beginning; Thence S 00' 00' 00' E, 262.56 feet, There S 119' 59' 02' W. 47.61 feet. Thence N 89' 59' 35" W. 616.16 feet, Thence N 00' 00' 25' W 24.27 feet to a Point of Termination. The sidelines of easement to be shortened or prolonged to meet of angle point and/or boundary iinesi 40.00 FEAT z 42.69 I= LEASE AREA lying within the following described parent tract: The South 1212.4 feet of Lot 7, PINE LAKE GROVES, according to the Plat thereof as recorded In Plat Book. 9. Page' 27 of the Public Records of Seminole County. Florida. more particularly described as follows: Commence at the Southeast comer of sold Lot 7. Thence S 89' 58' 02' W, 217.07 feet along the South boundary line of sold Lot 7. Thence deporting sold South boundary line N 00' 00' 00" W 270.07 feet to the Southeast comer of a 30.00 feet x 40.00 feet area, also being the Point of Beginning of the following described parcel, Thence run N 90'00'00' W. 40.00 feet. Thence run S 00 E. 42.67 feet. Thence run S 90'00'00" E, 40.00 feet. Thence run N 00 W 42.67 feet to the Point of Beginning. Containing 1,706.8 square feet or 0.039 acres more or less. 20.00 FF:E1' INGM de EASENENENT lying within the following described parent truce The South 1212.4 feet of Lot 7, PINE LAKE GROVES, according to the Plat thereof as recorded In Plot Book 9. Pogo 27 of the Public Records of Seminole County, Florida , lying 10.00 feet on both sides of the following described centerline: Commence at the Southeast comer of sold Lot 7. Thence S 89' S8' 02" W. 217.07 foot along the South boundary Mo of said Lot 7. Thence departing sold South boundary line N 00' 00' 00" W, 227.40 feet to the Southeast comer of o 40.00 feet x .42.67 feet .area. Thence S 90' 00' 00' & 10.00 feet to the Point of Beginning: Thence N 00 W. 82.67 feet. Thence N 90' 00' 00' W. J0.31 leek- Thence N 00'26'19" W. 652.28 feet Thence S 69'33'41' W. 135.00 feet. Thence N 2737'49' W 70.90 feet. Thence N 90'00'00" W. 90.00 feet. Thence S 44'43'18' W, 505.00 fast. Thence S 26'33'08" W,• 47.21 feet, Thence S 01 W, 511. 14 feet, Thence S 53'10'J4' W. 13.42 feet to the East right -of -way line of Lowe Avenue, sold point also being o Pant of Termination. ' The "lines of easement to be shortened or prolonged to meet at angle points and project boundary Imes. - Notes: 1. This Exhibit may be replaced by a land survey of the Premises once it is received by Tenant. 2. Any setback of the Premises from the Property's boundaries shall be the distance required by the applicable governmental authorities. 3. Width of access road shall be the width required by the applicable governmental authorities, including police and fire departments. 4. The type, number and mounting positions and locations of antennas and transmission lines are illustrative only. Actual types, numbers and mounting positions may vary from what is shown above. EXH BIT 2 DESCRIPTION OF PREMISES Page � •of 13 to the Agreement dated _, by and between the City of Sanford, Florida, as Landlord, and AT &T WIRELESS SERVICES OF FLORIDA, INC., a Florida corporation, d/b /a AT &T WIRELESS SERVICES, as Tenant. The Premises are described and/or depicted as follows: M-- -T Wrd mLser%im SITE: OR-81 SANFORD WEST 1 1 1 • 1 1 (M ST 240 1 3TASaJ ACCESS I • 1 1 1 1 tasn�e Ta.a rwo aaTt I eaa Td�ie K PRDPONO IC —D' z+vtartt MKeJOt STAGUZED ACCESS . T MOCt DRIVE MIS a - Lwow - r+p 1 lU1R b IV" WPAIN tOIP�CNT �IIIOwO T CMV=3t P" • it aA a . n UuS A180 NT pRpppp , SITELAYOUT' aD �. y Notes: 1. This Exhibit may be replaced by a land survey of the Premises once it is received by Tenant 2. Any setback of the Premises from the Property's boundaries shall be the distance required by the applicable governmental authorities. 3. Width of access road shall be the width required by the applicable governmental authorities, including police and fire departments. 4. The type, number and mounting positions and locations of antennas and transmission lines are illustrative only. Actual types, numbers and mounting positions may vary from what is shown above i ` EXHIBIT Z DESCRIPTION OF PREMISES Page 3 of_ ! to the Agreement dated _, by and between the City of Sanford, Florida, as f Landlord, and AT &T WIRELESS SERVICES OF FLORIDA, INC., a Florida corporation, d/b /a AT &T WIRELESS SERVICES, as Tenant- The Premises are described and/or depicted as follows: ' 1 .a ? A 6 J J v: ti :n t t . MW 1 1 n°w aman 1 1 1. 1 • 1 , Mrns o I H _AZ= ACCEW 1 ' °D .o ° n w aa� 1 • aaeror. AOsswoor 1 FI „ Itl $UWECI• ' •� 1 G �ury ama, rllata itOPOSED LEASE ' sawNt (s oo E eY) 1.706." SQ. Fr ) it Mat 1 SSS DS�ALL r ax o WNW 1 41 IN 1 ` ,X +►'a� un�m a M Otat9t / YIt111' j t/t•bY �, MAC w ratr etr aair 1 asi y a taum u� er w r. rac a K u o M N otes* , L This Exhibit may be replaced by a land survey of the Premises once it is received by Tenant. 