Lease_Agreement_Sample.pdf

RFP-19-10765-TP Due Date & Time: Beginning January 13, 2019 and continuing through January 16, 2024 at 2:00 PM Local Time

Advertised Date: Beginning Sunday, January 13, 2019 and continuing through Tuesday, January 16, 2024

Procurement Analyst: Ted Phillips Email: ted.phillips@osceola.org

Respond to: 1 Courthouse Square, Suite 2300, Kissimmee, Florida 34741 Phone: (407) 742-0900 Fax: (407) 742-0901

Title : Communications Tower Site Leasing on Osceola County Government Properties

Rev. 05-2016

ATTACHMENT “N”

SAMPLE Communication Tower Lease Agreement

COMMUNICATION TOWER LEASING AGREEMENT

BETWEEN OSCEOLA COUNTY AND <INSERT TENANT NAME HERE>

THIS COMMUNICATION TOWER LEASING AGREEMENT (“Agreement”), made by and between OSCEOLA COUNTY, a political subdivision of the State of Florida, 1 Courthouse Square, Kissimmee, Florida 34741 (hereinafter referred to as the “LANDLORD”) and <INSERT TENANT FULL NAME AND

ADDRESS WITH NO ABBREVIATIONS HERE>, by and through <INSERT NAME AND TITLE OF PERSON

ACTING ON BEHALF OF TENANT> (hereinafter referred to as the “TENANT”). The LANDLORD and

TENANT are at times collectively referred to as the “Parties”.

RECITALS:

WHEREAS, the Parties are desirous of entering into a mutually beneficial agreement pursuant to the stipulations and parameters of Request for Proposal RFP-19-10765-TP, titled “Communications Tower Site

Leasing on Osceola County Government Properties” and, WHEREAS, the TENANT has proven by their response to the solicitation and their good faith negotiations that they are a viable and willing party to this Lease Agreement; and

WHEREAS, the Parties do hereby acknowledge and accept the terms and conditions set forth in this

Agreement, NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration provided by each party hereto, the Parties agree as follows:

1. PREMISES.

The LANDLORD hereby leases to the TENANT a parcel of land as more particularly described in

EXHIBIT “A”, located in Osceola County, Florida, with an address of <INSERT STREET ADDRESS HERE>

(hereinafter referred to as “Property”) for the installation of the TENANT's equipment building as shown on

EXHIBIT "B”. The TENANT shall the non-exclusive right for ingress and egress, seven (7) days a week, twenty-four (24) hours a day, on foot or motor vehicle, including trucks, and for the installation and maintenance of utility wires, poles, cables, conduits, and pipes over, under, or along a twenty (20) foot wide access point extending from the nearest public right-of-way as more particularly described in EXHIBIT "C" (otherwise referred to as

“Easement”). The tower space, Property and easement are collectively referred to as the "Premises".

A. The LANDLORD grants permission to the TENANT to install, maintain and operate the communications equipment, antennas and appurtenances described in EXHIBIT "B" attached hereto, and the TENANT shall pay for all of the tower modifications necessary to accommodate the additions.

B. The TENANT reserves the right to replace the aforementioned equipment with similar and comparable equipment provided said replacements do not create interference with existing equipment or emergency frequencies, subject to the LANDLORD’S written consent, which consent shall not be unreasonably withheld, conditioned or delayed. Any security interest or other encumbrances may not attach to the

LANDLORD or Property as a result of the financing, construction, or use of the property by the

TENANT.

2024 at 2:00 PM Local Time

Advertised Date: Beginning Sunday, January 13, 2019 and continuing through Tuesday, January 16, 2024

Procurement Analyst: Ted Phillips Email: ted.phillips@osceola.org

Respond to: 1 Courthouse Square, Suite 2300, Kissimmee, Florida 34741

2. EFFECTIVE DATE/DUE DILIGENCE PERIOD.

This Agreement shall be effective on the date of execution by the LANDLORD (“Effective Date”).

Beginning on the Effective Date and continuing until the Term Commencement Date as defined in Paragraph 3 below (“Due Diligence Period”), the TENANT shall only be permitted to enter the Property for the limited purpose of making appropriate engineering and boundary surveys, inspections, and other reasonably necessary investigations and signal, topographical, geotechnical, structural and environmental tests (collectively, “Investigations and Tests”) that the TENANT may deem necessary or desirable to determine the physical condition, feasibility and suitability of the Premises. Upon the TENANT’s request, the LANDLORD agrees to provide the TENANT copies of all plans, specifications, surveys and Tower maps for the Land and Tower. The

Tower map shall include the elevation of all antennas on the Tower and the frequencies upon which each operates.

In the event that the TENANT determines, during the Due Diligence Period, that the Premises are not appropriate for the TENANT’s intended use, or if for any other reason, or no reason, the TENANT decides not to commence its tenancy of the Premises, then the TENANT shall have the right to terminate this Agreement without penalty upon written notice to Owner at any time during the Due Diligence Period and prior to the Term Commencement

Date. The LANDLORD and the TENANT agree that the TENANT’s access to the Property during this Due

Diligence Period shall be solely for the limited purpose of performing the Investigations and Tests, and that the

TENANT shall not be considered an owner or operator of any portion of the Property, and shall have no tenancy or control of any portion of the Property (except as expressly provided in this Paragraph 2), prior to the Term

Commencement Date.

