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Item F12
F.12' �` County of Monroe �y,4 ' ?, "tr, BOARD OF COUNTY COMMISSIONERS Mayor Heather Carruthers,District 3 �1 `_ll Mayor Pro Tem Michelle Coldiron,District 2 The Florida.Keys ��` �)-.�ff`� � Craig Cates,District 1 David Rice,District 4 w � Sylvia J.Murphy,District 5 County Commission Meeting November 17, 2020 Agenda Item Number: F.12 Agenda Item Summary #7539 BULK ITEM: Yes DEPARTMENT: Solid Waste TIME APPROXIMATE: STAFF CONTACT: Cheryl Sullivan (305) 292-4536 No AGENDA ITEM WORDING: Approval of License and Easement Agreement with Datapath Vertical Bridge II, LLC to allow for short-term use of a portion of the Long Key Transfer Station to locate and operate a temporary antenna facility while a new tower is being built to replace the existing tower on Long Key which is on land leased from the County. ITEM BACKGROUND: Datapath Vertical Bridge 11, LLC (Datapath) leases a parcel on Long Key from the County where an existing tower they purchased in 2018 is located (See Lease Attached). Datapath is planning to build a new tower on the site after taking down the existing, structural inefficient tower. T-Mobile is a tenant on the existing tower and during construction activities power to the site would be cut and their equipment would be removed in order to maintain a safe working environment. Typically, there would be a cell on wheels (COW)brought to substitute loss of coverage to T-Mobile users, but there is not enough available space to deploy a COW and maintain safe working condition. The Long Key Transfer Station is .6 miles NE of the tower site and has sufficient space to accommodate the COW/temporary antenna facility. A photo of the COW/temporary antenna is attached to this agenda item. The License and Easement Agreement provides for Datapath to use the Long Key Transfer to locate and operate a temporary antenna facility, also known as a COW within the next 12 months for a period of nine (9) months unless sooner terminated. PREVIOUS RELEVANT BOCC ACTION: The Board approved the 2ad Amendment and Assignment of Lease from Assignor Telcom Systems LTD to Datapath Vertifical Bridge LLC August 19, 2020 CONTRACT/AGREEMENT CHANGES: N/A STAFF RECOMMENDATION: Approval as requested DOCUMENTATION: Packet Pg.787 F.12 US-FL-5389 Long Key DS_License and EAS AGRMT(PE)_110220-signed COI Monroe County Board of County Commissioners FULLY EXECUTED P7 2nd Amendment Consent to Assignment BOCC 8 19 20 from Clerk 8 26 20 Photo of COW/temporary antenna Photo of COW/temporary antenna FINANCIAL IMPACT: Effective Date: Upon approval-will Commence within 12 months Expiration Date: 9 months from the Commencement Date Total Dollar Value of Contract: $10 Total Cost to County: None Current Year Portion: None Budgeted: N/A Source of Funds: CPI: Indirect Costs: Estimated Ongoing Costs Not Included in above dollar amounts: Revenue Producing: Yes If yes, amount: Grant: N/A County Match: N/A Insurance Required: Yes, Certificates of Insurance are attached Additional Details: N/A REVIEWED BY: Cheryl Sullivan Completed 11/02/2020 2:29 PM Christine Limbert Completed 11/02/2020 3:59 PM Purchasing Completed 11/02/2020 4:00 PM Budget and Finance Completed 11/02/2020 4:42 PM Maria Slavik Completed 11/02/2020 6:04 PM Liz Yongue Completed 11/03/2020 9:07 AM Board of County Commissioners Pending 11/17/2020 9:00 AM Packet Pg.788 DocuSlgn Envelope I :6456153-2C9E 28-A873-6068334D3C18 F.12.a 0 W Ch LICENSE AND EASEMENT AGREEMENT E EASEMENTTHIS LICENSE AND (this "Agreement") is made this 17" day of November,202 (the"Effective Date"),by and between Board of County Commissioners of Monroe y Florida("Licensor"),whose address is 1100 Simonton Street, Ste 205,Key West FL 33040,and Datapath Vertical Bridge 11,LLC, a Delaware limited liability company("Licensee"),whose address is 750 Park of Commerce Drive, Suit-.200, Boca Raton, FL 3347. Licensor owns certain real property located in the County of Monroe, in the state of Florida,that is more particularly described and/or depicted in Exhibit 1 attached hereto(the"Property"); and, Licensee desires to obtain from Licensor, and Licensor agrees to provide Licensee, y entry upon and access to the Property to locate and operate a temporary antenna facility, also known as a C (the"Antenna Facilities"). NOW THEREFORE, in consideration of the mutual agreements and covenants hereinafter set forth, the sum of Ten Dollars and other good and valuable consideration, the receipt and sufficiency o which are hereby acknowledged, Licensor and Licensee, intending to be legally bound, hereby agree as follows: PREMISES.1. Licensor hereby licenses to Licensee, to include for purposes of this Agreement, Licensee's customers, licensees, sublicensees, lessees, sublessees and assigns, the use by v, Licensee of the Premises (as defined below), including certain space on the Property sufficient for the N placement of the Antenna Facilities. The location and orientation of Licensee's space on the Property, `V together with all necessary space and easements for access and utilities,is generally described and depicted in attached Exhibit 2(the"Premises") TERM.2. Licensor and Licensee agree that this Agreement shall become effective as o 1= certain date within the next twelve (12) months (the "Commencement ate")that will be set forth in an email notice(the"Notice")from Licensee to Licensee's point of contact with Licensor at least fifteen(15) days before such Commencement Date. The tenn of this Agreement shall thereafter commence on the Commencement Date and be for a period of nine (9) months (the "Term") unless sooner terminated by Licensee upon written notice to Licensor. Upon mutual written agreement of the parties, the Term may also be extended in writing by written extension of this Agreement. Upon the expiration or early termination of the Tenn,Licensee shall completely remove the Antenna Facilities and return the Premises y to its prior condition, reasonable wear and tear excepted. 3. USE. The Premises may be used by Licensee for the transmission and reception o i communication signals and for the installation, maintenance, repair or replacement of the Antenna Facilities. Licensee covenants that the use of the Premises by Licensee shall be in compliance with all applicable laws and regulations. At Licensee's expense, Licensee shall keep and maintain the Antenna Facilities on the Premises in a commercially reasonable condition during the Term. ACCESS.4. rig the Term, Licensee shall have unrestricted and unfettered access to the Premises seven(7)days a week twenty-four(2 )hours a day during the following business hours:Monday 00 0' rough Saturday from 8a.m. to 4 p.m.; provided however, in the event of an emergency, Licensee may LO access the Premises provided Licensee notifies Licensor as soon as reasonably practicable. LAWS.5. ENVIRONMENTAL Licensee represents, is and agrees that it will conduct its activities on the Premises in compliance with all applicable environmental laws. Licensor 10l26/2020 vb US-FL-539 Long Key DS Packet;Pg. 789 DocuSign Envelope ID:6D4561 l33-2C9E 28-,487 -6068334D3C18 F.12.a 0 represents and agrees that,to the best of its knowledge, it has in the past and will in the future conduct its activities on the Property in compliance with all applicable environmental laws and that the Property is free E of hazardous substances as of the date of this Agreement. 6. UTILITIES. Licensor hereby grants and conveys unto Licensee a nonexclusive easement o for ingress and egress to and from the Premises from the nearest public right of way. Licensee shall have y access to all utilities existing on the Property at are required for the operation of the Antenna Facilities on the Premises,providing Licensee shall pay for all expenses related to the utilities being used to service e Antenna Facilities. m . INSURANCE,INDEMNITY AND SUBROGATION. (a) Licensee shall obtain, at its own expense, insurance as specified below and maintain the required insurance at all times during the Tenn.Licensee will ensure that the insurance obtained will extend m protections to all subcontractors engaged by Licensee. Alternatively, Licensee may require all y subcontractors to obtain insurance specified herein. Licensee will not be permitted to commence until satisfactory evidence of the required insurance has been furnished to Licensee as specified herein. The insurance coverage provided for herein may be maintained pursuant to master policies of insurance covering other communication facilities of Licensee and its corporate affiliates. All insurance policies required to be maintained by Licensee hereunder shall be with responsible insurance companies 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 agenda for service of process within the State of Florida. Licensee shall evidence such insurance coverage by delivering to Licensor a copy of a certificate of insurance of such insurance policies.Licensee shall maintain e required insurance throughout the entire Term and any extensions.Failure to comply with this provision y result in the immediate suspension of all work until the required insurance has been reinstated or replaced. Licensee will be held responsible for all deductibles and self-insured retention that may be cN,i contained in Licensee's insurance policies. Licensee, at its sole option, has the right to request a certified copy of any or all insurance policies required by this Agreement. Coverage Limit Form Workers' Com2ensation Statut2-9- Em2loyers Liability C3 , , , , , ,Commercial General $1,000,000 GL3 Vehicle Liabili $1,00 , 3 (b) Licensee shall indemnify d hold Licensor, and their respective officers, directors, and employees harmless from and against injury, loss, damage or liability (or any claims in respect of the foregoing),costs or expenses(including reasonable attorneys' fees and court costs)which may beimposed 2 upon or incurred by or asserted against Licensor arising from any work or act done in, on or about the Property y Licensee, its customers, licensees, slicensees, lessees, sublessees and assigns. This indemnification shall survive the expiration or early termination of this Agreement. Licensor, Monroe County Board of County Commissioners, its employees and officials will be included as "Additional Insured" on all policies, except forWorkers' Compensation. Any deviations from Licesor's insurance requirement must be requested in writing on the County prepared form entitled "Request for Waiver o InsuranceRequirements"and approved by the Monroe County Risk Department. CO LO (c) Licensee agrees that good and valuable consideration has been received for the U- indemnification provided for above. The extent of liability is in no way limited to,reduced, or lessened by ' the