2. Any setback ofthe Premises from the Property's boundaries shall be the distance required by the applicable governmental authorities. 3. Width of access road shall be the width required by the applicable governmental authorities, including police and fire departments. ' 4. The type, number and mounting positions and locations of antennas and transmission lines are illustrative only. Actual types, numbers and mounting positions may vary from what is shown above. i Prepared by Stacy C. Frank, Esquire Frank & Gramling P.O. Box 1991 Tampa, FL 33601 -1991 Return to: AT &T Wireless Services Attn: Real Estate Counsel 11760 North U.S. Highway 1 West Tower, Third Floor North Palm Beach, Fl 33408 Cell Site No.: OR -81 /Sanford State: Florida County: Seminole MEMORANDUM OF LEASE This Memorandum of Agreement is entered into on this day of , 2000, by and between CITY OF SANFORD, FLORIDA, a municipal corporation organized and existing under the laws of the State of Florida, with an office at 300 North Park Ave., Sanford, Florida (hereinafter referred to as "Landlord ") and AT &T WIRELESS SERVICES OF FLORIDA, INC., a Florida corporation, d/b /a AT &T WIRELESS SERVICES, with an office at 11760 North U.S. Highway One, West Tower, 3rd Floor, North Pahn Beach, FL 33408 (hereinafter referred to as "Tenant" ). 1. Landlord and Tenant entered into an Option and Lease Agreement (" Agreement ") on the day of 2000, for the purpose of installing, operating and.maintaining a radio communications facility and other improvements. All of the foregoing are set forth in the Agreement. 2. The term of the Agreement is for an initial six (6) month option period, to be followed (unless a Release is recorded) by an initial term commencing on the date that Tenant commences construction and terminating on July 31, 2002, with four (4) successive five (5) year options to renew. 3. The land which is the subject of the Agreement is described in Exhibit 1 annexed hereto. The portion of the land being leased to Tenant (the "Premises ") is described in Exhibit 2 annexed hereto. 4. The Lease 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 Lease. FL Land Option 7128/99 IN WITNESS WHEREOF, the parties have executed this Memorandum of Lease as of the day and, year first above written. WITNESSES: "LANDLORD ". CITY OF SANFORD, FLORIDA, a municipal corporation organized and existing under the laws of Florida. By: Mayor of Sanford, Florida Print Name: By: Clerk of the City of Sanford, Florida Print Name: [SEAL] "TENANT" AT &T WIRELESS SERVICES OF FLORIDA, INC., a Florida corporation By: Walter D. Tanner Its: System Development Manager, Network Realization ;DGMENTS ON NEXT PAGE] FL Land Option 7!28/99 TENANT STATE OF ) ss: COUNTY OF ) The foregoing instrument was acknowledged before ;me this day of , by Walter D. Tanner, System Development Manager, Network Realization, of AT &T WIRELESS SERVICES OF FLORIDA, INC., a Florida corporation, d/b /a AT &T WIRELESS SERVICES, on behalf of the corporation, O who is personally known OR who has produced as identification. Notary Public Print Name: My Commission Expires: LANDLORD STATE OF ) ss: COUNTY OF ) The foregoing instrument was acknowledged before me this day of by the Mayor of Sanford, Florida, a municipal corporation organized and existing under the laws of Florida, ( )who is personally known OR O who has produced as identification. Notary Public Print Name: My Commission Expires: LANDLORD STATE OF ) ss: COUNTY OF ) The foregoing instrument was acknowledged before me this day of by , the Clerk of the City of Sanford, Florida, a municipal corporation organized and existing under the laws of Florida, ( )who is personally known OR O who has produced as identification. Notary Public Print Name: My Commission Expires: FL Land Option 7128199 i EXHIBIT 2 DESCRIPTION OF PREMISES I Page _of ,?L to the Agreement dated by and between the City of Sanford, Florida, as Landlord, and AT &T WIRELESS SERVICES OF FLORIDA, INC., a Florida corporation, d/b /a AT &T WIRELESS SERVICES, as Tenant. i , The Premises are described and/or depicted as follows: ' 20.00 FEET I/LDR ACCESS E AMM (BY others) A Twenty (20) foot wide non - exclusive access easement for ingress /egress and u tuttr ss purpose, tying ten (f0) feet left and ten (10) feet right of a contorting be /ng more partkulorty described as follows: For o Point of Reference Commence at the Southeast corner of said Lot 7; Thence S 89' 58' 02' W. 217.07 feet along the South boundary one of said Lot I � 7; Thence departing sold South boundary line N 00' 00' 00" W 270.07 feet to the Southeast comer of the previously described project area; Thence N 90' 00' 00' W. 40.0 feet' Thence N 00' 26' 19' W. J0.0 feet. Thence S 90' 00' OD' 20.0 feet to a Point of Beginning; Thence N 00' 26' 19' W. 662.28 feet' Thence S 89.' J3' 41' W, iJ&0 feet' Thence N 27' J7' 49' W 70.8 fee- Thence N 90' 00' 00' W 90.0 fee - Thence S 44' 43' 18' W. 505.0 fee- Thence S 28' 3J' 08' W. 4721 fee - Thence S 01' 17' 54' W. 511.14 fee - Thence S 5J' 10' 34" W. 13.42 feet to a point along the East right -of -way line of S. Lowe Avenue (S. Oregon Avenue per Plat), sold point also being a Point of Termination. The sidelines of easement to be shortened or prolonged to meet at angle point and /or boundary lines. 