3. TERM COMMENCEMENT DATE AND RENT.

A. This Agreement shall be effective as of the date of execution by the LANDLORD, provided, however, the initial term shall be for ten (10) years and shall commence on the Commencement Date (as hereinafter defined) at which time rental payments will be due at a monthly rental of <INSERT FULL

WRITTEN WORDS> and <XX>/100 Dollars (<INSERT NUMERICAL AMOUNT IN

PARENTHESES>) and any applicable taxes, to be paid within fifteen (15) days of the Commencement

Date and thereafter on the first day of the month, in advance, to the LANDLORD.

B. The Commencement Date is defined as the later of (a) the first (1st) day of the month following the date this Agreement is executed by the parties, or (b) the first (1st) day of the month following the date the TENANT is granted a building permit by the governmental agency charged with issuing such permits.

C. If the Commencement Date does not occur within 180 days of the Effective Date, the LANDLORD has the right to terminate the Agreement in its sole discretion.

D. Rent shall be increased each year on the anniversary of the Commencement Date to an amount equal to <INSERT WRITTEN PERCENTAGE AMOUNT> (<INSERT NUMERICAL PERCENTAGE

AMOUNT IN PARENTHESES)> of the monthly Rent for the last full calendar month immediately prior to the month of adjustment.

4. EXTENSIONS.

This Agreement shall automatically be extended for up to three (3) additional five (5) year terms (not to exceed a total of fifteen years), unless, the TENANT terminates it at the end of the then current term by giving the

2024 at 2:00 PM Local Time

Advertised Date: Beginning Sunday, January 13, 2019 and continuing through Tuesday, January 16, 2024

Procurement Analyst: Ted Phillips Email: ted.phillips@osceola.org

Respond to: 1 Courthouse Square, Suite 2300, Kissimmee, Florida 34741

LANDLORD written notice of the intent to terminate at least six (6) months prior to the end of the then current term in accordance with the notice provision outlined in Section 21 of this Agreement.

5. TERMINATION.

This Agreement may be terminated without further liability as follows:

A. By the LANDLORD if the TENANT fails to cure a default of payment due under this Agreement within fifteen (15) days after the TENANT’s receipt of written notice of default from the LANDLORD;

B. By either party upon a default of any covenant or term hereof by the other party which default is not cured within thirty (30) days of receipt of written notice of default, except that the Agreement shall not be terminated if the default cannot reasonably be cured within such thirty (30) day period and the defaulting party has commenced to cure the default within such thirty (30) day period and diligently pursues the cure to completion;

C. By the TENANT if it does not obtain or maintain any license, permit or other approval necessary for the construction and operation of the TENANT Facilities and properly notifies LANDLORD;

D. By the TENANT if it is unable to occupy and utilize the Premises due to an action of the Federal

Communications Commission (FCC), including without limitation, a take back of channels or change in frequencies;

E. By the TENANT if it determines that the Premises are not appropriate for its operations for economic or technological reasons, including, without limitation, signal interference.

The TENANT acknowledges and agrees that in the event this Agreement is terminated pursuant to this section at any time during the Term of this Agreement, the TENANT shall pay the LANDLORD a termination fee equal to the Rent due for the remaining balance of the Term up to a maximum amount of <INSERT FULL

WRITTEN WORDS> and <XX>/100 Dollars (<INSERT NUMERICAL AMOUNT IN PARENTHESES>)

(“Termination Fee”). The TENANT shall pay the LANDLORD the Termination Fee no later than the effective date of the termination of this Agreement.

6. ANNUAL TERMINATION.

Notwithstanding anything to the contrary contained herein, provided the TENANT is not in default hereunder and shall have paid all rents and sums due and payable to the LANDLORD by the TENANT, the

TENANT shall have the right to terminate this Agreement upon the annual anniversary of this Agreement provided that three (3) months prior notice is given the LANDLORD. Similarly, the LANDLORD shall have the right to terminate this Agreement upon the annual anniversary of this Agreement provided that three (3) months’ notice is given to the TENANT.

7. REMOVAL UPON TERMINATION.

A. The TENANT, upon termination of the Agreement, shall, within ninety (90) days, remove its building(s), antenna structure(s), footings, fixtures and all personal property and otherwise restore the

Property to its original condition.

B. The LANDLORD agrees and acknowledges that all of the equipment, fixtures and personal property of the TENANT shall remain the personal property of the TENANT and the TENANT shall have the

2024 at 2:00 PM Local Time

Advertised Date: Beginning Sunday, January 13, 2019 and continuing through Tuesday, January 16, 2024

Procurement Analyst: Ted Phillips Email: ted.phillips@osceola.org

Respond to: 1 Courthouse Square, Suite 2300, Kissimmee, Florida 34741 right to remove the same, whether or not said items are considered fixtures and attachments to real property under applicable law. If such time for removal causes the TENANT to remain on the Premises after termination of this Agreement, the TENANT shall pay rent at the then existing monthly rate or on the existing monthly pro-rata basis if based upon a longer payment term, until such time as the removal of the building, antenna structure, fixtures and all personal property are completed, whether or not the aforementioned remain in use by the TENANT.