insurance requirements contained elsewhere within this Agreement. All insurance policies must seci 10/26/2020 vb US-FL-539 Long Key DS 2 Packet;Pg. 790 Do Sign Envelope ID:6D4561 E3-2C9E 29-A673-6065334 3C16 F.12.a 0 at they are not subject to cancellation, non-renewal, material change or reductions in coverage unless a minimum of thirty (3 ) days prior notification is given to Licensor by the insurer. The acceptance or E approval of Licensee's insurance shall not be construed as relieving Licensee from any liability or obligations assumed under this Agreement or imposed by law. (d) Licensor and Licensee hereby mutually release each other(and their successors or assigns) from liability and waive all right of recovery against the other for any loss or damage covered by their respective first-party property insurance policies for all perils insured thereunder. In the event of such insured loss,neither 's insurance company shall have a subrogated claim against the other. m TERMINATION.8. DEFAULT AND If Licensee is in default under this Agreement for a CD C period of fifteen (15) days following receipt of written notice from Licensor, Licensor may pursue any remedies available to it against the Licensee at law and in equity, including, but not limited to,the right to terminate this Agreement. Upon expiration or early termination of this Agreement, Licensee will remove E e Antenna Facilities from the Premises and restore the Premises to the condition in which it existed immediately prior to Licensee's entry, reasonable wear and tear and damage not caused by Licensee excepted. LICENSEE.9. TERMINATION BY If at any time during the Tenn,Licensee Bete ies, in Licensee's sole and absolute discretion, with or without cause, that the Premises is no longer required for Licensee's intended useand/or purposes,Licensee shall have the right to terminate this Agreement upon ten(1 )days prior written notice to Licensor. NOTICES.10. All notices,requests, claims, demands,and other communications hereunder shall be in writing and may be hand delivered(provided the deliverer provides proof of delivery)or sent by nation ly-established overnight courier that provides proof of delivery, or certified or registered mail (postage prepaid, return receipt requested). Notice shall be deemed received on the date of delivery as `V demonstrated by the receipt of delivery. Notices shall be delivered to a party at the 's respective address set forth above. 11. COUNTERPARTS;ELECTRONIC S.This Agreement may be executed 1= in counterparts, each of which shall be deemed to be an original, but which together shall constitute one and the same instrument. Electronic signatures such as pdf,DocuSign,or facsimile on this Agreement shall be deemed to be original signatures. MISCELLANEOUS.12. ( ) Each party hereto warrants and represents that it has the necessary power and authority to enter into and perform its respective obligations underthis Agreement and Licensor warrants and represents that it is the owner in fee simple of the Property and that it alone has full right to lease the Premises for the Term. i ( ) If any term of this Agreement is found to be void or invalid, such invalidity shall not affect e remaining terms of this Agreement,which shall continue in full force and effect. (c) All attached exhibits are hereby incorporated y this reference as if fully set forth herein. o co ( ) Failure of party to insist on strict performance of any of the conditions or provisions of this LO Agreement, or failure to exercise any of a 's rights hereunder, shall not waive such rights. 10/26/2020 vb US- L-5389 Long Ivey DS 3 Packet;Pg. 791 DocuSlgn Envelope ID:6D4561 E3-2C9E 28-A873-60683 D3C18 F 12.a 0 W Ch (e) This Agreement shaH be governed by and construed in accordance with the laws of the State in which the Property is located. E (f) This Agreement constitutes the entire agreement erst ding of the parties and supersedes all offers, negotiations, other leases or agreements with regard to the Premises. There are o representations or understandings of any kind not set forth herein. Any amendment to this Agreement must be in writing and executed by both parties. ( ) This Agreement shall be binding upon and shall inure to the benefit of the parties hereto m and their respective heirs, legal representatives, successors and assigns. [SIGNATURES BEGIN ON NEXT PAGE] Lu cv cv Lu i 0 Co LO I0/26/2020 vb US-FL-5389 Long Key DS Packet;Pg. 792 DocuSign Envelope ID:6 456153-2C9E 26®A 73-6068334D3Cl F 12.a 0 w Ch IN WITNESS P, the parties hereto have executed this Agreement as of the Effective Date. 0 Boardof CountyCommissioners of Monroe Florida y: Mayor Heather Carruthers Date: (SEAL) ATTEST: KEVIN MADOK,CLERK y: W s Deputy Clerk / MONROE COUNTY ATTORNEY ' ( � APPR V. D AS TO FO 4: 3 ` N CHRISTINE LIMBERT�BARROW5 CD ASSISTANT COUNTY ATTORNEY r DATE.... 1 112[2n r CL J I 0 co LO J 10/26/2020 vb US-PL-5389 Long Key DS 5 Packet iPg. 793 Do Sign Envelope ID:6D4561E3-2C9E-4429-A673-6066334D3 l6 F.12.a 0 W [Licensee signature page] Ch 0 Datapath Vertical Bridge II,LLCy a Delaware limited liability company 0 y E Name: Title: Date: ®s LEGAL y STATE OF FLORIDA COUNTY F PALM BEACH y The fore oing instrument w acknowledged before me this `day of , 2 , y means of physical presence or online notarization by ___..... a _. a the '✓ SP- _-- of Datapath Vertical Bridge Il,LLC, a Delaware limited liability company,on behalf of the company. N MEE] c State of Floridai store of of Public liamsonsion GG 2665e'4Rachel illl 7=2022 CIL _ Print,Type, or Stamp Commissioned Name of Notary Public Personally o Produced Identification LU 0 03 LO 1 Ot2612020 vb US-FL-53 9 Long Key 13S � 6 Packet iPg. 794 DocuSign Envelope ID:6D4561E3-2C9E 28-A673-6068334D3C18 F.12.a 0 w Legal Description of the Prone (ParentParcel) (may be updated by Licensee upon receipt of final legal description from title) 0 Parcel ID: 071 - 00 0 Location Address: 67901 OVERSEAS Hwy,LONG KEY LegalDescription: 4 65 35 LONG KEY PT LOT 2 ORI5-374/76 1-171/7 0) a cv cv i a i 0 Co LO 1 0/2 /2020 vb - L-5384 Long Key DS 7 Packet iPg. 795 Do Sign Envelope ID:6 4561B3-2C -4428-A873-60683 D3C1s F 12.a 0 W Ch Premises 0 portion of the Parent Parcel identified in Exhibit 1,more specifically designated below: y t t, `4 ittftStr{> > in o t rt E - -' 44 s � E t `� �i)j\a�i }s i�w�s7 } sy?r�t��� 1 S. p i, ✓'t � 2 s U) '11P;� �t{ 41 q� V Licensor and Licensee mutually agree to complete this Exhibit 2 prior to the Commencement Date Co with specific location of Premises M LO 10/26/2020 vb Us-FL-5389 Long Key DS Packet;Pg. 796 Client#: 1700812 140VERTIBRI1 n ACORDT. CERTIFICATE OF LIABILITY INSURANCE DATE(M10/30/20 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 y 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: CD 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 riff.com Columbia, MD 21045 INSURER(S)AFFORDING COVERAGE NAIC# O 410 480-4400 0) INSURER A:Hanover Insurance Company 22292 y INSURED INSURER B:Fireman's Fund Insurance Company 21873 Vertical Bridge REIT LLC INSURER C:Lloyds � 750 Park of Commerce Drive INSURER D: Suite 200 O INSURER E Boca Raton, FL 33487 y 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 0) 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 ADDLSUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSR WVD POLICY NUMBER MM/DD/YYYY MM/DD/YYYY LIMITS CD A X COMMERCIAL GENERAL LIABILITY LHQA33010207 06/03/2020 06/03/2021 EACH OCCURRENCE $1,000,000 DAMAGE TO RENTED CLAIMS-MADE �OCCUR Approved Risk Managementwith Attachments PREMISES Eaoccurrence $1,000,000 MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 PRO- POLICY JECT X LOC PRODUCTS-COMP/OPAGG $2,000,000 OTHER: 11-1-2020 $ 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) $ W AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE X AUTOS ONLY X AUTOS ONLY Per accident $ $ A X UMBRELLA LIAB X OCCUR UHQA33283606 06/03/2020 06/03/2021 EACH OCCURRENCE $10,000,000 �( EXCESS LIAB CLAIMS-MADE AGGREGATE $1 O 00O 000 N B DED I X RETENTION$0 SHX00024742058 06/03/2020 06/03/2021 Each Occ/Agg 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 00O 000 OFFICER/MEMBER EXCLUDED? N/A ' ' (Mandatory in NH) E.L.DISEASE-EA EMPLOYEEI 1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 O C Professional Liab LL0007400 06/03/2020 06/03/2021 $2M Per Wrongful Act $2M Aggregate O DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) O Re: 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, O 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) O 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 RaCket,Rg.797 #S26736204/M26281428 CDR DESCRIPTIONS (Continued from Page 1) F•az.b **ADDITIONAL NAMED INSUREDS** AWN TOWER COMPANY B.A.C.K.TOWERS, LLC BAY COMMUNICATIONS III, LLC BRT GROUP, LLC CIG COMP TOWER, LLC 0 CIG SERVICES, LLC CIG WIRELESS CORP. 0 DATA PATH VERTICAL BRIDGE, LLC DATAPATH VERTICAL BRIDGE II, LLC GOTHAM VERTICAL BRIDGE, LLC INDEPENDENT TOWER&WIRELESS CORP. INLAND-VB, LLC 0 MIDWEST NT 1, LLC �+ MIDWEST NT 2, LLC 0 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) W VBDTP, LLC VBHV, LLC VB-JV4, LLC 0 VB-JV5, LLC y VB-JV6, LLC VB-S1 ASSETS, LLC 0 VB-S1 ISSUER, LLC CJ VB-S1 PARENT, LLC VBT SUB 1, LLC VB-TC, LLC U VERTICAL BRIDGE ACQUISITIONS II (FL) VERTICAL BRIDGE ACQUISITIONS III, LLC VERTICAL BRIDGE ACQUISITIONS, LLC 0 VERTICAL BRIDGE AM II, LLC VERTICAL BRIDGE AM, LLC VERTICAL BRIDGE BAY, LLC 0 0 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 m VERTICAL BRIDGE DEVELOPMENT II, LLC VERTICAL BRIDGE DEVELOPMENT, LLC VERTICAL BRIDGE EMPLOYEES, LLC SAGITTA 25.3(2016/03) 2 of 3 #S26736204/M26281428 Packet,Pg. 798 DESCRIPTIONS (Continued from Page 1) F•az.b 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 0 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 c� 0 CJ CJ 0 0 CJ 2 r- 0 CJ SAGITTA 25.3(2016/03) 3 of 3 #S26736204/M26281428 Packet jPg. 799 F.12.b This page has been left blank intentionally. CD 0 4- 0 w E 0 0 CD 0) c� 0 CJ c CJ c 0 0 CJ 2 c 0 CJ Packet Pg.800 Kevin Madok, cpA ' Clerk of the Circuit Court& Comptroller—Monroe County, Florida CD Ch DATE: August 26, 2020 TO: Kathy Peters, CP County Attorney's Office FROM: Pamela G. Han c C. N SUBJECT: August 19"' BOCC Meeting co Attaclicd is an electronic copy of the following item for your handling: 0 P7 2nd Amendment and Assignment.of I case from Assignor Telcom Systems IXD to Datapath Vertical Bridge LI�C. co Should you liavc any questions please feel free to contact me at (305) 292-35.50. Co 0 0 cv N. CL cc: Finance File KEY WEST MARATHON PLANTATION KEY PKIROTH BUILDII 500 Whitehead Street 3117 Overseas Highway BU20 Overseas Highway 50 High Paint Road Key West,Florida 33040 Marathon,Florida 33050 Plantation Key,Florida 33070 P 305-294-4641 305-289-6027 305-852-7145 Packet Pg.801 F.12.c Site Name. US-FL-5389 Site ID: Long Key DS 2°'' AMENDMENT AND CONSENT TO ASSIGNMENT OF LEASES 0) This 2"d 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: 2� WHEREAS, Assignor and Landlord are parties to a certain Lease Agreem& t-last ddwd Co April 20,2011, as amended by that certain First Amendment to Lease Agreement betty&-n Moplpe ; County and Telcom Systems Inc. dated October 17. 