15.00 FEEL VMS U77LITr rre.Sl aw (BY others) A fifteen (15) foot wide non- exciusive easement for utilities purposes tying seven and one -half (7.5) feet left and seven and one -half (7.5) feel right of a centerline being more particularly described as follows: For a Point of Reference Commence of the Southeast comer of said Lot 7; Thence S 89' 58' 02' W, 2f707 feet along the South boundary line of said Lot 7; Thence departing said South boundary fine run N 00' 00' 00" W. 270.07 feet to the Southeast comer of the previously described project area, Thence N 90' 00' 00' W 750 feet to a Point of Beginning; Thence S 00' 00' 00" E 262.56 fee- Thence S 89' 59' 02' W 47.61 fee- Thence N 89' 59' 35' W, 616.16 fee- Thence N 00' 00' 25" W 24.27 feet to a Pant of Termination. The skWms of easement to be shortened or prolonged to most of angle point and/or boundary fines. 50.00 FEET z 41B7 ,FEEP .r,eait An>c!e tying within the following described parent Wet: The South 1212.4 feet of Lot 7, PINE LAKE GROVES, according to the Plat thereof as recorded In Plot Book, 9, Page 27 of the Public Records of Seminole County, Florida more par iculddy described as follows: Commence of the Southeast comer of said Lot 7. Thence S 89' 58' 02' W 217.07 loot along the South boundary fine of sold Lot 7; Thence departing said South boundary line N 00' 00' 00' W. 270.07 feet to the Southeast comer of a 30.00 feet x 40.00 feet are% at" being the Point of Beginning of the following described parcel; Thence run N 90 W. 40.00 feet; Thence run S 00'00'00' E. 42.67 feet; Thence nun S 90'0000' E, 40.00 feet; Thence run N 00'00'00' W 42.67 feet to the Point of Beginning. Containing 1,706.8 square feet or 0.039 acres more or less. 20.00 FEET NC F_S"OE¢S & U77LITY FA. E F.NT tying within the following described parent tract: The South 12124 feet of Lot 7 PINE LAKE GROVES, according to the Plat thereof as recorded in Plat Book 9, Pop 27 of the Public Records of Seminole County, Florida tying 10.00 feet on both sides of the following described centerline: Commence at the Southeast comer of said Lot 7; Thence S 89' 58' 02' W, 217.07 feet along the South boundary line of said Lot 7; Thence departing said South boundary One N 00' 00' 00' W. 227.40 feef to the Southeast comer of a 40.00 foot x .42.67 feet aroo, Thence S 90' 00' 00' E, 10.00 feet to the Point of Beginning: Thence N 00'00'00' W 62.67 fee - Thence N 90' 00' 00' W, 30.31 fee- Thence N 00'2819" W 652.28 fee - Thence 'S 89'33'41' W. 135.00 feet. Thence N 2737'49' W. 70.90 fee- Thence N 90'00'00" W. 90.00 feet. Thence S 44'43'18" W, 505.00 feet. Thence S 28'JJ08" W,' 47.21 feet' Thence S 01'1754' W, 511.14 fee - Thence S 53'l0J4' W IJ.42 toot to the East , right -of -way line of Lowe Avenue. said point also being a Point of Termination. ,. The sidelines of easement la be shortened or prolonged to meet of angle points and project boundary lines. y ; otcs: ' 1. This Exhibit may be replaced by a land survey of the Premises once it is received by TcnanL 2. Any setback of the Premises from We Property's boundaries shall be the distance required by the applicable governmental authorities. 3. Width of access road shall be the width required by the applicable governmental authorities, including police and fire departments. 4. The type, number and mounting positions and locations of antennas and transmission lines are illustrative only. Actual types, numbers and mounting positions may vary from what is shown above. -- - - -- -- - -- - -- - -- I ---- I -.- -rr—_._ o ., . ---- ..._..._... r ....__ ......... � .._ 4. The type, number and mounting positions and locations of antennas and transmission lines are illustrative only. Actual types, numbers and mounting positions may vary from what is shown above. I EXHIBIT 2 € 1 DESCRIPTION OF PREMISES Page of to the Agreement dated _, by and between the City of Sanford, Florida, as j Landlord, and AT &T WIRELESS SERVICES OF FLORIDA, INC., a Florida corporation, d/b /a AT &T WIRELESS SERVICES, as Tenant The Premises are described and/or depicted as follows:. ' N . LA VC�= to r. w OX own M I 1 '� frolaJm evrrortee 1 • r�Nmu>fiiNa� 1 1 67ITSTlNO ACCSS9 J 1 o 1 r ww W Ft $UBJECC 'C 1 IAJ CT'A s I'Au /nrcrJ I i nNR RO OSED LEASE rABla od.000 X zsr) �1 l ie war WNW 1 SE6 DS�AIL 1— Liras � � I .Nr �atc t r • 1 1 cram N gaab' • co rIL Iarllf 1 f rrsret' _ 'L _ _ — _ — _ _ •• _ _ — ---I — 11Z — — O --1 • WNve • dr S BB�SB�OS� A a "M PC or of t: RR R K Al— .f V € cc 8 � � L•) .. kkg I Otgl 1. This Exhibit may be replaced by a land survey of the Premises once it is received by Tenant 2. Any setback of the Premises firm the Property's boundaries shall be the distance required by the applicable governmental authorities. 