Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Item P7
J �� BOARD OF COUNTY COMMISSIONERS County of Monroe � ��r�i �r � s�� Mayor Heather Carruthers,District 3 The Florida.Keys Mayor Pro Tem Michelle Coldiron,District 2 Craig Cates,District 1 David Rice,District 4 Sylvia J.Murphy,District 5 County Commission Meeting August 19, 2020 Agenda Item Number: P.7 Agenda Item Summary #7182 REVISED AC U : Added approved Certzficcxtc oflusurcincc and executed Drug-Free Work-I)Icicc For in, Ethics Ckaise and Public Entity Crhiine tStca eineut. BULK ITEM: Yes DEPARTMENT: County Attorney's Office TIME APPROXIMATE: STAFF CONTACT: Pedro Mercado (305) 292-3470 N/A AGENDA ITEM WORDING: Approval of Second Amendment and Assignment of Lease from Assignor Telcom Systems Ltd. to Datapath Vertical Bridge, LLC. ITEM BACKGROUND: The County and Telcom Systems, Ltd. (Telcom) entered into a lease agreement for use of a cell tower site on April 20, 2011 which was amended on October 17, 2014. The amendment required that Telcom replace the existing cell tower. On June 4, 2019,prior to actually replacing the tower, Telcom entered into an Asset Purchase Agreement and Assignment and Assumption of Ground Lease agreement with Datapath Vertical Bridge, LLC. (Datapath) by which Telcom assigned and Datapath assumed of all of Assignor's right, title, and interest, and obligations first accruing from and date of the asset purchase. As a condition of the amendment and extension of the original lease term, Datapath has agreed to replace the cell tower, at Datapath's sole cost and expense. In addition, Datapath has agreed to a revenue sharing provision for any rent collected from cell tower tenants. PREVIOUS RELEVANT BOCC ACTION: Approved the original lease dated April 20, 2011. Approved the 1st amendment which was dated October 17, 2014. CONTRACT/AGREEMENT CHANGES: Assigns and extends the lease and provides for revenue sharing STAFF RECOMMENDATION: Approval. DOCUMENTATION: EXECUTED STAMPED Emergency Communications - SECOND AMENDMENT AND CONSENT TO ASSIGNMENT OF LEASES - VB rev 7.27.20 Telcom to Datapath Final (WITH EXHIBITS A & B) (8/13/20 Oirg) EXHIBIT A. Lease - Telcom Apr.2011 EXHIBIT A. Lease Amendment- Telcom amend 41 Oct.2014 (BOCC 10/17/14) EXHIBIT B. Emergency Communications - Asset Purchase Agreement- Telcom Systems to Datapath Vertical Bridge Jun 4 2019 EXHIBIT B. Emergency Communications - Assignment and Assumption of Ground Lease - Telcom Systems to Datapath Vertical Bridge Jun 4 2019 Approved Certificate of Insurance Datapath (8/14/20) Executed Drag Free )A7orkplace, Ethic Clause, and PLiblic Entity Crime Statement Forms FINANCIAL IMPACT: Effective Date: August 19,2020 Expiration Date: April 19, 2041 Total Dollar Value of Contract: N/A Total Cost to County: N/A Current Year Portion: N/A Budgeted: N/A Source of Funds: N/A CPI: N/A Indirect Costs: N/A Estimated Ongoing Costs Not Included in above dollar amounts: N/A Revenue Producing: YES If yes, amount: $1,068.54/month plus sales tax plus Grant: N/A revenue sharing County Match: N/A Insurance Required: YES Additional Details: N/A REVIEWED BY: Bob Shillinger Completed 07/30/2020 1:52 PM Pedro Mercado Completed 07/30/2020 3:08 PM Purchasing Completed 07/31/2020 8:07 AM Budget and Finance Completed 07/31/2020 3:29 PM Maria Slavik Completed 07/31/2020 9:00 PM Kathy Peters Completed 08/03/2020 9:48 AM Board of County Commissioners Pending 08/19/2020 9:00 AM Site Name: US-FL-5389 Site ID: Long Key DS 2nd AMENDMENT AND CONSENT TO ASSIGNMENT OF LEASES This 2nd AMENDMENT AND CONSENT TO ASSIGNMENT OF LEASES (the "Agreement')is made and entered into as of August 19, 2020 ("Effective Date"), by and between Telcom Systems, Ltd., a Florida Limited Partnership (("Assignor"), Datapath Vertical Bridge, LLC, a Delaware Limited Liability Company ("Assignee"), and the Board of County Commissioners of Monroe County, Florida("Landlord'). WITNESSETH: WHEREAS, Assignor and Landlord are parties to a certain Lease Agreement last dated April 20,2011, as amended by that certain First Amendment to Lease Agreement between Monroe County and Telcom Systems Inc. dated October 17, 2014 (as further amended and assigned, collectively, the "Leases") (a full copy of which Leases are annexed as Exhibit A), for the lease of a tract of land on Long Key, Monroe County, Florida, as more particularly described in the Leases (the "Premises"); and WHEREAS, Assignor and Assignee concurrently entered into an Asset Purchase Agreement, dated June 41h, 2019, and Assignment and Assumption of Ground Lease, dated June 41h, 2019, attached as Exhibit B, by which Assignor assigned and Assignee assumed of all of Assignor's right, title, and interest, and obligations first accruing from and after the Transfer Date, (as defined in the Assignment and Assumption of Ground Lease)under the Leases; and WHEREAS, Landlord desires to consent to such assignment and assumption, all upon the terms and conditions set forth herein; and WHEREAS, Landlord, Assignor, and Assignee desire by this Agreement to amend the Leases to give Assignee the unilateral option to extend the term of the Leases for (2) successive ten (10)years terms to April 19, 2041. NOW, THEREFORE, for valid consideration the receipt and sufficiency of which is acknowledged, the parties agree as follows: 1. Incorporation. The Whereas clauses set forth above are hereby incorporated into and made part of this Agreement. 2. Consent. To the extent any such consent is required by the Leases, Landlord hereby consents to the Assignment and Assumption of Ground Lease and acquisition by Assignee or its affiliates, directly or indirectly, of Assignor's interest in the Leases, and releases Assignor from any liability or obligation under the Leases first arising or incurred on or after the Effective Date. Landlord also hereby acknowledges and confirms to Assignee that: (i) Assignor and Landlord are the parties to each of the Leases; (ii) the Leases represent the entire understanding of the parties with respect to the matters that are the subject thereof, and have not been amended or otherwise modified; 1 Site Name: US-FL-5389 Site ID: Long Key DS (iii) the Leases (a full copy of which Leases, including all amendments thereto is annexed as Exhibit A) are in full force and effect in accordance with their terms, which terms have not been further modified; (iv) Assignor has paid to Landlord all amounts due and payable under the Leases to date and has performed all non-monetary obligations under the Leases to date; (v) to Landlord's knowledge, no defaults on behalf of either Assignor or Landlord have occurred and are continuing under the Leases, nor have any events occurred which with the giving of notice, the passage of time or both would constitute defaults under the Leases; (vi) there are no present charges, liens, or claims of offset under the Leases; (vii) the address for notices to be sent to Landlord is as expressly set forth in the Leases; (viii) Landlord has no cause of action against Assignor arising out of any of the Leases, nor to the best of Landlord's knowledge does the basis for any cause of action exist; (ix) the term of the Leases shall terminate on April 19, 2021, subject only to Assignor's or its permitted successors' or assigns' unilateral option to extend the term of the Leases for ten (10) years to April 19, 2031; (x) the rent under the Leases currently is $1,068.54, plus sales tax per month; (xi) No security deposit is due under the terms of the Leases; and (xii) there are no additional capital expenditures other than those expressly stated in the Leases. 3. Agreement with Respect to the Leases. Following the consummation of this Agreement: (i) Assignee shall have the option to extend the term of the Leases for one (1) successive term of ten (10) years (the "Renewal Term"). Subsequent to the Renewal Term, Assignee shall have the option to extend the term of the Leases for one (1) successive term of ten (10) years to April 19, 2041 (the "Subsequent Renewal Term") if on or prior to April 19, 2022 Assignee completes construction and obtains a Certificate of Occupancy for a 185 feet communications tower. The Renewal Term and Subsequent Renewal Term shall commence automatically unless Assignee delivers written notice to Landlord prior to the end of the then current term of Assignee's intent not to renew. All terms, covenants, and conditions of the Leases shall remain in full force and effect during the Renewal Term and Subsequent Renewal Term. Should Assignee or any assignee, sublessee, or licensee of Assignee holdover the Premises or any part thereof after the 2 Site Name: US-FL-5389 Site ID: Long Key DS expiration of the Leases, such holdover shall constitute and be construed as a tenancy from month-to-month only, but otherwise upon the same terms and conditions as set forth in the Leases. (ii) At least ninety (90) days prior to the expiration of the Subsequent Renewal Term, Assignee and Landlord shall use good faith and diligent efforts to extend the term of the Leases for one (1) successive term of ten (10) years to April 19, 2051 on mutually agreeable commercially reasonable terms and conditions. (iii) Revenue Share. 1) From and after May 1, 2021 until April 30, 2031, Assignee will pay Landlord an amount equal to fifteen percent (15%) of the Aggregate Rents (defined below) collected pursuant to all new subleases or licenses procured by Assignee for the Premises after the Effective Date. For an avoidance of doubt, Landlord shall not be entitled to any rents or other revenues collected from any sublessee or licensee existing at the Premises as of the Effective Date or any replacement thereof. 2) From and after May 1, 2031 until April 19, 2041, Assignee will pay Landlord an amount equal to twenty-five percent (25%) of the Aggregate Rents (defined below) collected pursuant to all new leases or sublicenses procured by Assignee for the Premises after the Effective Date. For an avoidance of doubt, Landlord shall not be entitled to any rents or other revenues collected from any sublessee or licensee existing at the Premises as of the Effective Date or any replacement thereof. 3) For purposes hereof, "Aggregate Rents" shall mean all rents, license fees, payments and other amounts including, without limitation, escalation of any such rents, license fees, payments and such other amounts collected by Assignee from its sublessees or licensees, but exclusive of reimbursements and pass-through expenses from such sublessees or licensees paid directly to Assignee, including but not limited to utilities and taxes. (iv) Assignee and Landlord acknowledge and agree that the communications tower currently installed on the Premises is in disrepair and inadequate for its intended use. In the event Assignee is unable to decommission the existing communications tower or construct and develop a new communications tower ("Tower') on the Premises to its sole satisfaction, then Assignee shall have the unilateral right to terminate the Leases upon ninety (90) days prior written notice to Landlord. 4. Full Force and Effect. The Leases and Assignment and Assumption of Ground Lease shall continue in full force and effect and the Leases and Assignment and Assumption of Ground Lease are ratified. In the event of a conflict between the terms of the Leases and this Agreement, this Agreement shall prevail. 5. Binding Effect. This Agreement, which shall include the exhibits attached hereto, shall be binding upon and shall inure to the benefit of Assignor, Assignee, Landlord, and their respective and permitted successors and assigns. 3 Site Name: US-FL-5389 Site ID: Long Key DS 6. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all which counterparts together shall constitute one agreement with the same effect as if the parties had signed the same signature page. 7. Amendments to the Lease Agreement dated April 20, 2011 terms. (i) Article 4 of the Lease Agreement is amended to read as follows; Rental Amount. LESSEE shall pay to LESSOR as rent the sum of One Thousand Sixty Eight and 54/100 Dollars ($1,068.54) per month plus sales tax ("Fee"), payable on or before the ninth day of each month for the first two years of the term of the lease, and increasing 2% every year thereafter. The Fee shall be made payable to Monroe County and paid to the Clerk of Monroe County at 500 Whitehead Street, Key West, FL 33040. The Fee shall be due and payable on or before the first day of each calendar month during which this Lease is in effect. Upon the failure of LESSEE to pay the Fee when due, the COUNTY will be entitled to charge and collect, and LESSEE will be obligated to pay, a late fee of twenty dollars ($20) or twenty percent (20%), whichever is lesser of any such overdue amount. Such late fees will be in addition to the amount of rent due. The acceptance by the COUNTY of the overdue rental amount plus applicable late fees shall cure what would otherwise constitute a default by LESSEE under the terms of this lease. In the event that any check, draft, or negotiable instrument by which LESSEE has tendered any rent payment is returned to the COUNTY and not honored, whether for insufficient funds or other reason, the COUNTY will be entitled to charge and collect, in addition to any applicable late payment fees as provided above a service charge of $25 if the face value does not exceed $50; $30 if the face value exceeds $50 but does not exceed $300; $40 if the face value exceeds $300; or 5 percent of the face value of the payment instrument, whichever is lesser. Such fees and charges shall also be in addition to the amount of rent due. The acceptance by the COUNTY of the rental payment plus any applicable late fee and penalties following the receipt of a dishonored instrument shall cure what would otherwise constitute a default under the terms of this lease. (ii) Article 19 of the Lease Agreement is amended to read as follows; Notice. Notices to the parties shall be sent by certified mail, postage prepaid and addressed to the following: FOR LESSOR: COPY TO: FOR LESSEE: County Administrator Emergency Communications Vertical Bridge REIT, LLC 1100 Simonton Street Laura White 750 Park of Commerce Dr. The Gato Building 10600 Aviation Boulevard Suite 200 Key West, Florida 33040 Marathon, Florida 33050 Boca Raton, FL 33487 Site 4: US-FL-5389 Site Name: Long Key DS Attention: General Counsel 4 Site Name: US-FL-5389 Site ID: Long Key DS (iii) The following language is incorporated in the Lease Agreement as Article 43: Nondiscrimination. The parties agree that there will be no discrimination against any person. The parties agree to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1) Title VII of the Civil Rights Act of 1964 (PL 88-352), which prohibit discrimination in employment on the basis of race, color, religion, sex, and national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC §§ 1681-1683, and 1685- 1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC § 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC §§ 6101-6107), which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91 616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, §§ 523 and 527 (42 USC §§ 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC §§ 3601 et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC §§ 12101), as amended from time to time, relating to nondiscrimination in employment on the basis of disability; 10) Monroe County Code Chapter 14, Article II, which prohibits discrimination on the basis of race, color, sex, religion, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; and 11) any other nondiscrimination provisions in any federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. 8. Amendment to the First Amendment to Lease Agreement between Monroe County and Telcom Systems Inc. dated October 17, 2014 ("Amendment') terms. (i) Article 7 of the Amendment is deleted in its entirety. [Signature Page Follows] 5 Site Name: US-FL-5389 Site ID: Long Key DS IN WITNESS WHEREOF, the parties have hereunto set their hands and seals as of the day and year first written above. TELCOM SYSTEMS LTD. -Assignor W'tpe l�� K ' By�� Name: James E. Sisiak 6, Title: President DATAPATH VERTICAL BRIDGE,LLC - Assignee Witnesses By: Cgee new+ 4qqjE� Name: Title: (SEAL) BOARD OF COUNTY COMMISSIONERS ATTEST: KEVIN MADOK OF MONROE COUNTY,FLORIDA— Landlord CLERK By: By: As Deputy Clerk Mayor/Chairman, HuTmR cmmumRs OE U 0' EY P A ASSI PEDRO ®R ATToR D _771 6 DocuSign Envelope ID:0723E9E1-7139-4A4F-9706-262192B45D78 Site Name: US-FL-5389 Site ID: Long Key DS IN WITNESS WHEREOF, the parties have hereunto set their hands and seals as of the day and year first written above. TELCOM SYSTEMS LTD. -Assignor Witnesses By: ,22vious page) Name: Title: DATAPATH VERTICAL BRIDGE, LLC- Assignee Witne By: Name: Title: DS L EGA La (SEAL) BOARD OF COUNTY COMMISSIONERS ATTEST: KEVIN MADOK OF MONROE COUNTY,FLORIDA— Landlord CLERK By: By: As Deputy Clerk Mayor/Chairman,HEATHER CARRUTHERS 7 MO E COUNTY rF e-I PP OVED AS �'e 't(A - .7r 5 6 PE DR J.ME CADO ASS�ISTANU 6 Site Name: US-FL-5389 Site ID: Long Key DS EXHIBIT A Leases [ATTACHED] 7 EXHIBIT A LEASE AGREEMENT THIS LEASE AGREEMENT is made between MONROE COUNTY("LESSOR"of"County"),a political subdivision of the State of Florida,whose address is 11W Simonton Street,Gato Building,Key West, Florida 33040,and TELCOM SYSTEMS, Inc.("LESSEE"),a Florida Corporation,having an address at 450 NE 1t Road, Homestead, Florida 33030. WHEREAS,the LESSOR owns certain real property located on US 1 Long Key,Florida ("Leased Premises");and WHEREAS,the LESSEE owns and operated a communication tower and certain improvements related to the tower;and WHEREAS,the prior lease with LESSEE has expired;and WHEREAS,it is in the best interest of the public that the communication tower continue to be operated continuously without interruption on the site;and NOW THEREFORE,for good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged,the LESSOR and LESSEE hereby agree as follows: 1. Ownership Interest in Leased Premises.The LESSOR owns a tract of land on Long,Key Florida,which is more particularly described as Exhibit W,attached hereto and made a part hereof. 2. Ownership of Communication Tower The LESSEE owns the Communication Tower and other improvements located on the leased premises,and have leased the premises from the County since April 15,2009.LESSEE purchased the tower from the prior owner and received the lease by assignment from the prior owner with approval of the County. 3. Term. LESSEE shall have and hold the above described lease premises for a term commencing April 20,2011 and terminating April 19,2021. 4. Rental Amount.LESSEE shall pay to LESSOR the sum of One Thousand Dollars($1,000) per month,payable on or before the ninth day of each month for the first two years of the term of the lease,and increasing 2%every year thereafter.The fee shall be made payable to Monroe County and paid to the Clerk of Monroe County at 500 Whitehead Street, Key West, FL 33040. S. Tower Utilities.LESSEE shall promptly pay all gas,water,electric,cable and any other utility charges which may become payable for utilities used by the LESSEE during the term of this agreement. 6. Maintenance and Repairs.LESSEE shall be responsible for all maintenance and repairs on the premises in accord with generally accepted business practices. Lessee shall also be responsible for any of the premises damages by the LESSEE,its officers,agents,employees,or equipment. 7. Aerations.LESSEE shall have the right to make any alterations in and to the demised premises during the term of this lease upon first obtaining the written consent thereto of the LESSOR, which consent shall not be unreasonably withheld. 1 Page S. Right of Ingress and Egress. LESSEE shall have the right of ingress to and egress from the premises. 9. Hold Harmless.Notwithstanding any minimum insurance requirements prescribed elsewhere in this agreement,the LESSEE covenants and agrees that he shall defend,indemnify and hold the COUNTY and the COUNTY's elected and appointed officers and employees harmless from and against(1)any claims,actions or causes of action,(ii)any litigation,administrative proceedings,appellate proceedings,or other proceedings relating to any type of injury(including death),loss,damage,fine, penalty or business interruption,and (III)any costs or expenses that may be asserted against,initiated with respect to,or sustained by,any indemnified party by reason of,or in connection with,(A)any activity of LESSEE or any of its employees,officers,agents,or employees or other invitees during the term of this AGREEMENT,(B)the negligence or willful misconduct of LESSEE or any of its employees, officers,agents,or other invitees,except to the extent the claims,actions,causes of action,litigation, proceedings,costs or expenses arise from the intentional or sole negligent acts or negligent acts in part or omissions of the COUNTY or Monroe County Sheriffs office any of their employee,elected or appointed officers,agents,or invitees. Insofar as the claims,actions,causes of action,litigation, proceedings,costs or expenses relate to events or circumstances that occur during the term of this AGREEMENT,this section will survive the expiration of the term of this AGREEMENT or any earlier termination of this AGREEMENT. The parties agree that good and valuable consideration has been received for the indemnification provided for the above. The extent of liability is in no way limited to, reduced, or lessened by the insurance requirements contained elsewhere within this AGREEMENT. 10. Insurance. The LESSEE shall obtain,at its own expense,insurance as specified below. The LESSEE shall maintain the required insurance throughout the entire term of this agreement.Failure to comply with this provision may result in the immediate termination of the lease agreement and the return of all property owned by the County and the immediate loss of the right of Ingress and egress onto the premises,at the discretion of the County, until such Insurance has been provided. The LESSEE shall provide to the County as satisfactory evidence of the required insurance,a Certificate of Insurance or a certified copy of the actual insurance policy.All insurance policies must specify that they are not subject to cancellation,non-renewal,material change,or reduction in coverage unless a minimum of thirty(30)days prior notification is given to the County by the insurer.The acceptance and/or approval of the LESSEE's Insurance shall not be construed as relieving the LESSEE from any liability or obligation assumed under this contract or imposed by law. The LESSEE shall maintain General Liability Insurance throughout the life of the contract and include,as a minimum: -Premises Operations -Products and Completed Operations -Blanket Contractual Liability -Personal Injury Liability -Expanded Definition of Property Damage -Fire Legal Liability(with limits equal to the fair market value of the leased property 2 Page k -Workers compensation limits as required by law -Vehicle Liability The minimum limits acceptable shall be$300,000 Combined Single Limit(CSL). If split limits are provided,the minimum limits acceptable shall be$100,000 per person,$300,000 per occurrence and $50.000 property damage. The County,at its sole option,has the right to request a certified copy of any or all insurance policies required by this contract. The acceptance and/or approval of the LESSEE's insurance shall not be construed as relieving the LESSEE from any liability or obligation assumed under the lease or imposed by law. The Monroe County Board of County Commissioners,its employees and officials will be included as "Additional Insured"on all policies,except for Workers'Compensation. Any deviation from these insurance requirements must be requested in writing on the County prepared form entitled"Request for Waiver of Insurance Requirements"and approved by the Monroe County Risk Management. il. Iniury or Damage to Property on Premises. LESSEE shall be responsible for all property of any kind that may be on the premises during the term of this lease,and,except for any negligence of the LESSOR,the LESSOR and or MCSO shall not be liable to the LESSEE or any other person for any injury, loss or damage to property or to any person on the premises.In the event that the demised premises or a major part thereof are destroyed by storm or other casualty,the LESSOR shall,forthwith restore the demised premises at its own cost and expense it order to restore the operation of the tower for the benefit of the residents of the county. Rental on the demised premises will cease until the completion or the restoration or for ninety(90)days whichever sooner.If the demised premises cannot,after such casualty,be restored within ninety(90)days,LESSEE or LESSOR may terminate the lease upon giving written notice to the other. 12. Expiration of Term. At the expiration of the term of the lease,the LESSEE shall peaceably yield up to the LESSOR the demised premises in good and tenantable repair which shall include removal of the tower and other improvements,unless the LESSOR and LESSEE can agree in writing to other conditions regarding removal of the structure upon expiration. It is understood and agreed that the LESSEE shall have the right to remove from the premises all personal property of the LESSEE and all fixtures,machinery,equipment,appurtenances,and appliances placed on the premises by LESSEE. LESSEE shall be solely responsible for any hazardous materials on the premises. 13. Assignment. The LESSEE shall not assign the demised premises without prior written consent of the LESSOR, provided,however,that LESSEE may assign the lease to an affiliate of the LESSEE without such consent upon giving written notice to LESSOR of the assignment and full contact information of the affiliate to the LESSOR. 14. Successors and Assigns Bound by Covenants All the covenants,stipulations and agreements herein shall extend to and bind the legal representatives,successors,and assigns of the respective parties hereto. is. Early Termination. The LESSOR shall have the right,upon giving thirty(30)calendar days Written notice to the Lessee of its intent to terminate this agreement due to a breach or default of any of the Lessee's covenants under this agreement,unless the Lessee shall correct the breach or default 3 ( Page within that thirty(30)day period.Either party may terminate this lease without cause upon giving one hundred and eighty(180)days written notice to the other party. 16. Construction of New Tower on Premises.The parties agree that a new tower will become necessary during the term of this lease and that in the event that the Communications Department of the Monroe County Sheriff's Department(MCSO)determines that the present tower is obsolete,damaged,dangerous,or in serious need of repair,the MCSO shall notify the LESSEE. If the LESSEE is willing to construct a new tower to the specifications of the County and/or MCSO,and in the time frame required by the County and/or the MCSO;the term of the lease will be extended upon the Issuance of a certificate of occupancy for an additional ten(10)years on the same terms and conditions as set forth herein.If the LESSEE is unwilling or unable to build a new tower the lease may be terminated by the LESSOR upon one hundred and eighty(180)days written notice to the LESSEE. 17. Waiver. The waiver by the LESSOR of any breach of this lease by the LESSEE shall not be construed as a waiver of any subsequent breach of any duty or covenant imposed by this lease. 18. R1 ht of Inspection. The County may enter upon the premises now or during the term of the lease at any reasonable time for any purpose necessary,incidental to,or connected with the performance of its obligations hereunder,or in the exercise of it governmental functions. 19. Notice. Notices to the parties shall be sent by certified mail,postage prepaid and addressed to the following: FOR LESSOR: COPY TO: FOR LESSEE: County Administrator Emergency Communications James E.Spisiak 1100 Simonton Street Laura White TELCOM SYSTEMS, Ltd., Inc. The Gato Building 10600 Aviation Boulevard 450 NE 15t Road Key West, Florida 33040 Marathon,Florida 33050 Homestead,Florida 33030 20. Taxes and Assessments LESSEE shall pay all taxes and assessments which may be lawfully levied by a duly constituted taxing body with respect to the demised premises. 21. Surrender of Possession Upon the expiration or other termination of this lease renewal thereof,LESSEE's right to use the premises,facilities,rights,licenses,services and privileges herein shall cease and LESSEE shall forthwith upon such expiration or termination surrender same in good repair. 22. Discrimination. The LESSEE,in exercising any of the rights or privileges herein granted to LESSEE,shall not discriminate or permit discrimination against any person or groups of persons on the basis of race,color,sex,age,national origin,religion,or any other basis set forth in local,state or federal law. 23. AS IS. The LESSEE acknowledges that he has leased the premises under another lease for an extended period of time and agrees to accept the premises In as is condition and LESSOR shall not be obligate to repair,maintain or renovate same. 24. Governin t Law.Venue and Interpretation This Lease Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in the State. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Lease Agreement,the lessor and Lessee agree 4 Page that venue will lie in the appropriate court or before the appropriate administrative body in Monroe County,Florida. The LESSOR and LESSEE agree that,in the event of conflicting interpretations of the terms or a term of this Lease Agreement by or between any of them the issue shall be submitted to mediation prior to the institution of any other administrative or legal proceeding. 25. No Representation. County makes no representation,warranty,guarantee,or averment of any kind whatsoever concerning the physical condition of the premises at the commencement of this term,and it is agreed that County will not be responsible for any loss,damage,or cost which may be incurred by LESSEE by reason of any such physical damage. 26. Severability. if any term,covenant,condition or provision of this Lease Agreement(or the application thereof to any circumstance or person)shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction,the remaining terms,covenants,conditions and provisions of this Lease Agreement,shall not be affected thereby,and each remaining term,covenant,condition and provision of this Lease Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms,covenants,conditions and provisions of this Lease Agreement would prevent the accomplishment of the original intent of this Lease Agreement. The Lessor and Lessee agree to reform the Lease Agreement to replace any stricken provision with a valid provision that comes as dose as possible to the intent of the stricken provision. 27. Attorney's Fees and Costs. The LESSOR and LESSEE agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement,the prevailing party shall be entitled to reasonable attorney's fees,and court costs only,as an award against the non-prevailing party,and shall include attorney's fees and courts costs only in appellate proceedings. Mediation proceedings initiated and conducted pursuant to this Lease Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County.The parties agree that mediation not arbitration shall be used in the event any dispute arises between the parties. 28. Binding Effect. The terms,covenants,conditions,and provisions of this Lease Agreement shall bind and inure to the benefit of the LESSOR and LESSEE and their respective legal representatives,successors,and assigns. 29. Authority Each party represents and warrants to the other that the execution,delivery and performance of this Lease Agreement have been duly authorized by all necessary County and corporate action,as required by law. 30. Covenant of No Interest. LESSOR and LESSEE covenant that neither presently has any interest,and shall not acquire any interest,which would conflict in any manner or degree with its performance under this Lease Agreement,and that the only interest of each is to perform and receive benefits as recited in this Lease Agreement. 31. No Solicitation/Payment. The LESSOR and LESSEE warrant that,in respect to itself,it has neither employed nor retained any company or person,other than a bona fide employee working solely for it,to solicit or secure this Lease Agreement and that it has not paid or agreed to pay any person, company,corporation, individual,or firm,other than a bona fide employee working solely for it,any fee, 5 Page commission,percentage,gift,or other consideration contingent upon or resulting from the award or making of this Lease Agreement. For the breach or violation of the provision,the Lessee agrees that the Lessor shall have the right to terminate this Lease Agreement without liability and,at its discretion,to offset from monies owed,or otherwise recover,the full amount of such fee,commission,percentage, gift,or consideration. 32. Public Access. The LESSOR and LESSEE shall allow and permit reasonable access to,and . inspection of,all documents, papers, letters or other materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes,and made or received by the Lessor and Lessee in conjunction with this Lease Agreement,and the Lessor shall have the right to unilaterally cancel this Lease Agreement upon violation of this provision by Lessee. 33. Non-Waiver of Immunity. Notwithstanding the provisions of Sec.286.28,Florida Statutes,the participation of the LESSOR and LESSEE in this Lease Agreement and the acquisition of any commercial liability insurance coverage,self-insurance coverage,or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage,nor shall any contract entered into by the Lessor be required to contain any provision for waiver. 34. Privileges and Immunities. All of the privileges and immunities from liability, exemptions from laws,ordinances,and rules and pensions and relief,disability,workers'compensation, and other benefits which apply to the activity of officers,agents,or employees of any public agents or employees of the Lessor,when performing their respective functions under this Lease Agreement within the territorial limits of the County shall apply to the same degree and extent to the performance of such functions and duties of such officers,agents,volunteers,or employees outside the territorial limits of the County. 35. Legal Obligations and Responsibilities. Non-Delegation of Constitutional or Statutory Duties. This Lease Agreement is not intended to,nor shall it be construed as,relieving any participating entity from any obligation or responsibility imposed upon the entity by law except to the extent of actual and timely performance thereof by any participating entity,in which case the performance may be offered in satisfaction of the obligation or responsibility. Further,this Lease Agreement is not intended to, nor shall it be construed as,authorizing the delegation of the constitutional or statutory duties of the LESSOR,except to the extent permitted by the Florida constitution,state statute,and case law. 36. Non-Reliance by Non-Parties. No person or entity shall be entitled to rely upon the terms,or any of them,of this Lease Agreement to enforce or attempt to enforce any third-party claim or entitlement to or benefit of any service or program contemplated hereunder,and the Lessor and Lessee agree that neither the Lessor nor the Lessee or any agent,officer,or employee of either shall have the authority to inform,counsel,or otherwise indicate that any particular individual or group of individuals, entity or entities,have entitlements or benefits under this Lease Agreement separate and apart,inferior to,or superior to the community in general or for the purposes contemplated in this Lease Agreement. 37. Attestations. Lessee agrees to execute such documents as the Lessor may reasonably require,to include a Public Entity Crime Statement,an Ethics Statement,and a Drug-Free Workplace Statement. 38. No Personal Liability. No covenant or agreement contained herein shall be deemed to 6 Page be a covenant or agreement of any member,officer,agent or employee of Monroe County in his or her individual capacity,and no member,officer,agent or employee of Monroe County shall be liable personally on this lease Agreement or be subject to any personal liability or accountability by reason of the execution of this lease Agreement. 39. Execution in Counterparts. This Lease Agreement may be executed in any number of counterparts,each of which shall be regarded as an original,all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Lease Agreement by signing any such counterpart. 40. Section Headings. Section headings have been inserted in this Lease Agreement as a matter of convenience of reference only,and It is agreed that such section headings are not a part of this Lease Agreement and will not be used in the interpretation of any provision of this lease Agreement. 41. Mutual Review,This Lease agreement has been carefully reviewed by Lessee and Lessor, and the counsel of their choice,therefore this Lease agreement Is not to be construed against either party on the basis of authorship. 