2014 (as further amended and assig tad, collectively, the "Leases") (a full copy of which Leases are annexed as Exhibit A), far.the levee of a tract of land on Long Key, Monroe County, Florida, as more particularly=descriEdCD c in the Leases (the "Premises"), and - CDN w WHEREAS, Assignor and Assignee concurrently entered into an Asset Purchase Co Agreement, dated June 4th, 2019, and Assignment and Assumption of Ground Lease, dated June 4th, 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 m WHEREAS, Landlord desires to consent to such assignment and assumption,all upon the y terms and conditions set forth herein, and e 0 WHEREAS, Landlord. Assignor, and Assignee desire by this Agreement to amend the y 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: I. Incorporation. The Whereas clauses set forth above are hereby incorporated into and made part of this Agreement. N- CL 2. Conseni. 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 1-- Assignee or its affiliates, directly or indirectly, of Assignor's interest in the Leases, and ca 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: 0) 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 Packet Pg.802 F.12.c Site Name: US-FL-5389 Site 1D: Long Key DS (iii) the Leases (a full copy of which Leases, including all amendments a) thereto is annexed as Exhibit A) are in full force and effect in accordance with their terms, y which terms have not been further modified; Lu (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: Co `V (vi) there are no present charges, liens, or claims of offset under the Leases; 0 (vii) the address for notices to be sent to Landlord is as expressly set forth N in the Leases: Co (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 ca 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, 203 l 0 (x) the rent under the Leases currently is $1,068.54, plus sales tax per month; 0 (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: N- CL (1) 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 Packet Pg.803 F.12.c 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 y in the Leases. (ii) At least ninety (90) days prior t❑ the expiration of the Subsequent Renewal Term, Assignee and Landlord shall use good faith and diligent efforts t❑ extend the term of the Leases for ❑ne (l) successive term of ten (10) years to April 19, 2 05 1 on mutually agreeable commercially reasonable terms and conditions. (iii) Revenue Share. CO cv CO 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 t❑ 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 ❑r other revenues collected from any sublessee or licensee existing at the Premises as of the Effective Date or any replacement thereof. CO 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 uL the-Premises as of the Effective Date or any replacement thereof. v, 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 t❑ 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 t❑ 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 Packet Pg.804 F.12.c 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 y together shall constitute one agreement with the same effect as if the parties had signed the same signature page. ?. 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 Co 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 Co Co 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 N 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 e $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 c, 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, m (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 Gat❑ Building 10600 Aviation Boulevard Suite 200 Key West, Florida 33040 Marathon, Florida 33050 Boca Raton, FL 33487 Site #: US-FL-5389 Site Name: Long Key DS Attention: General Counsel 4 Packet Pg.805 F.12.c Site Name: US-FL-5389 Site I❑: Long Key OS (iii) The following language is incorporated in the Lease Agreement as 0) Article 43: 0) 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- W 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 coV 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 cv 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, co relating to confidentiality of alcohol and drug abuse patient records; 8) Title VIII of the U 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 E nondiscrimination in employment on the basis of disability; 10) Monroe County Code Chapter 14, Article 11, which prohibits discrimination on the basis of race, color, sex, y religion, national origin, ancestry, sexual orientation, gender identity or expression, e familial status or age; and 1 1) any other nondiscrimination provisions in any federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. y 0 S. Amendment to the First Amendment to Lease Agreement between Xfonroe L'ounty and Telcom Systems Inc. dated October 17, 2014 ("Amendment") terms. (i) Article 7 of the Amendment is deleted in its entirety. [Signature Page Follows] CL `V r�. LU LU LU 5 Packet Pg.806 F.12.c Site Name: US-FL-5389 Site ID: Lang Key DS IN WITNESS WHEREOF, the parties have hereunto set their hands and seals as of the day and year first written above. 0) TELCOM SYSTEMS LTD. -Assignor Witn � Name: James E. Sisiak ..�:�-GL' Title: President W cv cv DATAPATH VERTICAL BRIDGE, LLC - 00 Assignee Witnesses By: (see-nexf_ - - - CD Name: Title: co ca T r BOARD OF COUNTY COMMISSIONERS KEVIN MADOK OF MONROE COUNTY, FLORIDA— N Landlord c CLERK 0 By: By: As Deputy Clerk Mayor/Ch THER cARRDTmRS N N. CL P E COUNTY fOr• Ey ED A e® t� PEDFIO R ASSI ATTUFt EY �- Qatc .!3��t 6 Packet Pg.807 F.12.c DocuSign Envelope ID:0723E9E1-7139-4A4F-9706-262192845D78 Site Name: US-FL-5389 Site ID: Long Key ❑S IN WITNESS WHEREOF, the parties have hereunto set their hands and seals as of the day and year first written above. y n3 TELCOM SYSTEMS LTD. -Assignor n3 Witnesses y By: (See ►DrrUious ode T--Name: W Title: CD cv cv co DATAPATH VERTICAL BRIDGE, LLC- Assignee W itne es BY: cV Name: ��Yanr9r�r 1 fiwil�7ar► �+ Title: U DS LEGA ca BOARD OF COUNTY COMMISSIONERS - KEVIN MADOK OF MONROE COUNTY,FLORIDA— Landlord CLERK Alm� By: By: As Deputy Clerk Mayor/Chairman,HEATHER cmmuTHERS N r ETDAS N- F PEf) GADO SSISTANT L� U 5 Packet Pg.808 F.12.c Site Name: US-FL-5389 Site M: Lang Key D5 c EXHIBIT A w w Leases ]ATTACHED] cv cv co cv ca co c c cv N- CL Packet Pg.809 F.12.c EXHIBIT A 0) THIS LEASE AGREEMENT is made between MONROE COUNTY("LESSOR"of"County"),a political subdivision of the State of Florida,whose address is 1200 Simonton Street,Gato Building,Key West, Florida 33040,and TELCOM SYSTEMS,Inc.("LESSEE"),a Florlda Corporation,having an address at 4SO � NE 1"Road,Homestead,Rorlda 33030. WHEREAS,the LESSOR owns certain real property located on US 1 Long Key,Florida("Leased W Premises");and cv WHEREAS,the LESSEE owns and operated a communication tower and certain improvements cV related to the tower,and WHEREAS,the prior lease with LESSEE has expired;and 0 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 co HOW THEREFORE,for good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged,the LESSOR and LESSEE hereby agree as follows: T 1. Ownership lnterest ip_Leased_Premises.The LESSOR owns a tract of land on Long,Key 0) Florida,which is more particularly described as Exhibit W,attached hereto and made a part hereof. 2. Owners ip of Gomnwnkatian 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. y 0 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 Amoynt.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 Cleric of Monroe County at SW Whitehead Street,Key West,FL 33040. N CL 5. IMr UtIlMn LESSEE shall prompdy pay all gas,water,electric,cable and any other utility charges which may become payable for utilkles used by the LESSEE during the term of this agreement 6. Mainteneam and ReDatrs.LESSEE shall be responsible for all maintenance and repairs on the premises in accord with generally accepted business practikes.Lessee shall also be responsible ; for any of the premises damages by the LESSEE,its officers,agents,employees,or equipmerrt. 7. like bggt .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_ 1IPage Packet Pg.810 F.12.c 8. Rlydrt 9f Ingress and ggress. LESSEE shall haw the right of Ingress to and egress from the � premises. y 9. Hold Harm,less.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 a nd 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 W with respect to,or sustained by,any indemnified party by reason of,or in connection with,(A)any 44 activity of LESSEE or a ny of Its employees,officers,agents,or employees or other invitees during the `o term of this AGREEMENT,(8)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 Sheriff's office any of their employee,elected or appointed officers,agents,or invitees. insofar as the claims,actions,causes of action,lltigiftn, proceedings,costs or expenses relate to events or circumstances that occur during the term of this AGREEM ENT,this section will survive the expiration of the term of this AGREEMENT or any earlier co c termination of this AGREEMENT. ca The parties agree that good and valuable consideration has been reeelved 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. y 0 10. InUMm, 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 y to comply with th€s 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 N- CL liability or obligation assumed under this contract or Imposed by law. LE;,EE shaft maintain General Liability Insurance throughout the life of the contract and include,as c, a minlmum: LU -Premises Operations LU -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]eased Property 2( Page Packet Pg.811 ; F.12.c -workers compensation limits as required by law E -Vehkle Liability CD The minimum linnits acceptable shall be$300,000 Combined Single Limit(CSL).If split limits are provided,the minimum limits acceptable shaft be$100,000 per person,$300,000 per occurrence and $WX0 property damage. The County,at its sole option,has the right to request a certified copy of any oral insurance policies W required by this contract. cv The acceptance and/or approval of the LESSEE's insurance shall not be construed as relieving the LESSEE co from any Inability 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. 