3. Width of access road shall be the width required by the applicable governmental authorities. including police and fire departments. ' 4. The type, number and mounting positions and locations of antennas and transmission lines are illustrative only. Actual types, numbers and mounting positions may vary from what is shown above. Form W -9 Re uest for Tax a ti (Rev. December 1996) Department of the Treasury Internal Revenue Service q V y Identification Number and Certification y Name (if a joint account or you changes your name, see specinc instructions `a Business name, if different from above. (See Specific Instructions on page 2.) ` Check appropriate box: ❑ Individual/Sole proprietor ❑ Corporati Address (number, street, and apt. or suite no.) City, State, and ZIP code Give form to the requester. Do NOT send to the IRS. on page Other name Taxpayer Identification Number (TIN) List account number(s) here (optional) Enter your TIN in the appropriate box. For . individuals, this is your social security number (SSN). However, if you are a resident alien OR a Social security number sole proprietor, see the instruction on page 2. I ( -�- For other entities, it is your employer 7.F r Payees Exempt From Backup identification number (EIN). If you do not have a OR thholding (See the instructions number, see How To Get a TIN on page 2. Employer identification number page 2.) Note: If the account is in more than one name, I I see the chart on page 2 for guidelines on whose number to enter. ► Certification Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and 2. 1 am not subject to backup withholding because: (a) 1 am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding. Certification Instructions. – You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2. Does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the Certification, but you must provide your correct TIN. (See the instructions on page 2.) Here I Signature No- Date► Purpose of Form. —A person who is include interest, dividends, broker and 5. You do not certify your TIN when required to file an information return with barter exchange transactions, rents, required. See the Part III instructions on .. the IRS must get your correct taxpayer royalties, nonemployee pay, and certain page 2 for details. identificafion number (TIN) to report, for payments from fishing boat operators. Certain payees and payments are example, income paid to you, real estate Real estate transactions are not subject to exempt from backup withholding. See the transactions, mortgage interest you paid, backup withholding. Part II instructions and the separate acquisition or abandonment of secured If you give the requester your correct Instructions for the Requester of Form property, cancellation of debt, or TIN, make the proper certifications, and W -9. contributions you made to an IRA. report all your taxable interest and Penalties Use Form W -9 to give your correct TIN dividends on your tax return, payments Failure To Furnish TIN. if you fail to to the person requesting it (the requester) you receive will not be subject to backup furnish your.correct TIN to a requester, and, when applicable, to: withholding. Payments you receive will be you are subject to a penalty of $50 for 1. Certify e TIN you are giving is ty y g g ' subject to backup withholding if: each such failure unless your failure is due correct (or you are waiting for a number to 1. You do not furnish your TIN to the to reasonable cause and not to willful be issued), requester, or neglect. 2. Certify you are not subject to 2. The IRS tells the requester that you Civil Penalty for False Information With backup withholding, or furnished an incorrect TIN, or Respect to Withholding. —If you make a 3. Claim exemption from backup 3. The IRS tells you that you are false statement with no reasonable basis withholding if you are an exempt payee. subject to backup withholding because you that results in no backup withholding, you Note: Ifa requester gives you a form other did not report all your interest and are subject to a $500 penalty.' than a W -9 to request your TIN, you must dividends on your tax return (for reportable Criminal penalty for Falsifying use the requester's form if it is interest and dividends only), or information.