42. The county's performance and obligation to pay under this contract is contingent upon an annual appropriation by the legislature. THIS IS TO BE A LEGALLY BINDING CONTRACT.IF NOT FULLY UNDERSTOOD,SEEK THE > QF AN ATTORNEY PRIOR TO SIGNING. I ,W Vie WESS WHEREOF,the parties hereto have set their hands and seals the day and year first w BOARD OF COU COMMISSIONERS E,CLERK OF MONROE CO , DA } ;. W } Z "'_i,,."" DeputyCk3rk 'f�to/Zol1 B 6� ir Q W ¢ ayor/Chai rsw O H W � o WITNESS FOR LESSEE: LESSEE: Q 0 Q ~ � z11� BY Z 4C UJ Wit s atu/f�/�a /; PcrK "^"`horized to sign or LESSEE O W z � 7 e (� /TO,�b y (� W > W � 'PriMNam ?AmEs E. SPIS/aK W o -J Z Date ' ir Print Name Ir a Q Witness signety�re Date: q/-7 /i Z Z O Print Name /•+�/;�- X1 Q m ra Date:- e�7— // o (STATE OF FLORIDA I -- `� 1 (COUNTY OF Monroe) The foregoing instrument was acknowledged before me thk�7 da oi� L�l I -,TAM L-s t. S /f personally kr�wn to me or produced as identification. Co• �: � is O Commission No r73(0 7 My Commission Expires: %Q �f a— Not Public 7 Page 71 APRIL OMMA r— M GJ s s O MY COMMISSION A DD 736674 `O�` B=W Thm Nobly January Un mere EXHIBIT"A" Legal description of the premises which County leases to TELCOM SYSTEMS Inc. A *ad of bW in a pat of GQVW=Wd Lot 1. Section & T. 66 L. It 35 E. an Long KoV. 14omns COW* ROMM and beft rlux pmikx*3* described by meta OW bmmds as flora IaftatO the "Hof ft ftm 24 0NHWpwjOy mku &1,ft*lO East Cood Rdkvay ftM of WOV and Trod MOP6 bow nwowmk* long *W cenimiine of ftPRvm No. I Im a c6tan"of 330"feet to a t twnm a* 4ght O Isla for a paindiftince at 5W feet to ft paiWnt of begWfty Of #0 VOW of bW hWGhdfw descitimmi said paint at bogkv*ig aba,bebV an*.A&OU#vp=jmrV fthk*.wW*a of US1410may No, 1; imn sald Paint of bogkv*?o coniinum bmakV sout"=twtv, and a' dW COMOM fD U.S WQhWQV NcL I for a Maince of 300.0 too to a point itmum at dOW OnOm OW rxwffw=to* for a ckkwwm of 30oA W fO 0 Paint Nmms of rlght =Vim OW nartme"*for a d*mcs at MW fed 10 a point c" Vw bw HVw#vy f*). 1: thence bow xK*nvg#wly of UA ft soutmadmily dqhk*4vav bm at U.& HV*my No.I for a distance,of Mo feet.back to the paint of beovk1g. 8 Page EXHIBIT A FIRST AMENDMENT TO THE LEASE AGREEMENT BETWEEN MONROE COUNTY AND TELCOM SYSTEMS INC. THIS FIRST AMENDMENT,to the LEASE AGREEMENT("Agreement")dated April 20, 2011, is entered into this IY$-4 day of ,C2014 by and between TELCOM SYSTEMS, LTD. ("LESSEE or TELCOM"), a Florida Limited Partnership, having an address at 450 NE I"Road, Homestead, Florida 33030, and Monroe County ("COUNTY or LESSOR"), a political subdivision of the State of Florida, whose address is 1100 Simonton Street, Gato Building, Key West,Florida 33040. WHEREAS, COUNTY is the owner of certain property located at Lot 1, Section 5, T. 65 S., R. 35 E., on Long Key, Monroe County,Florida, and I WHEREAS,TELCOM owns and operates two communication towers and certain improvements related to the towers,and WHEREAS, the COUNTY and TELCOM entered into a LEASE AGREEMENT ("LEASE") commencing April 20,2011, and; WHEREAS,the parties agree that a new tower is necessary at the Long Key location and further agree that TELCOM desires to demolish and remove the present communications towers and to build a new communications tower on that site, and WHEREAS, it is in the public interest that the COUNTY facilitate the improvement of communication towers and facilities throughout the Keys. NOW THEREFORE, in consideration of the mutual covenants and provisions contained herein, the parties agree to amend its earlier Agreement as follows: 1. TELCOM and COUNTY agree that TELCOM shall remove and demolish the present towers located on the COUNTY premises more definitely described below and shall replace the existing towers, which are in bad repair, with a new communications tower within 180 days of the execution of this First Amendment. TELCOM shall bear all the costs of demolition, disposal of the old towers, any parts or appurtenances, and associated buildings. TELCOM shall bear all the costs of construction, installation, clean-up of construction debris, and the costs of maintaining egress and ingress to the site during construction. 2. The completion of construction of a new tower is pursuant to Paragraph 16 of the Agreement which invokes an extension of the Agreement for an additional term. TELCOM shall obtain all relevant permits, approvals, certificates of occupancy or other requirements from any governmental entity related to, the demolition of existing towers, the construction of a new tower and clean-up of the site during and after the construction. TELCOM shall prepare at its expense all necessary drawings and specifications for the construction of a tower and telecommunications equipment, which COUNTY shall have the right to approve, such approval shall not be unreasonably withheld or delayed. 3. Nothing in this Amendment shall change the responsibility of TELCOM for Maintenance and Repairs under paragraph 6 of the AGREEMENT; however, if TELCOM wishes to maintain, make repairs or alterations to the towers prior to the demolition, removal and rebuild of the towers the County authorizes the maintenance and make repairs, so long as they are all accomplished as required according to applicable Federal State and County Ordinance,and"MCSO"requirements). 4 4. Copies of all proposals for maintenance, repair, demolition, including but not limited to proposed design/construction specifications of a new tower shall be submitted to the Monroe County Sheriff's Office Department and COUNTY prior to the work being started and prior to submission to any State, Federal or County entity for approval. In addition, prior to work on the present towers or construction of a new tower the Monroe County Sheriff's office shall approve, in writing, the engineered designs for any repairs, maintenance, and demolition of the present towers and for construction of a new tower. Such approval shall not be unreasonably withheld or delayed. S The construction of a new communications tower shall be completed within 365 days of the date of this amendment; however, this time frame may be enlarged by agreement of the parties in an amendment signed with same formality as the original Agreement. 6. All permitting or other requirements, including any and all FCC or FAA permissions, registrations and requirements, or necessary documents of any nature whatsoever related to the design, demolition of the present towers, construction and final completion of the tower shall be the full responsibility of TELCOM, including any fees of any kind. TELCOM shall comply with all requirements for painting, maintaining and illumination of the tower as prescribed by the Federal Communications Commission ("FCC"). TELCOM shall at its sole expense pay any development costs for the new tower and for the existing towers including installation of the equipment, improvements, fixtures, dishes, lights, switches, batteries, grids antenna(s), lines, accessories, structures appurtenances, or services necessary for the demolition and decommission of the presently existing towers and for the design and construction of the new tower. TELCOM shall also be solely responsible for any elements related to the tower including but not limited to the ground ring, concrete pad/foundation, fencing/enclosure, tower, site preparation, engineering, surveying, environmental and other fees and costs for professional and other services required for the construction of the tower. It is understood that this responsibility is part of the consideration for the COUNTY allowing TELCOM to build a new tower and rent space on the tower to third parties. However, TELCOM shall not demolish the present towers until the new tower is constructed and in operation. 7. TELCOM agrees that during the term of the Agreement, it will hold space on the tower for use by the County for Monroe County Sheriffs Office (MCSO) communication equipment; and acknowledges that the ability to locate equipment on the tower is part of the consideration for the County r allowing TELCOM to construct a tower. MCSO shall work with TELCOM to determine the appropriate r location for MCSO's facilities to be mounted on the tower. TELCOM acknowledges that this space must be free of interference to the MCSO equipment and transmissions. MCSO shall give TELCOM a minimum of thirty(30) days' notice prior to adding equipment to the tower, except in cases of emergency at which time the parties shall work together to provide space immediately but no longer than seven (7) days after notice is given of the need for space to TELCOM by the County or MCSO. TELCOM agrees to allow installation by MCSO of equipment of a type and frequency which will be acceptable to MCSO. 8. TELCOM shall procure and maintain additional insurance, over and above that required in paragraph 10 of the Agreement, due to the construction of the Tower and for the remainder of the term of the agreement. i 8.1 TELCOM shall obtain and maintain insurance, as specified in the Agreement and this First Amendment, in effect at all times during the term of the Agreement and its Amendments. In the event the completion of the project (to include the work of others) is delayed or suspended as a result of TELCOM'S failure to purchase or maintain the required insurance, the CONSULTANT shall indemnify the COUNTY from any and all increased expenses resulting from such delay. i 8.2 The coverage provided herein shall be provided by an insurer with an A.M. Best rating of VI or better,that is licensed to do business in the State of Florida and that has an agent for service of process within the State of Florida. The coverage shall contain an endorsement providing sixty (60) days' notice to the COUNTY prior to any cancellation of said coverage. Said coverage shall be written by an insurer acceptable to the COUNTY and shall be in a form acceptable to the COUNTY. 8.3 TELCOM shall obtain and maintain the following policies: A. Workers' Compensation insurance as required by the State of Florida, sufficient to respond to Florida Statute 440. Employers Liability Insurance with limits of $100,000 per Accident, $500,000 Disease policy limits, $100,000 Disease each employee. B. Comprehensive business automobile and vehicle liability insurance covering claims for injuries to members of the public and/or damages to property of others arising from use of motor vehicles, including onsite and offsite operations, and owned, hired or non-owned vehicles, with $200,000 per person, $300,000 per Occurrence, $200,000 Property Damage or $300,000 combined single limit. C. Commercial general liability, including Personal Injury Liability, covering claims for injuries to members of the public or damage to property of others arising out of any covered act or omission of TELCOM or any of its employees, agents or subcontractors or subconsultants, including Premises and/or Operations, Products and Completed Operations, Independent Contractors; Broad Form Property Damage and a Blanket Contractual Liability Endorsement with $IMillion dollar Combined Single Limit. An Occurrence Form policy is preferred. If coverage is changed to or provided on a Claims Made policy, its provisions should include coverage for claims filed on or after the effective date of this contract. In addition, the period for which claims may be reported must extend for a minimum of 48 months following the termination or expiration of this contract. D. COUNTY shall be named as an additional insured with respect to TELCOM'S insurance coverages identified in Paragraph C. E. TELCOM shall require its agents, design professionals and subcontractors to be adequately insured at least to the limits prescribed above, and to any increased limits of CONSULTANT if so required by the COUNTY during the term of this Agreement. F. TELCOM shall provide to the COUNTY certificates of insurance or a copy of all insurance policies including those naming the COUNTY as an additional insured. The COUNTY reserves the right to require a certified copy of such policies upon request. G. If TELCOM participates in a self-insurance fund, a Certificate of Insurance will be required. In addition, TELCOM may be required to submit updated financial statements from the fund upon request from the COUNTY. 9. Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of TELCOM and the COUNTY in this Agreement and the acquisition of any commercial liability insurance coverage, self-insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the COUNTY be required to contain any provision for waiver. 10. If the tower to be constructed by TELCOM should be totally or substantially destroyed or damaged (so that TELCOM may not operate the facility as contemplated under the Agreement and amendment) TELCOM may rebuild the Tower at its sole and complete expense. If TELCOM elects to rebuild the Tower as provided for in this paragraph, then in that case the Agreement shall be renegotiated d as to term of the Agreement. In any event, due to such damage or destruction TELCOM's use of the premises is completely disrupted, any fees due to the COUNTY shall abate until the use is restored in full or in part, or for a period of no longer than 90 days (from the date of complete disruption ) or whichever occurs first.TELCOM shall immediately notice the destruction date and the restoration date to the County and MCSO. 11. If TELCOM fails to comply with the requirements of the Agreement and of this Amendment, that failure shall constitute a breach of the Amendment and, in the sole discretion of the COUNTY and MCSO, be reason to terminate the LEASE pursuant to paragraph 15 of the LEASE. Upon termination TELCOM shall surrender possession of the tower pursuant to paragraph 21 of the LEASE, and without compensation from the COUNTY to TELCOM. 12. In accordance with Florida Statues 713.10, neither TELCOM or anyone claiming through TELCOM shall have the right to file construction liens or any other kind of lien on the Site or Premises and the filing of this notice under the Agreement constitutes notice that such liens are invalid against the COUNTY. Further, TELCOM agrees to give actual notice to any contractors, subcontractors or suppliers of good, labor, services that such liens will NOT be valid and to provide County with copies of such Notice and to record the Notice in the Public Records of Monroe County. TELCOM will immediately notify MCSO and Office of County Attorney if a lien is filed regarding the site and send a copy of such lien to both MCSO and Office of County Attorney. 13. Paragraph 12 of the original Agreement shall be amended to read: "Expiration of Term. At the expiration of the term of the Agreement and amendments thereto, TELCOM shall peaceably yield up to COUNTY the demised premises, including the tower, fixtures and improvements, as contemplated under the Agreement and Amendments, in good and tenantable repair. It is understood and agreed that TELCOM shall have the right to remove from the premises all personal property of TELCOM which is not permanently attached to the land, including, machinery, equipment, appurtenances, and appliances placed on the premises by TELCOM. TELCOM shall be solely responsible for any hazardous materials on the premises at the end of the term." 14. County requires and TELCOM agrees to enter into a payment and performance bond with the entity TELCOM hires to construct the new tower in an amount equal to the contract amount pursuant to Sec. 255.05, Florida Statutes. 15. This Amendment shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in the State. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, COUNTY and CONSULTANT agree that venue shall lie in the 16`"Judicial Circuit, Monroe County, Florida, in the appropriate court or before the appropriate administrative body. This agreement shall not be subject to arbitration. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. 16. TELCOM shall insure that all contracts, contractors, and subcontractors comply with local, state and Federal laws; and that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred,this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. In addition, TELCOM agrees to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to the demolition, removal of demolition debris, ,i construction and operation of communications towers. 17. Paragraph 13 of the Agreement shall be amended to read as follows: "Assignment. TELCOM shall not assign the demised premises without prior written consent of COUNTY,in the form of an Amendment to the AGREEMENT accomplished with the same formality of this AMENDMENT; provided,however,that TELCOM may assign the lease to an affiliate of the LESSEE without such consent upon giving written notice to COUNTY a minimum of thirty(30)days prior to the assignment and by providing legal proof detailing the full contact information of the affiliate to the LESSOR. 18. In all other respects,the original Agreement with TELCOM for Long Key Communications tower remains unchanged. IN WITNESS WHEREOF,each party caused this First Amendment to be executed by its duly authorized representative on the day and year first above written. (SEAL) BOARD OF COUNTY COMMISSIONERS Attest AI1Y HEAVILIN C.P.A, Clerk OF MONRO OU FLORIDA B}: By: Deputy Clerk ayor/Chairman Witness to TELCOM's Signature TELCOM SYSTEMS, LTD. WITNESS Signature Signature of Corporate Agent with authority to bind the corporation April 0'M ra lamps F. Spisiak Print Witness Name Print Name of Corporate Agent Date: 10/01/14 Date: 10/01/14 MONROE COUNTY ATTORNEY PROVED AS TO) c RM: ASSISTANT COUNTY A'T`C'C7f°NEY Site Name: US-FL-5389 Site ID: Long Key DS EXHIBIT B Assignment and Assumption of Ground Lease [ATTACHED] 8 EXHIBIT B ASSE T T PURCHASE LGRE.—ENIEN A This Asset Purchase Aweement (this "A j in i r— day of June, 2019 (the Ueemenf') is made "Effective Date") by and, arriong Telcom System s, Ltd., a Florida limited partnership Dat2path Vertical Bridge, LLC, a Delaware limited liability company("Rurchaser"). In, consideration of the promises, and, the representations, warranties, covenants and agreements herein contained and other valuable consideration, the receipt and, adequacy whereof art hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows: 1. Agreement to,. Buy and, Sell., Subject to the terms and conditions set forth in this A grmment, at the Closing(as defi ned be]ow), Seller shall sell, assign,trann s fer,convey and deliver to Purchaser, and Purchaser shall purchase (the "Furrhase�') from Selkr, all of Selle.rTs right, title and interest in and to the Tower Assets,, free and clear of any Liens of any nature ather than ,Permit:ted Liens. A. For purposes of this Agreement, the to "'Tower Assets"9 mall mean, individually, and collectively, the Owned Property, the Ground Leased Property, and all of the real and personal tangible and intangible assets, properties and rights,, owned ley Seller that are used -in,or accounted fbi- as a part, of, the ownership anild operation of the Towers (defined, below), and the operation of the business related thereto (except for any Excluded Assets as defined below)), including without limitation, the fall owing: (i) Six,(6)wi reless comm unications towers each:a"TowerTT, and together the "Tower$") located at the sites set forth in Schedul Le !,La)L11 (each a. "Site", and together the _S—it—Cq 7); (ii) all Tenant Leases relating to the Site's existing as of the Closing, including without limitation those set forth in Schedule I(A)Lti), which schedule shall identify for each Tenant Lease, each Tenant's name, any Security Deposit as defined, below), held by landlord, or due to tenants,and the current monthly rent payable; (iii) the ml property owned by Seller relating to the applicable Sites as set forth, in, Sche4ule 1 a) ii the"Own_ Prp ed _pqrt_y (iv) the ground leases(the"Qgpu Lease").relating,to the applicable Sites set forth in Schedule 11alLivI(th " round,L the G Pro rty"'); -- Me-_- is all buildings, structures,improvements and fixtures located at the Sites mid owned or used by Seller in connection with the ownership and operation of the: Tower Assets and all physical assets (other than the Towers arid other real property and, interests, the m-11n), owned by Seller and located at.the. Sites-, (vi) all purpaid, expenses, credits., advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charge s, sums and fees (Including, without hinitation, any such item, relating to the payment of Taxes) related to the To Assets; (vii) all insurance benefits, including rights and proceeds, arising, from or relating to the Tower Assets, (viii) all other assets used. or useful in connection with, the ownership or operation,of the Towers; (ix) (A) the security deposits if any) frorn tenants paid to Seller under the Tenant Leases (each a "Se unty D e osit", and collectively, the "S=udIX_Pqpqsjg7), all of'wh1ch s, —1 --_p— are disclosed, in, Schedule_] all 1,,Jv (B) all rights to any warranties held by Seller with respect to, the - Tower Assets, including without limitation the Towers, (Q all rights under any Govennnental Authorizations held by Seller with, respect to the ownership or the operation of the T ewer Assets, (D) utility deposits and reservation fees paid by or on behalf of Seller with respect to the Sites and (E) any, condemnation or MiRent, domain proceeds received by Seller after the date hereof with respect to the-rower Asscts; (x) all rent or other amounts received or receivable by Seller, under the Tenant Leases relating to the period following the Closing; and (xi) the M,icrowave transport network, ]-ricl din all li censes and assoc iated assets necessary or currently used in the operation, of such network (collective'ly, the"Microwave As-sets")� B For purposes of this Agreement, the to "facluded Asse&' shall mean the bank and securities accounts of Set I er. I Ass I_mption of Liabilities end-QLbligLf—ions. Subject to the terms and conditions of this Agreement, at the Closing" purchaser shall assume and agree to, pay, dischargeand perform only those executory liabilities accruing from and after the Closing relating to the Owned, Property, under the Ground Lease and under the Tenant Leases(the"Assu-ned Obi iggations"'). Except for the Assumed ON igations, Purchaser shal I not,assume or in any way,undertake to pay,perform,satisfy or discharge any obligation or liability of Seller (contingent or otherwise), arid Seller agrees to pay, Perform, satisfy or discharge when due any obligation or liability other t I han the Assumed Obligations (the "Excluded QhIjgafiga§7Y The Excluded Obligations include,, without limitation, all, contracts, obligations, Taxes, assessments, accounts payable, commitments, costs, expenses, arrangements, understandings, Claims, debts,demands,obligations and liabilities of any des ptlion,not specificzdly assumeed.herein as Assumed Obligations, includi ng those that are: (a) incurred or made by Seller prior to, the Closing in connection with the Tower Assets or the operation thereof, (b) caused by, accruing out of, or resulting ftorn, any act or omission of Seller, its owners,,. managers, officers, employees, agents or independent contractors, acting in any such capacity on,behalf of Seller,or(c) any liability (whether direct or as a result eft rrsferee lial ility. joint and sever~l liability, contractual liability) of Seller for Taxes (including, without limitation, all income Faxes incurred, on, after or before the Closing). All Excluded Obligations shall remain and be the obligations and liabilities solely of Seller. 1 ng Me t LO n- A. Inspection Pcriqd- Purchaser shall have the right, between the Effective Date and the date ninety(90)days after the Effective Date(the-ln,.sp,cct.iQn period"), to enter upon, inspect, investigate and conduct legal, financial, business, environnicnal, technical and any other due di 1i gence that P urchaser determines is necessary in its reasonable discretion,with respect to the Tower Assets. In the event Purchaser, provides wnitten notice to Seiler on or before the, expiration of the Inspection Penod that it is not satisfied, in its sole discretion, with the condition of the To Assets or the results of its due diligence investigation, upon the delivery of such notice this Agreernent shall be deemed terminated and of no further force or effect.. B. Erma and In,a pectio pl. During the Inspection Period and through the date of Closin& Seiler shall permit Purchaser and its representatives full and free. access: (during normal business hours)to all o f die To wer Assets, and Seller shall ffimish to Purchaser all reports, documents, records, and inilbri-nation, including, without limitation, electronic copies thereof, to pemt1t Purchaser to perform its due diligence investigation with respect to the Tower Assets. Purchaser may undertake a cos piete physical inspection of the Tower Assets; provided, however,, that any such physical inspection shall notres- ult in any damage to the sarne. Except as otherwise provided herein, no such inspections, Investigations or examinations shall. unreasonably interfere with Seller's business or operations_ After completing any physical inspections of the Sites and.TowerAsset's, Purchaser shall restore and repair any damage to the same caused by such inspections to the condition existing, immediately prior to Purchaser's entry in all material respects.The cost and expense of the inspection by Purchaser contemplated under this Section 3.13 sh,�ll be borne by Purchaser. C. aue Dili _ence terra s. Not more than ten (10) Business Days following the g Effective Date, Seller shall make available to Purchaser, true. correct and complete copies, of such. of the following item-5 as are in Seller's possession or control, including, without !'imitation, electronic versions if any) (collectively, the "—Que Dili en It"s"): (I) al"I structural analyses, engineering reports and condition reports for the Towers,and all environmental reports and EPA reports relating to the Sites; (2) the Ground Lease, all Tenant Leases, easements, and licenses presently, in force covering the Tower Assets or any part thereof, (3) the most recent surveys, title commitments, title policies or abstracts of title together with all copies of all docurnents and instruments as recorded where applicable) referred to or Identified in tile title commitment, title policies,or abstracts,, includirig" but not limited to, all deeds and other conveyance documents evidencing transfer of title into, Seller, hen instruments, leases, plats, reservations, restrictions and easements,and all curative documentation executed subs-Nuent to the commitment.,, policy or abstract; (4) the most recent construction, engineering, architecturul or other plans or drawings and related. site plans, plats and approved drawin gs pertai n ing to,t,h P-constructio n,own ershi p or operation of the Tower Assets, as well as zoning pennits, vari ances, b ui[ding and other permits, which have been gmted or for which Sell er has made application, and the FCC and FAA applications, responses, approvals, and registration numbers submitted or received for the Towers; (5) the most recent real estate and personal property tax bill for the Tower Assets and any petitions for pending tax appeals or revaluations or adjustments to the to bill for the Tower Assetv, (6) current tenant and landlord contact information; the most current accounts receivable listing, aged based on invoice date,, for the Towers, invoice and tenant; the most current accounts payable listing—, aged, based on invoice date, by vendor and, invoice, and a reconciliation of both reports to the general ledger; (7) support, for any accounts receivable allowance or reserve in place as of the most recent date, by tenant and invoice; an itemized listing of all reversals and write-offs of accounts receivable balances, during, the past twelve (12) months for the Tower,-,, invoice and tenant dyne to uncoil ecti bi e amounts; accourits,receivable rol 1-fo m,ard,over the past twelve (12) months for the Towers and tenant, displaying invoiced arn, ounts, collection thereof, or reversal of amounts in (8) (i) cash receipts supporting the most recent month's collection of rental income for each Tenant Lease, and cash disbursements supporting the most recent month's payment of rent for the Ground Lease, (ii) for annual or other frequencies,. the latest cash receipt collected and (iii) for arinuaJ or other frequencies, the latest cash disbursement made; (9) cash disbursenient and invoice supporting the ,most recent annual, property tax expense recorded, (10) an executed W�9 for the owner(s) of the Owned Property and for the gou n d I essor(s) under the Ground Lease; (I I) available bank statements and deposit/disbursement support to reconcile all amounts paid and received to the bank statement; and (12) the deeds with respect to the Owned, Property. In the event that Seller ffills to deliver or make available to Purchaser any of the Due Diligence Items within ten (10) Business Days fbilowing the Effective Date, the Inspection Period -shall be extended byan amount of time equal to any such. delay for a maximum extension often (10) Busincss; Days. 4, Property Spgziffic Provisions, With respect to the Ownted Property and the Ground Leased Property, as applicable- A.- Title Commitment. Purchaser shall, at its sole cost and expense, obtain a title report fear anALTA title i,nsurancepol.icywit.lircspecttetliP. OwnedPz,-ope,rtyan-dt:he:GrouTidLea-sed Property in form and substance reasonably satisfactory to Purchaser(one or more such commitments, the"Title Comrnitmmerit" , together with, a copy of all documents referenced therein. R Survev. Purchaser may, at its, sole cost and eNpense, obtain a survey of the Owned, Property and the Ground Leased P I o perty (one or more such surve s, the "au y qy C. Emc_;ptigns to Title 0) Unp.grmitt-d Exceptions. Notwithstanding any provision to thee contrary in this Agreement and other than the permitted Exceptions, Seller agrees that the following, shall constitute unpermitted exceptions,, (A) any mortgages, deeds,of trust or other security interests for any financing affecting the Owned Property or the Ground Leased Property, In each case incurred by Seller, I inquent if unpaid at Closing, and if any such, Taxes are (B) Taxes which would be deb I payable in installments, such obligation shall apply to all such installments which would be payable whether prier to or after Closing; p rovided, however, that Seller shall I have the light to remove such Tax, exceptions at Closing with proceeds .from the sale of the To wen .Assets, (C) mechanics' and judgment liens, (D) liens, mortgages, security interests, claims, charges, casements, rights of way, encroachments, restrictive covenants, or other title exccptions or encumbrances resulting solely by, through or under Seller or its Affiliates, ag,ents, employees, representatives, or managers, not first appearing in the Title Commitment, and (E) such, matters as appear on Schedule B-1 to the Title Commitment capable of being satisfied by the pa -rentof a monetary sum. The unpermitted exceptions referenced in. items (A) through (,E) in, the prior sentence are collectively referred to as "MqngLary 1jrjpLnni!ted E,r ep,!j ns,". (ii) Updated Title CQmmitrnenLor Survey. If any update of the Title Commitment delivered to Purchaser discloses title matten, which are not disclosed, in the Title Commitment, (a "New Title Exggpflon"), or the Survey or any update of the Survey delivered to 'PT Pum-haser discloses any su Su rvey matter Which is not disclosed in the rvey(a " y D Ngw Surveefect and, together with New Title Exception., collectively a "Defect"), then PuTchascr shall have the right to request Seller to remove or Cure such Defect at or prior to Closing by providing written notice to Seller, an or before the date which is five (5) Business Days after Purchaser's discovery of such Defect,but in no event later than the Closing, after determining in its sole discretion that.such Defect: is not acceptable to Purchaser,(the:'- lewTit,l,ean.,d SUnSILQhjec lion Notic '), If Purchaser provides a New Title and Survey Objection Notice to, Seller, Seller may elect, by providing written notice (the "New Title and. Survev Election Noticel to Purchascr within the earlier of five (5) Business Days alter Sell G- 's receipt of such New Title and Survey Objection Notice or up to two (2) B us iness, Dais y prior to the Closing Date the "Seller Res onse Penod"), to (x) accept such Defect as an additional unpenni"ed eNception to be removed or Cured at or prior to Closing, or(y) rcffisc in its reasonable discretion, to remove or Cure such Defect; provided, however, that, if such Defect constitutes a Monetary U nperm,i"ed Except ion,, Seller shall be obligated to rem e ove or Cure such Defect at or prior to Closing- If Seller does not provide a New Title and Survey Election Notice to Purchaser within such,time period,then Seller shall be deemed to have elected to refuse to remove or.Cure such Defect ('othcr than Monetary Uripermitted Exceptions) as provided in clause (y) of the preceding sentence. If Purchaser provides a New Title and Survey Objection Notice to Seller within the time periods set forth herein, and Seiler elects or is deemed to have elected not to, remove or Cure, a Defect (other than Monetary Unpermitted Exceptions), then Purchaser shall have the tight, in its sole discretion, to elect, by providing prompt written notice ("Ngw Titlp and Survey R—oponse-Notice") to Seller within the earlier of(i) five('5) Business Days after-Purchaser's receipt of the New Title and, Survey' Election Notice or the expiration of the Seller Response Period., as applicable, or(it) the Closing (1) to terminate this Agreement or(2) to proceed to Closing pursuant to this Agreement and accept title to the Owned Property or the Ground Leased Property, as applicable, subject to such, Defect (other than Monetary Unperrnitted Exceptions), in which case such Defect (other than Monetary Unpermitted.Exceptions) shall be deemed to be a Perm-titted Exception- If Purchaser does riot provide a New Title and, Survey Response Notice to Seller within, such time period, Purchaser shall be deemed to have elected to proceed to Closing pursuazit to clause(2) of the precedi'lig sentence. Any Defects that Seiler elects to remove;or is obligated to remove hereunder together Frith the Monetary U npermitted Exceptions are referred to as"Ungermi tted Exec.p tions"- (iii) Removal of Unpermitted-Exceptions. Seller shall remove or Cure al.] U rap ermitted Exceptions at or prior to Closing.by (A) removing such Unpermitted, Exceptions from title or(13) causing the title company to, commit to, remove, such that it does not appear of recDrd, or msure over such Unpermitted Exceptions in the Title Policy, provided, howcve that say removal or insuring, over by the title company is in, forte and substance acceptable to Purchaser in as reasonable discretion, If the Titl c Commi,hnent discloses i udgrnents, bankruptcies or other returns against other persom or entities hav-Mg nwn es the same as or sirn i Iar to that of Seller, then S el I er,on request and to the extent applicable, shall deliver to Purchaser or the title company affidavits to the effect that such judgments, bankruptcies or other retums are not agai I nst Seller, D. Title Policy. At Closing, Purchaser shall cause the title company to issue to. Purchaser an ALT A fo;;Tof--title insurance policy with respect to the Owned Property and the Ground Leased Property(or eq ui vW, ent form a f owner's title insurance policy then,customari ly bei ng accepted by purchasers of properties: in I ,i the state where the applicable Owned Property and the Ground Leased Property is located), or binding commitmera therefor to issue the same, dated, or updated, to the 1.11 Closing Date, insuring, or irrevocably committing to insure, at normal statutory premium, rates, M without the req uirement for additional pre mi ums or escrows to,be posted by Purchaser, wi th extended coverage w1th respect to the Owned Property and the Ground Leased Property, with customary endorsements, the Owned Property and the Ground Leased Property and improvement,9 on each, subject only to the Permitted Liens (one or more such policies, the "Title Pglicy'l The Title Policy shall be dated as of the Closing ate with gap coverage from Seiler from the Closing through the date f recording and shall be issued at such p 's sole cost and peas-e as i,s customary for a similar Purchase in thejurisdichon ofthe Owned Property and the Ground Leased Property, applicable. E. Con e At Closing, Seller shall convey to Purchaser i good,,marketable and insurable fee simple interest in the Owned Property and goad leasehold title t the Ground Leased Property, subject only to l the Permitted Liens relating thereto and, any, Unperraltted Exceptions which are Cured,by causing the title company to temo ve or insure over such matters in the Title policy in accordance with, Secti . iii , but which offierwise are not removed from title, ii good, marketable and insurable title to the personal property, &ee and: clear f all Liens other than Permitted Liens. . Purchgse Holdback; .efu d., A. urch e Price.The purchase price:for the-Tower Assets(die"Purchase Price shall. be _ _ subjectto adjustment pursuant to ti res, which shall b paid by Purchaser to Seller by wire transfer of immediately available Brads upon delivery of the � o� e r sctizt l�ere�ndera B. on e H ldba . At losing, Purchaser shall hold back and retain a a,-mount equal t "LpAg, Key Holdbae v; as security for the renewal ofthe Ground Lease for the Long Key Site e parties acknowledge that the Ground Lease for the Long Key Site is rmpidng April 19,202 1 negotiations for the renewal of Ground Lease f6r the Long Key Site is ongoing. Upon, the renewal and ,taut execution of the G round Lease for the Long Key Site by the landlord air lessor thereunder and Purchaser or one of its affiliate.