0 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. co lZ. Injury w 0amaae tQ"Pmoft nn PmMMs. LESSEE shall be responsible for all property of any kind that may be an the premises during the term of this lease,and,except fear any negligence of ca the LESSOR,the LESSOR and or MCSO shall not be fiable 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 y the restoration or for ninety(90)days whichever sooner.If the demised premises cannot,after such e casualty,be restored within ninety(90)days,LESSEE or LESSOR may terminate the lease upon giving written notice to the other. a, 12. f T . 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 rower 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 small 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. _►sign,meat, The LESSEE shall not assign the demised premises without prior written consent of the LESSON,provided,however,that LESSEE may assign the lease to an affilate of the LESSEE without such consent upon giving written notke to LESSOR of the assignment and full contact information of the affiliate to the LESSOR 14. JuMMEg and A"M Bound by Covenants.AN the covenants,stipulations and agreements herein shall extend to and bind the legal representatives,successors,and assigns of the respective parties hereto. 15. Eft 12rudDlIM. 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 E 3 1 P a g e Packet Pg.812 F.12.c 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. y 16. Cm stru gf No Doer on Pse,�.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 LSE. 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 W cv 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 cV 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. Right of Msoestian. 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 theco performance of its obligatlons hereunder,or in the exercise of it govemmental functions. ca 14. Nggce. Notices to the parties shall be sent by certified mail,postage prepaid and addressed to the following: E FOR LESSOR: COPY TO: FOR LESSEE: County Administrator Emergency Communications lames E.SpWak y 1100 Simonton Street Laura White TELCOM SYSTEMS,Ltd.,Inc. e The Gato Building 10600 Aviation Boulevard 450 NE a Road Key West,Florida 33040 Marathon,Florida 33050 Homestead,Florida 33030 0 20. Taxes gnd&Vmunc[drL.LESSEE shall pay all taxes and assessments which my be lawfully levied by a duly constituted taxing body with respect to the demised premises. 21. urrend!K gf 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. cv 22. iD mdMinatbn. The LESSEE in exercising any of the rift or privileges herein grantedCL � 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 I aw. 23. Ali-IS— The LESSEE that he has leased the acinowledges premises under another lease for an extended period of time and agrees to accept the premises In as Is condition and LESSOR shall not LU be obligate to repair,maintain or renovate same. 24. . 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 1 P a g e Packet Pg.813 F.12.c that venue will lie in the appropriate court or before the appropriate administrative body in Monroe County,Florida. W LU 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,ftinserWon. County makes no representation,warranty,guarantee,or averment of any kind whatsoever concerning the physical eonditlon of the premises at the commencement of this CD W . term,and it is agreed that County will not he responsible for a ny lw4 damage,or cost which may be Incurred by LESSEE by reason of any such physical damage. `o 26. 55r jMWjity, If any term,covenant,condition or provision of thk Lease Agreement(or T the application thereof to any circumstance or person)shag 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 bylaw unless the enforcement of the remaining terms,covenants,conditions and provisions co 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. At4rneVs 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 prevaling party shall be entitled to reasonable attorneys fees,and y court costs only,as an award against the non-prevailing party,and shall include attorneys 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 y 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. Bering 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,suamssors,and assigns. 29. Agglorki 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 CL corporate action,as required by law. - 30. C _ M of Na krterest. LESSOR and LESSEE covenant that neither presently has any interest,and shall not acquire any interest,which would conflkt in any manner or degree with its LU performance under this Lease Agreement,and that the only interest of each Is to perform and receive LU benefits as recited in this Lease Agreement. 31. No So dUtion/Pavrnernt. 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, 51Page Packet Pg.814 F.12.c 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 y 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 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 W : subject to the provisions of Cha pter 119,Florida Statutes,and made or received by the Lessor and CD Lessee In canJunctlan with this Lease Agreement;and the Lessor shall have the right to unilaterally 44 cancel this Lease Agreement upon violation of this provision by Lessee. `o 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 fvrwaNw. co 34. PrivijUL andlmmu All of the privileges and immunities from Lability, exemptions from laws,ordinances,and rules and pensions and relief,disability,workers'compensation, ca 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. y 0 3s. LMI O I Non-Delegation of Constitutional or Statutory Duties. This Lease Agreement is not intended to,nor shall it be construed as,relieving any participating y entity from any obligation or responsibility imposed upon the entity by law except to the extern 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. ftm- liance�-Partles. 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 thlyd-party claim or N- CL 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 theLU wulthorwyto inform,counsel,or otherwise indicate drat any particular individual or group of Individuals, entity or entities,have entitlements or benefits under this Lease Agreement separate and apart,inferior LU to,or superior to the community in general or for the purposes contemplated In this Lease Agreement. LU 37. AtteMIo Lessee agrees to execute such documents as the Lessor may reasonably require,to Include a Public Entity Crime Statement,an Ethics Statement,and a Dn*Free Workplace Statement. 38. Ng Personal Liability. No covenant or agreement contained herein shall be deemed to � 6 Page Packet Pg.815 F.12.c 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 y personally on this Lease Agreement or be subject to any personal liability or accountabilfty by reason of LU the execution of this lease Agreement. 39. LaWien in gagakmarts. 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 exeCu6e this Lease Agreement by W signing any such counterpart. cv 40. Hgldw Section headings have been inserted in this lease Agreement as a co `V matter of eonwnience 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. 0 41. Mutual Madewv.This(rase agreement has been carefully reviewed by Lessee and lessor, and the counsel of their choke,therefore this lease agreement is not to be construed against either party on the basis of authorship. co co 42. The e=otyls perfi rmance sod obffpdon to pay nmkr tWA contact is oantingent ca upon an amad appr+oprindon by the h gisisltnm THIS IS TO BE A LEGALLY BINDING CONTRACT.IF NOT FULLY UNDERSTOOD,SEEK THE AN ATr9ORNEY PRIOR TO SIGNING. _�r 3 i i F VVHE MF,the parties h emo have set their hands and seals the day and year first o -.a f f BOARD OF COFYIANSSIOPOERS . k •CLERK of IMONROE } 2.. W ` Ty�� �'to�Zall r1l�iyar�t�lei a O � QF~ - WrrNESS FOR LESSEE: LESSEE:EE: � >_ � U Ir 1- (0 Z 1 ram{' 6Y O UQ Z O e c P Autliarised to syn r kESSEE a W!6t LL [z 1 Prim DAMES C. SpIS/Ar{ o a . , CL Mta Print Name cc cc Q. F® x aat� �-11 1► Print Name "A Date: e 37_ -/ (STATE of FLORIDA) �- (COIlrtrY of#itonroe) f rho►bngofn�hvarument ways ockrmwkm%pd barom� toe oat,orAPl��aes9.a,�a e s t`sP r is wsmmft n to M or Wftcad as idenWkelon. co COMMISSION r73 P�7`f � My Commission Expires: f q �I a- N Public Z M 7 Page ' o IN C0WMIDN r o0IW4 I]UIREs:.lwu"19,2D12 aaa.a T►ry�n��••W Packet Pg.816 F.12.c miBlT"A" 0) Lao desa"on of the premises which County Imn to TELCOM SYM7r S Inc.: A *cK* of land in a poA of GaMrnment Laf 1. SecOm L; U L It 36 L on Long Key. I mme Cai*. flarlft and best awn palkxft f!► dr lsMd by er►Nre peed bouneh os tobpm C.affe"WW rq at to CW7lW yw of UA NW W" RIM � 1 and*a f+aW of OAw of Saflon 3"on ALI. Ra&W Gad Cod fldway Rlpbt of Way and 11+oct Map6 bror norf lardy aWV to cw*wlnw of U&NNplwryl►No. 1 for a ddonaa of U=frwl to fw a*m- r of aOft0 ta pakd d bsov Fop d to Nod d ksd WdWi■r dowdm4 said CO paW cf brdrra do belt an to sau/aada* c, dahta&vnv Mm of a&HOMO Nm 1; *MR laid point d b-01--i ,c m 1b lu.baade1ft souHoadsefr and at do* antlw to U-L m to n now Nla, 1 for a I arrwr of MU me b a P*k fimiar d AGM � a Om and rmPmai%* fbr a P& m,- d 3OU earl fa a POK Omme of figm a4ft and - - ' �flr flor a dganor d 3ma%W to a pab+f y an Vw soaflwodwlr AOV- 4my Im of U.'L loomm►Na. 1: Noma boa duly dant No.1 fora e0 arwer of 3W W.boor to I*paint y of ant. 0 CJ cv a Page Packet Pg.817 s EXHIBIT A FIRST AMENDMENT TO THE LEASE AGREEMENT BETWEEN MONROE COUNTY AND TELCOM SYSTEMS INC. W THIS FIRST AMENDMENT to the LEASE AGREEMENT("Agreement)dated April 20,2011, is entered into this a!—� day of Akj6�C2014 by and between TELCOM SYSTEMS, LTD. (`LESSEE or TELCOM"),a Florida Limited Partnership, having an address at 450 NE I" Road, Homestead, Florida y 33030, and Monroe County ("COUNTY or LESSOR"), a political subdivision of the State of Florida, whose address is 1 100 Simonton Street,Gato Building, Key West, Florida 33040. U cv 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 co WHEREAS,TELCOM owns and operates two communication towers and certain improvements related to the towers.and 0 WHEREAS, the COUNTY and TELCOM entered into a LEASE AGREEMENT ("LEASE") commencing April 20, 2011.and; co 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 T 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, o 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 terra. 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 e® 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 LU 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 E to applicable Federal State and County Ordinance,and"MCSO"requirements). o Packet Pg.818 F.12.c 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 Sheriffs 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 y tower. Such approval steal l not be unreasonably withheld or delayed. 