8. USE GOVERNMENTAL APPROVALS AND OTHER REQUIREMENTS.

A. The TENANT shall use the Premises for the purpose of constructing, maintaining and operating a communications facility and uses incidental and all necessary appurtenances. All improvements shall be at the TENANT's expense and the installation of all improvements shall be at the discretion and option of the TENANT. The TENANT shall have the right to replace, repair, add or otherwise modify its equipment or any portion thereof, whether the equipment is specified or not on any exhibit attached hereto, during the term of this Agreement, subject to the LANDLORD’S written consent, which consent shall not be unreasonably withheld, conditioned or delayed. The TENANT shall provide the

LANDLORD a certification from an engineer licensed in the State of Florida that the tower can accommodate all necessary equipment being installed by the TENANT prior to installation. The

TENANT will maintain the Premises in a good condition reasonable wear and tear excepted.

B. It is understood and agreed that the TENANT's ability to use the Property is contingent upon its obtaining after the execution date of this Agreement all of the certificates, permits and other approvals

(collectively the “Governmental Approvals”) that may be required by any Federal, State or Local authorities as well as satisfactory soil boring tests which will permit the TENANT use of the Premises as set forth above.

C. In the event that any of such applications for such Governmental Approvals should be finally rejected or the TENANT determines that such Governmental Approvals may not be obtained in a timely manner or any Governmental Approval issued to the TENANT is canceled, expires, lapses, or is otherwise withdrawn or terminated by governmental authority or soil boring tests are found to be unsatisfactory so that the TENANT in its sole discretion will be unable to use the Premises for its intended purposes or the TENANT determines that the Property is no longer technically compatible for its intended use, the TENANT shall have the right to terminate this Agreement.

D. Notice of the TENANT's exercise of its right to terminate shall be given to the LANDLORD in writing by certified mail, return receipt requested, and shall be effective at the end of the then-current monthly rental period.

E. All rentals paid to said termination date shall be retained by the LANDLORD, and, LANDLORD’s acceptance of a partial payment does not constitute wavier of default by Landlord. Upon termination for reasons set forth in this Section 8, this Agreement shall become null and void and all the Parties shall have no further obligations including the payment of money, to each other.

9. ACCESS TO TOWER.

The LANDLORD agrees the TENANT shall have free access to the Tower at all times for the purpose of installing and maintaining the said equipment. The LANDLORD shall allow the TENANT the necessary means of access for the purpose of ingress and egress to this site and Tower location. It is agreed, however, that only

2024 at 2:00 PM Local Time

Advertised Date: Beginning Sunday, January 13, 2019 and continuing through Tuesday, January 16, 2024

Procurement Analyst: Ted Phillips Email: ted.phillips@osceola.org

Respond to: 1 Courthouse Square, Suite 2300, Kissimmee, Florida 34741 authorized engineers, employees or properly authorized contractors of the TENANT or persons under their direct supervision will be permitted to enter said premises.

10. TOWER COMPLIANCE.

The TENANT covenants that it will keep the Tower in good repair as required by all federal, state, county and local laws. The TENANT shall also comply with all rules and regulations enforced by the Federal

Communications Commission (FCC) with regard to the lighting, marking and painting of towers. If the TENANT fails to make such repairs, including maintenance, the LANDLORD may, but, shall not be required to make the repairs and the costs thereof shall be payable to the LANDLORD by the TENANT on demand. If the TENANT fails to tender payment to the LANDLORD within thirty (30) days after such demand, the LANDLORD may deem the TENANT to be in default of this Agreement in accordance with Section 5.

A. All antenna(s) on the Tower must be identified by a marking fastened securely to its bracket on the

Tower and all transmission lines are to be tagged at the conduit opening where it enters any user's equipment space.

B. The LANDLORD shall maintain all access roadways from the nearest public roadway to the Premises in a manner sufficient to allow pedestrian and vehicular access at all times under normal weather conditions.

11. INTERFERENCE.

A. The TENANT agrees to have installed radio equipment of the type and frequency, which will not cause measurable interference to the equipment existing as of the date this Agreement, is executed by the

Parties of the LANDLORD or other TENANT’s of the Property. In the event the TENANT's equipment causes such interference, and after the LANDLORD has notified the TENANT of such interference, the TENANT will take all steps necessary to correct and eliminate the interference.

B. The LANDLORD agrees that the LANDLORD and any other tenants of the property who currently have or in the future take possession of the Property will be permitted to install only such radio equipment that is of the type and frequency which will not cause measurable interference to the existing equipment of the TENANT, provided that potential interference arising from public safety radio transmitting equipment upgrades shall be addressed as follows: the LANDLORD shall provide the

TENANT with reasonable notice of all pending upgrades with sufficient information for the TENANT to determine potential for interference with the TENANT’s equipment. If the TENANT determines that such interference may result from the upgrades, or results from the upgrades, the Parties will cooperate to determine if the interference can be resolved by measures other than the TENANT vacating the Premises (i.e. moving the TENANT’s antennas on the tower). If such a solution is acceptable to the TENANT’s engineers, the Parties will implement the solution. If such a solution cannot be found, the TENANT shall vacate the Tower, but shall be entitled to locate and operate a cell-on wheels on the LANDLORD’s property which contains the Premises for a up to a maximum of six

(6) months, or until an alternative site is located and put into operation, whichever comes first.