% the Long Key Holdback Funds shall be disbum d to Seller. Notwithstanding, if the Ground Lease for the Long Key Site is not renewed and mutually executed by the landlord or lessor thereunder and P rebas r or one of its affiliates,on or before April 19, 20221 the Long e r Holdback Farads shall be released to Purchaser, and, Seller shall have -no further rights, interests, or elaims to the Lose Key Holdback Funds or any other cons ideration for Long Key Site under this Agreement. Seiler shall use good faith and diligent effort to facilitate the renewal. and. mutual execution of the Ground Lease for the Long Key Site by the landlord or lessor thereunder, but has no affir ati ve obi i tion to take any action in furtherance t:h rccf. Tower Defects: Purchaser and Seller acknowledge and agree that there are certain defects with respect to theTower(s) set forth Schedule,..., a� ii" `T r eels ' . umb will endeavor to rernediate the Tower er Defects, post-Closing to its sole satisfaction-. Purchaser shall receive a c against e purchase Trice at Closing,in the `'41@i � cunt cf }i _ul, _ 'Regal r if towards the rem edi ti n,oaf the Tower efects aid be releas ern obligtinn and liability with, respect to the Tower Defects. Purchases will be responsible for any costs and expenses to rernediate the Tower defects that exceeds the Repair Credit. Tenant Rent bat to Purchaser and Seller acknowledge that post-Closing, Sprint has the right to abate rent under its T" nazzt Lease in the amount of as a result of a prior overpayment: to Seller -" nt. ate ent"). Purchaser shall receive a credit against the Purchase Price at Closing in the amount of to offset such, Ren,t Abatement, 61, Time and. Place for Performance. Provided that all conditions to Closing hereunder have been satisfied or waived by the applicable parties, the closing of the transactions contemplated hereby (the -C -i n2 D ate)or any other jLo lost place on June 4, 2019 (the "Anfic.113ated Clos, g") will take date or dates agreed to in writing by the parties. The parties intend to exchange executed documents prior to the Closing, to be held in,escrow by each party's respective counsel, with such Closing to be conducted by telephone and email. In the event that all conditions to Closing have not been met or waived by the Anticipated Closing Date, the Closing shall occur on, the fifth (5h) Business Day following the satisfaction or waiver of all such, conditions, or on 5uc date Seller d I h other as ,elle an Purchaser shall munially agree. The data that the Closing occurs shall be referred to as the "Closin Date". 7. P.e resentationg, and Warranties of Seller. Seller hereby represents and warrants to Purchaser as follows: A.. QE ization, and Auth tit , Seller is a limited partnership, duly organized, &u validly existing and in good standing und7er the Laws of the State of Florida,and possesses all requisite organizational. power and. authority to own, lease and operate its assets as now owned or [eased and operated and is duly qualified and in good standing in each othIerjurisdiction in which the character of the assets owned or i eased by such E ntity requires such q uali cation. S el I er has all requisi te power and authority necessary to own and operate the Tower Assets and to execute and deliver, and to perform its obligations under each Closing- Document to which it is a. party and to consummate the transaction and the other transactions contemplated,, hereby and, thereby; and the execution, delivery, and performance by Sell er of ea,ch Closing Docu m en t to whi ch it is a party have been duly a uthonized by all requisite partnership action. ThisApreement and ea;c;h Closin g, Document are or will be legal,, valid, and binding agree eats of Seller enforceable in accordance,�;,,Jth- their respective terms, except in eadh case as such enforceability may be limited by bankruptcy, moratorium, insolvency, reorganization or other similar laws affecting or limiting the enforcement:of creditorsn-ghts,g-crierally and ex cept as such enforceability is subject to gcncral,princi pi es o f equi ty(regardless of%vhether su ch enforceability is considered. in a proceeding h'i equity or at law),, B. No Conflicts. The execution, delivery and perforinance by Seller of this Agreement and the other Closing. Documents, to which it is a party, and the consummation of the transactions contemplated, hereby and thereby., do not and, will not- (1) conflict with or result in a, violation or breach of, or default under, any provIsion of the partnership argreement, certificate of limited, partnership, or other organizational documents of Seller; (ii) conflict with or, result in a violation or breach of any provision of any Law or Order applicable to Seller, its business or the Tower Assets, (ifi) conflict with, result in a breach of, constitute with or without due notice or lapse of time or both)a defau It under, result In the acceleration of,create In any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of Indebtedness, Lien,or,other arrangement to which Seller is a party or by which Seller is bound or to which any of their respective assets are subject; or (iv) result in the creation, or imp si ti o ri of any Lien on the Tower Assets.:No consent, approval,lac rmit, Order, deel aration or filing with, or notice to, any Person or Authority is required by or with respect to Seller in connection with, ............. the execution and deli cry o f th,is Agregiment or any of die losing Document's and the consu rnmatj an of the transactions contemplated hereby and thereby. C, Le al Actions/Governmental Orders. There are no Actions pending or, to Seller's Knowledge, threatened. in writing against or by Seller (i) relating to or aft"ecting Seller's business, the Tower Assets or the Assumed Obligations; or (11) that challenge or seek, to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred, or circumstances exist that may give rise to, or serve as a basis for, any such Action. There are no outstanding.or pending,Orders and no unsatisfied judgments, penalties or awards against, relating to or affecting the Tower Assets or that would reasonably be expected to, impair Seller's ability to co nsumm ate the C losing or perfe rm its ob ligatio ns under this Agreement D T t den Leases. Sell,er has provided to Purchaser true, correct and, complete copies of each of the Tenant Leases and all amendm, ents thereto. Except as set forth in 5ection 5 hereinabove, each of the Tenant Leases is in fbl,l force and effect,has been duly authorized, executed. and delivered by Seller and, to SOler's knowledge, the other parties thereto, and is a legal,, valid and binding obli gation of Seller, enforceable in accordance: with its respective terms. Sellu will assign its interests, in the Tenant Leases to Purchaser at Closing free and clear,of all Liens, excepting only the Permitted Liens Other than the Tenant Leases, there are no leases, subleases, licenses or other occupancy agi-eernents (written or oral) which grant any possessory interest in or to the Tower Assets or the improvements, thereon, or which-grant any other nights with respect to the use of any of the Tower Assets. Seller has performed its obligations under each of the Tenant Leases, in all material respects, and is not in material default thereunder, and to Seller"s Knowledge, no other party to any of the Ten et Leases is in default thereunder in any material respect. With respect to each. Tenant Lease-, (1) Seller is collecting the rent set forth in such Tenant Lease an a current basis and there are n-o past due amounts, thereunder; (il) the tenant is neat entitled to any rental concessions or abatements in rent for any period subsequent to the Closing Date; (ifi) Seller has, not given notice to the tenant claiming that the tenant is in default under the Tenant Lease, and', to the best of Seller's knowledge,, there is no event which, with the giving of notice or, the passage of time or both, would constitute such a default- (iv Sel I er has not received watt notice from the tern claiming that S el I er is in default under the Tenant Lease, or claiming that there are defects in the improvements; (v) Seller has not, received written notice fi7orn the tenant asserfing any Claims, offsets or defenses of any nature whatsoever to the performance of its ob I igations under the Tenant Lease and, to, the best of Seller's, Knowledge, there is no event which, with the giving of notice or the passage offirne or both, would. constitute the basis of such Claim, offset or defense,, (vi) except as expressly set forth in the Tenant Lease, there, are no security deposits or prepaid rentals under such Tenant Lease; (vii), the Tenant Lease does :rant pro videfear non-monetary rent or other consideration to the lessor thereunder; (viii) the tenant is not. an Affiliate of Seller; and (ix) Seller has not received notice ftom or had ally correspondence aith the tenant regarding any pending or contemplated, bajikrupitr-y,Pro,ceeding,9,,with respect to such tenant, and there are no facts known to Seller er that would lead it to reasonably believe that the tenant intends to file (voluntarily or involuntarily) a case in bankruptcy or reorganization in any state or federal court, No consent is needed under any Tenant Lease to assign such lease to Purchaser. E Owned Pro ggqv, Except asset, forth on Schedule I,Lfa �J�,, Seller leas goad and. marketable flee:simple title to the Owned Property, face and clear of Liens other than Perrtiitted Liens, and is the sole owner of the improvern-en. 1,9 thereon_ Seller has obtained all casements and rights-of- way that are necessary to provide access to and from the Owned Property and no action is pending,or to Seller's Knowledge threatened or event existing which �, ould have the effect of terminating or limiting such access. No part of the Owned Property is subject to any pending or, to Seller's Knowledge, threatened suit for condemnation or other taking by any public authority. F Condition of P—p—ty. To, Seller's Knowledge and except as set f6rth on Schedule ]LaXyfil, all buildings and other improvements included in, the Ownt�d Property are in good operating condition and repair (ordinary wear and tear excepted) and free from matenal def6et or damage and comply with applicable zoning, health and safety laws and C;Qdes. G. Ground, Lease. Seller has good. anA marketable leasehold title to the G round. Leased Property, free and clear of Liens other than Permitted Liens, and is the sole owner of the Improvements thereon. Seller has, provided to Purchaser a ",e, correct and complete copy of the Ground Lease and all amendments thereto. Each Ground Lease Is In full force and effect, has been duly authorized,,executed and delivered by Seller and, to Seller's Knowledge,the other party thereto,, and is a legal, valid and binding obligation of Seller, enforceable in accordance with its, respective terms. Seller is the original lessee or has validly succeeded to the rights of the original lessee) under each applicable: Ground Lease. S.,eller will assign its interests in each Ground Lease to Purchaser at. Closing free and clear of all Liens, excepting only the Per itted Liens. Each.Ground Lease includes all necessary access to and from the applicable Ground, Leased Property. With respect to each,Ground Lease-. (i) Seller has paid the rent set forth In the Ground Lease on a current basis and there are no past due amounts'. (fi) Seller is not obligated to pay any additional rent or charges to the landlord thereunder for any period subsequent to the Closing Date; (iii) Seller has not prepaid any rent u rider the Ground Lease more than one(I)year in.adance; (I v) Seller has not received notice from.or given notice to the law lord thereunder claiming that landlord or Seller is in default under the Ground Lease, ,and, to the best of Seller's Knowledge, there is no, event wliich, with the giving of notice or the pass ageof time orboth,would constitute such a default-,(v) Seller is in actual possession of the[eased premises under the Ground Lease; arid (vi) the landlord is not an Affiliate of'Seller. kIL Sites and Tower Assets. (i) Seller owns the Tower Assets, free and clear of all Liens other than Permitted Liens, and will transfer to Purchaser at. the Closing, good, rnarketabbe and insurable title Cher to, free and clear o f all Liens other than P erm itted Liens. (ii) The Tower .Assets are sufficient to. permit Purchaser to, operate the business of the Towers as currently conducted by Seller and constitute,all the assets used or held for use in the business or operation of the To,veers. Seller has not recei ved notice that any Site is not in compliance with all Applicable Laws. All improvements of Seller on ft Sites are: in, compliance with applicable zoning, NEPA, FCC, FAA, the National Histo-fic Preservation Act and any related cur similar state I aws and hued use laws., Except as set forth on 5,c I a ,v ,no consent,,approval he u I e �fi or authorization of, or registration or, filing with, any Person or Authority each, a "Ihid:EgLmy C i of this m nt, qnsent") is required to b�obtained in connection,,with the execution and delivery t i gree e the Closing Documents, or the consummation of the transactions contemplated hereby.There are:no removal hoods, cash deposits, letters of credit or other seeurlty that Seller has posted relative to the Towers or the Sites. Except as set forth on&_hr-dul ej LaXyi i 1.there are Re ground systems, generators or generator fuel twiks located on the Sites. There are no, agreements to which a, third party has the right to market:or lease space to any Person at the Sites, or to receive income from any Tenant at the Sites, pursuant to a marketing or management agreement, compensation agreement Or other similar arrangement. I. Towers, To Sellers' Knowledge, (1) there are no physical, structural. or mechanical defects in,the Towers, and the Towers are suitable and adequate for its intended use-, 01) the Towers and, irn provements are 5tructurah y sound., are in good operating condition and repair,r, are adequate for the uses to which they are being put, and have been maintained in accordance with industry standards; and (iii) except as set fortis on-Schedule 11La)(viDi neither the Towers nor the improvements are in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost.. J. Qrdi ga Cour sc of Business. During the twielve-month period imanediately pTetedlng the date hereof; (i) Seller has conducted and operated.the burin s and the Tower A ssets in the usual and ordinary course of business consistent with,past practice, used its;best efforts to maintain and pre-serve the business and the Tower Assets and has not disposed of any of the Tower Assets, except, for obsolescmee and repairs and replacements in the ordinary course of business, and.(ii.)there has be no Material, Advm Effect, K, Brof or� Fin er: nt banker, financial �. There are: no agent, broker investme advisor or other flirm or Person has been engaged by, or on behalf of Seller or Purchaser, or will, be entitled to any fee or commission in connection with the transactions contem,plated under this Agreement. L, -EnvironmentaUvLa"ers. (i) Except as set forth, on Schedul S a yi , since Seller- acquired J jLJ,Ll ownership andlor control of the Sites and/or Tower Assets, no Hazardous Substance or waste (including, without limita -on, petroleum products) or other material reg-Wated under any applicable Environmental Heal th and S at-4y Requ irements i s located,,Or has been generated,, stored, transported or released on, in, frorn, or to the Sites or the Tower Assets.. Seller has, not entered into or received, any consent doer , compl iance order or adm i ni strati ve order I ssued pursuant to any E,nvironmental Health and Safety Requirements and Seller is not a party in interest with respect to any judgment, order, writ, injunction or decree issued purl' ant to any Environmental Health and Safety Requiren-itmts. Seller is not the subject of or, to Seller's Knowledge,, threatened with any Action in vol ving a, dem and for damages or other potenti al Ii a-b ifity with respect:to violations or breaches of any Environmental Health and Safety Requirements relating, to its ownership or operation, of the Towner Assets. Seller has not received any written noti ce that (i) any Environimental Pe rmit is not in full. force and effect or(ii) it is not in, compliance in, all material respects with the terms of all of its Environmental Permits or all Environmental Health and Safety Requirements.. To Seller's Knowledge, neither the Sites nor the Tower Assets are the subject of any investigation by any Authority with respect to a.violation of any Environmental Health and Safety Requirements. (ii) To the Sellers' Knowledge, Seller is in, compliance with, and has all, perrrikts required by, atl Environmental Health and Safety Requirements. M o Third-EAagy RighLts. No Person other than, Purchaser by reason of this Agreement has any contractual or other right of first refusal or any other right Or Option to acquirle the Tower Assets (including without firnitaticin the Owned Property and the Ground Lease) or any portion thereof, including through any merger, consolidation, liquidati I on, dissolution or other reorganization. N. Legal Actions. There are: (a) no Legal Actions of any kind pending or, to the KnowliM f Seller, threatened, at Law, in equity or by or before any Authority against or relating to the ownership or operation of any of the Tower Assets or the business, and neither Seller nor its Affiliates has received notice of any of the foregoing, and (b) no Orders by any Authority against or affecting the Tower Assets or that are otherwise binding on any of the Tower Assets., 0. Authorizations- (1) To Seller's, Knowledge, Sghedule I(gXvij sets forth a true correct and complete list of all Authorizations in the possession of or issued to Seller relating to the Sites, ((he "Business lie n-nits"). is Except as set forth in S,ch _uLl e 11 La ILyfil and other than with respect to the:Microwave Assets-, (A.) to Seller"s KIn owl edge,each Site and all related Improve,meats) has be" constructed and the Rusiness has been conducted and operated, and is being conducted, and operated, in accordance with all Autho,fi2ations in all material respects (including Ifforn the FAAj FCC, Un Itcd S tates Ai my Corps o f Engineers, Tribal 14 istori Q Preser-vation Officer and State H I'storl c Preservation Officer, if applicable) and in compHance with, all Applicable Laws: (including Laws Or relating to zoning and similar restrictions relating to the use or enjoyment of real property); (8) to Seller's Knowledge, the Business Permits constitute all the material Authorizations that are necessary for the ownership and operation.of the Business, and each Tower Asset, (including from the FAA, FCC, United States Amy Corps of Engineers and State historic P reservati o n Office, i f appI icabl e); (C) to S61ler's wledge, all Business Permits are valid and in good standing, are in full force and effect and are not impaired in any material respect by any act or ornission of Seller or any of its Affiliates or Representatives, and the ownership and operation uf Tower Assets are in accordance, in all material respects, with the Business Permits, including all lighting and marking requirements imposed by the FAA and FCC; (D) to Seller's Knowledge, all Improvements are in compliance in all material respects, with, applicable zoning requirt�ments, wetlands requirements, the National Historic Preservation. Act and any related or similar state Laws, land, use Laws and applicable title covenants,,,conditio ns,restri ctio ns reservations ire ail respects,no w and at the time of d evel upment of the related Site as a communi cations faci I ity; and (E) there are no NOTE.' s:associated with any of thit.-Sites that have not been properly closed or extended in accordance with.Applicable Law. P Taxes. Seller has filed all foreign, federal., state, county and local. income,, excise, property, sales, use, franchI se, emplo, yinent and, other Tax returns and reports which are required to have. been filed by it under Applicable Law in connectiori with the Sites and the Tower Assets, and has paid all Taxes which have bccomeduc pursuant to such returns or pursuant to any assessments which have become payable. There are no Tax Liens, on any of the Tower Assets that will not be paid Prior to or at Closing or contested by Seller prior to or at Closing or, to Seller's Knowledge any. Lien, action, suit, proceeding, invest'gation, audit,, examination or assessment with, regard to any Taxes that related to the Tower Assets, or which could result in a Lien, other than a Permitted Lien, on any, of the Tower Assets, Q. ILtilities. To Seller's Knowledge, all water, sewer, electric, telephone, and drainage facilities, and all other utilities required by Applicable Law or for the normal operation of the Sites as currently conducted by Seller have,been connected to the,buildings,constructed upon-the Sites. are connected with valid permits, are in good working order and are adequate to service the Sites, R Bankruptcy Matters. Seller has not had proceedings pending or threatened by or aga i nst it in.bankruptcy or reorganization in any state or federal court.,resolved or otherwise agreed to file a case in bankruptcy or reorganization in any state or federal court, or admitted in writing its inability to pay its debts as they become due. S, o eratin,�Ex egses. Lch�Ld�ulcl a,�vffl�set forth the true and correct amounts p� payable by Seiler as operating expenses with respect to all of the Tower Assets for the most recent pay period (monthly or annual, as applicable, depending on the type of expense, and identifying such utilities, insurance, real and personal pay period on which shall includ all l, -outinely incurred xpen propert taxes, recurning maintenance, monitoring, and such other e, ses as are i y M in tht!operation, of and.maintenance of the Tower Assets. T. D,i s c_10 s4 n o ,sure. No representation or warranty by Seller, r any t ter ent r certificate furn-Ished by Seller to Purchaser pursu ant to this Agreement or in connection with the transaction contemplated by this Agreement, contains any untrue statement of a material fact or omits any statement of a material fact necessary in order to make the statements and iaffirmation contained in this Section 7 not misl cad in g- Nahvithslaneling, anything to the contrary in this Agreement, Seller's representations and warranties set forth in this i.�9266n 7 shall not survive, Closing or the termination of this, Agreement- Further, Purchaser acknowledges and agrees that, except asexpressly set forth in SLecjjon -5,, the purchase of the Tower Assets shall be on an LIAS IS" basis.To the extent that the Agreement is not signed simultaneously with the Closing, the parries agree that for all intents and purposes the Agreement shall be deemed to have been. sigried sir-nultaneously with the Closing, such that there shall be no period of time which is after the Effective Date and prior to the Closing. The parties further agree that Purchaser's remedies relative to Seller's representations: and, wamantics are lirilited to those expressly set, fbrth in.5ertriqn 5, The parties agree that neither Purchaser nor Seller is under any obligation to consummate the Purchase contemplated in the Agreement and neither party is under any obligation to close the Purchase. 8. Rm-esentations an�d %'=�antiesof �Purchmu. Purchaser hereby represents and warrants.to Seller as follows: A, Ord com, pang, duty gani iza.fipn and Autirgrity Purchaser is a. limited liability organized, validly existing and in good standing under the Laws, of the State of Delaware,, and possesses all requisite organizational power,and authority to own, lease and operate its assets as now ow ned or l eased and operated and is duly qua]i fi ed and in good standing in each other juri sdiction in which the character of the assets owned or leased by su ch Entity requires such qualification, Purchaser has all requisite power and authority necessary to execute and deliver, and, to perfbi-i-n its obligations under each Closing Document to which it is aparty and to, consummate the transaction,and the other transactions contemplated hereby and thereby; and, the execution, delivery and performance by Purchaser of each Closing Document to which it is a party have been duly authorized by all requisite limited liability company action. B, No )ref icts. The execution, delivery and perfarniance by Purchaser of this Agreement and the other Closing Documents to which, it is a party, and the consummatio:n of the transactions contemplated hereby and thereby,, do not and will not.. (i) conflict with or result in a violation or breach of, or default under, any provision of the articles of organization., operating agreement or other organizational documents of Purchaser or(ii) conflict with or result in a,violation or breach of any provision of any Law or Order applicable to Purchaser,No consent,,approval, Permit, Order, declaration or filing with, or notice, to, any Person or,Authori.ty is required by or with respect to Purchaser in connection with the execution and delivery of this Aggeement, or an of the CIOy sing Documents and the consummation of the transactions contemplated hereby and thereby. C- Woker or Finder. There is no agent, broker, investment banker, financial advisor or other firn-L or Person engaged by or on behalf of the Purchaser or any of it's Affiliates which is or will,be,entitled to a.fee or commission in,connection,with the Purchase or the execution, delivety or performance of this Agreement. Notwithstanding anything to the contrary herein this Agreement, Purchaser's representations and warrantics set forth in this Section 8 shall not survive Closing or the term,ination of this A Free menL 0 % Condug fier the Effealve Date and prior .Lofzusiness by Seller Pending eC[osinp-. A to the Closing Date, Seller shall own, operate and maintain the Tower Assets in the ordinary course of business consistent with past practice, which shall include., without firnitation, (a) keeping,cacti,of the Tawer .,:sets free (if debris and excessive vegetation, in good commercial working order and NOTAM free; (b) preserving the business of the Tower MsL-ts, paying accounts payable and collects accounts receivable, all in the ordinary course of business,consistent w1th past practice; Vic)operating the Tower Assets in compliance with. FCC, FAA and. other Applicable Laws; (d) keeping the Tower, improvements, Owned Pr per and the Ground Leased, Property in good operating condition (ordinary wear and tear excepted) and preserving intact the Tower Assets; (e) not selling, disposing of or other%,ise trans ferrin the Sites or the Tower Ass,��ts,- (Q not creating, assurning oi-perm itti ng to, 9 .1 in exist any Li ens on the Tower,Assets except Pen-nitted Liens not undel takin or comm, encin g,any renovations or alterations of the Tower Assets, and (h) maintaining insurance on the Tower Assets in such amounts as are commercially reasonable and. consistent with past practice. In addition, Seller, shall not enter into, cancel, medify, alter, amend, consent to the assignment of or terminate any contracts, leases, arrangements, understandings or agreements that will affect any of the Tower Assets, including,but not lirnited to, any amendment, renewal, modification,.assignmnt,,tcrrr,irtaticrn or other alteration of any Tenant Lease or the Ground Lease. To the extent that Seller proposes to enter into any new Tenant Lease between the Effective Date and the Closing Date, Seiler shall use Purchaser"s form of tenant lease agreement and shill submit such new Tenant Lease to,Purchaser for its approval,; which, approval shall not be unreasonably withheld, delayed or conditioned. 10., Notice of Certain Events. Frorn the date hereof until the consummation of the Closing, Seller shall promptly notif Purchaser in writing of: any fact, circumstance, event or action the: existence, occurrence or takking of which(i) has had, OT could real omall y be ex pected, to have, in di vW ua I ly or in the aggegate,a Materi al Adverse Effect, (ii) has resulted inat or could reasonably be expected, to result in, any representation or warranty made by Seller hereunder not being true and correct, or (iii) has resulted in, or could reaso nably be expected to result in, the failure of any of the conditions set, forth in ection 1.2 to be satisfied; B., any notice or other communicationfrorn any Person alleging that the consent of such Person is or may be required in, connection with the transactioris contemplated by this Agreement; C. any notice or other communi cati on ftm arty Authonity in connaction with the transactions ,conternplated by this Agreement; and D- any Actions commenced or,to S.Oler'sKnowledge,threatened against,Mating to or involvi I ng or othenvise affecting the Tower Assets or the: AssurnW Obligations that, if pending on the date of this Agr(;,-ernent, would have been required to have been disclosed pursuant to Section 7.Q or that relates to the consummation of the transactions contemplated by this Agreerncntr. Purchaser's receipt of infonnation, pursuant to this Section 10 SAMI not oper ate as a waiver or otherwise afftkct any representation, warranty or agreennent given or Trade by Seller in this Agreement and shall not be deemed to amend or supplement any disclosure schedules. I I. ClosipgQocunients. A. At Closing, &!,Uershall execute and deliver to Purchaser such normal transaction documents as may reasonably be required by Purchaser or its title insurance company, each in a, rorirt reasonably acceptable to Seller and, Purchaser, including, without limitation, the, following (collectively, the "Closing bo'eUrnentr'S"'), (a) a certificate stating that Seller is not a "foreign person" as defined by the Federal Foreign Investment.in Real. Property Tax Ack;t b)a copy of Seller's organizational do cur neats and- resolutions of the governing body of Seller authorizing the exceut io n, d el I very and perforinance of this Agreement. the transfer of title to the Tow er,Assets and the other Closing Documents by. Seller„ and an officer's certificate of Seller, daled the Closing Date, that such resolutions were duly adopted and are in full force and effect; (c) a B i It of Sale transfeni ng title to the Towers in the form, attached hereto as Exhibit A, (d) an Assignment. and Assumption o f Tenant Leases in the fonvii attached hereto as Exhibit B;(e)spee ia I warranty deeds with respoct 9 Mn I to the Owned Property duty executed and ac:knowledged, in the form attached hereto, as Exhibit, C; an Assignment and A5sumption of Ground, Leases in the form attached hercto as Exhibit ; (f) an estoppel certificate from and executed by the tenant under each Tenant Lease, in,the form attached hereto as Exhib it E (g) an estoppel cerfiricate from and executed, by landlord under the Ground Lease, in the form attached hereto as,ExYibit (h) i I JF, tit entiona I ly doled;(i) any reasonab le and customary affidavits reqtfired by, and satisfactory to,the title(,,oinpany in order ftt a title irnsurance policy with respect to the Ground Leased.Property,at normal statutory premium rates and without the requirement for additional prerniums or escrows to be posted by Purchaser and generally in form and substance reasonably satisfactory to Purchaser, inay It issued fee and clear of the standard except ions which a title company is permitted by Applicable Law to remove ormodi fy I'very of suchaffidavits, y an executive officer of Seller certifying that (i) upon ddi , 0) a certificate sip-ed b Seller has perforrned and cornpljed with all agreements and covenants required to bi-, per oror complied with by it under this A.1,7cernent at or prior to the Closing, and (11) each of the persons executing and delivering this Agreement and the Closing,Docurnients to which it is a party on behalf of Seller has the authority to execute, deliver and consunuiiate this Agreement and each Closing Document,and(k)payoff am,ounts and evi dence Of termination to the reasonabi e,satisfaction of Purchaser's counsel of all Liens affectiro g the Tower Assets. B, At or prior to Closing,Seller shall con p[etc in the FCC's ante structure registrat ion system (the "FCC's ASR Database") its portion of FCC Form, 8,54 (Application for Antenna Structure Registration) and prwvide,the signahtreof an authorized person to assign the amen na structure registration for IN-,Tow,ers in the FCC ASR Database from Seller toPurchaser.,Seller shall initially log into the FCC AS R Database to initialize the transfer of ownership of the ant ia structure registral"I,on for the Towers. from Seller to Purchaser and then Purchaser, upon receipt of notice from the FCC of Seller's completion of its portion of FCC Form 854, ,shall finalize the transfer of ownership of the anterma structure registration by or pleb its portion of FCC Form 8 54 and s ubmitt ing the application electronically to the FCC e Seller's point of contact for the FCC Form 8 54 is with an emai.1 address of 11 on Action to Cjp EL.n_g. A. Conditions to Obligations of Each.Partv. The respective obligations of each party to consummate theP urchase shall be s ubi ect to the condition at or prior to the Closing Date, which, condition may be waived in writing by the appi.icable party, In %vhole or in part, to the extent permitted by Applicable Law, that no Action shall be pemding before any Authority seeking to enjoin, restrain, prohibit or inake illegal the consummation off'the Purchase: ,B. Conditions to Oblj arson s of Purchaser4 Ile obligation of Purchaser to consummate the Purchase shall be subject to the satisfaction of the ffillowing conditions, any or all of which may be waived in wri- ing, in, whole or in. part,, by Purchaser to the extent Permitted by Applicable Law: W (A) the representations and warratifies of Seller contained here-in shall. be true and correct in all material respects (except fiar representations and warranties that are qualified, as to materiality, which, shall, be true and correct); (B) Seller shall have perfornied all, agreements contained herein required, to be perfon-ned by it at:or before the,Closing-, and (C) Seller, shall have exemred aind delivered each of the Closing Documents; (10 Purchaser shall have received, at Purchaser's expense, a.Title Policy, in fbnn, acceptable to Purchaser, insuring fee title: in the Owned Property and leasehold title to the Ground Lease; (iii) Between the Efflective bate and: the Closing Date, no event,shall,have occurred that has had or, is reasonably expected, to have a Material Adverse Effect on the Toleer Assets; and (iv) All Authorizations,, Thii-d-Party Consents, waivers or approvals required by the provisions of this Agreement to be obtained, from all Persons or Authorities shall have been obtained, including without limitation any consents needed to assign the Ground Lease or the Tenant Leases to Purchaser, C. Conditions to the Obligatio.m, of Geller. The obligation of Seller to consummate the Purchase shall be further conditioned upon (A) the payment of the; Purchase Price by Purchaser to Seller at the Closing and (B) Seller's receipt of a cerfiiwate signed by an executive officer of Purchaser certifying that (1) Purchaser has performed and complied with all agreements and coven is requ ired to he perforrn ed or com,pl ied with 'by it under this A gre,=ent at or, prior to the Closing, and (ii,) each of the persons executing and delivering this Agreement and. the Closing Documents io which it is a party on behalf of Purchaser has the authority to execute,, deliver and consurnmate this Agreerne�nt and each Closing,Document 13. Prorations. Appropriate prorations shall be made on a, daily basis as of the close of business on, the Closing Date with respect to rental, and lease payments, security deposits, utilities, current year real and personal property Taxes and all other items of incorne: and expense due or payable relating to the Owned Property and/or under the Ground Lease and/or the Tenant Leases, in each case, of a nature ord inari I y prorated as of closing, in. real estate transactions and not sep arately, addressed elsewhere in,this Agreement) with Set ter beire; entitled to all such,in come and reSponsibi e for all such expenses relating to the Tower Assets for all periods an or prior to the Closing Date and Purchaser being entitled to all such income and responsible for all such expenses relating to the Tower Assets for all periods, subsequent to the Closing Dateo A reasonable estimate of such prorations shall be agreed to by Seller aid Purchaser at least five (5) Business Days prior to the Closing Date (the "Pr rations stimate"), and shall be settled in immediately available funds at the Closing.. All past due real Mate and. personal property taxes, if any. shall be paid by Seller at or 'before the Closing. Seller expressly agrees that if it receives any rents, revenues or other payments under the Tenant Leases after the: Closing Date, it shall remit to Purchaser the moneys so received within five (5) Business Days after receipt thereof and Purchaser shall promptly apportion such arnounts in accordance with the to is of this —Scetion 13,and deliver to Seller the arnount, if any, to which Seller is entitled pursuant to the to hereof:Notwithstanding the foregoing, at the Closing Date, Purchaser shall receive a credit for the fuel] amount, of all repa due under the, Tenant Leases for the month immediately following such ClosMg and Seller shall be entitled, to keep all such amounts that it receives firorn, tenants under the Tenant Leases for such mon1h; provided, however, that if Purchaser subsequently receives any rents,revenues,or other par ems under the Tenant, Leases for such month, Purchaser shall remit such amounts to Seller within fi v e(5), Busi n e�ss Days after receipt there o f. Seller expressly agrees that If it receives any rents, revenues or other payments under the. Tenant Leas s, after the Closiag. Date, it shall hold such funds in trust for the benefit of Purchaser and remit to Purchaser the moneys so received within five (5) Business Days after receipt therwf The foregoing provision shall, survive the Closing- Each party hcruuiider shall rca5o,nabty coaperatc with the other party to execute their obligations under this,Eqct.k2jn 13, 14 Indemnit . A. Inderanification by Seller. Seller agrees,that froin, and after the consurnmation of the Closing it shall indemnif,, de—fend and hold eta Bless Purchaser and its Affiliates, and each of their respective members. stockholders, directors, ofn.1c,ers I rs, employees, mai age , parIners, agents and representatives (collectively, the "Purchaser Indernnified Parties-") frorn and against, any and all damages, Claims, losses, expenses, costs, obligations, and liabilities, including without limitation reasonable fees and expenses of attorneys, accountants, and other experts and those incurred to enforce the terms of this Agreement or any Closing Document (collectively, "Loss and Exmnse'), suffered by the Purchaser Indemnified Parties by reason of or arising g out of- (i) any failure by Seller to, perfami or fulfill any of its covenants or agreements set forth herein or in.this Ag menu ent or any,Closing Document(without reference to a materiality exceptions),' (1i) the business and opeFation,of the Tower Assets, prior to Closing; and (iii) all. Excluded Obligations. & Indemnification bv Purchaser. Purchaser agrees that from and after the Closing Date it shall indemnifyi defend and hold harmless Seller and its members., stockholders, directors, officers, employees, -agents and representatives (collectively the "5c 7 &j_qr Inogninified Parties`) from and. against any Loss, and Expense suff red by the Seller indeinnified Parties, by reason of or arising out of (1) all Assuined Obligations and (ii) the business and operation of the Tower ,assets after Closing. cm IndernmFication. Procedures, If an indernnifled party believes that It has- suffered or incurred airy Loss and Expense, including, without limitation, as a, result of any Action, instituted by a third party (a "' bird-Partv Claim'), it shall notify the indemnifying party, in writing, promptly after becoming aware that It has suffered such Loss; and Expense or of such Third-Party "cairn, describing such Loss and Expense in reasonable detail to the extent reasonably known or practicable; RMyided, how ever, that any failure to so notify the indemnifying party shall not relieve such indemnifying party of its obligations under this ag, tion 14, except, solely with respect to Third.