0 5 The construction of a new communications tower shall be completed within 365 days of W 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. co 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 CN 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, co c 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 padtfoundation, 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 o 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 Sheriff's Office (MCSO) communication equipment; and U acknowledges that the ability to locate equipment on the tower is part of the consideration for the County allowing TELCOM to construct a tower. MCSO shall work with TELCOM to determine the appropriate m 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. rCL " 8. TELCOM shall procure and maintain additional insurance, over and above that required 1- -in paragraph 10 of the Agreement, due to the construction of the Tower and for the remainder of the term c, of the agreement. 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 TF.LCOM'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. 0 Packet Pg.819 ........ ' F.12.c 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 0) 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: 2 Z CD A. Workers' Compensation insurance as required by the State of Florida,sufficient to respond to cv Florida Statute 440. Employers Liability Insurance with limits of $100,000 per Accident, $500,000 Disease policy limits,$100,000 Disease each employee. co 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. co 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, T including Premises and/or Operations, Products and Completed Operations, Independent Contractors; Broad Form Property Damage and a Blanket Contractual Liability Endorsement with $1 Million dollar Combined Single Limit. An Occurrence form policy is preferred. If coverage is changed to or provided on a Claims o Made policy, its provisions should include coverage for claims filed on or after the effective date of this contract. In addition, the period for which claims may be reported must extend y for a minimum of 48 months following the termination or expiration of this contract. 0 I). COUNTY shall be named as an additional insured with respect to TELCOM'S insurance coverages identified in Paragraph C. E. TELCOM shall require its agents, design professionals and subcontractors to be adequately insured at least to the limits prescribed above,and to any increased limits of CONSULTANT if so required by the COUNTY during the term of this Agreement. cv F. TELCOM shall provide to the COUNTY certificates of insurance or a copy of all insurance 0. 0® policies including those naming the COUNTY as an additional insured. The COON"rY LU reserves the right to require a certified copy of such policies upon request. G. If TELCOM participates in a self-insurance Fund, a Certificate of Insurance will be required. In addition, TELCOM may be required to submit updated financial statements from the fund upon request from the COUNTY. 9. Notwithstanding the provisions of Sec. 768.2$, 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 0 Packet Pg.820 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. y 10. If the tower to be constructed by TELCOM should be totally or substantially destroyed or damaged (so that 'rELCOM 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 y rebuild the Tower as provided for in this paragraph,then in that case the Agreement shall he renegotiated as to term of the Agreement. In any event, due to such damage or destruction TELCOM's use of the 2 premises is completely disrupted,any fees due to the COUNTY shall abate until the use is restored in full W or in part, or for a period of no longer than 90 days(from the date of complete disruption )or whichever N occurs first. TELCOM shall immediately notice the destruction date and the restoration date to the County- and MCSO. co it. 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 4- termination TELCOM shall surrender possession of the tower pursuant to paragraph 21 of the LEASE, CD and without compensation from the COUNTY to TELCOM. co 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 T 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 y lien to both MCSO and Office of County Attorney, o 13. Paragraph 12 of the original Agreement shall be amended to read. y "Exgirxtion of Term. At the expiration of the term of the Agreement and amendments thereto, TELCOM shall peaceably yield up to COLFN-1Y the demised premises, including the tower, cJ 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 E placed on the premises by TELCOM. TELCOM shall be solely responsible for any hazardous materials on the premises at the end of the term." CL 14. County requires and TFLCOM 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. LU 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 16a'Judicial Circuit, Monroe U. 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 o procedures required by the circuit court of Monroe County. ;Y Packet Pg.821 _.-..._.. F.12.c 16. TELCOM shall insure that all contracts, contractors, and subcontractors comply with W 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 y statutes, and all local ordinances, as applicable, relating to the demolition, removal of demolition debris, construction and operation of communications towers. o 17. Paragraph 13 of the Agreement shall be amended to read as follows: cv "Ass�ment. TELCOM shall not assign the demised premises without prior written consent ofCN COUNTY, in the form of an Amendment to the AGREEMENT accomplished with the same formality of co 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. c co IN WITNESS WHEREOF,each party caused this First Amendment to be executed by its duly authorized CID representative on the day and year first above written. T (SEAL.) BOARD OF COUNTY COMMISSIONERS Attesr!- AW, HEAVILIN C.P.A, Clerk OF MONRO . .OU FL.ORIDA v, By: - Deputy Clerk ayorlChairnt 0 Witness to TELCOM's Signature TELCOM SYSTEMS, LTD. By: I By: � r -WITNESS Signature ! Signature of C rporate Agent with authority to bind the corporation cv CL r. Print Witness Name Print Name of Corporate Agent CJ L)ate: 10/01/14 Date: 10 01114 MONROE COUNTY AT-rORNEY PR,3VE❑ AS TO F Rm. NATE� EENE 10 C.ASSEL E ASSISTANT COLIN-ry ATTORNEY Bate_.._-.... Ile Packet Pg.822 F.12.c Site Name: US-FL-5389 Site ID: Long Key ❑S c EXHIBIT B w w Assignment and Assumption of Ground Lease IATTACHEDI cv cv co cv ca co 0 0 cv u 8 Packet Pg.823 F.12.c EXHIBIT B A,SSff fURCHASE AGREEMENT This Asset Purchase Agreement(this"A jpement")is made this e-day of June,2019(the y 've D ") by and among Tdcm SyMzns, Ltd., a Florida limited partnership "Seller"), Datapadt Verti W igr#dde,LLC,a Delaware limited liability company["—Pwhoff-� In consideratiam of doe promises and the stations,, warranties, covenants and agreements herein mined and other valuable consideration,the receipt and adequacy whereof are hereby ada mwledgel,the parties h=ro,imnding to be legally bound.hereby agree as follows: CN I. Azmwieat to Au ud Sell Subject to the terms and conditions set forth in this CN Co Agreement,at the Closing(as defined bdow�Seller shall sell,assign,transfer,convey and deliver to Purchaser, and Purchaser shall puar.hase{the;''Pumbwl from Seller, all of Seller's right,tide and interest in and to the Tower Asseb, free and clear of any Liens of any nature other than Permitted Liens. A. For purposes of this Agreement, the term 67 wer jj shall mean, individually,and collectively, the Owned Property, the Ground Leased Fcuperty,and all of thereat Co and personal tangible and intangible assets,properties and rights owned by Seller that are used in,or accounted for as a part of the ownership and operation of the Towers (defined bddow), and the operation of the busitiess related d mob (excW for any Excluded Assets (as defined below)), Ca including without Imitation the following: C (i) Six(6)wireless cottamunicatiow towers(each a"Towed",and together tl1C"TOwy ") located at tale sites Set forth to SgLb „We,I W t) (� a It ", and DD�l1Cr die y ..�7l; y (ii) all Tenant Leases relating to the Sites existing as of the Closing, y inchWirng without liunitation those set forthh in�dM a I La)Ci,), which schedWe shall identify for each Tenant Lease, east Tenth's name, any Security Deposit(as defined below)held by landlord or due to tem ots,and the cu mmt monthly rant payable; (iii) the veal property owned by Seller relating to the applicable Sites as set forth in agbjNe 1(al[iiil(the`� t o; (iv) the ground leases(the ")relating to the applicable Sites CN set forth in E e.1[aWiv)(the`"CrrauW LeuW PMRWj ); N- CL (v) all buildings,structures,improvdnn eats and fixhmes located at the Sites and owned or used by Seller in connection with the ownership and operation of the Tower Asses and all physical assets(other than the Towns and other real property and interests thereirn),owned by Seller and located at the Sites; (vi) all prepaid expenses, credits, adva= Payments, claim,, security, raunds,rights of recovery,rights of set-off,tights of recoupmernt,dcpoddts,duwjps,swims and fees (including,without limitation,any such item relating to the paydncnt of Tastes)related to the Tower W Assets; Packet Pg.824 F.12.c f (vii) all insurance benefits, including rights and proceed,arising from or relating to the Tower Assets; E (viii) all other assets used or useful in connection with the ownership or LU operation of the Towers; (ix) (A)tie security deposits(if any)from tenants paid to Seller under the Termat I eases (each a"Sectnity ftagf,and collectively,the . % all of which � are disclosed in&hedule l iaNvl.(B)all rights to any warranties held by Seller with respect to the W Tower Assets, including witlwut limitafion the Towers, (C) all rights under any Goverarnenta! CN Authorimmons!held by Seller with respect to the ownership or the operation of the Tower Assets, CN (D)utility deposits and reservation fees paid by or on behalf of Seller with r+espec#to the Sites andCo (E) any eandehYhna#ioth or anineant domain proceeds received by Seller after the date hereof with respect to the Tower Assets; 0 (x) all rent or other amourhts received or receivable by Seller under the CD Tenant Leases relating to the paiad following the Closing;and N CD (xi) the microwave transport network,incluftg all licenses and associated Co assets necessary or uahrrently used in the operation of such network(collectively, the"Microwave: Assets"), Ca T B. For purposes of this Aft, the term"Excluded Assets" shall mean the E bank and securities accounts ofScller. 