Thereafter, the TENANT shall have the right to terminate this Agreement upon the location of an alternative site. If the LANDLORD provides an alternative site on other land owned or leased by the

LANDLORD that is agreeable to the TENANT, the lease shall remain in effect. The TENANT understands and agrees to assume all expenses incurred that are related, either directly or indirectly, to the relocation of the Tower or operation of a cell-on wheels.

2024 at 2:00 PM Local Time

Advertised Date: Beginning Sunday, January 13, 2019 and continuing through Tuesday, January 16, 2024

Procurement Analyst: Ted Phillips Email: ted.phillips@osceola.org

Respond to: 1 Courthouse Square, Suite 2300, Kissimmee, Florida 34741

12. TENANT COMPLIANCE.

All installations and operation in connection with this Agreement by the TENANT shall meet with all applicable Rules and Regulations of the Federal Communications Commission (FCC), Federal Aviation Agency

(FAA), and all applicable codes and regulations of the township, county and state concerned. Under this

Agreement, the LANDLORD assumes no responsibility for the licensing, operation, and/or maintenance of the

TENANT's radio equipment. Nothing contained in this Agreement shall be construed as a waiver of or contract with respect to the regulatory and permitting authority of LANDLORD as it now or hereafter exists under all applicable laws, rules and regulations, nor shall anything herein be construed as LANDLORD’S consent or approval as to any regulatory or permitting matters.

13. LIABILITY AND INDEMNIFICATION.

A. The TENANT shall indemnify, defend and hold the LANDLORD, its elected and appointed officials, agents, servants and employees harmless from and against all claims, losses, liabilities, damages, costs, and expenses (including, but not limited to, reasonable attorneys’ and consultants’ fees, costs and expenses) (collectively “Losses”) arising from the TENANT’s breach of any term or condition of this

Agreement or from the negligence or willful misconduct of the TENANT’s agents, employees or contractors in or about the Land.

B. Additionally, the TENANT hereby agrees that TENANT shall not sue or seek damages from the

LANDLORD in connection with any losses arising out of the TENANT’s construction, operation or repair of the TENANT’s Facilities, except to the extent said losses are attributable to negligent or intentional act or omission of the LANDLORD. The duties described in this section shall apply as of the Effective Date of this Agreement and survive the termination of this Agreement.

C. Nothing contained in this paragraph or elsewhere in this Agreement is in any way intended to be a waiver of the limitation placed upon the LANDLORD’s liability as set forth in Section 768.28, Florida Statutes, or to extend the LANDLORD’s liability beyond the limits established in said Section 768.28; and no claim or award against the LANDLORD shall include attorney’s fees, investigative costs, expert fees, suit costs or pre-judgment interest.

14. INSURANCE.

The TENANT, at the TENANT’S sole cost and expense, shall procure and maintain commercial general liability (“CGL”) insurance covering bodily injury and property damage with a combined single limit of at least

One Million and 00/100 Dollars ($1,000,000.00) per occurrence. Subject to the standard exclusions and limitations of CGL policies, such insurance shall insure, on an occurrence basis, against all liability of the TENANT, its employees and agents arising out of or in connection with the TENANT’S use of the Premises, all as provided for herein. Within ten (10) days following the Effective Date, the TENANT shall provide the LANDLORD with a certificate of insurance (“COI”) evidencing the coverage required by this Section 14. Alternatively, the TENANT shall have the option of providing the LANDLORD with evidence of such coverage electronically by providing to the LANDLORD a Uniform Resource Locator (“URL”) Link to access the TENANT’S memorandum of insurance

(“MOI”) website in order for the LANDLORD to review the coverage required by this Section 14. The Landlord shall be named as additional insured on the TENANT’S policy required herein.

15. RIGHT OF FIRST REFUSAL.

2024 at 2:00 PM Local Time

Advertised Date: Beginning Sunday, January 13, 2019 and continuing through Tuesday, January 16, 2024

Procurement Analyst: Ted Phillips Email: ted.phillips@osceola.org

Respond to: 1 Courthouse Square, Suite 2300, Kissimmee, Florida 34741

Except in the case of sale or transfer to another governmental entity, if the LANDLORD during the lease term or any extension of the lease term elects to sell all or any portion of the Property, whether separately or as part of the larger parcel of which the Property are a part, the TENANT shall have the right of first refusal to meet any bona fide offer of sale on the same terms and conditions of such offer. If the TENANT fails to meet such bona fide offer within thirty (30) days after notice thereof from the LANDLORD, the LANDLORD may sell the

Property or portion thereof to such third person in accordance with the terms and conditions of the offer.

16. RIGHTS UPON SALE.

Should the LANDLORD, at any time during the term of this Agreement, decide to sell all or any part of the Property to a purchaser other than the TENANT, such sale shall be under and subject to this Agreement and the TENANT's rights hereunder, and any sale by the LANDLORD of the portion of this Property underlying the easement herein granted shall be under and subject to the right of the TENANT in and to such easement.

17. QUIET ENJOYMENT.

The LANDLORD covenants that the TENANT, on paying the rent and performing the covenants, shall peaceably and quietly have, hold and enjoy the Premises.