- Party Claims, to the extcmt such failure to notify materially prejudices such indemnif ping. party's ability to defend,, against such Third-Party Claim. Except as otherwis set forth below,, the indemnifyjng party shall. have the right, at its option and at its own expense, to participate in or, by y o giving writum notice to the indemnified party no later than fifteen (15) days after deliver, f the notice specified dbove, to take control, of, the defense, negotiation and/or settlement of any such Third-Party Claim pith counsel reasonably satisfactory to the indemnified, party; prgvided, Liqwgyer, that no i nilemn 1,fying, party shn I I settle or, consent to any j udgaient regarding any Third-Party, C lairn without the consent of the indemnified party, unless such settlement contains an 'unconditioned release of the ind.Qmnifiied party from any and all liabilities, contains a custamany confidentiality provision, and does not othemise impose any restriction, liability or obligation of any kind whatsoever on the indernnifliA party. Except as provided in this Section. 14�, with respect to any such Third,-Party Claim, the dcf nse, negotiation and-for settlem enit of which the Indemnifying party has taken control, the indemnified partyshall have the right to retain separate counsel to represent it and the indemnified p;art y -.;hall pay the fees a-iad expenses ofmch sop,arate caunsel- 13. All indemnification payments made by Seller under this Agreement shall be treated by the parties as an adjJumaent to the Purchase Prig for tax purposes, unless othem,,ise required by Applicable Low. 15. Termination. This Agreement may be terminated at any time after expiration of the inspectionperiod and prior to the Closing only pursuant to the following provisions, ,A. by mutual, consent of Seller and Purchaser, B, by. Purchaser by written notice to Seller in the event that Seller is in matenial breach of any of its representations and warrantics contained in this Ageernent or in any Closing Document, or breach of its covenants or aggeements contained in this Agreement or in any Closing Document, and, such breach is not capable ofibeing cured or is not cured within, ten (10) Business Days of written. notice; C_ by Seller by wiritten notice to Purchaser in the event that Purchaser, is in material. breach of any of its representations and warranties contained in this Agreement or in any. Closing Docunient, or breach of its covenants or, agreements contained in this Agreement Or in any Closing Document. and such a, breach is not capable of'being cured or is not cured within ten (10) Business Days, of written. notice; D, by either Purchaser or Seller if the Closing has not occurred by July 1, 2019; E. by Purchaser pursuant to 5�ection 3.A; or, F. by Purchaser pursuamt to. Section 16. Notwithstanding anything to the contrary in this Agreement, in the event Seller fails to Qornplete the Closing in accordance with the terms and within the time stipulated herein and Purchaser is othem"ise ready, willing and able to proceed to the Closing in accordance -with this Agreement, or in the event Seiler breaches any of its obligations under this Agreement and fails to cure such breach as provided for in this Agreement, Purchaser- shall, be entitled either to (j) enforce specific performance, of this Agreement with respect to the Sites or(ii) terminate this Agreement. Ten nination of this Agreement. shall not relieve any party of any liability for breach or default under this Agreement prior to the date of termination. Notwithstanding- an hi ng contained herein to the contrary, Sections - 17.A (Confidentiality), and . �Costs and Expenses) shall survive any termination of this Agreement. The parties agree, that Purchaser cannot require Seller to close the Pu,r6hase as cant emplated by this Agreement. 16, Ri is of Less. The risk of I oss, d arriagge, o r destruct ion, to the Tower Assets including, without limitation., any of the equipment, inventory, or other persanal property to be conveyed to Purchaser under this Agreement shall be borne by Seller until the consummation of the Closing. In the event of such loss,d arnage.o r destruction,Seller shall serve 1-irimedlate written noti cc to Purchaser regarding the nature o f s uch loss,damage,or destru clion,., If s uch damage does occ ur to a,Tower asset prior to Closing, then Seller shall repair same and restore such Tower Asset to its former condition, at its sole expense- Upon receipt of such notice, Purchaser shall have the option, exercisable in Nrchaser's sole discretion., to (i) terininate this Agreernerit by written notice to Seller or(H) proceed to Closing and receive at Closing an assignment of insurance proceeds on account of such loss, damage or destruction (and Seller shall pay to Purchaser m- i.y"deductible- arrounts under the policy) or an adjustment of the Purchase Price in the amount of the reasonably estimated costs to repair such loss, damage or destruction. In the event that Purchascr elects to receive any insurance proceeds, Seller shall execute any and all documents and, do all things reasonably necessary in order to el otuuate an assign ent of cl aims, proceeds or benefits to Purchaser under said, insurance pol icy(i es). Seller agrees to maintain any existing fire and extended coverage casualty insurance throuu h, and including the Closing covering all of the Tower Assets 17. Certain.Additional _ A confidentiality _L . From and after the Closing arid except for disclosures of confidential information made by Purchaser to Its unit holders and lenders, each. of Purchaser and Seller shall, and shall cause its resp,ecti've Affiliates to,, hold., and shall use its best efforts to cause its or their respective r resentafives to hold, in confidence any and all Information, whether written or oral, concerning the Tower Assets, except to the extent that, Seller can show that such infonnation is eneral I y available to and, known b y the public thro ugh, no fault of purchaser or,S el ler, respectively, any of its respective Affiliates or their respective representatives- if Purchaser, Seller or any oaf- their resp,ectivt, A ffil I ates or their respecti ve, representatives are com rma pelled to disclose any infotion by judicial or administrative process or by Applicable Laws, such party shall promptly notif.!y the other party in writing and shall I disclose only that portion of such info rmation which the disclosing party is advised by its counsel. in writing,is legally required to be disclosed, provided that file disclosing party shall use reasonable best efforts to obtain an appropriate protective order or other reasonable assur,ance that confidential treatment will be accorded such information. B. Norm-CoMstition. For the three (3) year period r,ommericing on. the Closing Date thro ugh and includi Rg the third (3 anniversary of the Closing Date the"Res tricted P UiJQ-d"), except pursuant to the existing Tenant Leases, neither Seller nor any, of its Affiliates and Seiler will ensure that none of their respective shareholders, partners, employees,representatives or agents)will, directly or i ndi rectl y,own or operate(whether as o wrier,partner,,officer,director, employee, jilVe slor, lender,or otherwise) any communications tower or site that is located within a two (2) mile radius of each Site. The Restricted Period shall be tolled with respect to Seller and its Affiliates during any period of violation of this coveyaili not to compete by any of them and during my other period required for litigation during which Purchaser seeks to enforce this covenant against Seller or any of its Affiliates- In the event that any of the covenants contained in this Section 173 shall be:determined by any wart of competent j-uri sLiict j on to be unenforceable bye reaso7n-Tf Fits extendin for too I Ong a. Period of time or over too large a geographical area, or by reason of its beige too extensive in any other respect, it shall be interpreted to extend only over the longest period of time tbr which it may be enforceable, over the largest geographical area as to which it may be enforceable, and/or as extensive in any other respect as to which it may be enforceable. Seller acknowledges that both the three (3) year length of time, the geographic scope, and the breaddh, of the non-cornpetition provision set forth in th i s See!I on 17.B are at I co ns i dered by it to be reasonabi e given the nature of the bus]ness of Purchaser and are,necessary to the protection of the business. 18. Agrverrignt to ooperate. Each of the parties shall use reasonable business efforts. (x) to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary under Applicable Law toy cunsu nimate tlic Purchase and, (y), to m1frain from taking, or cause to be refrained from taking, any act io n and to refrain; from doing or ca4s In g,to be do itc, anything w hick could impede or impair the consummation of the Purchase, including, in all cases,, without limitation, using its reasonable business efforts 0) to prepare and file with, the applicable Authotities as promptly as practicable -after the execution of this Agreement all requisite applications and amendments thereto, together with related Information, data and exhibits, necessary to request issuance of orders approvin-R, the Purchase by all such applicable ,Authon-tics, ,(ii) to obtain all necessary or appropriate waivers, consents and approvals, and iii to effect all registrationst filings, and submissions necessary for Purchaser to own and operate the, Sites. 19, Intent Lona L y Deleted. _ 20. Miscellaneous, A. This Agreement may be executed, in multiple counterparts, via facsimile or TDF sent via email, which collectively shall constivule one and the same instrument and is to be construed pursuant to the laws of the State of Florida without regards to the principles of conflicts of law thereof This Agreement sets forth the entire contract between the parties, is binding upon, and inurcs, to the beriefit of the parties hereto and their TC5 ective heirs, successors and. assig, s, and may p ISA - be cancelled, modified or amended only by a written agreement of both Seller and Purchaser, B. All notices and other commun.1cations which by any provision of this Agreerace are required. or permitted to be given shalt be, given in writing and shall, be sent to such other Person(s) or ad dress(es), as the party to receive any, such notice or communication may have designated by wn, ,ttQTi notice to the other party- Such notice shall be deemed. given: (a) when received if"given in person; (b) three (3) days aver being deposited iri the U.S. m ai 1, (certified. or registered mail), withh pasta e prepaid', and (Q) if sen t by a nat ionall y or iTiternatio nally reco gnized ovemi gh t delivery service, the day such overnight deliveiy services corifirms delive, via tracking number. If to Purcliaser.- If to Seller, Datapath Vertical Bridge, LLC Telcom S stems, Ltd. y 750 Park of Commerce Drive, Suite, 200 2902 August Drive. Boca Raton, FL 33487 H orn estead, FL 3 3 03 5 Attention- General Counsel Attention,- James E. Spislak. Deal,-, Telcom Systems With a copy to., Richard Josepher, Esq. 2101 Corporate Blvd., #107 Boca Raton, FL 33431 Emalf. rjoseph,er@florid-itax.com Phone;: 561-9198-7847 Cs Jurisdictiom Service of process_ Any action. or proceeding seeking to enforce any provision of, or based on any right arising out of, this Agreeni en tj the Closing Docum en, ts and/or any collateral document shall be brought exclusively in any United States federal court or state courts located in the State of Florida in the County of N/Iiarn]-Dadc arid shall have jurisdiction over the, parties with respect to any dispute or controversy between them arising under or in connection with this Agreernent, the Closing Documents, or any collateiad document., Each of the parties irrevocably consents to the ex chi sive Jurisdiction of such courts (and of the appropriate appellate courts) in any such action or proceeding and waives any objection to venue laid therein. Process. in any action or proceeding may be served on any party ariywhere in the world. D, Spegific Perfomiance. In the event Seller sbould refuse to perfomi any of its obligations under this Agreerunt or"y Closing Document, the remedy at law would be inadequate, and for breach of such obligation, PurchaseT shall, in addition to such other remedies as may be, available to it at law or In equity, be entitled to injunctive relief and to enforce its rights by an act-ion for specific-perform-ante to the extent permitted by Applicable Laws. Nothing herein contained, shall be construed as prohibiting Purchaser from pursuing any other rt-medi I e5 available to it pursuant to the provisions of this Agreement, any Closing Document or Applicable! Laws, including, without I i mita tion, the recovery of dam ages a In the event o f any dispute between the parties which results in a legal action, the prevailing party shall be entitled to receive fi-om the non-prevailing, party reirn bears einent for reasonable legal fees and, expenses. Notwithstanding anything to the contrary, Seller waives any rernedy of specific perfbmiance against Purchaser, E. Assignment,.Thi sAgreement shall not be assiLmab,$e by either party except that Purchaser may assign this Agreement to any Affiliate, any successor by operation of law, or by way finer erA consolidation or sale of all or substantially all of its assets. Any assignment carried,, out in accordance with this Secq 20. shall not relieve the Purchaser of its obligatio hereu der. This �o�,,n ns n Agreement shall be binding upon and Mure to the benefit of the parties and their successors and permitted, assigns. F ts and-Expenses. Each party shall be its own,legal fees and costs incurred in connection with the transactions contemplated hereby. Purchaser shall bear the costs of reoar 'adore of any of the Closing loci m ents.Notwithstanding anything to the coatraiy in this Agreement,, Seller shall be solely responsible for payment of any transfer or sirrular taxes in"rred in connection. with the transfer of the Tower Assets to Purchaser. Gr, Limitation on LiabilL Notwithstanding anything -to the contrary contained in, Purchaser's liability for any breach of this Agreement shall be limited to Seller's actual out- of-pocket damages, inclusive of reasonable attorneys' fees, in, no event to exceed 1,1110.1011 H. No. Recourse AgmAing-Nmogy-Affli ligges. All claims, obligations, liabilities, or causes of action (whether in,contract or in tort, in law or in equity, or granted by stat-ute),that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this, Agreement, or the negotiation, execution, or perikmante of this Agreement (including, without limitation, any represcniation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made only against and are those solely of the,entities that are expressly identified as parties in the preamble to, this AgTeerrent (each a n"'Contracti.S Party' and cc I lecti vel y, the"Congactin g Partjcs�'). Pao Person who is,not a Contracting Party, i ncl U.din g without limitation any director,, officer, employee, incorporator, member, partner, manager, stockholder, affiliate, agent, attorney. or representative of, and any financial advisor or lender to, any Contracting Party, or any director, officer, employee, incorporator, member,, partnef, manager,,, sthe lcholder, affiliate, agent, attomey, or representative of, and any financial advisor or, lender to, any of the foregoing("NonRazty Affi.flates"), shall have any liability(whether in contract or in tort, in law or in equi ty, or granted by statu to for any claims, causes of action,obligations, or liabilities arising,under, out of, in connection with, or related in any rnariner to this Agreement or based on, in respect of, or- by reason of this Agreement or its negotiation, execution, performance, or breach- and, to the maximum extent permitted by law, each Contracting Party hereby waives and releases all such. liabilities, claims, causes of action, and obligations against any such Nonparty Affillates, Without lirniting the foregoing, to the maximum extent permitted by law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action, that may,otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on, any Nonparty Affiliates, whether granted by statute or based an theories of equity, agency, control, instrumentality, alter,ego, domination, shami , single business enterprise, piercing the veil., unfairness, undercapitalization, or otherwise, and (b) each, Contracting, Party disclaims any reliance upon any Nonparty Affifiates with respect to,the performance of this Agreement or any representation or%yarranty made in,in connection with, or as an inducement to this Agreement. 21, Definitions. As used in this Agreement, the to below shall have the following rneanlngs. -Action7' means any claim,, action, cause of action,, demandl, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, cita tion,summons , subpoena or investigation of any nature, civil, criminal, administrative, regulatory or otherwise, whether at law or in equity. "Affillate" means, with respect to any Person, (a) any other Person at the firne directly or indirectly controlling, controlled, by or under direct or,indirect common control with,such Person, (b) any executive officer, director or senior managernent of such Person, (c) with respect to any partnershi p,point venture, Bruited liability{company, or s imi I ar entity, any general, partner or manager thereof, and (d) when used with respect to an individual, shall include any member of such individual' immediate family or a, filmily trust. "A L, " means any,aw law of any Authority, whether domestic or forei gri, to wbi ch a -pplicab lg�- I domestic-Person is subject or by which it or any of its business or operations issubJect or any of Its property or assets is bound. "Auth ' means any governrnental or quasi-goverrim-ental body, whether administrative, executive, judicial, legislative, police, regulatory, taxing,, or other authority, or any combination thereof, including any international federal, state, territorial, county, city', municipal or other Bove meat or governimerital or quasi-governmental agency, arbitrator, authority, board, body, branch, bureau, or comparable agency or Entity I n C rp. , cornmissio , T o oation, court, departrnent, instrumentality, mediator, panel, system or other political unit or subdivision or other Entity of any of the foregoing, whether domestic Or foreign. "Authon'z,ations NI means al 1.approva-Is, concessions,consents, franchises, licenses, cernficates, permits, plans, registrations and other authorizations of all Authorities,, including all zoning pern-lits, vananccs and building pen-nits and approvals by and registrations with the FAA and the FCC held by the Company or are necessary for the consummation of the transaction and the other transactions contemplated by this Agreement and the Closing Documents. "Business Da ' m.eans any day other than, Saturday, Sunday or a. day on which banking institutions in New York, New York arerequired or authorized by Law to be closed- " means, any and all. debts, liabilities, obligations, losse.5, damages, deficiencies, assessments and penalties, together with all Legal Actions, pending or threatened, claims and judgments of whatever kind and nature relating thereto,, and, all fees, costs, expenses and disibumments (including reasonable attorneys' and other legal fees, costs and expenses) relating to any of the foregoing.. "Commences" or "Commenced" means, with, respect to any Tenant Lease, the tenant thereunder has commenced paying regularly scheduled installments of rent pursuant to the, terms thereof and has completed, installation of its equipment on the Towers. "Cure" or "Cured" means, with respect to any Defect- (3) if relating to a title matter, Setter will procure for the benefit of Purchaser an irrevocable commitment Rom. a title company to insure against:any and all loss incurred or that may be incian-ed, by Purchaser as a result of such Defect (with all cogis,and expenses rel A ng to such title insurazee to be paid by Seller);(i i)Sel ler agrees,in writing,. to reimbursen Purchaser(or provide Purchaser with a credit against the Purchase Price at. Closing) an amount equal to the cost to repair the Defect or the loss; in the value of the Tower Asset as a result of the Defect, as detem.ined in purchaser's reasonable discretion; or (ii i) Sel I er has taken any other action with respect to the Defect that causes such condition or matter to no longer constitute a Defect, as determined M ?urchaser's reasonable discretion., "Enviro nental H ealLh artd S afet Rcqui remgnts" me s all federal, state and local statutes, regulations, Ordinances and other, provisions having, the force, or effect of law, all judicial and. administrative orders and determinations, all contractual obligations and all common law concerning public health and safety, worker health and safety, and pollution, and protection of the environment, including without ]imitation,, all those Telating,to the presence,, uses production, generation, han.d.ling, transportation., treatment, storage, disposal,, distribution, labeling, testing, processing, discharge, release, control, or cleanup of any hazardous materials, substances or wastes, chemical substances or mixtures, pesticides, pollutants, contaminants, toxic chemicals, petroleum products or by products, asbestos, polychlorinated biphenyls, noise or radiation, each as amended and as riow or hereafter in effect. ,'Envi"nmental, Permit" shall mean any Govcmmmental Authorizations required by or pursuant to any Env i Tonmental H calth and Safety equine ents, "FAA7 means the United S tat,,es-Federal Aviation Adm 1 ni s tration,o r any successor Authority. "FCC" means the United States Federal Communications Commission,, or any successor Authority. "Governmental Authog cons. s, franchises. , gatign�" means all approvals,, concessions, con t licenses, permits, registrations and other authorizations,of all governmental authorities, in connection with the Tower Assets. "Hazardous Substgpgg ' shall can any substance that is deemed by any Enviretim.ental Health and Safety Requirements to be "hazardous," "toxic,"' a, "contaminant" or "waste" or is, otherwise regulated by any Enviro=enta] Health and Safety Requirements- "Included Tenan:LA_greem, gnC' means a, Teiiant Lease that meets all of the following criteria as of the TCF Date and the Closing Date. (a) Seller has a valid landlord's, lessor`s or licensor's interest under such Tenant Lease,, (b that i s exec uted in wnitl ng and in fill force and effect, (c) that has not explTed and will not expire within five (5) years from the date hereof in accordance with its terms., (d) is not on a "month-to-month" term, (e) the,tenant thereunder is not currently in ol ved in a bankruptcy proceeding, (f)that has not othmvise been terminated (and &!Iler shall not have received any notice of termination), (g) which has Commenced, (h) the tenant thereunder may not tem-inate for cony eni ence:except upon expiration of the term o f any Tenant Lease,and (1)wi th respect To which there is no material derault on the part of either Seller or the ttmant thereunder, including, without limitation, any monetary default by such tenant for greater than thirty (30) days. "Lien" shall mean any of the following. mortgage; lien (statutory or other),, or,other security agreement, arrangement or interest; pledge; assignmtmt, chlarge; attachnient; gamishment'. encumbrance, (including, without limitation, any easement, exception,,, reservation or limitation, right of way, and the like); conditional sale;title retention; preemptive or similar right; any financing lease, the filing of any financing statement under the UnifbTm Commercial Code or comparable law of any junsdictiow, resmaion on sale, tTansfer, assignment, disposition or other alienation; or any option, equity, claim or right of or obligation to, any other Person, of whatever,kind and character. "Material Adyer Ch moe" or '"Material dyers e Effect" means a fact, condition, change, event or occurrence that is, or could reasonably be expected to become, individually or in the aggregate, materially adverse to (a) the business, results of operations, condition (financial or otherwise) or assets of Seller, (b) the value of the Tower Assets, or (c) the ability of Seller to consummate the transactions contemplated', hereby on a tir-riely basis "NEPA"means the National Environmental Policy Act of 1969, as amended- "NOTAM" means e "Notice to Airman" issued by and as such term is used by the FAA, "Orders- means any writ., order,judgrnent, injunch I on, decree, Tul ing or consent of or by an Authority, "Permitted ExcqgjLons" means, with respect to each Site, encurnbrances: to fee simple or leasehold title for: (a) real estate taxes or other properlytaxes, assessments, governmental charges or levies not yet, due; (b) easennents, rights-of-way zoning matters, licenses, restrictions and similar encumbrances incurred in thr;. Ordinary course of 'business that do not materially impair the marketability, use or- operation of such Site as a communications tower facility: and (c) fights of Teri its in possession of such Site pursuant to the Tenant Leases to, he assigned to the Purchasers hereunder. "Permitted Lion" shall mean (a) Liens on real estate or other property for taxes not yet delinquent and those the non-payment of which is being diliggently contested, in, good, faith by appropriate proceedings and for which adequate reserves have been. set aside on the books of Seller or for which Purchaser is receiving credit; (b) Liens of carriers, warehousemen, mechanics, vendors (solely to the extent arising by operation of law), and rnaterialmen or other similar encumbrances incurred in.the ordinary course of business for sums not yet due or being diligently contested in, good faith so long as it is disclosed in writing to Purchaser, and, (c) existing building restrictions, ordinances, easements of roads, privileges, or fights of public service companies, "Person," means any natural. individual or any entity. "Seller's Kn,owlgdFe-'*means both the actual, knowledge and constructive knowledge of)armies E.. Spisiak and, the officers and managers of Seller, which should reasonably be expected to acquire by ordinary attentiveness to duty and by reasonably prudent internal inquiry given the nature of such indi vi dual"s position and responsibilities, "Tax" or "Taxes," shall mean, with, respect to any Person, (a) all taxes., including without limitation any income net,gross or other including recapture of any tax items such as investment tax credi ts), a]ternati we a Ar ad d-on minimum tax, gross incom e, gross recei pis, gauss, sales, use, leasing, lease, user, ad valorem, transfer, recording, Franchise, profits, property, fuel, license, withholding on amounts paid to or by such Person, payroll, emptoymcm, unemployment, social security, excise, severance, stamp, occupation, costorn, duty or other tax. or other like assessment or charge of any kind whatsoever, together with any interest, levies, assessments, charges, penalties, additions to to or additional amount imposed by any Authopity, (b) any j oint or several liability of such Person wi th any other Person for the lea ant of an.y amounts of the.,ty pc d escri bed in (a), and kc) any I iabiI li ty of such Person f6r the pa)irnent of any amounts of the type described in (a) as a, result of anyoxpress or implied obligation to indernniN any other Person. "Tenant Leysd"sha 11 mean any written I ease agreement pu,rsuant to which Sel ter has demised a leasehoTd—interest,i—easchaid estate or other real property interest in the Sites to a sublessee or tenant, including, without lim,it tin the associated, access easernents and rights of way including, 'without limitation, those set forth in Schedule I(a)(ii . ISIGNA TURE PA GE FOLL 0 1WS1 The parties have executed this Asset PurchaseAgreement as an instrument under seal, as, of the day and year first written, above. SELLER. PURCHASER-, Telcorn Sys:tems, Ltd_ Dat-apath, `fie. fical Bridge, LL C, a Florida limited partnership A Delaware iited liability company la 'IV By: Telcorn Systems, Inc., By, a, Florida corporation, its General Partner Name: Title: 13y: Je - r . Title: plivik"a h l Ua rowers T T �IM'k-5303 HomagW &S9RAUA 3: Hmcuad -I mna25' Tl 44,11 427A SST" US.R7531A FWdi Cit, M SW 3405 7 Mrs FL ID9 25M .BD,535 JR1 Gr d! K-4,395 Lan xey 2 m i N s O'd L;ylonFIa h FL lkyll 24.an - -825 214.9 Gged t,S-"l=53t 5�;�MO 1N'�,U K 9 NSI.GAR 1.0AF ACC:S G',5M N 0 USIA W3Al 13 FL -,All 34,E 41 a 3,11 qd-J ,F1.93F Kq t-Stak15Wd MCK WND XqW t FL 14,4 345 3 -aLM 1623 1 L!g Ka? tt.sWSS'a°dLat,nrlFkda- FL IM 34,81. "UN 61..9 °Fib, [Sipiviure Page io Bill qfSale] IN WITNESS WHEREOF, each party has c-ause d this Bill of Sale to be duly executed and. deli redin its name and on its behalf,, as of the date -first above wntten. SELLER: Te-licom.Systems, Led., a Florida limited partnership By- Telcom Systems, Inc, its Gencral Pariner By Title. PURCHASER: Datapath Ve fical Bridge, LLC, a Delaware h ', it liability cornpany By: Name: Title- 1--/ EXHIBIT B When Recorded Return to: Fidelity National Title Insurance Corp. 7130 Glen Forest Drive, Suite 300 Richmond, VA 23226 Pre are b : Datapath Vertical Bridge, LLC 750 Park of Commerce Dr., Suite 200 Boca Raton, Florida 33487 Site Number: US-FL-5305 Site Name: Long Key Commitment# 28509554 ASSIGNMENT AND ASSUMPTION OF GROUND LEASE THIS ASSIGNMENT AND ASSUMPTION OF GROUND LEASE (this "Assipment") is entered into as of this -q!t day of June, 2019 (the "Transfer Date"), by and between Telcom Systems, Ltd., a Florida limited partnership ("Assipor"), having an address at 2902 August Drive, Homestead, Florida 33035, and Datapath Vertical Bridge, LLC, a Delaware limited liability company, having an address at 750 Park of Commerce Drive, Suite 200, Boca Raton, Florida 33487 WITNESETH WHEREAS,Assignor and Assignee have entered into an Asset Purchase Agreement dated as of the_q±j day of June, 2019 (the "Purchase AgEoment", with capitalized to used herein without definition having the meanings set forth therein), which provides for the purchase by Assignee from Assignor of the Tower Assets; and WHEREAS, the Purchase Agreement requires that Assignor assign to Assignee all of Assignor's right,title, and interest as tenant under the Ground Lease, such Ground Lease being set forth on Exhibit A attached hereto; and WHEREAS, Assignor and Assignee now desire toeffect and consummate the various transactions contemplated in the Purchase Agreement upon the terms and conditions therein set forth. NOW,THEREFORE,in consideration oft a mutual agreements and covenants hereinafter and in the Purchase Agreement set forth, and good and other valuable consideration, the sufficiency and receipt of is is hereby acknowledged, the parties hereto each agree with the other as follows: I. jaggrporation. The"Whereas" clauses set forth above are hereby incorporated into and made part of this Assignment, 2. Assi ent o roun Lease. Assignor has bargained, assigned, transferred, sold and conveyed, and by these presents does hereby bargain, assign, transfer, sell and convey unto Assignee, its successors and assigns, all of the right, title, claims, and interests of Assignor as tenant in and under the Ground Lease, effective as of the Transfer Date, TO HAVE AND TO HOLD the same unto the Assignee, its successors and assigns, for and during all the rest, residue and remainder of the to of the Ground Lease and any extensions or renewals thereof, all as set forth in the Ground Lease, the provisions of is are by this reference thereto incorporated herein, all free and clear of Liens other than Permitted Liens. 3. Acc Assignee hereby accepts the assignment of the Ground Lease and expressly assumes and covenants in favor of Assignor to discharge and perform, as and when due, all obligations of Assignor first accruing under the Ground Lease from and after the Transfer Date. 4. _epresetatios. The representations and warranties contained in the Purchase Agreement with respect to the Ground Lease are incorporated by reference herein and made a part hereof as if fidly set forth herein. 1. Purchase A ee et Controls. Nothing in this Assignment shall be deemed to expand or diminish the scope of the rights of any party to the Purchase Agreement that are contained in the Purchase Agreement. If there is conflict or an apparent conflict between the provisions of this Assignment and the provisions of the Purchase Agreement, the provisions of the Purchase Agreement shall control. 2. Indemnification. The indemnification provisions contained in the Purchase Agreement are hereby incorporated by reference with respect to the Ground Lease. 3. Counts arts;---Facsi it Si trey. This Assignment may be executed in counterparts, each of which shall be deemed to be an original, but is together shall constitute one and the same instrument. Facsimile or PDF signatures on this Assignment shall be deemed to be original signatures. 4. Successors and Assigns. This Assignment shall be binding upon and inure tothe benefit of the parties hereto and their respective successors and assigns. 5. Further Assurances. Assignor and Assignee agree that, from time to time, each of the will execute and deliver such further instruments of conveyance and transfer and take such other actions as may be reasonably necessary to carry out the purposes and intents of this Assignment and the transactions contemplated hereby. [SIGNA TURE' PA GE IMMEDIA TEL Y FOLL 0 WING] [Signature Page to Assignment and Assumption of Ground Lease] IN WITNESS WHEREOF, the parties hereto have executed and delivered this Assignment to be effective as of the Transfer Date. Messes: ASSIGNOR: Telcom Systems, Ltd., By: a Florida limited partnership Name: LapA, By: Telcorn Systems, Inc., a Florida corporation, its General Partner By: By- Name: Nam;. .14ames E. pisi k, Sr. Title: President STATE OF FLORIDA: COUNTY OF: A.LQJ�Aj, The foregoing instrument was acknowledged before me this q�h day of 2019 by q7q I S l' the!?