— Willfully falsifying substantially similar to this Form W -9. 4. You do not certify to the requester certifications or affirmations may subject What Is Backup Withholding— Persons that you are not subject to backup ' you to criminal penalties including fines making certain payments to you must withholding under 3 above (for reportable and /or imprisonment. withhold and pay to the IRS 31% of such interest and dividend accounts opened Misuse of TINS. —If the requester payments under certain conditions. This is after 1983 only), or discloses or Uses TINS in violation of called "backup withholding." Payments that Federal law, the requester may be subject may be subject to backup withholding to civil and criminal penalties. Cat. No. 10231X Form w -9 (Rev. 12 -96) F I r• 1 Form W -9 (Rev. 12 -96) Page 1 1 Part II—For Payees Exempt From Backup and certain other income paid to you, Specific Instructions Withholding mortgage interest you paid, the acquisition or Name. —If you are an individual, you must Individuals (including sole proprietors) are not abandonment of secured property, cancellation of debt, or contributions you made generally enter the name shown on your social security card. However, if you have changed exempt from backup withholding. Corporations to an IRA. The IRS uses the numbers for your last name, for instance, due to marriage, are exempt from backup withholding for certain payments, suqh as interest and identification purposes and to help verify the accuracy of your tax return. The IRS may also without informing the Social Security Administration of the name change, enter your dividends. For more irlfprmation about exempt provide this information to the Department of first name, the last name shown on your social f payees, see the sepafate instructions for the Requester of Form W.9, Justice for civil and criminal litigation and to cities, states, and the District of Columbia to i security card, and your new last name. If you are exempt from backup carry out their tax laws. If the account is in joint names, list first withholding, you should still complete this form You must provide your TIN whether or not you and then circle the name of the person or to avoid possible erroneous backup are required to file a tax return. Payers must entity whose number you enter in Part 1 of the withholding. Enter your correct TIN in Part I, generally withhold 31% of taxable interest, form. write "Exempt" in Part 11, and sign and date the dividend, and certain other payments to a The grantor trusteel form• payee who does not give a TIN to a payer. Sole Pro lietor. —You must enter our A y Certain penalties may also apply. Individual name as shown on your social If you are a nonresident alien or a foreign security card. You may enter your business, entity not subject to backup withholding, give What Name and Number To trade, or "doing business as" name on the the requester a completed Form W-8, Exchange Accounts Opened After 1983 and business name line. Certificate of Foreign Status. Valve the Keq uester Other Entities. — Enter the business name For this type of account: Give name and SSN of: as shown on required Federal tax documents. 1. Individual The individual This name should match the name shown on Part II— Certification 2. Two or more The actual owner ofthe the charter or other legal document creating individuals Qotnt account or, if combined the entity. You may enter any business, trade, For a joint account, only the person whose TIN account) funds, the first individual on the accountl or "doing business as" name on the business is shown in part 1 should sign (when required). 3. Custodian account of The minor name line. 11. Interest, Dividend, and Barter a minor (Uniform Gift Exchange Accounts Opened Before 1984 to Minors Act) and Broker Accounts Considered Active 4. a. The usual The grantor trusteel Part I— Taxpayer Identification Number During 1983. You must give your correct TIN revocable savings (TIN) but you do not have to sign the certification. trust tr stee) Is You must enter your TIN in the appropriate 2. Interest, Dividend, and Barter b. so -caned trust The actual ownerl box. if you are a resident alien and you do not Exchange Accounts Opened After 1983 and account that Is not a legal or valid trust have and are not eligible to et an SSN, our g g y Broker Accounts Considered Inactive under state law TIN is your IRS individual taxpayer During 1983. You must sign the certification S. Sole proprietorship The owner Identification number (ITIN). Enter it in the or backup withholding will apply. If you are social security number box. If you do not have subject to backup withholding and you are For this type of account: Give name and EIN of: an ITIN, see How To Get a TIN below. merely providing your correct TIN to the requester, you must cross out item 2 in the 6. Sole proprietorship The owner If you are a sole proprietor and you have an certification before signing the form. 7. A valid trust, estate, or Legal entity EIN, you may enter either your SSN or EIN. 3. Real Estate Transactions. You must pension trust a. Corporate The corporation However, using your EIN may result in sign the certification. You may cross out item 9. Association, dub, The organization unnecessary notices to the requester. 