18. INTEGRATION.

It is agreed and understood that this Agreement contains all agreements, promises and understandings between the LANDLORD and the TENANT and that no verbal or oral agreements, promises or understandings shall be binding upon either the LANDLORD or the TENANT in any dispute, controversy or proceeding at law, and any addition, variation or modification to this Agreement shall be void and ineffective unless made in writing signed by the Parties. In the event any provision of the Agreement is found to be invalid or unenforceable, such finding shall not effect the validity and enforceability of the remaining provisions of this Agreement. The failure of either Party to insist upon strict performance of any of the terms or conditions of this Agreement or to exercise any of its rights under the Agreement shall not waive such rights and such Party shall have the right to enforce such rights at any time and take such action as may be lawful and authorized under this Agreement, either in law or in equity.

19. GOVERNING LAW.

The laws of the State of Florida shall control and govern this Agreement and any disputes arising hereunder.

Venue shall be Osceola County, Florida, or in the Middle District of Florida, Orlando Division, as appropriate.

The Parties consent to jurisdiction in said courts and waive their right to a jury trial.

20. ASSIGNMENT.

A. This Agreement may be sold, assigned or transferred by the TENANT without any approval or consent of the LANDLORD to the TENANT's principal, affiliates, subsidiaries of its principal or to any entity which acquires all or substantially all of TENANT's assets in the market defined by the Federal

Communications Commission (FCC) in which the Property is located by reason of a merger, acquisition or other business reorganization so long as TENANT provides written notice of assignment to

LANDLORD.

B. As to other parties, this Agreement may not be sold, assigned or transferred without the written consent of the LANDLORD, which such consent will not be unreasonably withheld or delayed. Upon

2024 at 2:00 PM Local Time

Advertised Date: Beginning Sunday, January 13, 2019 and continuing through Tuesday, January 16, 2024

Procurement Analyst: Ted Phillips Email: ted.phillips@osceola.org

Respond to: 1 Courthouse Square, Suite 2300, Kissimmee, Florida 34741 assignment, the TENANT shall be relieved of all future performance, liabilities, and obligations under this Agreement, provided that the assignee assumes all of the TENANT’s obligations herein.

C. The LANDLORD may assign this Agreement, which assignment may be evidenced by written notice to the TENANT within a reasonable period of time thereafter, provided that the assignee assumes the entire LANDLORD’s obligations herein, including but not limited to, those set forth in Paragraph 31

(“Waiver of Landlord’s Lien”). This Agreement shall run with the Land and shall be binding upon and inure to the benefit of the parties, their respective successors, personal representatives, heirs and assigns.

D. Notwithstanding anything to the contrary contained in this Agreement, the TENANT may assign, mortgage, pledge, hypothecate or otherwise transfer without notice or consent its interest in this

Agreement to any financing entity, or agent on behalf of any financing entity to whom the TENANT:

(1) has obligations for borrowed money or in respect of guaranties thereof,

(2) has obligations evidenced by bonds, debentures, notes or similar instruments,

(3) has obligations under or with respect to letters of credit, bankers acceptances and similar facilities or in respect of guaranties thereof.

E. With LANDLORD’S written consent, which consent shall not be withheld, conditioned or delayed, the

TENANT shall be allowed to sub-lease/collocate space on the Tower. Sub-lease/collocation shall in no way relieve the TENANT of any obligations or duties set forth herein and the LANDLORD may look solely to the TENANT for performance of all the TENANT obligations. The TENANT agrees to pay to the LANDLORD as additional rent, the amount of ____TBD_____________ for each such sub-lease/collocation.

21. NOTICES.

All notices hereunder must be in writing and shall be deemed validly given if sent by a) certified mail, return receipt requested, or b) by commercial courier, provided the courier's regular business is delivery service and provided further that it guarantees delivery to the addressee by the end of the next business day following the courier's receipt from the sender, or c) by email transmission providing proof of transmission (provided, that a copy of such email notice is also forwarded by one of the other methods provided above), addressed as follows (or any other address that the Party to be notified may have designated to the sender by like notice):

LANDLORD: Osceola County

Attention: County Manager

1 Courthouse Square, Suite 4700

Kissimmee, FL 34741

Email:

WITH COPY TO: Osceola County

Attention: County Attorney

1 Courthouse Square, Suite 4700

Kissimmee, FL 34741

Email: County.Attorney@oscoela.org

2024 at 2:00 PM Local Time

Advertised Date: Beginning Sunday, January 13, 2019 and continuing through Tuesday, January 16, 2024

Procurement Analyst: Ted Phillips Email: ted.phillips@osceola.org

Respond to: 1 Courthouse Square, Suite 2300, Kissimmee, Florida 34741

TENANT: <INSERT FULL NAME>

<AND ADDRESS>

<AND EMAIL ADDRESS>

<WITH NO ABBREVIATIONS>

22. DEFAULT.

In the event there is a default by the TENANT with respect to any of the provisions of this Agreement or its obligations under it, including the payment of rent, the LANDLORD shall give TENANT written notice of such default. After receipt of such written notice, the TENANT shall have fifteen (15) days in which to cure any monetary default and thirty (30) days in which to cure any non-monetary default, provided the TENANT shall have such extended period as may be required beyond the thirty (30) days if the nature of the cure is such that it reasonably requires more than thirty (30) days and the TENANT commences the cure within the thirty (30) day period and thereafter continuously and diligently pursues the cure to completion. The LANDLORD may not maintain any action or effect any remedies for default against the TENANT unless and until the TENANT has failed to cure the same within the time periods provided in this paragraph.