2. on of lial)ifities Nd Obb Subject to the teals and conditions of this Agreement, at the Closing, Purchaser shall asstmme and agree to pay, dischauw and perform only those executory liabilities accruing from and after the Closing relating to the Owned Property,under W Cn the Ground Lease and under the Tenant Leases(die" ").Except for the Assumed Obligations,Purchaser shall not assume or in any way utdatake to lay,per,satisfy or dischap any obligation or liability of Seller (contingent or otherwise), and Seller m Pay, pM*CM, satisfy or discharge when due any obligation or liability otter than the Am med Obligations (the The Excluded Obligations include, widxM lirni#i6m all contracts., obligations, Taxes, assessments, accounts payable, commiinents, eosts� ratpenses, arrmagenhapts, E trthders�ndimhga,Claims,debts,danands,obligations and liabilities of any description not specifically assumed herein as Assumed Obligatim,including those that are(a)incurred or made by Seller prior CN to the Closing in connection with the Tower Assets or the operation thereof,(b)caused by,accruing I-- out o& or resulting frarn, may ad or omission of Seller, its owners,managers, officers, employees,, agents or inndepuKkmt contracw s,acting in any such cqu city on behalf of Seller,or(c)any liability (whether direct or as a result of transferee liability,joint and several Liability,contractual liability)of Seller for Taxes (including, without limitation, all income Taxes incowed on, after or before the Closing).All Excluded Obligations shall remain and be the obligations and liabilities solely of Seller. 3. t g;&n A. imsoedion Peeled Purchaser shall have tine right, betweaa the Effective Date � and the date ninety(90)days after the Effective Date(the-baafM j `%to etntrr upon,inspect. investigate and conduct legal, financial, busmess, ermvirmhmentM, technical and any other due Packet Pg.825 F.12.c diligmWe that Purchaser determines is necessary in its reasonable discretion with respect to the Tower Assets. In the event Purchaser provides written notice to Sella on or before the expiration of the Inspection Period that it is not satisfied,is 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 Agreement shall be deemed taminated and of no finthesr force or of ecL B. Entry and InEggag. During the Inspection Period and through the date of Closing, Seller shall permit Pu chaw and its representatives full and free access (during normal business hours)to all of the Tower Assets,and Seller shall famish to Purchaser all reports,documents, W records,and information,including,without limitation,elextrnrtic copies thetoot to permit Purchase CO to perform its due diligence investigation with respect to the Tower Assets.Purchaser may ttndertalce CO a complete physical inR=don of the Tower Asset; provided, however, that any such physical inspection shall not result in any damage to the same. ExcW as otherwise provided harm%no such inspections, investigations or examinations shall unreasonably interfere with Seller's business or operations.After completing any physical inspections of the Sites and Tower Assets,Purclaser shall restore and repair any damage to the same caused by such inspections to the condition misting CD CN immediately prior to Purchaser's entry in all material respects.The cost and expense of the fttgxx;liorn by Purchassw contemplated under this Sccti 3 shall be borne by Purchaser. CO C' U C. Due DifigenceMt n . Not more than tea (14) Business hays following the Effective Date,Seller shall maker available to Purchaser, true,correct and complete copies of such of CO the following items as ace in Seller's possession or control, induding,without limitation,electronic versions (if any) (collectively, the "Due DiligMg It,a tat'"): (1) all structural analyses, engineering renork red condition reports for the Towers,and all enVuomental reports and NEPA reports relating to the Sites; (2) the Ground l Am, all Tenant Leases, easements and licenses presently in force N 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 documents and havuEnents (as recorded where applicable)referred to or identified in The tide cammjtmert,title policies or abstracts,including, but not limited to,ail deeds and other conveyance documents evidmc ing transfer of title into Seller, 0 lien instruima M leases,plats,reservations,restrictions and easements,and all curative documentation executed subsequent to the commitment, policy or abstract; (4) the most recent vvntstruction, W engineering, architectural or other plans or drawings and related site plans, plats and approved drawings pertaining to the won,ownership or operation ofthe Tower Assets,as well as zoning � permits,variances,building and other permits,which learn:been granted or for which Seller has made application, and the FCC and FAA xpphca bons, ragxmses, 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 adjusts nau tin the tax CL C. brill for the Tower Assets; (6) cuarrent tenant and landlord contact infomnation; the most aurent amounts 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 dal ledger;(7)support for any accounts receivable allowance or msave in place as of the most recant 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 Towers, invoice and tenant due to mwollectihle amounts;accounts receivable:roll-forward,over the pats&twelve (12)months for the Towers and tenant:,displaying invoiced amounts,collection thereof or reversal of amounts invoiced;(8)(i)cash receipts supporting the most reomtt month's collection of rental income far each Tenant Leasc, and cash disbuursenimts supporting the most recarnt month's payment of rew Packet Pg.826 F.12.c for the Ground Lease,(ii)for annual or other fiequcncies,the latest cash ipt collected and(iii) for annual or other lirequencie s, the latest cash disbursement made; (9) cash disbursement and invoice supporting the most recent annual property tax expense recorded; (10) an executed W-9 for the owner(s)of the Uwmed Property and for the gmund lessoh(s)under the Ground Lease; (I 1)available bank statements and deposit/disbursement support to reconcile all amounts paid and received to the bank staternent;and(12)the deeds with respect to the Owned Property. In the event that Seller fails y to deliver or make available: to Purchaser any of the Due Diligence Items within tech (10) Business Days fallowing the Eft live Datr,the Inspection Period shall be extended by an amount oftime equal to any such delay for a maximum extension of ten(10)Business Days. N 4, PmRM Shhecifs EmAjiq_rh . With respect to the Owned Prapchty and the Ground 04 co Leased Property,as applicable. A. 'Title:!Q2Mitmeat. Purchaser shall,at its sole cast and expense,obtain a title report for an ALTA title imminu a policy with respect to the Owned Property and the Ground Leased c Property in form and substance reasonably satisfactory to Purchaser(one or more such commitments, CD the"Title Caromitment"] together with a copy of all docurnents referenced therein. 04 co B. S Purchaser may, at its sole cost and zVense, obtain a survey of the Owned Property and the Ground Leased Property(acre or more such surveys,the"JMM�). ca C. Exccltions to Title. (i) ,Unp=iWW &c3oions. Notwithstanding any provision to the contrary in this Agreement and other than the Permitted Exceptions,Seller agrees that the following N shall constitute unpermitted exceptions:(A)any mortgages,deeds of trust or other security incrusts for any fina ming affecting the Owned Property or the Ground Leased Property,in each case incurred by Seller, (B) Taxes which would be delinquent if wgWd at Closing, and if any such Taxes arc y payable in installments,such obligation shall apply to all such installments which would be payable whether prior to or after Closing;provided,however,that Seller shall have the right to remove such Tax exceptions at Closing with proceeds from the sale of the Tower Assets, (C) mechanics' and judgment liens, (D)liens,mortgages, security interests, claims,, charges, easements,rights of way, encroachments,restrictive covenants,or other title exceptions or encumbrances resulting solely by, through or under Seller or its Affiliates, agents, 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 payment of a monetary sum. The unpexmitted 04 exceptions referenced in items (A)through(E) in the prior sadehxae are collectively referred to as N- CL "MMry UW!MjM0 Ex ce oohs". (ii) LwAted Title_Comhnitmaht or Survey if any update of the Title Comoubment delivered to Purc haler discloses title matters which are not di.sckned in the Title Commitment, (a"NM Titic motion"), or the Survey or any update of the Survey delivered to Purchase'discloses any survey matter which is not disclosed in the Survey(a and together with New Title Exception,collectively a"fit"),then Purchaser shall have the right to request Seller to remove or Cure such Defect at or prior to Closing by providing written notice to Seller, on or before the date which is five(5) Business Days after Purcbaser's discovery of such Defect,but in no event later than the Closing,after detaudning in its sole discretion that such Defect is not acceptable to Purchaser(the"New Title and Survey Objection Nike").If Purchaser provides Packet Pg.827 F.12.c a New Title and Survey abjection Notre to Seller,Seller may elegy by providing written notice(the "New Tide and Survey Election Nona")to Purchaser within the earlier of five(5) Business Days after Seller's receipt of such New Title and Survey Objection Notice or up to two(2)Business Days prior to the Closing Date(the"Seller R,.,=osse Period"),to(x) accept such Defect as an additional LU unpetnitted exception to be removal or Cured at or prior to Closing,or(y)refuse,in its reasonable discretion, to remove or Cure such Defect; provided, however, that if such Defect constitutes a y Monetary Unpernutted Excaepim,Seller shall be obligated to remove or Cure such Defect at or,prior � to Closing. If Seller does not provide a New Tide and Survey Election Notice to Purchaser within such time period,then Seller smash be deemed to have elected to refuse to remove or Cure such Defect (other than Monetary Unpermitted Exceptions)as provided in clause(y)of the preceding sentence. If Purchaser provides a New Tide and Survey Objection Notice to Seller within time time periods set co forum herein, and Seller elects or is deemed to have elected not to remove or Cure a Defect(other than Monetary Unpermnitted Exceptions), then Purchaser shalt have the right,in its sole discretion to elect, by providing prompt written notice("NM Titil and IMM Response Notice") to Seller within the earlier of(i)five(5)Business Days after ma's receipt of the New Title and Survey P Election Notice or the expiration of the Seller Response Period,as applicable,or(ii)the Closing(1) to terminate this Agreement or(2)to proceed to Closing pursuant to this Agre mment and accept tide to time Owned Property or the Ground Leased Property,as applicable,subject to such Defect(other