�?s f Telcom. s q k-�'- m r i—J-- Systems, Inc., a Florida corporation, general partner of Telcom Systems, Ltd., a Florida limited partnership, on behalf of the company. He is personally known to me or has produced 67—b—rlas i ification. of N Public nt ame: Pri erlee Ann Winslow My Commiss-ion Expires: iot , ub�fic — N [NOTARY SEAL A k RENEEANNWNSLOW , p, W CC)MmjsSj0N#FF 935610 t 23,2020 wir undo-item ftadedTWUN D"Fu 3 [Signature Page to Assignment and Assumption of Ground Lease] IN WITNESS WHEREOF,the parties hereto have executed and delivered this Assignment o be effective as of the Transfer Date. Witnesses: ASSIGNEE: Datapath Ver �cal Bridge, , By; 3 a Delaware Ii ted liability company Julier Name: anie_ Fin Ug Title: V and General Counsel Y Nam 3 e• Y A FLORIDA:STATE OF COUNTY OF PALM BEACH: e foregoing instrument a acknowledged before me this __ ay of e, I y t ^� . _ 4 f ata at Vertical Bridge, LLC, Delaware limited liabi ity company, on behalfof the company. He is personally known to me or as produced as identification. r ary Pu Ic Print Name: i y Commission Expires: [NOTARY SEAL] RENEEANNNNSLOW ® OM IS 1 F9 io r od WIRES:Au u t23,2Q o pP �'® o bti� a PS EXHIBIT A TO ASSIGNMENT AND ASSUMPTION OF GROUND LEASE Site Number: US-FL-5305 Site Name: Long Key Original Landlord Name: Monroe County, a political subdivision of the State of Florida Original Tenant Name: Telco m Systems, Ltd. Lease Exe Date: April 7, 2011 Recording information for Lease: N/A Ground Lease Description: See EXHIBIT A-1 5' EXHIBIT A-1 OF ASSIGNMENT AND ASSUMPTION OF GROUND LEASE LEGAL DESCRIPTION Parent Parcel (for reference): An interest in land, said interest being over a portion of the following described parent parcel: The following described land situate, lying and being in the County of Monroe and State of Florida, to-wit: All of the lands heretofore deeded to the Overseas Road and Toll Bridge District from the Florida East Coast Railway Company by deed date November 09, 1936, and recorded in Deed Record G-6, Pages 46 to 55, both inclusive, Monroe County, Florida, Public Records excepting therefrom all lands is have been deeded by said Overseas Road and Toll Bridge District and which deeds are of record as of the date of this conveyance to Monroe County, Florida, and also excepting the strip of land One Hundred feet (100') Wide being Fifty feet (50') in width on each side of the center line of the right-of-way of the former Florida East Coast Railway, as same was constructed and operated between the center line dividing Sections Twenty-one(2 1) and Twenty (20) in Township 64, South of Range 36 East, to the Section Line between Sections Twenty-five (25) and Twenty-six (26) in Township 66, of of Range 29 East, including all trestles, structures, bridges mid riparian rights, all in Monroe County, Florida, being part of the lands deeded to the Overseas Road and Toll Bridge District by deed dated November 09, 1936, and recorded in Deed Record G-6, Pages 4 -to 55, both inclusive, Monroe County, Florida, Public Records. LESS AND EXCEPT that portion of property conveyed to The Board of Parks and Historic Memorials, an agency of the State of Florida from Monroe County, State of Florida, a political subdivision of the State of Florida by Deed dated May 01, 1969 and recorded May 14, 1969 in Deed Book 431, Page 457. LESS AND EXCEPT that portion of property conveyed to The Board of Parks and Historic Memorials, an agency of the State of Florida from Monroe County, State of Florida, a political subdivision of the State of Florida by Deed to January 0 1, 1970 and recorded January 21, 1970 in Deed Book 445, Page 774. AND BEING a portion of the same property conveyed to Monroe County, Florida, a political subdivision of the State of Florida from Overseas Road and Toll Bridge District, a political subdivision of the State of Florida by Warranty Deed dated September 04, 1954 and recorded September 22, 1954 in Deed Book 15, Page 374. Tax Parcel No. 00098780-000000 6 EXHEBIT -I OF ASSIGNMENTS LEASE CONTINUED Premises: Said interest being over land more particularly described by the following description: CoMiYr Rokfas , U-S® HkOVWOY No. I kir a dWt0=* _. r kom saw point Memo at right NO to a ' Client#: 1700812 140VERTIBRI1 DATE(MM/DD/YYYY) ACORDT. CERTIFICATE OF LIABILITY INSURANCE 1 8/13/2020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer any rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Jennifer Burton NAME: McGriff Insurance Services PHONE 410 480-4400 FAX 866-548-4197 A/C,No,Ext: (A/C,No): 5850 Waterloo Road, Suite 240 E-MAIL ADDRESS: g ennifer.burton me riffinsurance.com Columbia, MD 21045 INSURER(S)AFFORDING COVERAGE NAIC# 410 480-4400 Hanover Insurance Company 22292 INSURER A: P Y INSURED INSURER B:Fireman's Fund Insurance Company 21873 Vertical Bridge REIT LLC Lloyds INSURER C: Y 750 Park of Commerce Drive INSURER D: Suite 200 INSURER E Boca Raton, FL 33487 INSURER F COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDLSUBR POLICY EFF POLICY EXP LIMITS LTR INSR WVD POLICY NUMBER MM/DD/YYYY MM/DD/YYYY A X COMMERCIAL GENERAL LIABILITY LHQA33010207 06/03/2020 06/03/2021 EACH OCCURRENCE $1,000,000 CLAIMS-MADE [*OCCUR PREMISESTON,occur°nce $1,000,000 APPROVED RISK MANAGEMENT MED EXP(Any one person) $10,000 Wl4.^riLLCL/ 57" PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 POLICY PRO- X LOC PRO- JECT PRODUCTS-COMP/OPAGG $2,000,000 OTHER: $'�4-2020 $ A AUTOMOBILE LIABILITY AHQD961361 06/03/2020 06/03/2021 COEaMBINED accidentS INGLE LIMIT $1 r 000r 000 X ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE X AUTOS ONLY X AUTOS ONLY Per accident $ A X UMBRELLA LIAB N OCCUR UHQA33283606 06/03/2020 06/03/2021 EACH OCCURRENCE $1 U 00U 000 X EXCESS LIAB CLAIMS-MADE AGGREGATE $1 O 00O 000 B DED X RETENTION$0 SHX00024742058 06/03/2020 06/03/2021 Each Occ/A s25,000,000 A WORKERS COMPENSATION WHQA931504 06/03/2020 06/03/2021 X PER OTH- AND EMPLOYERS'LIABILITY STATUTE ER Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 C Professional Liab LL0007400 06/03/2020 06/03/2021 $2M Per Wrongful Act $2M Aggregate DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Re: Site ID US-FL-5389 Long Key DS. If required by written contract, Monroe County Board of County Commissioners, its employees and officials are additional insured on the General Liability,Automobile Liability and Umbrella Liability policies,subject to policy provisions.A waiver of subrogation applies in favor of the certificate holders on the General Liability,Automobile Liability and Umbrella Liability, subject to policy provisions. (See Attached Descriptions) CERTIFICATE HOLDER CANCELLATION Monroe County Board of County SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE ty THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Commissioners ACCORDANCE WITH THE POLICY PROVISIONS. 1111 12th Street,Suite 408 Key West, FL 33040 AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) 1 of 3 The ACORD name and logo are registered marks of ACORD #S26330790/M26281428 J M BU DESCRIPTIONS (Continued from Page 1) **ADDITIONAL NAMED INSUREDS** AWN TOWER COMPANY B.A.C.K.TOWERS, LLC BAY COMMUNICATIONS III, LLC BRT GROUP, LLC CIG COMP TOWER, LLC CIG SERVICES, LLC CIG WIRELESS CORP. DATA PATH VERTICAL BRIDGE, LLC DATAPATH VERTICAL BRIDGE II, LLC GOTHAM VERTICAL BRIDGE, LLC INDEPENDENT TOWER&WIRELESS CORP. INLAND-VB, LLC MIDWEST NT 1, LLC MIDWEST NT 2, LLC NTCH-VB, LLC RANGE TOWERS, INC ROWSTAR, LLC TELCOM BRIDGE, LLC TOWER ECONOMICS COMPANY, LLC VB ACQUISITIONS 2018, LLC VB LPE PARENT, LLC VB LPE, LLC VB MIDWEST I, LLC VB MIDWEST II, LLC VB MIDWEST III, LLC VB US REIT, LLC VBA II, LLC (DE) VBA II, LLC (FL) VBDTP, LLC VBHV, LLC VB-JV4, LLC VB-JV5, LLC VB-JV6, LLC VB-S1 ASSETS, LLC VB-S1 ISSUER, LLC VB-S1 PARENT, LLC VBT SUB 1, LLC VB-TC, LLC VERTICAL BRIDGE ACQUISITIONS II (FL) VERTICAL BRIDGE ACQUISITIONS III, LLC VERTICAL BRIDGE ACQUISITIONS, LLC VERTICAL BRIDGE AM II, LLC VERTICAL BRIDGE AM, LLC VERTICAL BRIDGE BAY, LLC VERTICAL BRIDGE BROKERAGE LLLP(FL) VERTICAL BRIDGE CC AM, LLC VERTICAL BRIDGE CC FM, LLC VERTICAL BRIDGE CC PARENT, LLC VERTICAL BRIDGE CC, LLC VERTICAL BRIDGE CCR, LLC VERTICAL BRIDGE CJV, LLC VERTICAL BRIDGE DC, LLC VERTICAL BRIDGE DEVELOPMENT II, LLC VERTICAL BRIDGE DEVELOPMENT, LLC VERTICAL BRIDGE EMPLOYEES, LLC SAGITTA 25.3(2016/03) 2 of 3 #S26330790/M26281428 DESCRIPTIONS (Continued from Page 1) VERTICAL BRIDGE ENGINEERING, LLC VERTICAL BRIDGE GRAND CANYON, LLC VERTICAL BRIDGE HOLDCO PARENT, LLC VERTICAL BRIDGE HOLDCO, LLC VERTICAL BRIDGE HOLDINGS, LLC VERTICAL BRIDGE LANDCO, LLC VERTICAL BRIDGE MANAGEMENT, LLC VERTICAL BRIDGE MIDWEST, LLC VERTICAL BRIDGE NT, LLC VERTICAL BRIDGE NTCF, LLC VERTICAL BRIDGE PR, LLC VERTICAL BRIDGE REAL ESTATE II, LLC VERTICAL BRIDGE REAL ESTATE, LLC VERTICAL BRIDGE REIT, LLC VERTICAL BRIDGE S3 ASSETS, LLC VERTICAL BRIDGE STRUCTURES, LLC VERTICAL BRIDGE TOWERS II, LLC VERTICAL BRIDGE TOWERS III, LLC VERTICAL BRIDGE TOWERS, LLC VERTICAL BRIDGE-CONTERRA TOWERS, LLC VERTICAL SKY I, LLC VERTICAL SKY II, LLC VERTICAL SKY III, LLC VOGUE XIII, LLC Berkley Assets, LLC VB Berkley, LLC VB Nimbus, LLC SAGITTA 25.3(2016/03) 3 of 3 #S26330790/M26281428 This page has been left blank intentionally. DRUG-FREE WORKPLACE FORM The undersigned vendor in accordance with Florida Statute 287.087 hereby certifies that: LC4� d=jd4p- (Name of Business) 1. Publish a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace and specifying the actions that will be taken against employees for violations of such prohibition. 2. Inform employees about the dangers of drug abuse in the workplace, the business' policy of maintaining a drug-free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations. 3. GiXe each employee engaged in providing the commodities or contractual services that are under bid a copy of the statement specified in subsection (1). 4. In the statement specified in subsection (1), notify the employees that, as a condition of working on the commodities or contractual services that are under bid, the employee will abide by the terms of the statement and will notify the employer of any conviction of, or plea of guilty or nolo contenders to, any violation'of Chapter 893 (Florida Statutes) or of any controlled substance law of the United States or any state, for a violation occurring in the workplace no later than five (5)days after such conviction. 5. Impose a sanction on, or require the satisfactory participation in a drug abuse assistance or rehabilitation program if such is available in the employee's community, or any employee who is so convicted. 6. Make a good faith effort to continue to maintain a drug free workplace through implementation of this section. As the person authorized to sign the statement, I-certify that this firm complies fully with the above requirements. Datapath vertical Bridge II, LLC By: (Signatur Date: 27QQO DS STATE OF: Plor-ig& LEGAL COUNTY OF: Z2,2ZL?Z Subscribed and sworn to (or affirmed) before me, by means of physical presence or 0 online notarization, on 9-/4_,�OQO (date) by p, —(name of affiarit).Dlel he is personally known to me or has produced (type of identification) as Identification. NOTARY PUBLIC My Commission Expires: Olt /2 anPcDL I SWORN STATEMENT UNDER ORDINANCE NO. 010-1990 MONROE COUNTY, FLORIDA ETHICS CLAUSE (Nmpany) "...warrants that herit has not employed, retained or otherwise had act on his/her behalf any former County officer or employee in violation of Section 2 of Ordinance No. 010-1990 or any County officer or employee in violation of Section 3 of Ordinance No. 010-1990. For breach or violation of this provision the County may, in its discretion, terminate this Agreement without liability and may also, in its discretion, deduct from the Agreement or purchase price, or otherwise recover, the fufl amount of any fee, commission, percentage, gift, or consideration paid to the former County officer or employee." DataPath vertical Bridge II, LLC BY: (Signature), Date: eSTATE OF: LEGAL e— COUNTY OF: mm Subscribed and sworn to(or affirmed) before me, by means of PLphysical presence or 0 online notarization, on 1�4_ Q0Q0 (date) by (name of affiant). el he is personally known to me or has produced (type of identification) as identification. L Notary Public State of Florida Rachel Williamson NOTARY PUBLIC y Comm, i. G G 266.524 My Commission GG 266524 Expires 10 o osr xpires 10117/2022 My Commission Expires: r=.L PUBLIC ENTITY CRIME STATEMENT "A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a CONTRACTOR,supplier,subcontractor, or CONTRACTOR under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list." I have read the above and state that neither (Respondent's name) nor any Affiliate has been placed on the convicted vendor list within the last 36 months. DataPath vertical Bridge II, LLC By: (Signatur#r Date: C;ACQO DS LEGAL STATE OF: ip COUNTY OF: 292L622 &2CJ2 Subscribed and sworn to (or affirmed) before me, by means of physical presence or 0 online notarization, on Rao AL, 0000 (date) by (name of affiant). Hel he is personally known to me or has produced (type of identification) as identification. Lo0VV'*(& Notary Public State of Florida Williamson 4 r: Rachel Williamson NOTARY PUBLIC My Commission .s 66524 My Commission GG 266524 Expires 10/17/2022 My Commission Expires: J2=L /7 � P.7 � � � BOARD OF COUNTY COMMISSIONERS County of Monroe � ��r�i �r � ,s�� Mayor Heather Carruthers,District 3 The Florida.Keys Mayor Pro Tem Michelle Coldiron,District 2 Craig Cates,District 1 David Rice,District 4 Sylvia J.Murphy,District 5 County Commission Meeting August 19, 2020 Agenda Item Number: P.7 Agenda Item Summary #7182 BULK ITEM: Yes DEPARTMENT: County Attorney's Office TIME APPROXIMATE: STAFF CONTACT: Pedro Mercado (305) 292-3470 N/A AGENDA ITEM WORDING: Approval of Second Amendment and Assignment of Lease from Assignor Telcom Systems Ltd. to Datapath Vertical Bridge, LLC. ITEM BACKGROUND: The County and Telcom Systems, Ltd. (Telcom) entered into a lease agreement for use of a cell tower site on April 20, 2011 which was amended on October 17, 2014. The amendment required that Telcom replace the existing cell tower. On June 4, 2019,prior to actually replacing the tower, Telcom entered into an Asset Purchase Agreement and Assignment and Assumption of Ground Lease agreement with Datapath Vertical Bridge, LLC. (Datapath) by which Telcom assigned and Datapath assumed of all of Assignor's right, title, and interest, and obligations first accruing from and date of the asset purchase. As a condition of the amendment and extension of the original lease term, Datapath has agreed to replace the cell tower, at Datapath's sole cost and expense. In addition, Datapath has agreed to a revenue sharing provision for any rent collected from cell tower tenants. PREVIOUS RELEVANT BOCC ACTION: Approved the original lease dated April 20, 2011. Approved the 1 st amendment which was dated October 17, 2014. CONTRACT/AGREEMENT CHANGES: Assigns and extends the lease and provides for revenue sharing STAFF RECOMMENDATION: Approval. DOCUMENTATION: EXECUTED STAMPED Emergency Communications - SECOND AMENDMENT AND CONSENT TO ASSIGNMENT OF LEASES - VB rev 7.27.20 Telcom to Datapath Final (WITH EXHIBITS A & B) (8/5/20) EXHIBIT A. Lease - Telcom Apr.2011 EXHIBIT A. Lease Amendment- Telcom amend 41 Oct.2014 (BOCC 10/17/14) Packet Pg. 2842 P.7 EXHIBIT B. Emergency Communications - Asset Purchase Agreement- Telcom Systems to Datapath Vertical Bridge Jun 4 2019 EXHIBIT B. Emergency Communications - Assignment and Assumption of Ground Lease - Telcom Systems to Datapath Vertical Bridge Jun 4 2019 FINANCIAL IMPACT: Effective Date: August 19,2020 Expiration Date: April 19, 2041 Total Dollar Value of Contract: N/A Total Cost to County: N/A Current Year Portion: N/A Budgeted: N/A Source of Funds: N/A CPI: N/A Indirect Costs: N/A Estimated Ongoing Costs Not Included in above dollar amounts: N/A Revenue Producing: YES If yes, amount: $1,068.54/month plus sales tax plus Grant: N/A revenue sharing County Match: N/A Insurance Required: YES Additional Details: N/A REVIEWED BY: Bob Shillinger Completed 07/30/2020 1:52 PM Pedro Mercado Completed 07/30/2020 3:08 PM Purchasing Completed 07/31/2020 8:07 AM Budget and Finance Completed 07/31/2020 3:29 PM Maria Slavik Completed 07/31/2020 9:00 PM Kathy Peters Completed 08/03/2020 9:48 AM Board of County Commissioners Pending 08/19/2020 9:00 AM Packet Pg. 2843 EXHIBIT A LEASE AGREEMENT c� THIS LEASE AGREEMENT is made between MONROE COUNTY("LESSOR"of"County"),a political subdivision of the State of Florida,whose address is 11W Simonton Street,Gato Building,Key West, c Florida 33040,and TELCOM SYSTEMS, Inc.("LESSEE"),a Florida Corporation,having an address at 450 y NE 1t Road, Homestead, Florida 33030. WHEREAS,the LESSOR owns certain real property located on US 1 Long Key,Florida ("Leased Premises");and � WHEREAS,the LESSEE owns and operated a communication tower and certain improvements v, related to the tower;and y 0 WHEREAS,the prior lease with LESSEE has expired;and WHEREAS,it is in the best interest of the public that the communication tower continue to be c operated continuously without interruption on the site;and NOW THEREFORE,for good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged,the LESSOR and LESSEE hereby agree as follows: 1. Ownership Interest in Leased Premises.The LESSOR owns a tract of land on Long,Key Florida,which is more particularly described as Exhibit W,attached hereto and made a part hereof. 0 2. Ownership of Communication Tower The LESSEE owns the Communication Tower and other improvements located on the leased premises,and have leased the premises from the County since April 15,2009.LESSEE purchased the tower from the prior owner and received the lease by 76 assignment from the prior owner with approval of the County. 2 3. Term. LESSEE shall have and hold the above described lease premises for a term < commencing April 20,2011 and terminating April 19,2021. c� 4. Rental Amount.LESSEE shall pay to LESSOR the sum of One Thousand Dollars($1,000) per month,payable on or before the ninth day of each month for the first two years of the term of the lease,and increasing 2%every year thereafter.The fee shall be made payable to Monroe County and 0 paid to the Clerk of Monroe County at 500 Whitehead Street, Key West, FL 33040. a, S. Tower Utilities.LESSEE shall promptly pay all gas,water,electric,cable and any other utility charges which may become payable for utilities used by the LESSEE during the term of this agreement. 6. Maintenance and Repairs.LESSEE shall be responsible for all maintenance and repairs on the premises in accord with generally accepted business practices. Lessee shall also be responsible for any of the premises damages by the LESSEE,its officers,agents,employees,or equipment. 7. Aerations.LESSEE shall have the right to make any alterations in and to the demised premises during the term of this lease upon first obtaining the written consent thereto of the LESSOR, which consent shall not be unreasonably withheld. 1 Page Packet Pg. 2844 S. Right of Ingress and Egress. LESSEE shall have the right of ingress to and egress from the premises. 9. Hold Harmless.Notwithstanding any minimum insurance requirements prescribed 0 elsewhere in this agreement,the LESSEE covenants and agrees that he shall defend,indemnify and hold the COUNTY and the COUNTY's elected and appointed officers and employees harmless from and against(1)any claims,actions or causes of action,(ii)any litigation,administrative proceedings,appellate proceedings,or other proceedings relating to any type of injury(including death),loss,damage,fine, penalty or business interruption,and (III)any costs or expenses that may be asserted against,initiated with respect to,or sustained by,any indemnified party by reason of,or in connection with,(A)any activity of LESSEE or any of its employees,officers,agents,or employees or other invitees during the N term of this AGREEMENT,(B)the negligence or willful misconduct of LESSEE or any of its employees, officers,agents,or other invitees,except to the extent the claims,actions,causes of action,litigation, proceedings,costs or expenses arise from the intentional or sole negligent acts or negligent acts in part or omissions of the COUNTY or Monroe County Sheriffs office any of their employee,elected or appointed officers,agents,or invitees. Insofar as the claims,actions,causes of action,litigation, 0 proceedings,costs or expenses relate to events or circumstances that occur during the term of this AGREEMENT,this section will survive the expiration of the term of this AGREEMENT or any earlier termination of this AGREEMENT. The parties agree that good and valuable consideration has been received for the indemnification provided for the above. The extent of liability is in no way limited to, reduced, or lessened by the insurance requirements 0 contained elsewhere within this AGREEMENT. 0 10. Insurance. The LESSEE shall obtain,at its own expense,insurance as specified below. The LESSEE shall maintain the required insurance throughout the entire term of this agreement.Failure to comply with this provision may result in the immediate termination of the lease agreement and the return of all property owned by the County and the immediate loss of the right of Ingress and egress onto the premises,at the discretion of the County, until such Insurance has been provided. The LESSEE shall provide to the County as satisfactory evidence of the required insurance,a Certificate of Insurance or a certified copy of the actual insurance policy.All insurance policies must specify that they are not subject to cancellation,non-renewal,material change,or reduction in coverage unless a 0 minimum of thirty(30)days prior notification is given to the County by the insurer.The acceptance and/or approval of the LESSEE's Insurance shall not be construed as relieving the LESSEE from any liability or obligation assumed under this contract or imposed by law. y The LESSEE shall maintain General Liability Insurance throughout ughout the life of the contract and include,as a minimum: -Premises Operations -Products and Completed Operations -Blanket Contractual LiabilityLU -Personal Injury Liability -Expanded Definition of Property Damage -Fire Legal Liability(with limits equal to the fair market value of the leased property 2 Page Packet Pg. 2845 k -Workers compensation limits as required by law -Vehicle Liability The minimum limits acceptable shall be$300,000 Combined Single Limit(CSL). If split limits are c provided,the minimum limits acceptable shall be$100,000 per person,$300,000 per occurrence and y $50,000 property damage. The County,at its sole option,has the right to request a certified copy of any or all insurance policies required by this contract. The acceptance and/or approval of the LESSEE's insurance shall not be construed as relieving the LESSEE from any liability or obligation assumed under the lease or imposed by law. y The Monroe CountyBoard of County Commissioners its employees c ty ployees and officials will be included as "Additional Insured"on all policies,except for Workers'Compensation. Any deviation from these insurance requirements must be requested in writing on the County prepared c form entitled"Request for Waiver of Insurance Requirements"and approved by the Monroe County Risk Management. il. Iniury or Damage to Property on Premises. LESSEE shall be responsible for all property E of any kind that may be on the premises during the term of this lease,and,except for any negligence of the LESSOR,the LESSOR and or MCSO shall not be liable to the LESSEE or any other person for any injury, loss or damage to property or to any person on the premises.In the event that the demised premises or a major part thereof are destroyed by storm or other casualty,the LESSOR shall,forthwith restore the demised premises at its own cost and expense it order to restore the operation of the tower for the 0 benefit of the residents of the county. Rental on the demised premises will cease until the completion or 0) the restoration or for ninety(90)days whichever sooner.If the demised premises cannot,after such casualty,be restored within ninety(90)days,LESSEE or LESSOR may terminate the lease upon giving c written notice to the other. 2 12. Expiration of Term. At the expiration of the term of the lease,the LESSEE shall peaceably yield up to the LESSOR the demised premises in good and tenantable repair which shall ~� include removal of the tower and other improvements,unless the LESSOR and LESSEE can agree in writing to other conditions regarding removal of the structure upon expiration. It is understood and cv agreed that the LESSEE shall have the right to remove from the premises all personal property of the LESSEE and all fixtures,machinery,equipment,appurtenances,and appliances placed on the premises by LESSEE. LESSEE shall be solely responsible for any hazardous materials on the premises. c 13. Assignment. The LESSEE shall not assign the demised premises without prior written consent of the LESSOR, provided,however,that LESSEE may assign the lease to an affiliate of the LESSEE without such consent upon giving written notice to LESSOR of the assignment and full contact information of the affiliate to the LESSOR. 14. Successors and Assigns Bound by Covenants All the covenants,stipulations and e® agreements herein shall extend to and bind the legal representatives,successors,and assigns of the respective parties hereto. is. Early Termination. The LESSOR shall have the right,upon giving thirty(30)calendar days Written notice to the Lessee of its intent to terminate this agreement due to a breach or default of any of the Lessee's covenants under this agreement,unless the Lessee shall correct the breach or default 3 ( Page Packet Pg. 2846 within that thirty(30)day period.Either party may terminate this lease without cause upon giving one hundred and eighty(180)days written notice to the other party. 16. Construction of New Tower on Premises.The parties agree that a new tower will o become necessary during the term of this lease and that in the event that the Communications y Department of the Monroe County Sheriff's Department(MCSO)determines that the present tower is obsolete,damaged,dangerous,or in serious need of repair,the MCSO shall notify the LESSEE. If the LESSEE is willing to construct a new tower to the specifications of the County and/or MCSO,and in the time frame required by the County and/or the MCSO;the term of the lease will be extended upon the Issuance of a certificate of occupancy for an additional ten(10)years on the same terms and conditions as set forth herein.If the LESSEE is unwilling or unable to build a new tower the lease may be terminated Uj by the LESSOR upon one hundred and eighty(180)days written notice to the LESSEE. 0 17. Waiver. The waiver by the LESSOR of any breach of this lease by the LESSEE shall not be construed as a waiver of an subsequent breach of a du or covenant imposed Y q any duty posed by this lease. 0 18. Right of Inspection. The County may enter upon the premises now or during the term of the lease at any reasonable time for any purpose necessary,incidental to,or connected with the performance of its obligations hereunder,or in the exercise of it governmental functions. 19. Notice. Notices to the parties shall be sent by certified mail,postage prepaid and addressed to the following: FOR LESSOR: COPY TO: FOR LESSEE: County Administrator Emergency Communications James E.Spisiak 1100 Simonton Street Laura White TELCOM SYSTEMS, Ltd., Inc. The Gato Building 10600 Aviation Boulevard 450 NE 15t Road 76 Key West, Florida 33040 Marathon,Florida 33050 Homestead,Florida 33030 20. Taxes and Assessments LESSEE shall pay all taxes and assessments which may be lawfully levied by a duly constituted taxing body with respect to the demised premises. cv 21. Surrender of Possession Upon the expiration or other termination of this lease renewal thereof,LESSEE's right to use the premises,facilities,rights,licenses,services and privileges herein shall cease and LESSEE shall forthwith upon such expiration or termination surrender same in good repair. o 22. Discrimination. The LESSEE,in exercising any of the rights or privileges herein granted to LESSEE,shall not discriminate or permit discrimination against any person or groups of persons on the basis of race,color,sex,age,national origin,religion,or any other basis set forth in local,state or federal law. 23. AS IS. The LESSEE acknowledges that he has leased the premises under another lease for an extended period of time and agrees to accept the premises In as is condition and LESSOR shall not be obligate to repair,maintain or renovate same. 24. Governin t Law.Venue and Interpretation This Lease Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in the State. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Lease Agreement,the lessor and Lessee agree 4 Page Packet Pg. 2847 P.7.b that venue will lie in the appropriate court or before the appropriate administrative body in Monroe County,Florida. The LESSOR and LESSEE agree that,in the event of conflicting interpretations of the terms or a term of c this Lease Agreement Ag by or between any of them the issue shall be submitted to mediation prior to the y institution of any other administrative or legal proceeding. 25. No Representation. County makes no representation,warranty,guarantee,or averment c of any kind whatsoever concerning the physical condition of the premises at the commencement of this 0 term,and it is agreed that County will not be responsible for any loss,damage,or cost which may be incurred by LESSEE by reason of any such physical damage. N 26. Severability. If any term,covenant,condition or provision of this Lease Agreement(or the application thereof to any circumstance or person)shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction,the remaining terms,covenants,conditions and provisions of this Lease Agreement,shall not be affected thereby,and each remaining term,covenant,condition c and provision of this Lease Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms,covenants,conditions and provisions of this Lease Agreement would prevent the accomplishment of the original intent of this Lease Agreement. The Lessor and Lessee agree to reform the Lease Agreement to replace any stricken provision with a valid provision that comes as dose as possible to the intent of the stricken provision. 27. Attorney's Fees and Costs. The LESSOR and LESSEE agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement,the prevailing party shall be entitled to reasonable attorney's fees,and court costs only,as an award against the non-prevailing party,and shall include attorney's fees and courts costs only in appellate proceedings. Mediation proceedings initiated and conducted pursuant to 76 this Lease Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County.The parties agree that mediation not arbitration shall be used in the event any dispute arises between the parties. 28. Binding Effect. The terms,covenants,conditions,and provisions of this Lease Agreement shall bind and inure to the benefit of the LESSOR and LESSEE and their respective legal representatives,successors,and assigns. 0 29. Authority Each party represents and warrants to the other that the execution,delivery a and performance of this Lease Agreement have been dulyauthorized by all necessary County and corporate action,as required by law. 30. Covenant of No Interest. LESSOR and LESSEE covenant that neither presently has any interest,and shall not acquire any interest,which would conflict in any manner or degree with its performance under this Lease Agreement,and that the only interest of each is to perform and receive benefits as recited in this Lease Agreement. 31. No Solicitation/Payment. The LESSOR and LESSEE warrant that,in respect to itself,it has neither employed nor retained any company or person,other than a bona fide employee working solely for it,to solicit or secure this Lease Agreement and that it has not paid or agreed to pay any person, company,corporation, individual,or firm,other than a bona fide employee working solely for it,any fee, 5 Page Packet Pg. 2848 • P.7.b commission,percentage,gift,or other consideration contingent upon or resulting from the award or making of this Lease Agreement. For the breach or violation of the provision,the Lessee agrees that the Lessor shall have the right to terminate this Lease Agreement without liability and,at its discretion,to offset from monies owed,or otherwise recover,the full amount of such fee,commission,percentage, gift,or consideration. 0) 32. Public Access. The LESSOR and LESSEE shall allow and permit reasonable access to,and inspection of,all documents, papers, letters or other materials in its possession or under its control o subject to the provisions of Chapter 119, Florida Statutes,and made or received by the Lessor and Lessee in conjunction with this Lease Agreement,and the Lessor shall have the right to unilaterally cancel this Lease Agreement upon violation of this provision by Lessee. .2 33. Non-Waiver of Immunity. Notwithstanding the provisions of Sec.286.28,Florida Statutes,the participation of the LESSOR and LESSEE in this Lease Agreement and the acquisition of any commercial liability insurance coverage,self-insurance coverage,or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage,nor shall any contract entered into by the Lessor be required to contain any provision for waiver. 34. Privileges and Immunities. All of the privileges and immunities from liability, exemptions from laws,ordinances,and rules and pensions and relief,disability,workers'compensation, and other benefits which apply to the activity of officers,agents,or employees of any public agents or employees of the Lessor,when performing their respective functions under this Lease Agreement within the territorial limits of the County shall apply to the same degree and extent to the performance of such 'a functions and duties of such officers,agents,volunteers,or employees outside the territorial limits of 0 the County. 35. Legal Obligations and Responsibilities. Non-Delegation of Constitutional or Statutory 76 Duties. This Lease Agreement is not intended to,nor shall it be construed as,relieving any participating entity from any obligation or responsibility imposed upon the entity by law except to the extent of actual and timely performance thereof by any participating entity,in which case the performance may be offered in satisfaction of the obligation or responsibility. Further,this Lease Agreement is not intended to, nor shall it be construed as,authorizing the delegation of the constitutional or statutory ry duties of the LESSOR,except to the extent permitted by the Florida constitution,state statute,and case law. 36. Non-Reliance by Non-Parties. No `—'person or entity shall be entitled to rely upon the terms,or any of them,of this Lease Agreement to enforce or attempt to enforce any third-party claim or entitlement to or benefit of any service or program contemplated hereunder,and the Lessor and Lessee agree that neither the Lessor nor the Lessee or any agent,officer,or employee of either shall have the authority to inform,counsel,or otherwise indicate that any particular individual or group of individuals, entity or entities,have entitlements or benefits under this Lease Agreement separate and apart,inferior to,or superior to the community in general or for the purposes contemplated in this Lease Agreement. 37. Attestations. Lessee agrees to execute such documents as the Lessor may reasonably require,to include a Public Entity Crime Statement,an Ethics Statement,and a Drug-Free Workplace Statement. 38. No Personal Liability. No covenant or agreement contained herein shall be deemed to 6 Page Packet Pg. 2849 be a covenant or agreement of any member,officer,agent or employee of Monroe County in his or her individual capacity,and no member,officer,agent or employee of Monroe County shall be liable personally on this lease Agreement or be subject to any personal liability or accountability by reason of the execution of this lease Agreement. o 39. Execution in Counterparts. This Lease Agreement may be executed in any number of counterparts,each of which shall be regarded as an original,all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Lease Agreement by o signing any such counterpart. 40. Section Headings. Section headings have been inserted in this Lease Agreement as a matter of convenience of reference only,and It is agreed that such section headings are not a part of < this Lease Agreement and will not be used in the interpretation of any provision of this lease Agreement. 41. Mutual Review,This Lease agreement has been carefully reviewed by Lessee and Lessor, o and the counsel of their choice,therefore this Lease agreement Is not to be construed against either party on the basis of authorship. 42. The county's performance and obligation to pay under this contract is contingent upon an annual appropriation by the legislature. THIS IS TO BE A LEGALLY BINDING CONTRACT.IF NOT FULLY UNDERSTOOD,SEEK THE QF AN ATTORNEY PRIOR TO SIGNING. I , VIVESS WHEREOF,the parties hereto have set their hands and seals the day and year first 0 > BOARD OF COU NTY COMMISSIONERS E,CLERK OF MONROE CO , DA } BY %9-��1111116_6�. z J Z w.,.w..»L_�,.... DePuhclerk 'f/to/Zol1 Mayor/Chaff rsol : M W a:I-- � O tV WITNESS FOR LESSEE: LESSEE: Q 0 Q `� ~ s? Z 1) z =)C Wit s atu�f�ia /; PcrK "^"`horized to sign or IESSEE O W z 7 e t/ /Ta��hv (� W Print Nam ?AmEs E. SP�SiAK w ¢ , J a\ F' Date ' Print Name Ir a Q Witness signaty�re Date: ��7 /i OZ Z a) Print Name /•+�/;"r17- ra Date:- C (STATE OF FLORIDA I -- _� y 1 (COUNTY OF Monroe) The foregoing instrument was acknowledged before me thIs q day of� �-2�6Bg,Iby 3q(ri� S t. S�Lf/}g � is personally known to me or produced as identification. Co CD Commission No r73(0 7 My Commission Expires: %Q AI a— Not Public 7 Page 71 APRIL OMMA r— M GJ s s O y, MY COMMISSION A DD 736674 19 °r` MOW Th.N.Wy P bk mere Packet Pg. 2850 EXHIBIT"A" Legal description of the premises which County leases to TELCOM SYSTEMS Inc 0 A *ad of land In a pat d Seeibn 6. T. 66 L. It 35 E. an�KoVM Lot 1. E Lon0 � Morroo County, ROMM and bebop man e dambod by nwlm and bounds m t N COMmwx ft at the cwOwbm of U.