23. SUCCESSORS.

This Agreement shall extend to and bind the heirs, personal representatives, successors and assigns of the

Parties hereto.

24. RECORDING.

The LANDLORD agrees to execute a Memorandum of this Lease Agreement, which TENANT may record with the appropriate Recording Officer. The date set forth in the Memorandum of Lease is for recording purposes only and bears no reference to commencement of either term or rent payments.

25. ENVIRONMENTAL.

The LANDLORD will be responsible for all obligations of compliance with any and all environmental and industrial hygiene laws, including any regulations, guidelines, standards, or policies of any governmental authorities regulating or imposing standards of liability or standards of conduct with regard to any environmental or industrial hygiene conditions or concerns as may now or at any time hereafter be in effect, that are or were in any way related to activity now conducted in, on, or in any way related to the Property, unless such conditions or concerns are caused by the activities of the TENANT.

26. CASUALTY.

In the event of damage by fire or Act of God to the Premises that cannot reasonably be expected to be repaired within forty-five (45) days following same or, if the Property is damaged by fire or other casualty so that such damage may reasonably be expected to disrupt the TENANT’s operations at the Premises for more than forty-five (45) days, then TENANT may at any time following such fire or other casualty, terminate this Lease upon fifteen (15) days written notice to the LANDLORD. Any such notice of termination shall cause this Lease to expire with the same force and effect as though the date set forth in such notice were the date originally set as the expiration date of this Lease and the parties shall make an appropriate adjustment, as of such termination date, with respect to payments due to the other under this Lease. Notwithstanding the foregoing, all rent shall abate during the period of such fire or other casualty. The LANDLORD shall not be liable under any circumstances for the TENANT’s lost income.

2024 at 2:00 PM Local Time

Advertised Date: Beginning Sunday, January 13, 2019 and continuing through Tuesday, January 16, 2024

Procurement Analyst: Ted Phillips Email: ted.phillips@osceola.org

Respond to: 1 Courthouse Square, Suite 2300, Kissimmee, Florida 34741

27. SEVERABILITY.

The submission of this Lease for examination does not constitute an offer to lease the Premises and this

Lease becomes effective only upon the full execution of this Lease by the Parties. Each of the Parties hereto warrants to the other that the person or persons executing this Lease on behalf of such party has the full right, power and authority to enter into and execute this Lease on such Party’s behalf and that no consent from any other person or entity is necessary as a condition precedent to the legal effect of this Lease.

28. APPLICABLE LAWS.

The TENANT shall use the Premises as may be required or as permitted by applicable laws, rules and regulations. The LANDLORD agrees to keep the Property in conformance with all applicable, laws, rules and regulations and agrees to reasonably cooperate with the TENANT regarding any compliance required by the

TENANT in respect to its use of the Premises.

29. SURVIVAL.

The provisions of the Agreement relating to indemnification from one Party to the other Party shall survive any termination or expiration of this Agreement. Additionally, any provisions of this Agreement, which require performance subsequent to the termination, or expiration of this Agreement shall also survive such termination or expiration.

30. TAXES.

The TENANT is responsible to pay all taxes associated with the existence of this Agreement, including taxes pursuant to Section 212.031, Florida Statutes, and all taxes attributable to the TENANT’s improvements and use of premises, as applicable.

31. WAIVER OF LANDLORD’S LIEN.

A. The LANDLORD waives any lien rights it may have concerning the TENANT Facilities, all of which are deemed the TENANT’s personal property and not fixtures, and the TENANT has the right to remove the same at any time without the LANDLORD’s consent, so long as to not damage the Property

B. If TENANT has entered into a financing arrangement including promissory notes and financial and security agreements for the financing of the TENANT Facilities (“Collateral”) with a third party financing entity (and may in the future enter into additional financing arrangements with other financing entities). In connection therewith, the LANDLORD:

(1) consents to the installation of the Collateral;

(2) disclaims any interest in the Collateral, as fixtures or otherwise; and

(3) agrees that the Collateral shall be exempt from execution, foreclosure, sale, levy, attachment, or distress for any Rent due or to become due and that such Collateral may be removed at any time without recourse to legal proceedings.

32. PUBLIC RECORDS COMPLIANCE.

A. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION

OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR’S DUTY

2024 at 2:00 PM Local Time

Advertised Date: Beginning Sunday, January 13, 2019 and continuing through Tuesday, January 16, 2024

Procurement Analyst: Ted Phillips Email: ted.phillips@osceola.org

Respond to: 1 Courthouse Square, Suite 2300, Kissimmee, Florida 34741

TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT,

CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT THE FOLLOWING:

Public Information Office

1 Courthouse Square, Suite 3100

Kissimmee, Florida 34741

407 742-0100

BCCPIO@osceola.org

B. The CONTRACTOR understands that by virtue of this Agreement all of its documents, records and materials of any kind, relating to the relationship created hereby, shall be open to the public for inspection in accordance with Florida law. If CONTRACTOR will act on behalf of the COUNTY, as provided under section 119.011(2), Florida Statutes, the CONTRACTOR, subject to the terms of section 287.058(1)(c), Florida Statutes, and any other applicable legal and equitable remedies, shall:

1. Keep and maintain public records required by the COUNTY to perform the service.

2. Upon request from the COUNTY’s custodian of public records, provide the COUNTY with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided by Florida law.