co co than Monetary Unpermitted Exveptionsl in which case such Defect (other dun Monetary Unpermitted Exceptions)shall be domed to be a Permitted Exception.If Purchaser does not 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 pursuant to clause(2)of the preceding sentence. Any � Defects that Seller elects to remove or is obligated to remove hereunder togedmer with the Monetary Unpe" itted Exceptions are referred to as"tlnaenmiUgd Fggg2 ious". (iii) Rgmuval of UO2ermRW FA ns.Seller shall remove or Cure all e Unpermitted Exceptions at or prior to Closing by(A)removing such Unpermitted Exceptions from title or(B)causing the title company to commit to remove,such that it does sot appear of record,or insure over such Unpermitted Exceptions in the Title Policy, vp vi bqw , that such removal 0 or insuring over by the title company is in form and substance acceptable to Purchaser in its reasonable discretion. If the Tide Commitamerrt discloses judgments, bankruptcies or other returns against other persons or entities having names the=me as or similar to that of SeUm then Seller,on request and to time extent applicable;shall deliver to Purchaser or t}tc tide company affidavits to the eft'ect that such judgments,bardm%ndes or other returns are not against Seller. D. Title Policy. At Closing, Purchaser shall cause the title company to issue to N Purchaser an ALTA farm of tide insurance policy with. to the Owned Property and the Ground Leased Property(or equivalent form of owner's tide insurance policy theme customarily being accepted by -pcuc�masers of properties in the state where the applicable awned Property and the Ground Leased Property is located), or binding commitment dmefor to issue the same, dated, or updated, to the LU Closing Date, instaing, or irrevocably committing to insure, at normal statutory prerniutn rates, LU without the requirement for additional premiums or escrows to be posted by PurduL er,with extended coverage with respect to the Owned Property and the Ground Leased Property, with customary endorsements, the Owned Property and the Ground Leased Property arid impavvrnueats on each, subject only to the Permitted Liens(one or more such policies, the"Title Policy").The Tide Policy shall be dated as of the Closing Date with gap coverage from Seller finm the Closing through the date Packet Pg.828 F.12.c of recording and shall be issued at such pmWs sole oast and cxpmw as is customary for a similar Purchase in the jurisdiction of the{bred Property and the Ground Leased Property,as applicable. E E. C=Mmm of Red Progerty.At Closing,Seller shall convey to Purclmw(i) good,marketable and insurable fee simple uncut in the Owned Property and good leasehold title to the Ground Leased Property, subject only to (A) the Permitted Liens relating thereto and (B) any y Unperrnitted Exceptions which are Cured by causing the title company to remove or insure over such matters is the Title Policy in accordance with lion 4.Qiil_but which otterwise me not removed from tide,amd(ii)good,marketable and irm rable title to the personal property, free and clear of all Liters other than Permitted Liars. 04 N 5. Bobco Price_Hop A. EUMbW Price.The purchase price for the Tower Assets "purchase Prliceyi shall be c subject to adjustment pursuant to §sjdo 13,which shall be paid by Purcluascr to Seller by wire transfer of imamMatdy available finds upon delivery of the 'on hereunder. co U B. V~ 14MAhmAr At Ci PtrrGhaser shall hold back and retain an amarurt equal to (dw IOWAY ! l F ")as security for the renewal ofihe Ground Lessee far the Long Key Site.The parties acknowledge that the Ground Lem for the Long Key Site is expiring April 1[9,2021 and negotiations al of the Ground Lea for the Long Key Site is ongoing.Upon the renewal aril mutual execution of the Ground Lease for the Long Key Site by the landlord or lessor #hereunder and � Purchaser or one of its affiliates, the Lang Key Holdback Furls shall be disbursed to Seller. c Notwithstanding, if the Ground Lease for the Long Key Site is not renewed and mutually executed by the landlord or lessor thereunder and Purchaser or one of its affiliates on or befare April 19,2022, y the Lxmg Keay Holdback Feuds shall be rdeased to Purduasrr,and Seller shall have no fi rther rights, 0 interests,or claims to the Long Key Holdback Fwtds or any other core Meration for the Lang Key Site under this AgreemenL Seller shall use good faith seed diligent effort to f dlita to the renewal and � mutual execution of the Ground Lease for the Lang Key Site by the landlord or lessor thammier,but has no affirmative obligation to take any action in fiathcraam thereof C. Tower Defects. Purchaser and Seller admwledge and agree that d= are certain defects with mspert to flue Tower(s) as set fiatth on 9doMe fal(vii) ellwer04 Purchaser will endeavor to r+emediatee the Tower Defects pod-Cloft to its sok satisfyion. CL Purchaser shall receive a credit agaitxst the Purchase Price at Closing in the mumni of�� ["Repaa�radi"l towards the remediation of the Tower Defects and be rehmsed f am obligation and liaibility with respect to the Town'Defer. Purchaser will be responsible:for any coats and expenses to remediate the Tower Defects that exceeds the Repair Credit. D. Tenant HXnt AbomeaL Purchaser and Sella admwledge that post-Cl Sprint has the rigout to abate rent under its Tatars Lease in the amount of as a result of a prior overpayment to Seller (-Bag�. Purchaser shall receive a credit against the Purchase Price at Closing in the Packet Pg.829 F.12.c amount of to offset such Rent Abatement, 6. Ti Me and Place for Perfornunce. Provided that all conditions to Closing hereunder have been satisfied or waived by the applicable parries,the closing of the lions contemplated hereby(the`�Cla�W)will take place on June 4,2019(the"AnfiPWW C[oing.Dak")or any other y state or dates agreed to in writing by the parties.The parties intend to exchange executed documents prior to the Closin&to be held in escrow by each party's respective counsel,with such Closing to be conducted by telephone and email. In the evert that all conditions to Closing have not been met or CD waived by the Anticipated Closing Date, the Closing shall occur on the fifth (5d) Business Day following the satisfaction or waiver of all such conditions, or on such other date as Seller and Purchaser shall mutually agree.The dame that the Closing occurs shall be referred to as the rill-el. 3. Representations and_WgM"gies of Seller. Ballot hereby represents and warrants to Purchaser as follows: CD A. 9mink9im abd Authority. Seiler is a limited partnership, duly organized, validly existing and m good standing under the Laws of the State of Florida,and posses all requisite organizational power and authority to own,lease and operate its assets as now owned or leased and operated and is duly qualified and in good standing in each other jurisdiction in which the character ca of the assets owned or leased by such Entity requires such qualification.Seller has all requisite power � and authority necessary to own and operate the 'Power Assets and to execute and deliver, and to per-form its obligations under each Closing Document to which it is a party arse to cMraanmete the transaction and the other transactions contemplated hereby and thereby,and the execution,delivery y and performance by Seller of each Closing Document to which it is a party have been duly authorized by all requisite partnership action.This Agreement and each Clwing Document are or will be legal, valid and binding aptements of Seller enforceable in accordance with their respective terms,except y in each case as such enforceability may be limited by bankruptcy, moratorium, insolvency, reorganization or other similar laws affecting or limiting the enforcernent of creditors'rights generally and except as such enforceability is subject to general principles of equity(regardless of whether such � enforceability is considered in a proceeding in equity or at law). B. NQ Con 'ens. The execution, delivery and po forrnance 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: (i) conflict with or result in a violation or branch of, or default under, any provision of the partnership agreement, certificate of CL "' limited partnership, or other organizational documents of Seddon, (ii) conflict with or result in a :velation or breach of any provision of any Law or Order applicable to Seller, its business or the Tower Assets;(iii)conflict with,result in a breach of,constitute(with or without due notice or lapse of time or both)a default under,result in the acceleration o&create in any party the right to accelerate, terminate, modify or cancel, or require any notim comes nt or waiver under, any contract, lease, sublease, license, sublicense,se, franchise, permit, indenture, agreement or mortgage for borrowed money,instrument of Indebtedness, Lim 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 imposition of any Liens on the Tower Assets.No consent,approval,permit,Order,dedwation or filing E with,or notice to,any Person or Authority is reagWrexd by or with respect to Seller in connection with Packet Pg.830 F.12.c the execution and delivery of this Agreement or any of the Closing Docurncots and the consummation of the transactions contemplated hereby and thereby. E C. L&Md ActionslGovcrnmental Orders. There are no Actions pending or, to Setter's Knowledge, threatened in writing against or by Seller (i) relating to or affecting Seller's 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, red, or circumstances exist that may give rise to, or serve as a basis far. any such Action. There arc no Q outstanding or pending Orders and no unsatisfied judgments,penalties or awards against,relating to W or affecting the Tower Assets or that would reasonably he expected to impair Seller's ability to consummate the Closing or perform its obligations under this AgmemenL co D. Tarrant Leases. Seller has provided to Purchaser true, correct and complete copies of each of the Tenant Leases and all amendments thereto_ Except as set forth in Section 55 haminabove,each of the Tenant Leases is in full farce and effect,has been duly authorized,executed 0. and delivered by Seller and,to Seller's knowledge,the other parties thereto,and is a legal, valid and CD binding obligation of Seller, enforceable in accordance with its respective tams. Seller will assignn its interests in the Tenant Leases to Purchaser at Closing free and clear of all Liens,excWting only co CD the Permitted Liears. Oth a than the Tenant Leases, there arc no Ieases, subleases, licenses or other occupancy agreements(written or oral)which grant any possessory interest in or to the Tower Assets or the improvements dmeon, or which grant any other rights with respect to the