2 of the certification. religious, charitable, Note: See the chart on this page for further 4. Other Payments. You must give your or other tax-exempt tax-exempt t clarification of name and TIN combinations. correct TIN, but you do not have to sign the y organization How To Get a TIN.—If you do not have a TIN, certification unless you have been notified that you have previously given an incorrect TIN. 10. Partnership The partnership The broker apply for one immediately. To apply for an "Other Payments" include payments made in 11. A broker or registered nominee or nominee SSN, get Form SS-5 from your local Social the course of the requester's trade or business 12. Account with the The public entity Security Administration office. Get Form W -7 for rents, royalties, goods (other than bills for Department of to apply for an ITIN or Form SS-4 to apply for merchandise), medical and health care Agriculture in the name an EIN. You can get Forms W -7 and SS-4 services (including payments to corporations), of a public entity (such as a state or local from the IRS by calling 1- 800 -TAX -FORM (1- payments to a nonemployee for services government, school 800- 829 - 3676). (including attorney and accounting fees), and district, or prison) that If you do not have a TIN, write "Applied payments to certain fishing boat crew receives agricultural For" in the space for the TIN, sign and date 9 members. ro payments List first ram and circle the name of the person whose the form, and give it to the requester. For 5. Mortgage Interest Paid by You, number you furnish. If only one person on a joint account interest and dividend payments, and certain Acquisition or Abandonment of Secured has an SSN, that person's number must be furnished. payments made with respect to readily property, Cancellation of Debt, or IRA 2 Ctrcle the minor's name and furnish the minor's SSN. tradable instruments, you will generally have Contributions. You must give your correct 3 You must show your individual name, but you may also 60 days to get a TIN and give it to the TIN, but you do not have to sign the enter your business or - doing business as" name. You may use either your SSN or EIN (if you have one). requester. Other payments are subject to certification. 4 List first and circle the name of the legal trust, estate, or backup Withholding.. pension trust. (Do not furnish the TIN of the personal Note: Writing Applied For" means that you Privacy Act Notice representative or trustee unless the legal entity itself is not designated In the account fide.) have already applied for a TIN OR that you intend to apply for one soon. Section 6109 of the Internal Revenue Code Note: If no name Is circled when more than one name is requires you to give your correct TIN to listed, the number will be considered to be that ofthe first arsons who must file information returns with name listed F the IRS to report interest, dividends, s � A 13 AM ii 20 Cell Site ID: OR- 081 /Sanford State: Florida County: Seminole FIRST AMENDMENT TO OPTION AND LEASE AGREEMENT This Agreement is entered into, as of this 3rd day of May, 2000, by and between CITY OF SANFORD, FLORIDA, a municipal corporation organized and existing under the laws of Florida, ( "Landlord ") , having an address at 300 North Park Ave., Sanford, Florida 32772 -1788 and AT &T WIRELESS SERVICES OF FLORIDA, INC., a Florida corporation ( "Tenant "), having an address at 11760 U. S. Highway One, West Tower, West Palm Beach, Florida 33408. RECITALS (A) Landlord owns that certain plot, parcel or tract of land, together with all rights and privileges arising in connection therewith, identified as 1701 Lowe Avenue, Seminole County, State of Florida and more particularly described in Exhibit 1 attached hereto (collectively, "Property). (B) On or about January 12, 2000, Landlord and Tenant entered into an Option and Lease Agreement (hereinafter referred to as "Lease "), whereby Landlord agreed to Lease a portion of the Property (Premises), as described in attached Exhibit 2, to Tenant for the purpose of constructing, operating and maintaining a Communications Facility as defined in Paragraph 2., "PERMITTED