&HWwjoy Wo, c 1 and to POW of Cur"of ftfbn 240H pka 96.1, ft*10 East Coma Rd vcrf R W of Way and Tract 6 CP6 briar norfhsiasisrly along iho cwomiine of ftPRv y No. 1 far a dstanco of 330,Z2 feet to c for a Wance of 50.0foot toft Pi fnd d wy Of #0 Uact of land horsrtndfw dam, said pai�k*'wW US Hawuay No, 1 a d E paint of begs riip,conNnw boainp sout"=tnrN and of do =Mom to U..t WQhway Na 1 for a dsfianco of 3W.0 foot to a paint; lhrna at right anprs and norlho to* for a dsbnco of 300A feet fo a paint; Nrnce of right =Vim and ncrNmw=Isriy far a d*mm d MW feet b a point an Vw No. 1; thence boar lowly of at No.1 for of=0 feet back to tfw point of bpkmbrp. cv 0 8 Page Packet Pg. 2851 P.Zc EXHIBI FIRST AMENDMENT TO THE LEASE AGREEMENT BETWEEN MONROE COUNTY AND TELCOM SYSTEMS INC. THIS FIRST AMENDMENT,to the LEASE AGREEMENT("Agreement")dated April 20, 2011, e to is entered into this IY$4 day of 42014 by and between TELCOM SYSTEMS, LTD. ("LESSEE -� or TELCOM"), a Florida Limited Partnership, having an address at 450 NE I"Road, Homestead, Florida � 33030, and Monroe County ("COUNTY or LESSOR"), a political subdivision of the State of Florida, m whose address is 1100 Simonton Street, Gato Building, Key West,Florida 33040. WHEREAS, COUNTY is the owner of certain property located at Lot 1, Section 5, T. 65 S., R. 35 E., on Long Key, Monroe County,Florida, and WHEREAS,TELCOM owns and operates two communication towers and certain improvements related to the towers,and e WHEREAS, the COUNTY and TELCOM entered into a LEASE AGREEMENT ("LEASE") commencing April 20,2011, and; � e( WHEREAS,the parties agree that a new tower is necessary at the Long Key location and further agree that TELCOM desires to demolish and remove the present communications towers and to build a new communications tower on that site, and WHEREAS, it is in the public interest that the COUNTY facilitate the improvement of communication towers and facilities throughout the Keys. NOW THEREFORE, in consideration of the mutual covenants and provisions contained herein, N the parties agree to amend its earlier Agreement as follows: 1. TELCOM and COUNTY agree that TELCOM shall remove and demolish the present towers located on the COUNTY premises more definitely described below and shall replace the existing m towers, which are in bad repair, with a new communications tower within 180 days of the execution of E this First Amendment. TELCOM shall bear all the costs of demolition, disposal of the old towers, any E parts or appurtenances, and associated buildings. TELCOM shall bear all the costs of construction, 0 installation, clean-up of construction debris, and the costs of maintaining egress and ingress to the site during construction. 2. The completion of construction of a new tower is pursuant to Paragraph 16 of the E Agreement which invokes an extension of the Agreement for an additional term. TELCOM shall obtain all relevant permits, approvals, certificates of occupancy or other requirements from any governmental E entity related to, the demolition of existing towers, the construction of a new tower and clean-up of the site during and after the construction. TELCOM shall prepare at its expense all necessary drawings and specifications for the construction of a tower and telecommunications equipment, which COUNTY shall have the right to approve, such approval shall not be unreasonably withheld or delayed. e( 3. Nothing in this Amendment shall change the responsibility of TELCOM for Maintenance and Repairs under paragraph 6 of the AGREEMENT; however, if TELCOM wishes to maintain, make w repairs or alterations to the towers prior to the demolition, removal and rebuild of the towers the County authorizes the maintenance and make repairs, so long as they are all accomplished as required according to applicable Federal State and County Ordinance,and"MCSO"requirements). Packet Pg. 2852 4. Copies of all proposals for maintenance, repair, demolition, including but not limited to proposed design/construction specifications of a new tower shall be submitted to the Monroe County Sheriff's Office Department and COUNTY prior to the work being started and prior to submission to any State, Federal or County entity for approval. In addition, prior to work on the present towers or construction of a new tower the Monroe County Sheriff's office shall approve, in writing, the engineered a designs for any repairs, maintenance, and demolition of the present towers and for construction of a new tower. Such approval shall not be unreasonably withheld or delayed. S The construction of a new communications tower shall be completed within 365 days of m the date of this amendment; however, this time frame may be enlarged by agreement of the parties in an E amendment signed with same formality as the original Agreement. .� 0 6. All permitting or other requirements, including any and all FCC or FAA permissions, registrations and requirements, or necessary documents of any nature whatsoever related to the design, ,) demolition of the present towers, construction and final completion of the tower shall be the full e responsibility of TELCOM, including any fees of any kind. TELCOM shall comply with all requirements for painting, maintaining and illumination of the tower as prescribed by the Federal Communications Commission ("FCC"). TELCOM shall at its sole expense pay any development costs for the new tower 0 and for the existing towers including installation of the equipment, improvements, fixtures, dishes, lights, switches, batteries, grids antenna(s), lines, accessories, structures appurtenances, or services necessary for the demolition and decommission of the presently existing towers and for the design and construction of the new tower. TELCOM shall also be solely responsible for any elements related to the tower including but not limited to the ground ring, concrete pad/foundation, fencing/enclosure, tower, site preparation, engineering, surveying, environmental and other fees and costs for professional and other services required for the construction of the tower. It is understood that this responsibility is part of the consideration for the COUNTY allowing TELCOM to build a new tower and rent space on the tower to third parties. However, TELCOM shall not demolish the present towers until the new tower is constructed N and in operation. 7. TELCOM agrees that during the term of the Agreement, it will hold space on the tower * for use by the County for Monroe County Sheriffs Office (MCSO) communication equipment; and m acknowledges that the ability to locate equipment on the tower is part of the consideration for the County Er allowing TELCOM to construct a tower. MCSO shall work with TELCOM to determine the appropriate M E location for MCSO's facilities to be mounted on the tower. TELCOM acknowledges that this space must 0 be free of interference to the MCSO equipment and transmissions. MCSO shall give TELCOM a W minimum of thirty(30) days' notice prior to adding equipment to the tower, except in cases of emergency at which time the parties shall work together to provide space immediately but no longer than seven (7) days after notice is given of the need for space to TELCOM by the County or MCSO. TELCOM agrees to E allow installation by MCSO of equipment of a type and frequency which will be acceptable to MCSO. E 8. TELCOM shall procure and maintain additional insurance, over and above that required in paragraph 10 of the Agreement, due to the construction of the Tower and for the remainder of the term of the agreement. eC 8.1 TELCOM shall obtain and maintain insurance, as specified in the Agreement and this First Amendment, in effect at all times during the term of the Agreement and its Amendments. In the event the completion of the project (to include the work of others) is delayed or suspended as a result of w TELCOM'S failure to purchase or maintain the required insurance, the CONSULTANT shall indemnify the COUNTY from any and all increased expenses resulting from such delay. i Packet Pg. 2853 8.2 The coverage provided herein shall be provided by an insurer with an A.M. Best rating of e VI or better,that is licensed to do business in the State of Florida and that has an agent for service r_ of process within the State of Florida. The coverage shall contain an endorsement providing sixty (60) days' notice to the COUNTY prior to any cancellation of said coverage. Said coverage shall be written by an insurer acceptable to the COUNTY and shall be in a form acceptable to the COUNTY. 8.3 TELCOM shall obtain and maintain the following policies: A. Workers' Compensation insurance as required by the State of Florida, sufficient to respond to Florida Statute 440. Employers Liability Insurance with limits of $100,000 per Accident, $500,000 Disease policy limits, $100,000 Disease each employee. 0 B. Comprehensive business automobile and vehicle liability insurance covering claims for 4- injuries to members of the public and/or damages to property of others arising from use of e motor vehicles, including onsite and offsite operations, and owned, hired or non-owned > vehicles, with $200,000 per person, $300,000 per Occurrence, $200,000 Property Damage or 2 $300,000 combined single limit. C. Commercial general liability, including Personal Injury Liability, covering claims for injuries to members of the public or damage to property of others arising out of any covered act or omission of TELCOM or any of its employees, agents or subcontractors or subconsultants, including Premises and/or Operations, Products and Completed Operations, Independent Contractors; Broad Form Property Damage and a Blanket Contractual Liability Endorsement 0 with $IMillion dollar Combined Single Limit. er An Occurrence Form policy is preferred. If coverage is changed to or provided on a Claims N Made policy, its provisions should include coverage for claims filed on or after the effective date of this contract. In addition, the period for which claims may be reported must extend 0 for a minimum of 48 months following the termination or expiration of this contract. * D. COUNTY shall be named as an additional insured with respect to TELCOM'S insurance coverages identified in Paragraph C. 0 E. TELCOM shall require its agents, design professionals and subcontractors to be adequately insured at least to the limits prescribed above, and to any increased limits of CONSULTANT if so required by the COUNTY during the term of this Agreement. t F. TELCOM shall provide to the COUNTY certificates of insurance or a copy of all insurance policies including those naming the COUNTY as an additional insured. The COUNTY reserves the right to require a certified copy of such policies upon request. G. If TELCOM participates in a self-insurance fund, a Certificate of Insurance will be required. In addition, TELCOM may be required to submit updated financial statements from the fund e( upon request from the COUNTY. 9. Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of TELCOM and the COUNTY in this Agreement and the acquisition of any commercial liability insurance coverage, self-insurance coverage, or local government liability insurance pool coverage shall not be Packet Pg. 2854 deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the COUNTY be required to contain any provision for waiver. 10. If the tower to be constructed by TELCOM should be totally or substantially destroyed or 0 damaged (so that TELCOM may not operate the facility as contemplated under the Agreement and .� amendment) TELCOM may rebuild the Tower at its sole and complete expense. If TELCOM elects to rebuild the Tower as provided for in this paragraph, then in that case the Agreement shall be renegotiated as to term of the Agreement. In any event, due to such damage or destruction TELCOM's use of the E premises is completely disrupted, any fees due to the COUNTY shall abate until the use is restored in full or in part, or for a period of no longer than 90 days (from the date of complete disruption ) or whichever occurs first.TELCOM shall immediately notice the destruction date and the restoration date to the County and MCSO. 11. If TELCOM fails to comply with the requirements of the Agreement and of this 4- Amendment, that failure shall constitute a breach of the Amendment and, in the sole discretion of the e 76 COUNTY and MCSO, be reason to terminate the LEASE pursuant to paragraph 15 of the LEASE. Upon > termination TELCOM shall surrender possession of the tower pursuant to paragraph 21 of the LEASE, 2 and without compensation from the COUNTY to TELCOM. 12. In accordance with Florida Statues 713.10, neither TELCOM or anyone claiming through TELCOM shall have the right to file construction liens or any other kind of lien on the Site or Premises and the filing of this notice under the Agreement constitutes notice that such liens are invalid against the COUNTY. Further, TELCOM agrees to give actual notice to any contractors, subcontractors or suppliers of good, labor, services that such liens will NOT be valid and to provide County with copies of such Notice and to record the Notice in the Public Records of Monroe County. TELCOM will immediately ca notify MCSO and Office of County Attorney if a lien is filed regarding the site and send a copy of such lien to both MCSO and Office of County Attorney. ry 13. Paragraph 12 of the original Agreement shall be amended to read: "Expiration of Term. At the expiration of the term of the Agreement and amendments thereto, TELCOM shall peaceably yield up to COUNTY the demised premises, including the tower, fixtures and improvements, as contemplated under the Agreement and Amendments, in good E and tenantable repair. It is understood and agreed that TELCOM shall have the right to remove from the premises all personal property of TELCOM which is not permanently 2 attached to the land, including, machinery, equipment, appurtenances, and appliances 0) placed on the premises by TELCOM. TELCOM shall be solely responsible for any hazardous materials on the premises at the end of the term." E 14. County requires and TELCOM agrees to enter into a payment and performance bond E with the entity TELCOM hires to construct the new tower in an amount equal to the contract amount pursuant to Sec. 255.05, Florida Statutes. 15. This Amendment shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in the State. In the event that e® any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, COUNTY and CONSULTANT agree that venue shall lie in the 16`"Judicial Circuit, Monroe = County, Florida, in the appropriate court or before the appropriate administrative body. This agreement shall not be subject to arbitration. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary E required by the circuit court of Monroe County. procedures Packet Pg. 2855 0 16. TELCOM shall insure that all contracts, contractors, and subcontractors comply with r- local, state and Federal laws; and that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination c has occurred,this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. In addition, TELCOM agrees to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to the demolition, removal of demolition debris, m construction and operation of communications towers. E 17. Paragraph 13 of the Agreement shall be amended to read as follows: m "Assignment. TELCOM shall not assign the demised premises without prior written consent of COUNTY,in the form of an Amendment to the AGREEMENT accomplished with the same formality of this AMENDMENT; provided,however,that TELCOM may assign the lease to an affiliate of the LESSEE without such consent upon giving written notice to COUNTY a minimum of thirty(30)days v) prior to the assignment and by providing legal proof detailing the full contact information of the affiliate to the LESSOR. > 0 18. In all other respects,the original Agreement with TELCOM for Long Key Communications tower remains unchanged. IN WITNESS WHEREOF,each party caused this First Amendment to be executed by its duly authorized representative on the day and year first above written. ca (SEAL) BOARD OF COUNTY COMMISSIONERS U Attest AI1Y HEAVILIN C.P.A, Clerk OF MONRO OU FLORIDA er r N By: 7 By: Deputy Clerk ayor/Chairman Witness to TELCOM's Signature TELCOM SYSTEMS, LTD. M E 0 By; — By: „ ,, WITNESS Signature Signature of Corporate Agent with authority to bind the corporation April 0'M ra TamP� F Spisiak Print Witness Name Print Name of Corporate Agent Date: 10/01/14 Date: 10/01/14 MONROE COUNTY ATTORNEY PROVED AS T c RCS: y ASSISTANT COUNTY AI C'C7RNEY Date Packet Pg. 2856 EXHIBIT B ASSETPURCHASE -ENIENT CN This asset Purchase Agreement (this "d eemen.f" is made this -- day of June, 2019 (the "Effective ate" by and, arriongTelco Telcom System, , Ltd., a Florida limited partnership Dat2path Vertical Bridge, LLC, a Delaware limited liability company `{ .rchaser"). � In, consideration of the promises, and, the representations, warranties, covenants and. agreements herein contained and other valuable consideration, the receipt and, adequacy whereof f are hereby acknowledged, parties hereto, intending to he legally ally bound, hereby agree as follows: � I Agreement to Buy_and, Sell., Subject to the terms and conditions set forth in this e t:, at the Closing defi ned be]o , Seller shall sell, assign, nsfer, convey and deliver t Purchaser, and Purchaser shall purchase (the "P rehase�') from Sell , all of Selle.rTs right, title and interest in and to the Tower ,assets, and clew of any Liens of any nature other thanPermWed Cn Liens. A. For purposes f this ree ent, the to "Towner Assets"' mail mean, individually, and collectively, the Owned Property the Ground Leased Property, and all of the real 0 and personal tangible and intangible assets, properties and rights,, owned by Seller that are used in,or 2 accounted Ibr as a part, of, the ownership and operation of the Towers (defined, below), and the r� operation of the business related thereto (except for any ExcludedAssets s as defined below)), including without limitation the fall awing: E i Sri l w ire ess comm onicatlons tourers (each a-Tower rp, and together the "Towner$") located at the sites set forth. in Schedule L f t'i each a. '"Site", and together the � `Site a41. (ii) all Tent Leases relating to the Sites existing as of the Closing, CL including without limitation those Bret North in Schedule 1( i), which schedule shall identify for y each Tenant Lease, each: Tenant's name, any Security Deposit as defined, below) held by landlord � or due to tenants,and the current monthly rent payable; y c iii the real property owned by Seller relating to the applicable Sites as set forth, in Schedule 1 aXii (the" w n Pr rt "); i the ground kaseas the:" a Lease").relating,to the applicable Sites set forth in Schedule l i (the g c round Le ed Pro Property"); ca is all buildings, structures,improvements and fixtures located at the Sites � id owned or used by Seller in connection with the ownership d operation of the Tower Assets � and all physical assets (other than the Towers and other real property and, interests them-11r), owned E LU by Seller and located at.the Sites, Cd i all prepaid expenses, credits; ,advance payments, claims, security-- refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, s s ar�.d f s LU (Including, without hi itatio " any such item, relating to the, payment ofTaxes) related to theTo ,assets; � Packet Pg. 2857 P.7.di (vii) all insurance benefits, including rights and proceeds, ansing, from or � relating to the Tower Assets viii all outer assets used or useful in connection with; the ownership or operation f the Towers � (i the security deposits if from tenants paid to Seller under the ca Tenant (each a "Se unt e osit"", collectively, the " u I e It �� , all '� hich are disclosed in, Schedule_] all 1, (B) all rights to any warranties held by Seller with respect to the � Tower Assets, including without limitation the "Powers, j all rights under any Govennnental Authorizations held by Seller with, respect to the ownership or the operation of the Tewer assets, utility deposits and reservation fees paid by or on behalf of Seller with respect to the Sites and and condemnation or eminent main proceeds received by Seller after the date hereof with respect to the-rower Assets; all rent or other amounts received or receivable by Seller under, the y Tenant Leases relating to the period following the Closing; and i e m icrowave transport network, ancl uding all licenses and assoc i .te sets necessary or currently used in the operation of such network (col.lectivel , the"Microwave As-sets")� For purposes of this Agreement,. the ter "Excluded A►ss &, shall mean. the Q bank and securities accounts of Seller. '. Assu tion of Liabilities and bli Lions. Subject to the terms and conditions of this Teeroent, at the Closing" purchaser shall assume and agree to pay, discharge and perform only � those executory liabilities accruing er the Closing relating to the Owned Property, underCL the Ground Lease and under the Tenant leases(the"A ssu-ned Ohl i ati ns" . Except for the Assumed W Obligations s Purchasa shall not assume or in anyway,undertake e to play,perform,satisfy or discharge n any obligation or liability of Seller (contingent or otherwise), and Seller agrees to pay, perform, satisfy or discharge when due any obligation or liability other than e Assumed Obligations (the "'Excluded bli tr a s"'fitThe Excluded Obligations include, without limitation, all contracts, obligations, Taxes, assessments, accounts payable, commitments, costs, expenses, n ez ents, .2 understandin p , Claims,debts,demands,obligations,and liabilities of any des pt,iou riots ci lly assumed.herein as Assumed Obligations, including those that:are: a incurred r made by Seller prior the Closing in connection with the Tower Assets or the operation thereof, b caused by, accruing out of, or resulting frorn, any act or omission of Seller, its owners,,. managers, cers, employees, agents or independent contractors.,.acting in any such capacity n behalf of Seller,or(c an, liability w (whether direct or as a result o f transferee liability,joint and several liability, contractual liability) of 0) Seller for Taxes including, without limitation, all income Faxes incurred, on, after or before the Closing). All Excluded Obligations shall remain d be the obligations and liabilities solely of Seller. Cd Ins MC t LO n- X A. Ins ecti n PcTJ . Purchaser shall have the right, between the Effective late and the date ninety days after the Effective Date the-lns cc i n Period" , to eater upon, inspect, investigate and conduct legal, financial, business, en ironrnc tal, technical and any other due Packet Pg. 2858 P.7.di diligence that Purchaser determines is necessary iii its reasonable discretion,with respect to the Tower � Assets. In the event Purchaser, provides writtern notice to Seller on or before the expiration of the CN Inspection Period that it is not satisfied, in its sole discretion„ with the condition of the Tower Assets or the results of its due diligence investigation, upon the delivery of such notice this Agreernent shall be deemed terminated d of no further force or effect.. � B. Enga and In,a ti n. During the Inspection Period and through the date of CO losirn. „ Seller shall permit Purchaser and its representatives full and free access (during normal r business hours)to all ef die Tower assets, and Sellershall ffimish to Purchaser all _reports, documents, � records, and irnfo ation, including, without limitation, electronic copies thereof, to perersit Purchaser to perform its due diligence investigation with respect to the Tower Assets. Purchaser may undertake a. complete physical inspection of the Tower Assets; provided, however,, that any such physical inspection, shall not resualt in any damage to the sarrne. Except as otherwise provided herein, no such inspections, Investi .tionSs or examinations shall. unreasonably interfere with Seller's business or operations_ After completing any physical inspections of the Sites and Tower Assets, Purchaser shall E restore and repair any damage t the same caused by such inspections to the condition existing, y immediately r prior to Purchaser's entry in all material respects..The cost and expense of the inspection by Purchaser contemplated under this Section 3.13 sl,�Al be bonne by Purchaser. 0 C. l ue Dili ernee terra , Not more than tern (10) Business Daps following the Effective Datep Seller shad make available to Purchaser, true. correct and complete copies of such. of the following items as are in Seller's possession or control, including, without !'imitation, electronic � versions if any) (collectively, the ba ue Dili en e itc s"„ * l a:ll structural analyses, engineenng reports and enrnditio n reports for the Towers,and all environmental reports and NEPA reports relating to the Sites; (2) the Ground Tease, all Tenant Leases, easements, and licenses presently, in force y covering the Tower Assets or any part thereof, (3) the most recent surveys, title commitments, title policies or abstracts of title together with all copies of all docur ernts and instruments as recorded where applicable) referred to or identified in the title commitment, title policies or abstracts, irncxlndin but not limited to all deeds and other- conveyance documents evidencing transfer of title into Seller, y hen instruments, leases, plats, reservations, restrictions and easements,and all curative documentation executed subs-N ent to the commitment.,, policy or abstract; the most recent construction, engineering, architecturul or other plans or drawings and related. site plans, plats and approved' dra.wvin gs pertai n ing to the construction,own ershn:ip or operation of the Tower Assets, as well as zoning2 pennits, variarnces, building and other permits, which have been gmted or for which Seller has made application, and the FCC and FAA applications„ responses, approvals: and registration numbers ers submitted or received for the Towers; the most recent real estate and personal property tax hill for e Tower assets and any petitions for pending tax appeals or revaluations or adjustments to the taxi bill for the Tower Assets',ets', o current tenant and lmidlord contact information; the most current accounts receivable listing, aged based on invoice date,, for the Towers, invoice and tenant; the most current accounts payable listing-, aged based on invoice date; by vendor and, invoice, and a � reconciliation of both reports to the general ledger; 7 support for any accounts receivable allowance LU or reserve in place as of the most recent date, by tenant and invoice; an itemized ed listing of all reversals and write-offs of accounts receivable balances, during: the past twelve (l ) months for the Towers, 6-3 invoiced tenant due to u�riedl tibie amounts; aeceurrits receivable roll-fom,ard,,over the past twelve l months for the Towers and tenant, displaying invoiced arrrtoun.t .„ collection thereof, or reversal of LU amounts invoiced; ( (i) cash receipts supporting the most recent onth's collection of rental income for, each Tenant Tease, and casts disbursements supporting the most recent mont n's payment of rent Packet Pg.2859 P.7.di for the Ground Lease, ii for annual or other frequencies, the latest cash receipt collected and iii for. � annual or other frequencies, the latest cash disbursement made; cash. disbursenient and invoice supporting the ,most recent annual property tax expense recorded 1 an executed �9 for the owner(s) of the Owned Property and for the gou nd lessors) under the Ground. Lease; I l avaiIable bank statements and deposit/disbursement support to reconcile all amounts paid and received to the bank statement, and 12 the deeds with respect to the Owned, Property. In the event that Seller fails to deliver or make available to Purchaser any ofthe Dine Diligence Items within true 1Business Sys following fbilowing the Effective fate, the Inspection.Period shall be extended b an amount nt of time equal to any such. delay for a maximum um extension of tern (1 uasi css airs. � , Property Spgziffic Provisions, With respect to the Owned Property and the Ground Leased Property, as applicable; .. Tithe Commitment. Purchaser shall, at its sole cost and expense, obtain a title report foranALTA title insuarance policy itli respect to tlae rue Property anal t:hu rotand Le e E Property inform and substance reasonably satisfactory to Purchaser done or more such commitments, the"Title omrnitmerit" , together with, a copy of documents ents referenced; therein. . Survev. Purchaser may, at its a sole cost and ex-pe se, obtain a survey of the 2 Trued Property and the Ground Leased Property= (one or more suach suarve s, the "au zwqy C. .ce tigns to Title 0) i rraiut _ Exceptions. Notwithstanding and provision to the 0 contrary in this Agreement and other than the Permitted Exceptions, Seller agrees that the following, shall constitute unpermitted exceptions. { any mortgages, deeds of truest or other security interests for any financing affecting the Owned Property or the Ground Leased property, in each case;incurred by Seller, ) °Tapes which would be delinquent if unpaid at Closing, and if any such Taxes are CL payable in installments, such obligation shall apply to all such installments which would he payable y whether prior to or after Closing; provided., however, that Seller shall have the right to remove such y Tax, exceptions at Closing with proceeds .from the sale of the To wen Assets, mechanics' and y judb7nent Liens, l liens, mortgages, security interests, claims, charges, casements, ri huts of sway, encroachments, restrictive covenants, or lather title excc-ptions or encumbrances ces resulting solely by through or under Seller or its Affiliates, ag erns.,. emplo gees, represern tiwe , r uana ers, not first appearing in the Title Commitment, an ( such, matters as appear on Schedule -1 to the Title Commitment capable of being satisfied by the pa -rent of a monetary sum. The ua.npermitted c exceptions referenced in items ) through in, the prier sentence are collectively referred to a "1 ong I npe fitted c,eptiorus', (iiUpdated Title rrrr�it erut r Survey If any update of the Title � Commitment delivered to Purchaser discloses title m tters which are not disclosed, in the Title Commitment,ent, . "New Title _xce flo "), or the Survey or any update of the Survey delivered to Cd P m-haser discloses any survey matter Which is not disclosed in the Survey a "`New Survey Defect" u and, together with New Title Exception., collectively a "Defect"), there Pu Tchascr shall have the right to request Seller to remove or ware such Defect at or prier to Closing by providing written notice to Seller, on or before the date which is fiveBusiness days after Purchaser's discovery of such Defect,but in no event later than the Closing, after determining in its sole discretion that.suchDefect: � is not acceptable to Puur haser°,(the '` he r T"itle arrd SUnSILQhjectionNotice"'), If"P'archaserprovides � Packet Pg. 2860 P.7.di a New Title and Survey Objection Notice to, Seller, Seller may elect, by providing written notice the � "New Title and rvev Election N ticel to Purchascer within the earlier of five ) Business Days after-Seller's receipt of such env Title and Survey Objection N oticc or up to two 2) Business, Days prior to the Closing Date the "Seller Res po se Penod"), to ) accept such Defect as an additional unpe itted exception to be removed or Cured at or prior to Closing, or y) rcffisc in its reasonable discretion, to remove or Cure such Defect; provided, however, that if such .Defect constitutes a Monetary Unpe itted Except:ion, Seller shall be obligated to rem ove or fore such Defect at or prior to Closing:. if Seller does not provide a New Title and Survey Election Notice to Purchaser within such time period,then Seller shall be deemed to have elected to refuse to remove or.Cure such Defect w other than Monetary Uripermitted Exceptions) as provided in clause y) of the preceding sentence.. If Purchaser provides a New Title and Survey Objection Notice to Seller within the time periods set forth herein, and Seller elects or is deemed to have elected not to remove or Cure a Defect (other, tha:rr Monetary Unpermitted Exceptions), then Purchaser shall have the right, in its sole; discretion, c to elect, by providing prompt written notice (" env T iitllc and Spey . sponse_ r�tic ") to Seller n within the earlier of i) five ' ) Business Days after Purchaser's receipt of the New Title and Survey' E Election. Notice or the expiration of the 'Seller Response Period., as applicable, or(it) the Classing (1) to terminate this Agreement or ) to proceed to Closing pursuant to this Agreement and accept title to the Owned Property or the Ground Leased Property, as applicable, subject to such Defect (other c than Monetary Unperrnitted Exceptions), in which case such Defect (other than Monetary Unpermitted.Exceptions) shall be deemed to be a Pern-fitted Exceptiou- 1f Purchaser does riot provide a New Title and, Survey Response Notices to Seller within such time period, Purchaser shall be deemed to have elected to proceed to Closing pursuarrt to clause 2) of the precedictg sentence. Any Defects that Seiler elects to remove or is obligated to remove hereunder together Frith the Monetary Unpermitted Exceptions are referred to as"Unpe itterl xceptions"- i:ii) Removal of U perr itted-E eeptions,. Seller shall remove or Care al.] npermitted Exceptions at or prior to Closing.by. ) removing such Unpermitted, Exceptions from CL title or ) causing the title company to commit to remove, such that it does-not appear ol'record, or � Insure over such plrape- itted Exceptions in the Title Policy, provided, howcvver, that such removal y or insuring, over by the title company is in, forrrr and substance acceptable to Purchaser in as , reasonabie discretionY if the Title Conirnihnent discloses i udgrnents, bankruptcies or other returns agai n5t othcr persc s or entitaes hav ing n ., es the same as or sirni Iar to that of Sell er, th.en S elIer, on c request and to the extent applicable, shall deliver to Purchaser or the title company affidavits to the � effiect that such judgments, bankruptcies or other retum are not against Seller. D. Title Policy. At Closing, Purchaser shall cause the title company to issue to Purchaser an ALTA fo _ o -title insurance policy with respect to the Owned Property and the Ground Leased Property ore r lent form afowner's title insurance policy then c stomarilybeing accepted � by purchasers (if properties in the Mate where the applicable Owned Property and the Ground Leased 0 Property is located), or binding commitmerrt therefor to issue the same, dated,, or updated, to the E Closing Date, insuring or irrevocably committing to insure, at normal statutory premium, rates, Cd without the requirer ent for additional premi ums or escrows to be posted by Purchaser, with extended coverage w1th respect to the Owned Property and the Ground Leased Property, with customary endorsements, the Owned Property and the Ground Leased Property and improvements on each, subject only to the Permitted Liens (one or more such policies, the "Title Policy'l The Title Policy shall be dated as of the Closing ate with gap coverage from Seller from the Closing through the date � Packet Pg. 2861 P.7.di of recording and shall be issued at such pa y's sole cost and e perns-e as I's; customary for a similar � Purchase in thejurisdichon of the Owned Property and the Ground Leased Property, applicable. E. Con t Closing, Seller shall convey to Purchaser(i good,,marketable and insurable fee simple interest in the Owned Property and goad leasehold title to � the Ground Leased Property; subject only to (, the Permitted Liens relating thereto and, ( any' Unpermitted, F. .c pti,ons which are eared by causing the title compIany,to remove or insure over such CIO matters in the Title Policy in accordance with, Secti . iii , but which offierwise are not removed from title, and, (iigood, marketable and insurable title to the personal property, &ee and: clear of all � Liens other than Permitted Liens. . PPurcl .se Holdback; Refund, A. urch e Price.The purchase price:for the-Tower Assets(flee"Purchase Pricey' shall. be _ _ y s b ect to adjustment ent pursuant t Lion , which shall b y paid by Purchaser to Seller b,Y wire transfer of immediately available fads upon delivery of the a o e r .action hercandera 0 B. tin e H ldb . At losing, P rchaser shall hold back and retain are azz aunt equal to (the "I'LpAg, Key Holdbge a1 v; as security for the renewal ofthe Ground Lease for the Long Key Site e parties � ac no wled e that the Ground Lease for the n, Key Site is e pini ng April 19,202 1 d negotiations � for the renewal of Ground Lease f6r th,e Long Key Site is ongoing. Upon, the renewal and mutual l execution f the G round Lease for the Long Key Site by the landlord air lessor thereunder and Purchaser or one of its affiliates, the Long Key Holdback Farads shall be disbursed to Seller. Notwithstanding, if the Ground Lease for the Long Key bite is riot u e ed and rra tz�a l e recut by the landlord or lessor thereunder and Purebaser or one of its affiliates, r before April 19, 20221 CL the Long Key Holdback Farads shall be released to Purchaser, d Seller shall have no further rights, y interests, or claims to the Look Key Holdback Funds or any other cons iderati n for the Long Key Site under this Agreement. Seller shall use good faith and diligent effort to facilitate the renewal and �n mutual execution of the Ground Lease for the Long Key Site by the landlord or lessor thereunder, but has no affirmative obligation to take any action in furtherance thereof � Tower DefWs. Purchaser and Seller acknowledge and agree that there are certain defects with respect to the Tower(s)as) as set forth on Schedule.1,Jg1f ("T ower D c Pumbas r will endeavor to rernediate the Tower Defects, post-Closing to its ,sole satisfaction. ca Purchaser shall receive a credit against e .Purchase Price at Closing,in the `'4i@i Bunt of }i _ul, _ (`{ e air C redif) towards the rem edi ti n of the Tower efeets cud be releas from obligtinco and liability with, respect to the Tier Defects. Purchaser will be res onsible for costs and expenses to rerraediate the Tower Defects that exceeds the Repair LU Credit. Tenant lent bat to Purchaser and Seller acknowledge that post-Closing, Sprint has the right to abate rent under its T" n,azzt Lease in the amount of as a result of a prior overpayment: to Seller (" rat ate ent"). Purchaser shall receive a credit against the Purchase Price at Closing in the � Packet Pg. 2862 P.7.di amount of to offset such er,t Abatement, . Time and. Place for Performance. Provided that all conditions to Closinghereunder rider have been satisfied or waived by the applicable parties, the closing of the transactions contemplated � herd (the "C osiNg" will take place on lane , ' 1 (she " n ici aced Closing Date's)or an other date or dates agreed to in writing by the parties. The parties intend to exchange executed docuurnents prior to the Closing, to be held in escrow by each part 's respective counsel, with such Closing to be � conducted by telephone and. email. In the event that all conditions to Closing have not been met or � waived by the Anticipated Closing Date, the Closing shall occur on the fifth Lt) Business Days following the satisfaction or waiver of all such, conditions; or on such other date as Seller and Purchaser shall muttially agree. The date that the Closing occurs shall be referred to as the "Closin Date". 