3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the CONTRACTOR does not transfer the records to the COUNTY.

4. Upon completion of the contract, transfer, at no cost, to the COUNTY all public records in possession of the CONTRACTOR or keep and maintain public records required by the COUNTY to perform the service. If the CONTRACTOR transfers all public records to the COUNTY upon completion of the contract, the CONTRACTOR shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirement. If the

CONTRACTOR keeps and maintains public records upon completion of the contract, the

CONTRACTOR shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the COUNTY, upon request from the COUNTY’s custodian of public records, in a format that is compatible with the information technology systems of the COUNTY.

5. If the CONTRACTOR does not comply with a public records request, the COUNTY shall enforce the contract provisions in accordance with the contract.

33. AUDIT.

In the performance of this Agreement, the TENANT shall keep and maintain books, records and accounts of all activities related to this Agreement, in compliance with generally accepted accounting procedures.

Throughout the term of this Agreement, books, records and accounts related to the performance of this Agreement shall be open to inspection during regular business hours by an authorized representative of the LANDLORD and shall be retained by the TENANT for a period of three years after termination or completion of the Agreement or until the full LANDLORD audit is complete, whichever comes first. The LANDLORD shall retain the right to

2024 at 2:00 PM Local Time

Advertised Date: Beginning Sunday, January 13, 2019 and continuing through Tuesday, January 16, 2024

Procurement Analyst: Ted Phillips Email: ted.phillips@osceola.org

Respond to: 1 Courthouse Square, Suite 2300, Kissimmee, Florida 34741 audit the books during the three-year retention period. All books, records and accounts related to the performance of this Agreement shall be subject to the applicable provisions of the Florida Public Records Act, Chapter 119, Florida Statutes. The LANDLORD also has the right to conduct an audit within sixty (60) days from the effective date of this Agreement to determine whether the TENANT has the ability to fulfill their contractual obligations to the satisfaction of the LANDLORD. The LANDLORD has the right to terminate this Agreement based upon its finding in this audit.

34. REPRESENTATIONS AND WARRANTIES OF THE PARTIES.

The LANDLORD and the TENANT each represent and warrant to each other as follows:

A. LANDLORD possess a fee simple ownership interest in the Property and have full power and authority to enter into and perform this Agreement in accordance with its terms.

B. TENANT has full power and authority to enter into and perform this Agreement in accordance with its terms.

35. NON-WAIVER OF COUNTY REGULATORY POWERS.

Nothing contained in this Agreement shall be construed as a waiver of or contract with respect to the regulatory and permitting authority of the County as it now or hereafter exists under applicable laws, rules and regulations.

REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

SIGNATURE PAGE TO FOLLOW

2024 at 2:00 PM Local Time

Advertised Date: Beginning Sunday, January 13, 2019 and continuing through Tuesday, January 16, 2024

Procurement Analyst: Ted Phillips Email: ted.phillips@osceola.org

Respond to: 1 Courthouse Square, Suite 2300, Kissimmee, Florida 34741

IN WITNESS WHEREOF, the parties hereto, by their duly authorized representatives, have executed this Agreement effective the____ day of _____________________, 20____.

BOARD OF COUNTY COMMISSIONERS

OSCEOLA COUNTY, FLORIDA

By:

Chairman/Vice-Chairman

ATTEST:

Clerk/Deputy Clerk of the Board

<INSERT FULL NAME OF TENANT>

By: _________________________________

Print: ________________________________

Title: _________________________________

STATE OF ____________________

COUNTY OF __________________

The foregoing instrument was executed before me this ____ day of _______________, 20____, by

__________________________ as ________________________ of <INSERT FULL NAME OF TENANT>, who personally swore or affirmed that he/she is authorized to execute this Agreement and thereby bind the

Corporation, and who is personally known to me OR has produced ___________________ as identification.

NOTARY PUBLIC, State of __________

(stamp)

NOTE: This is a SAMPLE Lease Agreement. As such, it shall be used as a basis for negotiation and the

County reserves the right to change, revise, or modify the agreement in its entirety, or any part thereof, prior to obtaining signatures from all parties. In no event shall an agreement be considered binding upon the County until it has been properly executed by all parties.

2024 at 2:00 PM Local Time

Advertised Date: Beginning Sunday, January 13, 2019 and continuing through Tuesday, January 16, 2024

Procurement Analyst: Ted Phillips Email: ted.phillips@osceola.org

Respond to: 1 Courthouse Square, Suite 2300, Kissimmee, Florida 34741

EXHIBIT “A”

LEGAL DESCRIPTION OF COUNTY REAL PROPERTY

2024 at 2:00 PM Local Time

Advertised Date: Beginning Sunday, January 13, 2019 and continuing through Tuesday, January 16, 2024

Procurement Analyst: Ted Phillips Email: ted.phillips@osceola.org

Respond to: 1 Courthouse Square, Suite 2300, Kissimmee, Florida 34741

EXHIBIT “B”

SPECIFICATIONS OF TENANT’S EQUIPMENT

2024 at 2:00 PM Local Time

Advertised Date: Beginning Sunday, January 13, 2019 and continuing through Tuesday, January 16, 2024

Procurement Analyst: Ted Phillips Email: ted.phillips@osceola.org

Respond to: 1 Courthouse Square, Suite 2300, Kissimmee, Florida 34741

EXHIBIT “C”

FORM OF EASEMENT

NOTE: This is a SAMPLE Access Easement Agreement. As such, it shall be used as a basis for negotiation and the County reserves the right to change, revise, or modify the agreement in its entirety, or any part thereof, prior to obtaining signatures from all parties. In no event shall an agreement be considered binding upon the

County until it has been properly executed by all parties.