USE" of the Lease. (C) Landlord and Tenant desire to amend the Lease to increase the rent on an annual basis. Now therefore, in consideration of the sum of TEN DOLLARS and other good and valuable consideration, a receipt of which is hereby acknowledged, both Landlord and Tenant agree as follows: OPERATIVE PROVISIONS The above recitals are true and correct and are incorporated herein. Landlord and Tenant agree that Paragraph 5 (a) of the Lease is amended to include the following language: `Beginning with year two (2) of the Initial Term, and each year thereafter, including throughout any Extension Terms exercised, the annual rent will be increased by three percent (3 %) over the previous year's rent." Except as amended hereby, all of the terms and conditions of the Lease remain in full force and effect and the Parties acknowledge and agree that each Party is in full compliance with the terms of the Lease and that the Lease remains in good standing. IN WITNESS WHEREOF the Parties hereto set their hand and seal thiO day of May, 2000. (SIGNATURES ON FOLLOWING PAGE) OR -081.1 Amendment.4 -26 -00 Witnesses as to Landlord Print Name: n r . w s rd yu Lw il � W _ Witnesses as to Tenant & R, Print Name: o! .?>4- Prmt Name: UO rs n4i M - M 4� C,Y'S STATE OF FLORIDA COUNTY OF ORANGE fq_\W17i�i7:i� [SEAL] - CITY OF SANFORD, FLORIDA, a municipal corporation organized and xisting under the layj56f Florida By: ayor of Sanford, Florida Print Name: Larry A. Dale B Clerk of the City of k anford, F rida Pr mt Name: Janet R. Dougherty TENANT: AT &T WIRELESS SERVICES OF FLORIDA, INC., a Florida corporation Walter D. Tanner System Development Manager The foregoing instrument was acknowledged before me this 16 day of M 2000, by Walter D. Tanner, the System Development Manager of AT &T Wireless Services of Florid , Inc., a Florida corporation, on behalf of the corporation, w is personally known tome or has produced a — as identification. P% Ronda R Buza ** My Commission CC922130 Expires March 26.2004 c',- P. 8 WAZ, Notary Public 0 Print Name: J4- R. �9 My Commission Expires: OR -081.1` Amendment.4 -26 -00 STATE OF FLORIDA COUNTY OF SEMINOLE The foregoing instrument was acknowledged before me this L -+ day of M , 2000, by Larry A. Dale, the Mayor of Sanford, Florida, a municipal corporation existing under the laws of Florida, (J) who is personally known to me OR ( } who has produced - as identification. !� DIANE CREWS COMMISSION # CC 655670 EXPIRES JUN 15, 2001 BONDED THRU ) ATLANTIC BONDING CO., INC. c 2 ct';� Notary Public Print Name: Cr ew My Commission Expires: unu I S 2 C0 1 STATE OF FLORIDA COUNTY OF SEMINOLE The foregoing instrument was acknowledged before me this L [ 4 h day of M QV , 2000, by Janet R Dougherty, the Clerk of the City of Sanford, Florida, a municipal corporation existing under the laws of Florida, ( who is personally known to me OR ( ) who has produced as identification. DIANE CREWS COMMISSION # CC 655670 EXPIRES JUN )5 2001 BONDED THRU (*O CO., INC. _ c Notary Public Print Name: 1 Q rvz C 2 W S My Commission Expires: L5 - 00 OR- 081.1 Amendment.4 -26-00 EXHIBIT 1 To the Agreement dated the 3rd day of May, 2000, by and between the City of Sanford, Florida, as Landlord, and AT &T Wireless Services of Florida, Inc., a Florida corporation, d/b /a AT &T Wireless Services, as Tenant The Property is described and/or depicted as follows: The South 1212.4 feet of Lot 7, PINE LAIE GROVES, according to the plat thereof as recorded in Plat Hook 9, Page 27, of the Public Records of Seminole County, Florida. OR -081.1" Ammdment.4 -26 -00 EXHIBIT 2 (Page 1 of 3) To the Agreement dated the 3rd day of May, 2000, by and between the City of Sanford, Florida, as Landlord, and AT &T Wireless Services of Florida, Inc., a Florida corporation, d/b /a AT &T Wireless Services, as Tenant The Premises is described and/or depicted as follows: 20.00 FESI' ME ACCESS EASEMENT A othero) A Twenty (20) foot wide non - exclusive access easement for ingress /egress and utilities purpose, lying ten (10) feet left and ten (10) feet right of a centerlins being more partcularly described as follows: For a Point of Reference Commence at the Southeast corner of said Lot 7; Thence S 89' 58' 02' W, 217.07 feet along the South boundary line of said Lot 7; Thence departing sold South boundary line N 00' 00' 00' W. 270.07 feet to the Southeast comer of the previously described project area; Thence N 90' 00' 00' W. 40.0 feet, Thence N 00' 26' 19' W. JO.0 feet; Thence S 90' 00' 00' & 10.'0 feet to a Point of Beginning. Thence N 00' 26' 19' W, 662.18 feet; Thence S 89,: 33' 41' W. 035.0 feet; Thence N 27' J7' 49' W, 70.9 feet; Thence N 90' 00' 00' W. 90.0 feet Thence S 44' 43' 18' W. 505.0 feet; Thence S .28' J3' 08' W, 47,21 