0 7. Reu:resentatu os and Warranties of Seller. Seller hereby represents and warrants to E Purchaser as follows: -- — A. QE izafion, and tuthorit . Seller is a limited partnership, dour organized, validly existing and in good standing un er the Laws of the State of Plorida� cl possesses all requisite organizational. power and. authority to own, lease and operate its assets as now owned or [eased and operated and is duly qualified and in good standing in each othcrauurisdiction in which the character o f the assets owned or i eased by such E ntity requires such q uali fication. S elIer has all requ isite power � and authority necessary to own and: operate the Tower Assets and to execute and deliver, and to � perform its obligations under each Closing- Document to which it is a. party and to consummate the transaction and the other transactions contemplated hereby d thereby; and the execution, delivery, y and performance by Sellerof ea,ch Closing Docu ment to which it is a party have been duly auruthori;ed by all requisite partnership action. This Agreement and each Closing, Document are or will be lc al,, valid and binding agTeemerits of Seller enforceable in accordance �;Ait their respective terms, except in eadh case as such, enforceability may be limited by bankruptcy, moratorium, insolvency, y reorganization or other similar laws affecting or limiting the enforcement of creditors' n-g is g-crierrally and ex cept such enforcea i li ty is subject to gcncral,principles ofe uuity(regardless o vvhethersuch enforceability is eonsid.ercd in a proceeding h'i equity r at law),, B. No Conflicts. The execution, delivery and performance ance by Seller of this Agreement and the ether Closing. Documents, to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and, will not_ i conflict with or result in a o violation or breach of, or default under, any provision of the partnership argreement, certificate of ca limited, partnership, or other organizational documents of Seller- ii eontliet with or, result in a violation or breach of any provision of any Law or Order applicable to Seller, its business or the � Tower Assets- ili conflict with, resu.ult in a breach of, constitute with or without dune notice or lapse � of time or both)a defau It under,result In the acceleration of, create In any party the right to accelerate, terminate, modify or cancel, or require any Notice, consent or waiver under, any contract, lease sublease, license, sublicense, franchise, permit,, indenture, agreement or mortgage for borrowed money, instrument of Indebtedness, Tien or other arrangement ent to which Seller is a party or by which Seller is bound or to which any of their respective assets are subject; or (iv) result in the creation or imposition of any Lien on the Tower Assets.:No consent,approval,permit, Order, deelaration or filing � with, or notice to, any Person. or Authority is required by or with respect to Seller in connection with, Packet Pg.2863 P.7.di the execution and delivery ofthis Agreem.ent or any of die Closing Document's is and the consurn atiort � of the transactions contemplated hereby and thereby. LggjI_ActionsIGovernmentzl Orders. There are no Actions pending or, to Seller's Knowledge, threatened. in writing against or by Seller i relating to or affecting, Seller'sa� business, the Tower Assets or the Assumed Obligations; or ii that challenge or seek, to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred, or circumstances exist that may give rise to, or serve as a basis for, any such Action. There are no 2 outstanding.or pending,Orders and no unsatisfied judgments, penalties or awards :against., relating, to � or affecting the Tourer assets or that could reasonably be expected to impair Seller's ability to co nsumm ate the C los i ng or pee rm its obi ations under this Agreement. den t Leases. Sell,er has provided to Purchaser true, correct and, complete copies of each of the Tenant Leases and all am ndments thereto. Except as set forth in 5ection hereinabove, each of the Tenant Leases is in f ll force and effect, has been duly authori ed, e ecuted. E and delivered by Seller and, to eller's knowledge, the other parties thereto, and is a legal, valid and y binding ohliation of feller, enforceable in accordance: with its respective terms. Sellu will assign its interests its the: Tenant Leases to Purchaser at Closing free and clear,of all .Liens,, excepting only c the Permitted Liens. Other than the Tenant Leases, there are no leases, subleases, licenses or other occupancy agreern.ents (written or oral) which,grant any possessory interest in or to(lie Tower Assets or the improvements thereon, or which-grant any gather nights with respect to the use of any of the Tower assets_ Seller has performed its obligations under each of the; Tenant Leases in all material E respects, and is not in material default thereunder; and to Seller"s Knowledge, no other to any of the Ten -it Leases is in default thereunder in any material respect. With respect to each. Tenant Lease: i Seller is collecting the rent set forth in such. Tenant Lease an a current basis and there are y no pa t due amounts, thereunder; ii the tenant is riot entitled to any rental concessions or abatements in rent for any period subsequent to the Closing Date.; iii Seller has, not given notice to the tenant claiming that the tenant is in default parader the Tenzint Lease, and', to the best of Seller's knowledge,, there is no event which, with the giving of notice or, the passage of time or both, would constitute y such a default- (iv) SelIer has not received w n tten notice from the tenant claiming that Seller is in default under the Tenant Lease, or claiming that there are defects in the improvements; v Seller has not received written notice fi7orn the tenant asserfing any Glarus, offsets or defenses, of any nature � whatsoever to the performance of its cbligations under the Tenant Lease and, to the best of Seller's'. Knowledge, there is no event which, with the giving of'notice or the passage offirne or Moth.; would. constitute that basis of such Claim, offset or defense,, ( i) except as expressly set forth in the Tern• t Lease, there, are no security deposits or prepaid rentals under such Tenant Lease; ( ii), the Tenant Lease does not pro ide fear roarmonetaTy rent or other consideration to the lessor thereunder; viii the ter ant is not. an Affiliate of Seller; and (ix) Seller has not received notice f om or had ally � correspondence ,ith the tenant regarding any pending or contemplated, b l,ruptey tarocr eding,9 with respect to such tenant, and there are no facts known to Seller that would lead it to reasonably believe E that the tenant intends to file luntariIy or involuntarily) a case in bankruptcy or reorganization in Cd y state or federal court, No consent is needed under any Tenant Lease to assign such lease to Purchaser. Owned Pro ggqv, Except.asset, forth on Schedule 1 'a J , Seller leas good and marketable fee simple title to the Owned Property, kee and clear of Liensother than Perrtiitted Liens, � and is the sole owner of the impreverner�ts thereon_ Seller has obtained all casements and rights-of- Packet Pg. 2864 P.7.di gray that:are necessary to provide access to and from the Owned Property and no action is pending or � to Seller's Knowledge threatened or event existing which would have the effect of terminating or limiting such access. No part of the Owned Property is subject to any pending or, to Seller's. Knowledge, threatened suit for condemnation or other taking by any public authority. P: Condition of P ert . To Seller's Knowledge and excerpt as set f6rth on Schedule l La y i , all buildings and other improvements included in, the wntd Property are in good operating condition and repair (ordinary wear and tear excepted) and fee fromaterual defect or � damage and comply with applicable zoning, health and safety laws and modes. � G. Ground.Lease. Seller has god d marketable leasehold title to the ,rotund. Leased Property, free and clear of Liens other than Permitted Liens,, and is the sale owner of the Improvements. thereon. Seller has provided to Purchaser a ",e, correct and complete copy of the Ground Lease and all amendments thereto. Each Ground Lease is in full force and effect, has bee- duly authorized,,executed and delivered by Seller and, to Seller's Knowledge,the other party thereto, E and is a legal, valid and binding obligation of Seller, enforceable in accordance with its respective y terms. Seller is the original lessee or has validly succeeded to the rights of the original lessee) under each applicable Ground Lease. eller %vial ass ig its interests in each Ground Lease to Purchaser at Closing free and clear of all Liens, excepting only the Perm,itted Liens. Each around Lease includes2 all necessary access to and from the applicable Ground, Leased Property. Withrespect to each,Ground Lease-. i Seller has paid the rent set forth In the Ground Lease on a current basis and there are no past due amounts'. (ii) Seller is not obligated to pay any additional recut or charges to the landlord � thereunder for any period subsequent to the Closing Date„ (iii) Seller has not prepaid any react u ndeu- � the Ground Lease more than one(I year in.advance; iy Seller has not received notic e from.or given notice to the Iawlio:rd thereunder cl ai ming that Iandlord or Seller is in defauult under the Ground Leaser y and, to the best of Seller's Knowledge, there is no event wliich, with the giving of notice or the passa e oftime orboth,would constitute such a default*(v) Seller is in actual possession of the leased premises under the Ground Lease; arid. (vi) the landlord is not an Affiliate off Seller. TIl. Sites and Tower Assets. i Seller awns the Tower Assets, free and clear of.all Liens other than Permitted Liens, and will transfer to Purchaser at the Closing, good, marketable and insurable title thereto, free and clear o f all Liens other than P erm itted Liens. ii The T wer .Assets are sufficierit to permit Purchaser to operate the business of the:Towers as currently conducted y Seller and constitute all the assets used or held for use in the business or operation of the To,wersm Seller has not received notice that any Site is not in compliance with all Applicable Laws. All improverne is of Seller our tbee Sites are in compliance � with applicable zoning, NEPA, FCC, FAA, the National 1° istoric Preservation act and any related � or similar state Ian s and land use laws., Except as set forth out Scheduule I fad ii ,zoo convent, approval or authorization of, or registration or, hlirug with, any Person or Authority each, a "Ihird:Part Cd nsent"' is re tuired to be obtained in connection w th the execution and del ivery of this �;reenueatt, a® the Closing Documents,ents or the consummation of the transactions contemplated hereby.There are no removal bonds, cash deposits, letters of credit or other seeuurity that Seller has posted relative to the Towers or the Sites. Except as yet forth on Sclta1 ej La uii ,flyers axe no ground systems, generators or generator fuel tanks located on the Sites. Where are no agreements to which a third Party has the right to market or lease space to any Person at the Sites, or to receive income from any Tenant at the � Packet Pg. 2865 P.7.di Sites, pursuant to a marketing or management agreement, compensation agreement or other similar � arrangement. I. Towers, To Sellers' Knowledge, (i) there are no physical, structural or mechanical defects in the Towers, and the Towers are suitable and adequate for its intended use; ai , � the Towers and improvements are structurally sound, are in 'good operating condition and repair, are adequate for the anises to which they are being puts and have been maintained in accordance with industry standards; an iii except as set forth on-Schedule Ifa) vii � neither the Towers nor the 2 improvements are in reed of maintenance or repairs except for ordinary, routine maintenance and � repairs that are not material in nature or cost:. J. r inar mar f Business. r rin the el�r m nntb period immediately pTetedlng the date hereof; i Seller has conducted and operated.the business and the Tower Assets in the usual and ordinary course of business consistent with,past practice,used its best efforts to maintain .d preserve the business and the Tower assets and has not disposed ref any of the Toy er assets,, E except for obsolescence and repairs and replacements in the ordinary course of business, and.(ii.)there y has beert no Material, Advme Effect, lam, Srokgr or Finder, There are: no agent, broken investment banker, financial advisor or other fi or Person has been engaged by, or on behalf of Seller or .Purchaser, or will, be entitled to any fee or commission in connection with the transactions contemnplated under this Agreement. E L, nviron ental_r afters (i) Except as set forth on chedule Itall�jii , since Seller acquired ownership and/or control of the sites and/or Tower Asse , no Hazardous Substance or grate including, without limitat-on, petroleum products) or other material regulated under any applicableCL Environmental Health and S at-4y Requirerrments i s located Or has been generated,, stored, transported or released on, in, from or to the Sites or the Tower Assets. Seller has not entered into or received n any consent decree, compliance order or administrative order i.s ued pursuant to any E,nviron entail Health and Safety Requirements and Seller is not a party in interest with respect to any judgment, order, writ, injunction or decree issued pn �aarmt to any Environmental health and Safety l equirerm t-ants. Seller is not the subject of or, toSeller's Knowledge,, threatened with any fiction in volvin a, demand for damages or other potenti.al Iiability with respect:to violations or breaches of any Environmental Health and Safety Requirements relating, to its ownership or operation, of the Towner Assets. Seller has not received any written notice that i any Environmental lie rmit is not in full. force and effect or ii it is not in, comp]lance in all material respects with the to rms of all of its Environmental Permits or all Environmental Health and 'Safety Requirements.. To Seller's � Knowledge, neither the Sites nor the Tower Assets .are the subject of any investigation by and � Authority with rtz cct to a violation of any Environmental Health and Safety Requirements. Cd ii To time Sellers' Knowledge, Seller is. in compliance with, and has all, Ca perrnkts required by, all Environmental Health and Safety Requirements. 1 o Third-EAagy Rights. No person other than Purchaser by reason of this Agreement has and contractual or other right of first refusal or any other right rightr or option to acquire W the Tower assets (including without lirnitatiort the Owned Property and the Ground Lease) or any � Packet Pg. 2866 P.7.di portion khereof, including through any merger, consolidation, liquidation, dissolution or other � reorganization. I . Le alActions; There are: n. Legal Actionsf any Iris pending or, the o led f°Seller, threatened, at Laws, in equity or by or before any Authority against or relating � to the ownership or operation of any of the Tower Assets or the business, and neither Seller nor its Affiliates has received notice of any of the foregoing, and ) no Orders by any Authority against or affecting e Tower Assets or that are otherwise binding on any of the Tower assets., � . .uthoriatioos i To Seller's Knowledge, ehedwrle I(gX it sets forth a true correct and complete list of all Authorizations in the possession of or issued to Seller relating to the Sites ((he "Business P it "" . is kept as set forth in S,chc rile_11 Lal Ly i ai d rather than ww�ith respect to the Microwave assets; to Seller"s KIn owledge,each Site and all related Improve, eats) 0 has e constructed and the Rusiness has been conducted and operated, and is being conducted and operated, in accordance with all Autho,fi2ations in all material respects including Born the FAAj FCC, UnItcd S ta.tes Ai my Corps of Engineers, Tribal 14 istori Q Preser-vation Officer and State H I'storl � Preservation Officer, if applicable) and in compliance with, all Applicable Laws (including. Laws E relating to zoning and sini lar restrictions relating to the use or enjoyment ofreal property); to Seller's Knowledge, the Business permits constitute all the material Authorizations that are necessary for the ownership hip an,d operation.of the Business, and each. Tower .asset including from the FAA, FCC, United States Amy Corps of Engineers and State CL Hi preser ati,ori Office, if applicable ; to llcr's Knawledge, all Business Permits are valid and in good standing, are in full force and effect and are not impaired in any material respect by any act or ornission of Seller or any of its Affiliates or Representatives, and the ownership ip and operation of tl'i Tower Assets are in accordance, in all material respects, with the Business Permits, including all 2 lighting and marking requirements eats imposed by the FAA and to Seller's Knowledge, all Improvements are in compliance in all material respects with, applicable .zoning requirernents, wetlands requirements, the National � Historic Preservation. Act and any related or similar state, Laws, land, use Laws and applicable title � covenants,conditions,restrictions andreservations in all respects,now and at the tinge of develcprrrerit � of the related Site as a crammu ications facility; and there are no NOTE.' s associated with any of the Sites that hawre r� not been properly closed or extended in accordance with.Applicable Law. P faxes,. Seller has filed all foreign, federal., state, county and local income, excise, Property, sales, use, f air a e, err p, yinent arid, other Tax returns and reports which are � required, to have. been filed y it under Applicable Law in connectiori with the Sites and the Tower E Packet Pg. 2867 P.7.di Assets, and has paid all Faxes which have: hccome d ui pursuant to such returns or pursuant to any � assessments Which have become payable. There are no Tax Lice our any of the Tower Assets that will not he paid prior to or at Closing or contested by Seller prior to or at Closing oT, toSeller's Knowledge e any Lien., action, suit, proceeding, investigation, audit, examination r assessment with,, regard to any Faxes that related to the Tower Assets, or which could result in a Lien, ether than a. � Permitted Lien, on any,of the Tower assets,. Q. ILtilities.. To teller's owled e, all water, sewer, electric, telephone, and drainage facilities; and all outer utilities required by Applicable Law or fir the normal operation of the Sites as currently conducted by Seller have,been conriected to the buildings,constructed upon-the Sites. are connected with valid permits, are in good working order and are adequate to service the Site& Bankruptcy Matlers. Seller has not had proceedings pending or threatened by c or a ;ainst it in.bankruptcy or rear ani at1on in any state or federal couurt,resolved or otherwise agreed n to file a case in bankruptcy or reorganization in any state or federal court,, or admitted in writing its y inability to pad' its debts as they become due. eratir eu�s s schedule l� , y l set forth the true and correct ounts U payable by Seller as operating expenses with respect to all of the Tower Assets for the most recent pay period monthly or annual, as applicable, depending on the type of expense, and identi(ying such a ' period on bg ut l`a t` hill$ which shall include all utilities, insurance, real and personal � property taxes, recurring maintenance, monitorin , and. such other e peruses as are roam ncly inou�rred � in thte operation, ownership and.maintenance of the Tower Assets. T. Disclosure. No representation or warranty by Seller, or any sta.ternent or certificate f"u�rr-fished by Seller to Purchaser pursuant to this Agreement or in connection with the, transaction contemplated by this Agreement, contains any untrue statement of material fact or omits CL any statement Ufa:material fact necessary fiat order t make the statements and iruf rmation contained. y in this Se =t oru 7 not rat is]cad i . Nahvithslaneling, anythingto the contrary in this Agreement, Seller's representations and warranties set forth in this i un_ c7 shall not survive, Closing or the termination of this, Agreement- Further, Purchaser acknowledges and agrees that, except asexpressly set forth In Set €r the P rchas cuf t e o er assets shill e o a L� S IS" basis.To the extent that the Agreement is not signed simultaneously with the Closing, the parties agree that for all intents and c purposes the Agreement shall he deemed to have been signed siu�uuultaneouu ly with the Closing., such. that there shall he no period of time which is after the Effective late and prior to the Closing. The parties further agree that Purchaser's remedies relative to Seller's representations and warranties are � limited to those expressly set fbuth in 5ertiqn 5. The parties agree that neither Purchaser nor Seller is � under an. obligation to consummate the Purchase contemplated in the Agreement and rbeither, part is under any obligation to close the Purchase. . r and F5 e eotati ups and W anties of Puurol� _e�. Purchaser hereby represents warrants.to Seller as follows: LU ►►:; Or aniza.ti n mid u�th�rit . Purchaser is . limited lialsil,ity corrupa� �, duty � organized, validly e istin. and in good standing under the Laws of the State of Delaware, and � Packet Pg. 2868 P.7.di possesses all requisite organizational power'and authority to own, lease and operate its assets as now � ow ned or leased and operated and is duly qualified and in good standing in each other jut.risdiction in Which the character of the assets owned or leased by suueh Entity requires such quialific-ation. Purchaser has all requisite power and authority necessary to execute and deliver, and, to b its obligations render each Closing Document to Which it is aparty and to cortsurnrriate the transaction and the other transactioris, c nternplat hereby and thereby; and, the execution, delivery and performance b Purchaser of each Closing Document to which it is a party have been duly authorized by all requisite limited liability company action. 2 .. No rrflict . The execution,n, delivery and perfonnance by Purchaser of this Agreement and the either Closing Documents to ► hich, it is a party, and the cornsrimmatio:n of the transactions contemplated hereby and thereby, do not and will not.. i) conflict with or result in a violation or breach of, or default cruder, any provision of the articles of organization., operating agreement or other organizational documents of Purchaser or(ii) conflict with or result in a violation or breach of any provision of any Lake or Order applicable to Purchaser_No consent,approval, permit, E Order, declaration or filing with, or notice to, any Person or, .uathority is required by or with respect to Purchaser in connection with the execution and delivery of this Aggeement, or an of the losiin Documents and the consummation of the transactions contemplated hereby and thereby. c oker or binder. There is no agent, broker, investment ent banker, financial advisor or other fiuTL or Person enpa ed by or on behalf of the Purchaser or any ofits Affiliates which is or will he entitled to a.fee or commission in connection,with the Purchase or the execution, delivery CD or performance of this Agreement. 2 Notwithstandinganything to the contrary herein this Agreement, Purchaser's � representations and warrantics set forth in this Section 8 small not survive Closing or the term,ination of this r Free e L CL rrdu )f Business ��seller Per�dirs t a losirl . After the Effective Date and prior y to the Closing gate, Seller shall own, operate and maintain the Tower Assets in the ordinary course of business consistent with past practice, Teich shall include., without firnitatiorr, (a) keeping,each of the ` awer .,:sets free (if debris and excessive vegetation, in good commercial working order and NO TAM free; ( preserving the business of the Tower sL—t:s, paying accents payable and collects accents receivable, all in the ordinary course of business consistent with past practice; Vic)operating the Tower Assets in compliance with. FCC, FAA and other Applicable Laws; d keeping the Tower, improvements, Owned PT perty and the Ground Leased Property in good operating condition c (ordinary gear and tear excepted) and preserving intact the Tower Assets; e) not selling, disposing ca of or otherwise trans f ink the Sites or the Tower .ssets; not creating, assu ruing or permitti ng to, exist any Liens on the Tower,Assets except Pen itted Liens; not underta in .or comm, encing,any0 renovations or alterations of the Tower,assets; and h maintaining insurance on the Tower ,assets in � such amounts as are commercially mer'cially reasonable and. consistent with Toast practice. In addition, seller' shall not enter into, cancel, mn odify, alter, amend, consent to the assignment of or terminate any Cd contracts, leases" arrangements, ur, erstandirr s gar a cements that will affect y of the Tower Assets, including,but not lirnited to, any amendment,.renewal, moth fication,.assignment,,termination or other alteration of any Tenant tease or the, Ground Lease. To the extent that seller proposes to enter into any new Tenant Lease between the Effective Date and the Closing Date, Seiler shall use � Pu,rch er"s form tenant lease agreement and shall submit such new Tenant t Lease to P ur6aser for its approval, which, approval shall not be unreasonably withheld, delayed or conditioned. Packet Pg. 2869 P.7.di 1 t , Notice of Certain Events. Fr rrr the date hereof until the consummation of the Closing, � Seller shill promptly not:if Purchaser in writing of- A. any fact, circumstance, event or action the: existence, occurrence or tt : ra of which i has had, or could reasonab ly be ex,pec.ted to have, in di vW ua I ly or in the aggegate,a Materi al � Adverse Effect, ii has resulted irr, or could reasonably he expected, to result in, any representation or warranty made by Seller hereunder not being true and correct, or (iii) has resulted in, or could reasonably he expected to result in, the failure of any of the conditions set forth in e tion 1..2 to be satisfied; any notice or other communicationfrorn any Person alleging that the consent of such Person is or may he required in, connection with the trarnsactiorns contemplated by this Agreement; 0 C. any notice or other core munication &€gym a3ny Authonity in connection with than E transactions contemplated by thisAgreement; and y l any Actions commenced or,to S.Oler'sKnowledge,threatened against,Mating to or involving or other isc affecting the Tower Assets or the Assumed Obligations that. if pending 0 on the date of this Agneement, would have been required to have been disclosed pursuant to Section 7.Q or that:relates to the consummation of the transactions contemplated her this Agreerricntr. Purchaser's rcc apt of inforniation, pursuant to this Section 10 shall root ope e a waiver or otherwise affect any representation, warranty or a re anent given or Tnade by Seller in this Agreement and shall not he deemed to amend or supplement any disclosure schedules. � l I. Closip .Documents. CL A. At Closing, cller shall execute and deliver to Purch-aser such normal transaction � documents as may reasonably be required o Purchaser or its title insurance company, each in a rornr y reasonable acceptable to Seller and Purchaser, including, without limitation., the following (collectively, the "Closing l oyurnentr'S '): (a) a certificate stating that Seller is not a " crei gn persona as defined by the Federal Foreign Investment.in Real.Pr per'ty Tax Ack;fib) a ecvpy of Seller's organizational d cur ents and resolutions of the governing body of Seller authorizing the: e ceutio n, deili very and perfornna ce of this Agreement. the transfer of title to the Tow Assets and the other Closing Documents by. Seller„ and an of cer's certificate of Seller, dated the Closing Date, that such resolutions were duly adopted and are in full force and effect; (c) Bi11 of Sale transferring title to the Towers its the form, attached hereto as Exhibit A,; d are Assignment. and. c Assumption ofTernint Leases in the fonvii attached hereto as Exhibit ; el speeial warranty deeds with respect U to the Owned property duty c ecuted and ac:knowledged, its the form attached hereto, as Exhibit s an sign ent arnd sumption of roue Leases irn the orm attached hereto a,s Exhibit. l an estoppel w certificate from and executed by the tenant under each Tenant Lease, in,the form attached hereto as Exhibit he 1 1 an estoppel cerfiricate from and executed, by landlord under the Ground Lease, in the forma attached hereto as r hi it F, hl ittt entionaIly delet l;{i) any reasonable and customary affidavits reqtfired by, and satisfactory to, the title(,,oinpany in order tl t a title insurance policy with respect to the Ground]_eased.Property,at normal e® statutory premium rates and withow the requirement for additional prrerrniurrns or escrows to be posted by Purchaser and generally in form and substance reasonably satisfactory to Purchaser„ inay lie issued fee and clear of the standard except io ns which a title company is permitted by Applioable Law to remove or modif ' upon d6i � of such affidavits, 1 a certificate siped by an executive officer of Seller certifying tbi (i) Seller has perforined and cornpli „ith all agreements and covenant's required to performed or complied with.by it under this A.1,7cernent at or prior to the Closing, and(il) each of the persons e ec ting and delivering Packet Pg. 2870 P.7.di this Agreement and the Closing,Docurnients to which it is a party en behalfof Sellerhas the authority to execute, deliver and consunrxttate this Agreement and each Closing Document,and(k)payoff a,r,ounts and evi dence Of termination to the reasonabie satisfaction of Purchaser's counsel of all Liens affect in the Tower Assets, t or prior to Clo5ing,seller shall co nip[etc in the FCC's ant crina structure re istration � system (the "FCC's ASP Database") its portion of FCC Form, 4 (Application for Antenna Structure Registration) and provide the si ttatcrre of'an aut. on ed person to assign the anienna structure registration for ca Ile Tow,ers in the FCC s ASR Database e from Seller to Purchaser. Scher shall initially log into thc FCC s AS R ru Database to initialize the transfer ofownership of the antemia structure registration for the Towers. from Seller to Purchaser and then Purchaser, upon receipt of notice from the FCC of Seller's completion of its portion of FCC Form 854, shall finalize the transfer of ownership of the ariteil,sia structure r Gs=trration by cornplefing its portion of FCC Form 4 and s ubmitt ing the appli ti n electronically to the FCCe Seller's point of contact for the FCC Form 854 is with are eeai.l address of 1 on jiti n t2 t in c . y A. Conditions to Obligation5 of ch Party. The respective obligations of each y party to consummate the Purchase shall be subject to the condition at or prior to the Closing late, which: condition may be waived in writing, by the appi.icable party, In %whole or in part, to the extent 0 permitted by.Applicable Law, that no Action shall, be pcmding before any Authority seeking to enjoin 2 restrain, prohibit or rn:ake illegal the consummation n of the Purchase: .. Conditions to bli ation of P rchaser4 Ile bli ti n of Purchaser to � consummate the Purchase shall be subject to the satisfaction of the Iffillowing conditions, any or Lill � of which may he; waived in ri-tin , in whole or in art. by Purchaser to the extent Permitted by ApplicableLaw: � i )the representations and warranties of Seller contained here-in shall. e be true and correct in all material respects (except fiar- representali ons and warranties that are CL qualified as to materiality, which shall be true and correct); ( Seller shall have perform ed all y agreements contained herein required, to he perfonned by it at:or before the,Closing, and Seller, � shall have exemred and delivered each of the Closing Documents; � c (10 Purchaser shall have received, atPurchaser's expense, a.Title Policy, in fbnn, acceptable to Purchaser, insuring fee title: in the Owned property and leasehold title to the . Ground Lease; iiiBetween the Efflective bate and: the Closing bate, Ito event shall have occurred that has had or, is reasonably expected to have a Material. Adverse Effect on the Tower Assets� and (iv) All Authorizations, ird-Party Consents, waivers or approvals required by the provisions of this Agreement to be obtained from all Persons or Authorities shall Cd have been obtained, including without limitation any consents,needed to assign the Ground Luse or 1-- ca the Tenant Leases to Purchaser, C. Conditions to the bligatiio.m of Geller. The obligation of Seller to consummate the Purchase shall be further conditioned upon ) the payment of the Purchase :Price W by Purchaser to Seller at the Closing and Seller's receipt of a certi ea.te signed by an executive Packet Pg. 2871 P.7.di officer of Purchaser certifying that (i) Purchaser has performed and complied with all agreements and � cov enan is requ ired to he perfrrrned or corriplied with 'by it under this A gre,=ent at or, prior to the cv Closing, and ii each of the persons executing and delivering this Agreement and. the Closing Documents io which it is a party on behalf of Purchaser has the authority to execute,, deliver and consurnmate this Agreernent and each Closing, 13. Prorations, Appropriate prorations shall be wade on a daily basis as of the close of business on the Closing Date with respect to rental and lease payments,ents, security deposits, utilities, .2 current year real and personal property Taxes and all other items of in,corne and expense dine or � payable relating to the Owned Property and/or under the Ground Lease and/or the Tenant Leases, in each case, a F a mature ordinadIy prorated as of closing, in. real estate transactions and not s parately addressed elsewherc in thisAgreement) with Seller h ing entitled to all such,income and re ponsibie for all such expenses relating to the Tower Assets for all pen ds on or prior to the Closing Date and Purchaser being entitled to all such income and responsible for all such expenses relating to the Tower E Assets for all periods subsequent to the Closing Dateo A reasonable estimate of such prorations shall e agreed to bid Seller and purchaser at least five ( Business Days prior to the Closin ate (the y "Pr rations stim te"), and shall be settled in immediately available funds at the Closing.. All past due real e;tate' and. personal property taxes, if any. shall he paid by Seller at or 'before the Closing; Seller expressly agrees that if it receives any rents, revenues or other pa °i ents Crider the Tenant 2 Leases after the losing Date, it shall remit to Purchaser the moneys so received within five � Business Days after receipt thereof and Purchaser shall promptly apportion such ar ounts in accordance with the to is of this 'Section 13,and deliver to Seller the arnou nt, if any, to which Seller is entitled pursuant to the terrns hereof Notwithstanding the foregoing, at the Closing Date, Purchaser shall receive a credit for the full amount, of all rerut due under the Tenant Leases for the mouth immediately following such Closing and Seller shall be entitled to keep all such amounts that it y receives firorn, tenants under the Tenant Leases for such rnorith# provided, however, that if Purchaser subsequently receives any rents, revenues or other par ems under the TenantLeases for such month, Purchaser shall remit such amounts to Seller within five(5), usineess 'Days after receipt thereof. Seller expressly agrees that if it receives any rents, revenues or other payments under the "tenant Leases n after the Closing, Date, it shall hold such funds in trust for the benefit of Purchaser and remit to Purchaser the moneys s so received within five 5 rosiness Days after receipt thereof The foregoing provision sliall, survive the dosing- Each party hcruuiid r shall rca5o,nabty coaperatc with the other party to execute their obligations under this.Eqct.k2jn 13, Q 14 In emnit4 . 