ACCESS EASEMENT

THIS ACCESS EASEMENT (this “Easement”), made and executed this ___ day of _____________, 201__, by OSCEOLA COUNTY, a charter county and a political subdivision of the State of Florida, whose address is 1 Courthouse Square, Suite 4700, Kissimmee, Florida 34741, (hereinafter the “GRANTOR”), to and in favor of

<TENANT NAME>, whose address is <INSERT ADDRESS>, (hereinafter the “GRANTEE”).

WITNESSETH, that the GRANTOR, in consideration of the sum of $10.00 and other valuable consideration, paid by the GRANTEE, the receipt whereof is hereby acknowledged, does hereby convey and grant to the GRANTEE and its assigns, a perpetual non-exclusive easement for the right of ingress and egress, over, across and beneath the real property described in Exhibit ‘A’, attached hereto and incorporated herein for the purposes of maintaining a communication tower that is situate on the Grantor’s property, provided that such maintenance does not interfere unreasonably with GRANTOR’s use of the real property, and accessing the real property, including through necessary portions of Grantor’s land at reasonable times, in order to accomplish the foregoing, provided that such access does not interfere with the Grantor’s use of said lands, as determined by the

Grantor in its sole and absolute discretion (all such rights being referred to herein as the “Easement”).

TO HAVE AND TO HOLD the Easement unto said GRANTEE until such time, the Lease Agreement between GRANTOR and GRANTEE is terminated. At such time the Lease Agreement is terminated this Easement shall automatically terminate and extinguish.

GRANTOR, for itself and its successors and assigns, reserves the right to utilize the Easement in any way or manner and to grant easement rights to third parties in and to the Easement so long as such use or the granting of such rights would not materially interfere with GRANTEE’S rights created herein. GRANTEE agrees to maintain, at its own expense, the Easement in compliance with all laws, ordinances, codes, statutes, rules, regulations and orders promulgated by Governmental Authorities.

GRANTEE’s use and enjoyment of the Easement and the easement rights granted hereunder shall, at all times, comply with all laws, ordinances, codes, statutes, rules, regulations and orders promulgated by all governmental agencies and having jurisdiction over the Easement, including GRANTOR.

GRANTOR reserves the right to modify, alter, realign and otherwise relocate the Easement provided that

GRANTOR provides an easement on similar terms and providing sufficient vehicular and pedestrian ingress and egress to and from the Leased Property, in and to such other property as needed, a copy of which shall be record

2024 at 2:00 PM Local Time

Advertised Date: Beginning Sunday, January 13, 2019 and continuing through Tuesday, January 16, 2024

Procurement Analyst: Ted Phillips Email: ted.phillips@osceola.org

Respond to: 1 Courthouse Square, Suite 2300, Kissimmee, Florida 34741 in the Public Records of Osceola County, Florida. In the event of relocation the Easement, such relocation will be in compliance with the terms of any Governmental Authorities’ permit. Within fifteen (15) days after GRANTEE has received a fully executed substitute easement agreement, GRANTOR shall, at its next regularly scheduled

Commission meeting, execute and deliver a release of the easement rights granted herein as to all or that portion of the original Easement which has been replaced by the substitute easement.

Nothing contained herein shall cause or be construed as a waiver of the GRANTOR’S sovereign immunity or limitations on liability granted pursuant to section 768.28, Florida Statutes, or other law, and nothing herein shall inure to the benefit of any third party for the purpose of allowing any claim which could otherwise be barred under the Doctrine of Sovereign Immunity or by operation of law.

SIGNATURE PAGE TO FOLLOW

2024 at 2:00 PM Local Time

Advertised Date: Beginning Sunday, January 13, 2019 and continuing through Tuesday, January 16, 2024

Procurement Analyst: Ted Phillips Email: ted.phillips@osceola.org

Respond to: 1 Courthouse Square, Suite 2300, Kissimmee, Florida 34741

IN WITNESS WHEREOF, the parties hereto, by their duly authorized representatives, have executed this Agreement effective the____ day of _____________________, 20____.

“GRANTOR”

BOARD OF COUNTY COMMISSIONERS

OF OSCEOLA COUNTY, FLORIDA

Chair/Vice Chair

ATTEST:

OSCEOLA COUNTY CLERK OF THE BOARD

Clerk/Deputy Clerk of the Board

As authorized for execution at the Board of

County Commissioners meeting of:

<INSERT FULL NAME OF GRANTEE>

By: _________________________________

Print: ________________________________

Title: _________________________________

STATE OF ____________________

COUNTY OF __________________

The foregoing instrument was executed before me this ____ day of _______________, 20____, by

__________________________ as ________________________ of <INSERT FULL NAME OF TENANT>, who personally swore or affirmed that he/she is authorized to execute this Agreement and thereby bind the

Corporation, and who is personally known to me OR has produced ___________________ as identification.

NOTARY PUBLIC, State of __________

(stamp)