feet Thence S O1' 17' 54' W, $11.14 feet Thence S 53' f0' J4' W, 13.42 feet to a point along the East right -of -way line of S. Lowe Avenue (S. Oregon Avenue per Plat), sold point also being a Point of Termination. The sidelines of easement to be shortened or prolonged to meet of angle point and/or boundary Unee. 15.00 FEET nE rN .Irv�s_EMENT (By others) A fifteen (15) foot wide non - exclusive easement for utilities purposes lying seven and one -half (7.5) feet left and seven and one -hall (7.5) feet right of a centertine being more particularly described as lollows: For a Point of Reference Commence at the Southeast comer of said Lot 7; Thence S 89' 58' 02' W, 217.07 feet. along the South boundary fine of sold Lot 7; Thence departing sold South boundary line run N 00' 00' 00' W. 270.07 feel to the Southeast comer of the previously described project area; Thence N 90' 00' 00' W. 7.50 feet to a Point of Beginning; Thence S 00' 00' 00" E. 262.56 feet; Thence S 89' 59' 02' W, 47.61 feel; Thence N 89' 59' 35' W, 616.16 feet, Thence N 00' 00' 25' W, 24.27 feet to o Point of Termination. The sidelines of easement to be shortened or prolonged to meet at angle point and/or boundary lines. 4000 FEET x 4267 FEET LUIV, EEe tying within the following described parent tract: The South 1212.4 feel of Lot 7, PINE LAKE GROVES, according to the Plot thereof as recorded In Plat Book, 9, Page 27 of the Public Records of Seminole County, Florida. mom particularly described as follows. Commence at the Southeast comer of said Lot 7; Thence S 89' 58' 02' W, 217.07 feet along the South boundary fine of said Lot 7; Thence deporting said South boundary line N 00' 00' 00' W, 270.07 feet to the Southeast comer of a JO.00 feet x 40.00 feet area, also being the Point of Beginning of the following described parcel. Thence run N 9(700'00' W. 40.00 feel; Thence run S 00'00'00' E, 42.67 feet; Thence run S 90'00'00' E, 40.00 feel; Then" run N 00'00'00' W, 42.67 feet to the Point of Beginning. Containing 1,706.8 square feet or O.OJ9 acres more or less. 20.00 FEET LM2WM /EG= & U71UTY EecP,uFNT lying within the following described parent tract: The South 1212.4 feet of Lot 7, PINE (AKE GROVES according to the Platu thereof as recorded In Plot Book 9, Page 27 of the Public Records of Seminole County, Florida. tying 10.00 feet on both sides of the following described centerline: Commence of the Southeast comer of said Lot 7; Thence S 89' 58' 02' W, 217.07 feet along the South boundary line of said Lot 7; Thence departing said South boundary line N 00' 00' 00' W. 227,40 feet to the Southeast comer of a 40.00 feet x .41.67 feet ores; Thence S 90' 00' 00" E, 10.00 feet to the Point of Beginning; Thence N 00'00'00' W, SZ67 feet; Thence N 90' 00' 00' W. Jo.31 feet Thence N 007209' W. 652.28 feet; Thence S 89'3341' W. 115.00 feet Thence N 22"J7'49' W. 70.90 feet Thence N 90'00'00' W, 90.00 feet; Thence S 44'4318' W, 565.00 feet; Thence S 28'JJ'08' W,' 47.21 feet Thence S 01'17'54' W, 511.14 feet Thence S 53'1034' W, iJ.42 feet to the East right -of -way line of Lowe Avenue, said point also being a Point of Termination. The sidelines of easement to be shortened or prolonged to meet at angle points and project boundary lines. OR -081.1 Amendment.4 -26 -00 EXHIBIT 2 (Page 2 of 3) To the Agreement dated the 3rd day of May, 2000, by and between the City of Sanford, Florida, as Landlord, and AT &T Wireless Services of Florida, Inc., a Florida corporation, d/b /a AT &T Wireless Services, as Tenant The Premises is described and /or depicted as follows: AT T' W�eless servkDes SITE: OR -81 SANFORD WEST 1 1 I - 1 1 I 1 DOST 210 1 u�na wq.PUt tm No w[ PROPOSED 20' -0' W IOCD FAR s -2- ml --- xu up"N PM •F \ n n1"a� Ana rlw w." 1 PRO�P;O W LEASE .ozm MUM SITE LAYOU1 aD OR- 081.1 Amendment.4 -26 -00 6 EXHIBIT 2 (Page 3 of 3) To the Agreement dated the 3rd day of May, 2000, by and between the City of Sanford, Florida, as Landlord, and AT &T Wireless Services of Florida, Inc., a Florida corporation, d/b /a AT &T Wireless Services, as Tenant The Premises is described and/or depicted as follows: NNIM MIRUM •�F 7 Oft - 4 A d R S 89 R I 1 $UB ;TRACT + r►'� J .rt.+anu 1 ;.... g �u aMr aware ! 1 �rn °Rmnoe.t ROP.OSEDLEASEI j AREA (46.00' t 42.6') 1.706.8.* SQ. FT) SSE DETAIL s ! 1 i ! ! — b a eeem•. awnr us > ur n ra r. n a ; '90 }.88 (CALC.) , OR -081.1x Amendment.4 -26 -00 7 1 } 1 I' 1 } w .I N " I N R v i ° o _ t 1 1 �$ } 1 —MaSMM ACC= J 1 _I �1 1 I I I aoar �� 1 4i r' NNIM MIRUM •�F 7 Oft - 4 A d R S 89 R I 1 $UB ;TRACT + r►'� J .rt.+anu 1 ;.... g �u aMr aware ! 1 �rn °Rmnoe.t ROP.OSEDLEASEI j AREA (46.00' t 42.6') 1.706.8.* SQ. FT) SSE DETAIL s ! 1 i ! ! — b a eeem•. awnr us > ur n ra r. n a ; '90 }.88 (CALC.) , OR -081.1x Amendment.4 -26 -00 7