0 A. Indemnification by Seller, Seller agrees,that frorri and after the consuunrruation of the Closing it shall in emnif,, defend and hold eta less Purchaser and its Affiliates, and each of heir respective members.ihers. stockholders, directors, of 'leers, emplo ees, managers, a Iners agents d representatives (collectively, the "PurchaseT l dernni ed Parties-") frorn and against any and all � damages, Claims, losses, expenses, costs, obligations, .and liabilities,. including without limitation reasonable fees arid expenses of attorneys, accountants, and other experts and those incurred t � enforce the terms of this Agreement or any ClosingDocument (collectively, "Loss and xmnse'), suffered by time Purchaser Indemnified Parties by reason of or arising out o i any failure by Seller to, perfomrei or fulfill any of its covenants or � agreements set forth herein or in.this Agmement or any,Closing Document(without reference to a y materiality exceptions � Packet Pg.2872 P.7.di (ii) the business and opera t-on of the Tower ,assets prior to losing; and. � N (iii) allExcluded Obligations. lie Indemnification by Purchaser. Purchaser agrees that from and after the Closing a Date it shall indcmmIN defend and hold harmless Seller and its members,, stockholders, directors, officers, errrloye-- , agents and rePrese'ttatirescollectiely, the " lr lndeninifid Parties`) from and. against any Loss Expense suffered by the Seller indeinni ied Parties, by reason. of or arising out of (i) all Assuined bli,,,,,aticns and (ii) the business .and operation of the Tower ,assets after � Closing. m Indemnification Procedures, if an inderrinifted party belleves that it has suffered or incurred airy Loss and Expense; including, without limitation, as a result of any Action ins ituted by a third Party (a ""Tbird-Party Claim'), it shall notify the indemnifying party, in writing, promptly afleT beeornm. aware that it has suffered. such Loss and Expense or of such Third-Party Ch Clair , describing such Loss and Expense in reasonable detail to the extent reasonably known or practicable; RMyided, howev that any failure to so notify the indemnifying Part' shall not relieve such indemnifying party of its obligations under this g,lion ll , except, solely with respect to Third Party Claims, to the extent such failure to notify materially prejudices such indemnifying. arty's ability to defend,, against, such Third-Party Claim. Except as otherwise set forth Mow, the indemnifyjng Party shall. have the right, at its option, and at its own expense, to participate in or, by giving writtt-n notice to the indemnified party no later than fifteen 15) days. after delivery of the. � notice specified above, to tape control f4 the defense, negotiation and/or settlement of any such � Third-Party Claire wIth counsel reasonably satisfactory to the indemnified, party; rgvid d, ltqweyer, that no indemnifying party shall settle or, consent to any ud���aer�t re ardirr rnrry �i'd-Marty 'lairn y without the consent of the indemnified party, unless such settlement contains an 'unconditioned release of the indQmnifiied party from any and all liabilities, contains a customary confidentiality Provision, and does not othemise impose any restriction, liability or obligation of any kind whatsoever on the irrdernnifted party. Except as provided in this Section 11 with respect to any such y Third,-Party Claim, the dcfernse. negotiation and-for settlerrr ent of which the indemnifying Party has taper control, the indemnified partyshall have the:right to retains separate counsel to represent it and this indemnified ;arty shall pars the fees azid expenses of mch sop, rite eaunselm 1 . All indemnification payments made by Seller under this Argr.Celnent shall be treated by the parties as an ad.Jumaent to the Purchase e Price for 'tax Purposes unless othem,ise required by Applicable Low. c 15. Termination. This Agreement may be terminated at any time after expiration of the: inspection period and prior to the Closing only pursuan:t to the following provisions, by mutual consent of Seller and purchaser; Cd , by. Purchaser by �vrittcn notice to Seller in the event that Seller is in material t= breach of any of its re rese,.ntations andarrranti,cs contained in this AgTeernent or in any Closing Document, or breach of'its covenants or a geements contained in this Agreement or in any Closing Document, and, such breach is not capable of being cored or is not cured within, tern (10) Business Days of written notice; E Packet Pg. 2873 P.7.di '. her Seller by wiritten notice to Purchaser in the event that Purchaser, is in � material. breach of any of its re reserrt,ations and warranties contained in This Agreement or in an l si:ng Docu niern, or breach o f its co1°ena is or agreements contained in this Agyeement or in any Closing Document. and sucin a breach is not capable of'being cured or i root cured within ten 1 ) Business Days of written. notice; 1 . by either Purchaser or Seller ifthe Closing has not occurred by July 1, 2 1 E. by Purchaser pursuant to ection 3.Aa or, � F. by Purchaser purrsuuarut to Section 16. Notwithstanding anything to the contrary in this agreement, in the event Seller fails to Qornplete the Closing in accordance with the terms and within the time stipulated herein and Purchaser is otherwise ready, willing and able to proceed to the Closing in accordance -with this Agreement, or in the event Ch Seiler breaches any of its obligzations under this Agreement and fails to care such breach as provided for in this Agreement, Purchaser shall be entitled either to (i) errCh fa�rcc specifac Purfo Bruce of this Agreement with respect to the Sites or(ii) terminate this a seem nt,. Ten irration of this Agreement. shall not relieve any party of any liability for breach or default under this Agreement prior to the dater 0 of termination. Notwithstanding- an thing contained herein to the contran, Sections__ 17,A (Confidentiality), and . � oasts and Expenses) shall survive any termination of this Agreement. The parties agree that Purchaser cannot rewire Seller to close the Pulre ase ascontemplated by this � Agreement. 16, Risk of Loss, the rill of loss, darriage, or destruct ion, to the Tower er Assets incl uding without limitation., any of the equipment, inventory, or other personal property to be conveyed to Purchaser under this agreement shall be borne by Seller until the consummation of the Closing. InCL the event of such loss,damage.or-destruction,Seller shall serve irrtrrrediate written noticc to Purchaser regarding the nature o f suuch loss,damage,or destrucxior. Ifsuuch damage does ocu ur to a Tower asset n Prior to Closing, then Seller shall repair same and restore such Tower asset to its former condition at its sole expense- Upon receipt of such notice Purchaser shall have [ e option, exercisable in Purrch,aserrs sole discretion, to i terininate this agreernerrt by written notice to Seller or H proceed to Closing and receive at Closing an assignment of insurance proceeds on account of such loss, damage or destruction (and Seller shall pay to Purchaser arse."deductible" arrouruts under the policy) or an adjustment of the Purchase Price in the amount unr of the reasonably estimated costs to repair such loss, damage or destruction.ction. In the event that Purchaser elects to receive any insurance proceeds:, Seller shall execute any and all documents and, do all things reasonably necessary in order to e Ffectu,ate an ass ignment of cl aims,proceeds or benefits to Purchaser under said, insurance p licy(ies), w Seller agrees to maintain any existing fire and extended coverage casualty insurance through, an � including the Closing covering,all ofthe Tower assets LU 17. Certain.additional A. nfidentialit tmrrarn stud after the dosing d except for disclosures of confidential information made by Purchaser to its equityholders and leaders, each of Purchaser and Seller shall, and shill cause its respective affiliates to, hold, and shall use its best efforts to cause se its � or their respective r resentafives to hold, in confidence any and all information, whether written or Packet Pg. 2874 P.7.di oral, concerning the Tower assets, except to the extent that, feller can show that such inforrnat,io n is � enerali y available to and, known b y the public through, no fault of purchaser or,Seller, respectively, cam any of its respective Affiliates or their respective representatives- if purchaser, Seller or any of their resp,ectivt, A ffaliates or their ro sp tier, representatives are compelled to disclose any info a.tion b judicial or administrative process or by Applicable Laws,, such party shall promptly notify the other � party in writing and shall disclose only that portion of such info rmation which the disclosing party, is advised by its counsel. in writing,is legally„required to be disclosed, provided that file disclosing party 03 shall use reasonable ble best efforts to obtain are appropriate protective order or other reasonable .2 assur.,ance that confidential treatment will be accorded such inforinati,orr. � B. Non-CoMp etiti n. For the three 3) year period r,ommericing on. the Glossing Cate thro u& and includi Rg the third 3 a.nniversa,ry of the Closing late the"Res tricte grQd except pursuant to the existing Tenant Leases, neither Seller nor any,of its Affiliates (arid Seller mill employees,representatives or a gents)will, ensure that none of their respective shareholders, partners, p directly or indirectlyP,own oropera�te whether as owrier,partner,,officer,director, o rrrployee, investor, lender,or otherwise) any communications ications tower or site that is located within a two ( rn.i.le radius of each: Site. The Restricted period hall be tolled with respect to Seller and its Affiliates during an period of violation of this covenaili not to compete by any of them and during any other period c required for litigation during which Purchaser seeps to enforce this covenant against Seller or any of its Affiliates_ In the event that any of thecovenants contained in this Section 17.B shall be determined by any court of competent urisdictiorj to be unenforceable by reaso7n of s extending for too long a. period of time orover toes large a geographical area r by ream of its beirigg too extensive in anyCD E other respect, it shall be interpreted to extend only over the longest period of time for which it ma be enforceable; over the largest geographical area as to which it may be enforceable„ a.ndfor as extensive in any other respect as to which it may be enforceable. Seller acknowledges that both the y three (3) year length of time, the geographic scope, and the breaddh of the non-cornpetition provision set forth in 'thisSee! o n 17.B are at considered by it to be reasonable given the nature of the bus]ness CL of Purchaser and are necessary to the protection of the business. a� 18. Agrverrignt to oopera.tc. Each of"the parties shall use reasonable business efforts. ( on to tare, or cause to be taken, all actions and to do, or cause to be dome„ all things necessary under Applicable Law to cunsu,ni mate the Purchase and, ) to m1frain from taking, or dose to be refrained 0 from taken , any act ion and to refrain; from doing or o:atr n g,to be dom o e, anything which c uld impede or impair the consummation of the purchase, including,, in all cases,, without limitation using its reasonable business efforts 0 to prepare and file with the applicable Atithotities as promptly as practicable after the execution of ibis Agreement all requisite applications and amendments thereto, together with related Information, data and exhibits, necessary to request issuance of orders approving the purchase by all such applicable ,Authoreties, ii) to obtain all necessary or appropriate waivers, a consents and approvals, and iii to effect all registrationsr filings and submissions necessary for Purchaser to own and operate the, Sites. 19, Intent onally Deleted. Cd 20. Miscellaneous, LU A. This Agreement may be executed in multiple counterparts, via facsimile, or , lip sent via email, which collectively shall constitwe one and the same instrument and is to be E construed pursuant to the lays of the State of Florida without regards to the principles of conflicts of Packet Pg.2875 P.7.di law thereof This Agreement sets forth the entire contract between the parties, is binding upon, and � Inures, to the benefit of the parties hereto and their rCs eetive heirs, successors and. assi � s, and a cV be cancelled, modified r amended only by a written agreement f both Seller and Purchaser, B. All notices and other c rr mun.ieations which by any provision of this � . reer`nem are required.... or pennitted to be given shall be given in writing and shall be seat to such other Persons r a dress es , as the party to receive any, such notice Or communication may have CO designated by wr tterr notice to the other party_ Such notice shall be dce ed. given: a when received 2 if"liven in person; (b) three ( ) days a fter being deposited irr the U. . rrrail (certified. or registered � mail), with postage prepaid', and e if seat by a nationall y or internationally recogni ed .ovemi ght delivery service the day such overnight deliveiy services corr rms deliverg'' via tracking number. If to Pu.r lr:aser. If to Seller; 0 l atapa h Vertical Bridge, LLC Teleorrr S y�stems. Ltd. 750 Park of Commerce Drive, Suite, 200 2902 August Drive. y Boca Raton, FL 33487 Hornestead, FL 3 3 0 Attention- General Counsel Attention,- James E. Spislak. 0 Deal: Telcom Systems � With a copy to., e® Richard.losepher, Esq. E 2101 Corporate Blvd., #107 Soya Raton, FL 33431 traaiL rosepherfforidata .eorrr y Phone;: 1- 19 - ' 7 CL s Jurisdi ctior S erwi cc of Process_ Arry action or proceeding seeking to enforce y any provision of, or based on any right arising out of, this Agreement, the Closing Documents and/or any collateral document shall be brought exclusively its area United States federal court or state courts located in the State of Florida in the County of N/Iiarn]-Dadc arid shell have jurisdiction over the, parties with respect to any dispute or controversy between them arising under or in connection with this AeTeernent, the Closing Documents, or any collateral document., Each of the parties irrevocably consents to the e cli i e Jurisdiction of such courts (and of the appropriate appellate courts) in any E such action or proceeding and waives any objection to venue laid therein. Process. in any action or proceeding may be served on any party ariywhere in the world. 1 : Spegific Perfo _ sane . In the event Seller sbould refuse to perfomi any of its obligations wander this Agreement or any Closing Document, the remedy at law would be inadequate, � and for breach of such obligation, Purchaser shall, in addition to ,such other remedies as may he available to it at laws or in equity, be entitled to in unctive relief and to enforce its rights by an action r® for specific-perform-ante to the extent permitted y Applicable Laws.. Nothing herein contained shall be construed as prohibiting Purchaser from pursuing any other remedi I e5 available to it pursuant t the provisions of this Agreement, any Closing Document orApplicable! Laws, including, without Iimitation. the recovery of dam ages a In the event of any dispuvte between the parties which results in a legal action, the prevailing party shall be entitled to receive m the non-prevailing, party E Packet Pg.2876 e � i l F +r P.7.di 21. Definitions.ns. ;s used in this Agreement, the terins below shall have the following � rneanirrs. -Actton7' means any claim, action, cause of action,, demand,, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation,summons, subpoena or investigation of any � nature, civil, criminal, administrative, regulatory or otherwise, whether at law or in equity. iliate" rneans, with respect to any person, a other Person at the time directly or indirectly controlling, controlled by or under direct or,indirect common control with,such Person, b any executive officer, director or senior managernent of such Person, c with respect to any � partnership,point venture, Bruited liability{company, or si:miIar entity, any general, partner or man,alter thereof, and when used with respect to an individual shall include any member of such individual'individual's immediate family or a fitmily trusts 0 "r to li abl L.,,aw" means n � 1 � of Authority, whether dcr e is or forei , to ich Person is subject or by which it or any of its business or operations is subject or any of its property y or assets is bound. `Autl�orit' � jeans any governrnental or quasi-t verri.rr�ntal body, whether administrative, executive, judicial, legislature, police, regulatory, taxing, or other authority, or any combination thereof, including any international federal, state, territorial, county, cite* municipal or other Bove meat or goy#ernme:,r t l or quasi-governmental agency, arbitrator, authority, board, body, � branch, bureau, or comparable agency or entity, cornmissiorr, corporation., court, department, � instrumentality, mediator, panel, system or rather political unit or subdivision or other Entity of any of the foregoing, whether domestic Or foreign. y " uthon'z,ations'"means all approva.ls., concessions,consents, franchises, licenses, certificates, permits, plans, re_istrations and other authorizations of all Authorities, including ,all zoning pe -lits, CL varlanecs and building pen-nits and approvals by and registrations with the FAQ. and the FCC held by Ch the Company or are necessary for the consummation of the transaction and the other transactions contemplated by this Agreement and the Closing Documents. c "Business Da w' m.eans any day other than Saturday, Sunday or a. day on which. banking institutions in New York, New York are :required or authorized b Law to be closed. " lair`° means. ar�y a:nd all. debts, liabilities, obligations, losse , dama.,ges, deficiencies, assessments and penalties, together with all Legal Actions, pending or threatened,, elai s and judgments of whatever kind and nature relating thereto,, and. all fees, costs, expenses and disbursements including, reasonable attorneys' and other legal fees, costs and expenses) relating to w any of the foregoing.. "Commences" or "Commenced" means, with respect to any Tenant lease, the tenant thereunder has commenced paying regularly scheduled installments of rent pursuant to the, terms � thereof and has completed, installation of its equipment on the Towers. "Cure" or "Cured" means, with respect to any Defect- i if relating to a. title matter, Seller will procure for the benefit of Purchaser an irrevocable commitment Rom. a title company to insure � against and all loss incurred or that may be incia , by Purchaser as a result of such, Defect pith Packet Pg. 2878 P.7.di all costs and expenses rel A ng to such title insurazee to be paid ley Seller);(ii)Seller agrees,in writin ,. � to reimburse Purchaser r provide .purchaser with a credit against the Purchase Mee atClosing) an amount equal to the cost to repair the Defect or the loss in the value of the Tower Asset as a result of the Defect, as detem.ined in P ur haler"s reasonable discretion; or iii Sell er has taken any, other action with respect to the Defect ct that causes such condition or matter to no longer constitute a Defect, � as determined M Purchaser's reasonable discretion CO " n, it nental H ealth a S afet Rcq irements" m eans all federal, state and local statutes, .ru regulations, Ordinances and other, provisions having, the force or effect of law, all judicial and. � administrative orders and determinations, all contractual obligations and all c mman law concerning public health and sa ety,: worker health and safety, and pollution, and protection of the environment, including without ]imitation,, all those Telating,to the presence„ uses production, generation, h dlin ,, tramrsportatton, treatment, storage, disposal, distribution, labeling, testing, processing, discharge, release, control, or cleanup of any materials, substances orwastes, chemical substances or c nu mixtures, pesticides, pollutants, contaminants, toxic chemicals, petroleum products or by products, asbestos, polychlorinated bipherryls, noise or radiation, each as amended and as rro rr or hereafter in effect. 0 " n i nnacrrtal it" shall mean any Govcmmmental Authorizations required by or 2 pursuant to any Env iTon en,tal Hcalth and Safety rRequine eats. "F . ,7 means the United S tat es-Federal Aviation Adm 1nistration,orany successor Authority, � "FCC" means the United States Federal Communications Commission,, or any successor � ,authority. "Governmental aermtal utlrc, ati n�" means all approvals,, concessions, consents, franchises. licenses, permits, registrations and rather authorizations,of all governmental authorities, it connection CL with the Tower Assets. "Hazardous Substgpgg ' shall mean any substance that is deemed by any Envirerim.ental Health and Safety Requirements to be "hazardous," "toxic,"' a -contaminant" or "waste" or is � othem. ise regulated by any Envirc eats] Health and Safety Requirements- .0 "In lud d T nan: reerrmrmC:"' means a T'en.ar-mt Lease that meets all of the following criteria as of the T F Date and the Closing Date. a Seller has a valid landlord's, lessor`s or licens r' interest under such Tenant lease, h that i:s exec uted in wnitlri and in f ill farce and effect, that c has not explTed and will not expire within fie ears from the date hereof in accordance with its terms., (d) is not on a "month-to-month" term, e tlae tenant thereunder is not currently in ol ved in a bankruptcy ceeding, that has not othmv ise been terminated (and Seller shall not have received any notice of termination), g which has Commenced, h) the tenant thereunder may not term irsate � for convenience except upon expiration of the term of any Tenant Lease,and (i)with respect To which there is no material derault on the part of either Seller or time ttmant thereunder, including, without Cd limitation, any monetary default by such tenant for greater than thirty ( ) days. " ten" shall mean any ofthe following. mortgage; lien (statutory r other),, or, timer security agreement, arrangement or interest; pledge; signrnent, chi ar el attachnientr ga ish, ent'. � encumrmdranoe (including, without limitation, any easement, exception,,,, reservation or limitation, right f way, and the like); conditional ditional sale title retention; preemptive or similar right; any financing lease Packet Pg. 2879 P.7.di the filing of any financing statement under the UnifbTm Commercial Code or comparable law of any � jurisdiction;, restriction on sale, tTansfer, assignment, disposition or other alienation; or any option, e u't , claim or right of car obligation to, are other Person, of whatever,kind and character. "Material_ dvem Ch mo or '"Material dyers Effect" means a fact, condition, change, event or occurrence that is., or could reasonably be expected to become, individually or in the aggregate, materially adverse to a the business, results of operations, condition (financial or otherwise) or assets of Seller, b the value of the Tower assets, or c the ability of Seller to 2 eosrsurnmate the transactions contemplated', hereby on a tirnely basis.. � ""EPA"means the National Environmental Policy Act of 1969, as amended- _ "NOAf`AM" means a `Notice to Airman" issued by and as such term is used by the FAA_ 0 "Orders" means and; grit, order, iudgrnent, injunction,ction, decree, Tulirrg or consent of or by an Authority, "Permitted Exce bons" means, with respect to each Site, encrrrnbrances, to fire simple or c leasehold title for: a real estate taxes or other property taxes, assessments,, governmental charges or levies not yet due; (b) easennents, rights-of-way zoning matters, licenses:, restrictions and similar encumbrances incurred in thr;. Ordinary course of business that do not materially impair the marketability, use or operation of such Site as a communications tower facility: and c fights of Teri its in posse ion of such Site pursuant to the Tenant Leases to be assign-ed to the Purchasers hereunder. "Permitted Lion" shall mean (aLiens on real estate or other property for tares not yet delinquent and those the non-payment of which is being diligently contested in, good faith by appropriate proceedings and for which adequate reserves have been. set aside on the books of Seller 0. or for which Purchaser is receiving a credit; b Liens of carriers, warehousemen, mechanics, vendors y (solely to the extent arising. by operation of later), and rnaterialmen or other similar encumbrances incurred in.the ordinary course of business for sums not yet due or being diligently contested in good faith so long as it is disclosed in writing to Purchaser, and (c) existing„ buildingg restrictions, ordinances, easements of reads, privileges, or fights o1`public service companies, 2 "Person" means any natural. individual or any entity. "Seller's yowl e'°means both the actual, knowledge and constructive knowledge of)armies E.. Spisiak and the officers and managers of Seller, which should reasonably be expected to acquire � by ordinary attentiveness to duty and by reasonably prudent internal inquiry given the nature of such � indivi dual's position and responsibilities... � "Tax" or "Taxes," shall mean, with, respect to any person, a) all taxes., including without Cd limitation any income(net,gross or other including recapture of any tax items such as investment tag, _ credits), alternative sar add-on minimum tax, s rrr incoe, gross receipts, gauss, sales, use, leasing„ lease, user, ad valorem, transfer, recording, franchise, profits, property, fuel, license, withholding on amounts paid to or by such Person, payroll, emptoymcm, unemployment, social security, excise, severance, stamp, occupation, ctistom, duty or other tax. or other like assessment or charge of any kind whatsoever, together with any interest:, levies, assessments, charges., penalties, additions to to Packet Pg. 2880 P.7.di or additional amount Imposed by any Authority, ) any feint or several liability ofnch Person with � any ether person for the payrnant of an.y amounts of the tied escrip in (a), and kc) any I iabiI li ty of such Person f6r the p ent of any amounts of the type described in ) as a, result of anyexpress or implied obligation to indernniN any other Person. "Tenant e s "sha 11 mean :n written Iease agreement pu,rsu nt to whie el ter has devised leasehold interest, iea,schcid estate or other real;property interest in the Sitts to a sublessee or tenant, CO including, Without lim,it ticny the associated, access easernents. and rights of wayincluding, wi out ru limitation, the Set Fort h in Schedule lll`ii . 0 0 CL CD 0 LU Packet Pg. 2881 P.7.di The parties have executed this ,asset PurchaseAgreement as an instrument under seal, as, o � the day and year first written, above.. '.- cl stems, Ltd_ Dat-apath, `fie fical Bridge, LL C, CO a Florida limited partnership A Delaware it d liability company _ By: Telcorn Systems, Inc., Florida corporation, its General Partner Namea Title: w Name: cje- Title: 0 CL CJ LU Cd LU Packet Pg.2882 P.7.di l UaLi CN ' ° cr CD 1 T T � fSaS 13 � dadf &S5 RAU AVS Hmcuad FS wna 25'rTl 44,11 427A SST, i��rua9: rWditt- SW a5THF Mrs FL ID9 25M .BD,535 JR1 Gr d! S3 S n y 2 m i N s MfofL; o n F I afl h FL lkyll 14, - -825 214.9 Gged 4�•1 S S� rl 1N:� 0C 9 N s P� r0�F ACC: G'� ¢ 0 US W 9Al 1S 5vs,�ffa f�q FL -,All 24,E -S1 a SQL 1 ,F1.99F QyW t-Stak15Wd MCK WND XqW t FL 14,4 945I -aLM 1623 1 L!g Ka? tt.sWsS'a°dW, Hod& FL IM 14,81. 4HIfi 61..9 0 0 CL CJ Packet Pg. 2883 P.7.di [Sipiviure Page to Bill of Sal ] a) T- IN WITNESSWHEREOF, each party h,as c-aused this Bill of Sale to be duly executed and a deli red in its name and on its behalf} as of the date t above wntten. SELLER:m � Te-licom.Systems, Led., a Florida limited partnership 0 y; Telco Telcom Systems, Inc its Gencral Pariner v, By : . cn Title. Datapath VeTtical Bridge, LLC, E Delaware li ited liability c rnpany y: Name: CL Title-- U 0 Lu Lu U Packet Pg.2884 P.7.e EXHIBIT B When Recorded Fidelity National Title Insurance Corp. 7130 GlenForest Drive, Suite 300 Richmond, VA 23226 0 Prepared by: E atpth Vertical Bridge, L 70 Park of Commerce Dr., Suite 200 Boca Raton, Florida 33487 iUS-FL-5305 ie e. Long Key Commitment 0 ASSIGNMENT AND ASSUMPTION OF GROUND LEASE IS ASSIGNMENT AND ASSUMPTIONF GROUND LEASE (this "Assi ent") is entered into as of this ay of June, 2019 (the "Transfer ate"), by and between Telcomy Systems, ., a Floridalimited rtnershi ("Assi or"), having an address at 2902 August Drive, Homestead, Florida 33035, and Datapath VerticalDelaware limited liability company, having an address at 750 Park of Commerce Drive, SuiteBoca Raton, Florida33487 (" ssi nee"}. WITNESETH Assignor and Assignee have entered into an Asset Purchase Agreement ate as of t of June, 2019 (t "Purchase Agreement", with capitalized to s used herein without definition havingthe meanings set forth therein), which rovi es for the purchase by Assignee from Assignor of the TowerAssets; and E WHEREAS, the Purchase Agreement requires that Assignor assign to Assignee all o Assignor's right,title, and interest as tenant under the GroundLease, such Ground Lease being set forth on Exhibit A attachedhereto; and WHEREAS, ssi nor and Assignee now desire toeffect and consummate the various transactions contemplated in the Purchase Agreement upon the terms and conditions therein set Cd forth. THEREFORE,in consideration oft the mutual agreements and covenants hereinafter and in the Purchase Agreement set forth, and good and other valuable consideration, the sufficiency and receipt of which is hereby acknowledged, the parties hereto each agree with the E other as follows: I Packet Pg. 2885 P.7.e I. jaggrporation. The"Whereas" clauses set forth above are hereby incorporated into and made part of this Assignment, 2. Assi ent o roun Lease. Assignor has bargained, assigned, transferred, sold and conveyed, and by these presents does hereby bargain, assign, transfer, sell and convey unto Assignee, its successors and assigns, all of the right, title, claims, and interests of Assignor as tenant in and under the Ground Lease, effective as of the Transfer Date, TO HAVEAND TO HOLD E the same unto the Assignee, its successors and assigns, for and duringall the rest, residue and remainder of the term of the Ground Lease and any extensions or renewals thereof, all as set forthin the Ground Lease, the provisions of which are by this reference thereto incorporated herein, alI free and clear of Liens other than Permitted Liens. 3. Acce t ce d ss do o roun Lease. Assignee ere y accepts the assignment of the Ground Lease and expressly assumes and covenants in favor of Assignor to discharge and perform, as and when due, all obligations of Assignor first accruing er the Ground Lease from and after the Transfer Date. 4. _epresetatios. The representations and warranties contained in the Purchase Agreement with respect to the Ground Lease are incorporated y reference herein and made a part hereof as if fidly set forth herein. 1. Purchase A ee et Controls. Nothing in this Assignment shall be deemed to y expand or diminish the scope of the rights of any party to the Purchase Agreement that are contained in the Purchase Agreement. If there is conflict or an apparent conflict between the provisions of this Assignment and the provisions of the Purchase Agreement, the provisions of the Purchase Agreement shall control. C 2. Indemnification. The indemnification provisions contained in the Purchase n Agreement are hereby incorporated by reference with respect to the Ground Lease. . Counts arts; Facsi it Si trey. This Assignment may be executed i counterparts, each of which shall be deemedto be an original, but which together shall constitute Q one and the same instrument. Facsimile or PDF signatures on this Assignment shall be deemed to e original signatures. 0 . Successors and Assigns. This Assignment shall be binding upon and inure tote benefit of the parties hereto and their respective successors and assigns. . Further Assurances. Assignor and Assignee agree that, from time to time, each of E them will execute and deliver such further instruments of conveyance and transfer and toe such Cd other actions as may be reasonably ecess to carry out the purposes and intents of this Assignment and the transactions contemplated hereby. [ I IMMEDIA TEL L 0 WING] Packet Pg. 2886 P.7.e [Signature e to Assignment and Assumption of Ground Lease] 2 WHEREOF,IN WITNESS the parties hereto have executed and deliveredthis Assignment to be effective as of the Transfer Date. 0 rtnesses: ASSIGNOR: ._ Telcom Systems, Ltd., y: m a Floridalimited a rs i � Name: elco Systems, Inc., y Florida corporation, s _ its General Partner y. 0 y- ;. Nam;. ames E. isi k Sr. A ,. P , Name: ` Title: President STATEFLORIDA: COUNTY OF: t The foregoing instrument a acknowledged ba ore me this day of a2 019y q7q Sr the �.. f elc, „ Systems, Inc., a Florida corporation, generala e o elcSystems, Ltd., a Floridalimited Q r- partnership, on e al e company. He is personally known to me or has produced i ification. Ni of u lic a Print NameRenee: inslow .._ .. _ _. y Commission Expires: [NOTARY SEAL 6-3 RENEEANNWNSLOW < ".. ' CO@AItON FF 9� 1 ®�; = t 23,2020 pprfL ` ftadedNO"Mir undo-item g°y1tPilt,aP qq qy d Packet Pg. 2887 P.7.e [Signature Page to Assi nment and Assumption of roue Lease] .2 IN WITNESS WHEREOF,the parties hereto have executed and deliveredis Assignment o be effective as of the Transfer Date. 0 Witnesses: E Datapath Ver"cal Bridge, LLC, : a Delaware li ted liability company 0 Name: Julie A. Carson Name: anie Fin Title: V and General Counsel Y �._ c e 3 Y' A 3 0 M Ch FLORIDA:STATE OF COUNTY OF PALM BEACH: E e foregoing instrument as acknowledged efore me this 9t1h day of June, 2019 by t ^V _ � f Data path Vertical Bridge, LLC, Delaware It ite d li i ity company, on behalfof the company. He is personally known to me or as produced as identification. r a u is Print Name: y Commission Expires: , , [NOTARY SEAL] W RENEEANNNNSLOW ® OMIS1 F9 1 r od WIRES:Au u t23,2Q 9 o bti� a PS Packet Pg. 2888 P.7.e ASSIGNMENTEXHIBIT A TO ILEASE SiteNumber: S- -535 Site e: Long Key Original for e: Monroe County, a political subdivision of the State of Florida Original eat Name: Telcom Systems, Ltd. Lease Exe Date: April 7, 011 Recording information for ease: N/A E 0 Ground ease Description: See EXHIBIT A-1 0 C 0 Packet Pg. 2889 P.7.e EXHIBIT A-1 OF ASSIGNMENTAND ASSUMPTION LEGAL Parent Parcel (for reference): An 0 interest in land, said interest being over a portion of the following described parent parcel: The following described land situate, lying and being in the County of Monroe and State o Florida, to-wit: c All of the lands heretofore deeded to the Overseas Road and Toll Bridge District from the Florida East Coast Railway Company by deed date November 09, 1936, and recorded in DeedRecord -6, Pages 46 to 55, both inclusive, Monroe County, Florida, Public Records excepting therefrom all lands which have been deeded by said Overseas Road and Toll Bridge District and which deeds are of record s of the date of this conveyance to Monroe County, Florida, and also excepting the strip of land One Hundred feet (10 ') Wide being Fifty feet (50') in width on each side of the center line of the right-of-way of the former Florida East Coast Railway, as same was constructed and operated between the center line dividing Sections Twenty-one(21) and Twenty ( 0) in Township 6 , South of Range 36 East, to the Section Line between Sections Twenty-five (2 ) and Twenty-six (26) in Township 66, South of Range 29 East, including all trestles, structures, bridges mid riparian rights, all in Monroe County, Florida, being part of the lands y deeded to the Overseas Road and Toll Bridge District by deed dated November 09, 1936, and recorded in Deed Record G-6, Pages 4 -to 55, both inclusive, Monroe County, Florida, Public Records. LESS AND EXCEPTthat portion of property conveyed to The Board of Parks and Historic Memorials, an agency of the State of Florida from onroe County, State of Florida, a political N subdivision of the State of Florida by Deed dated May01, 1969 and recorded ay 1 , 1969 in < Deed Book 431, Page 457. y LESS AND EXCEPT that portion of property conveyed to The Board of Parks and Historic Memorials, an agency of the State of Florida from Monroe County, State of Florida, a political subdivision of the State of Florida by Deed dated January 0 1, 1970 and recorded January 21, 1970 in Deed Book 445, Page 77 . c AND BEING a portion of the same property conveyed to Monroe County, Florida, a political subdivision of the State of Floridao verseas Road and Toll Bridge District, a political subdivision of the State of Florida by Warranty Deed dated September 0 , 1954 and recordedE September 2, 1954 in Deed Book 15, Page 374. Tax Parcel No. 070-0000 6 Packet Pg. 2890 P.7.e EXHEBIT -I OF ASSIGNMENTS LEASE CONTINUED .2 Premises: Said interest being over land more particularly described by the following description: CD CoMiYr Rokfas desabed by MOW and bounds cis ft&ftc • • E scuftmaimly N r point Memo at right NO to a *%nce at right cr4m arid HVwmY No. a them* bow j*u*wv=k* dona r of beginrdn& Packet Pg. 2891