use of any of the ca T Tower Assets, Seller has performed its obligations under each of the Tenant Lewes in all material 0) respects,and is not in material default fir,and to Seller's Knowledge,no outer party to any -of the-Tenant Leases is in default thereunder in any material respect. With respell to each Tenant N Lease: (i) Seller is collecting the rent set forth in such Tamm Laden on a current basis and dwm are y no past due amounts dwreunder,(ii)the tenant is not entitled to any rental concessions or abatements in rent for any period subsequent to the Closing Date; (iii) Seller has not given mice 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 0 such a default; (iv) Seller has not received written 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 from the tenant asserting any Claims, offsets or defenses of any nature whatsoever to tic perf mince of its obligations under the Tarant Lease and,to the best of Setter's � Knowledge,these is ao event which,with the giving of notice or the passage of time or both,would constitute the basis of such Claim,offset or defenses (vi)except as expressly set forth in the Tenant Lease:, there are no security deposits or prepaid rentals under such Tenant L.easc; (vii) the Tenant N Lease does not provide for non-monetary rent or other consideration to the lessor there order; (viii) CL the tenant is not an Affiliate of Seller; and (ix) Seller has not received notice fiom or had any correspvade ce with the tenant regarding any pending or contemplated bar lmq try proceedings with respect to each tenant,and there are no facts known to Seller 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. QwMd hyggtx.Except as set forth on Schedule I(a)[vii).Seller has good and marketable fee simple title to the Owned Property,free and clear of Liens other than Permitted Liems, E and is the sole owner of the improvements thereon. Seller has obtained all eastemmts and right"f � Packet Pg.831 F.12.c 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 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. F. QgnditiM of PMRM. To Seller's Knowledge and except as set forth on adn dole I[a](vii),all buildings ad other improvements included in the Owned Property are in]good � operating condition and repair(ordinary wear and tear excepted) and free fiaonr material defect or 2 damage and comply with applicable zoning,hWth and safety laws erred codes. W CD G. Groupd_L M. Seller has goad and marketable lewahold tide to the Ground 04 Leased Property, free and clear of Liens other than Permitted Liens, and is the sole owner of theco improvements thereon. Seller has provided to Purchaser a true, correct and complete copy of the Ground Lease and all dents thereto. Each Ground Lease is in ficdt force and effect,has been duly authorized,executed and delivered by Seller and,to Seller's Knowledge,the other poly thereto, wO is a legal, valid and binding obligation of Seller,erforccable in acoor+danc a with its respective terms.Seller is the original lessee(or has validly succeeded to the rigbts of the original lessee)under each applicable Ground Lease. Seller will assign its interests in each Ground Uasc to Purchaser at co Closing free and clue of all Liens,excepting only the Permitted 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; (R) Seller is not obligated to pay any additional rent or droges to the landlord them for any period subsequent to the Closing Date;(W)Seller has not prepaid any rent under c the-Ground Lease more than one(1)year in advance;(iv)Seiler has not received notice from or given Ch notice to the landlord thereunder claiming dud landlord or Seller is in deftnth under the Ground Lease, y 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 defauh;(v)Seller is in actual possession of the]cased Premises under the Ground Lease;and(vi)the landlord is not an Affiliate of Sella. 0 (i) Seller owns the Tourer Assets, free and dear of all Liens other than Permitted Liens,and will transfer to Purchaser at the Closing, good,marketable:and insurable title c thereto,free and dear of all Liens other than Permitted 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 CL "' use in the business or operation of the Towers.Seller has not received notice that any Site is not in LU -cmpliw= with all Applicable Laws. All improvements of Seller on the Sites are in compliance with applicable zoning,NEPA,FCC,FAA,tlhe National Historic Preservation Act and any relatedLU ca or similar state laws and laud use laws.Except as set forth on Schedule l(AWvjHj no consent,approval LU or authorization o f or regM%tion or filing with any Pusan or Authority (each, a",rird-P- rt")is requited to be obtained in connection with the execution seed delivery of this Agreement, the Closing Documents,or the con nn mation of the transactions contemplated hereby.'There are:no removal bonds,cash deposits,kners of credit or other security that Seller has posted relative to the Towers or the Sites.Except as set Earth an Schedule 1 (a)cell there are no ground systems,generators E or generator ficl tanks loc aW on the Sites.There are no its to which a thud party has the � right to market or lease space to any Parson at the Sites,or to receive income Siam any Tenant a#the Packet Pg.832 F.12.c Sites,pursuant to a marketing or management agreement,compensation agreantnt or other similar atrangcmer't' E 1. T�er�. To Setters' Knowledge, (i) there are no physical, structural or mechanical defects in the Towers,and the Towers are suitable and adequate for its intended use, (ii) the Towers and improvements are structurally sound,are in good opesaatting condition and repair, arc y adequate for the uses to which they am being put, and have been. maintained in accordance with industry standards; and (iii) except as set forth on SchcAWe_i(s)(mii , neither the Towers nor the improvements are in reed of maintenance or repairs except for ordinary, routines maintenance and W repairs that am not material in nature or cost. N J. of ftriaM. During the twedve~month period immediately Co preceding the date hereof:(t7 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 cHorts to maintain and preserve the business and the Tower Asserts and has not disposed of any of the Tower Assets, 0. except for obsolescence and repairs and replacements in the ordinary course ofbusincss,and(ii)there CD has been no Matmial Adverse Effect" a) K. ElLoker or Find err. There: are no agent, broker, inert banker, financial Co advisor or other firm or Person has been engaged by or on behalf of Seller or Purchaser,or will be entitled to any fee or commission in conncution with the transactions Conte mptated under this Ca Agreement L. Pnnn�ro 1 W hU= (i) Except as act forth on Scbedull l(a)(viijsince Setter acquired ownership and/or control of the Sites andVor Tower Assets, no Hazardous Substance or waste (including, without limitation,pe:trolcum products)or other n aterrial regulated under any applicable y Environmental Health and Safety RegWr+cme:nts is locatod 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 any consent decree, compliance:order or administrative order issued pursuant to any Envir+onn►e:ntal Health and Safety Requhvmextts and Seller is not a party in interest with respect to any judgment, order, writ, injwm;don or decree issued pursuant to any Environmental Health and Sa<fty Reuirements. Seiler is riot the subject of or, to Seller's Knowledge, threatened with any Action involving a demand for damages or other potential liability with respect to violations or breaches of any Environnwntal Health and Safety Requirements relating to its ownership or operation of the CN Tower Assets.Seller has not received any written notice that(i)any Environumerntal Permit is not in I-- full force and cffert or(ii)it is not in compliance in all material respects with the turns of all of its Eavaronmental 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 anyLU ca Authority with respect to a violation of any Environmental Health and Safety Re quircmentL LU (ii) To the Sellers' Knowledge, Seller is in compliance with, and has all permits required by,all Environmental Health and Safety Requirements. M. No Thjq-P__gM Rjdg. No Person other than Purchaser by reason of this Agreement has any contracteral or other right of first refusal or any othutw right or option to acquire the Tower Assets(including without limitation the Owned Property and {hie Ground Lease)or any Packet Pg.833 F.12.c portion thereof, including through any merger, consolidation, liquidation, dissolution or other reorgani=tion. E N. Log&ctio There are: (a)no Legal Actions of any kind pending or,to the LU Knowledge of 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 Assds or that are otherwise binding on any of the Tower Assets. O. Authorizati N (i) To Seller's Knowledge,Sche&de lf9vi)sets forth a true,corrw and co le complete fist of all Authorizations in the possession of or issued to Seller relating to the Sites (the "IDglim pcfrk"). CJ (ii) Except as set forth in 5chc&dc I(Wviil and other than with rest to F CD the Microwave Assets: (A) to Seller's Knowledge,each Site(and all related lmprovernents) has been oonsuWed and the Business has been conducted and operated,and is being conducted and operated, in accordance with all Authorhm ions in all material respects (including from the FAA, FCC,United States Army Corps of Engineers,Tribal Historic Preservation Officer and State Historic Preservation Officer, if applicable) and in compliance with all Applicable Laws (including Laws E relating to meting and similar restrict ions relating to the use or enjoyment of real property); (B) to Seller's Knowledge, the Business Permits constitute all the y material Authorizations that are necessary for the ownership and operation of the Business,and each 0 Tower Asset (including from the FAA, FCC, United States Army Corps of Engineers and State: y Historic Preservation Office,if applicable); U (C) to Seller's Knowledge, all Business Permits are valid and in good standing, are in fvlI force and effect uid are not impaired in any material respect by any act or E omission of Seller or any of its Affiliates or RcpresenutFves, and the ownership wW operation of the 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 requirements, wetlands requirements, the National CL Historic Preservation Act and any related or similar state Laws, land use Laws and applicable tide LU LU covenants,conditions,restrictions and reservations in all respects,now and at the time of development of the related Site as a communications facility;and LU LU (E) there am no NOTAMs associated with any of the Sites that have not been properly closed or extended in accordance with Applicable Law. P. Taxes. Seiler has filed all fvneipi, federal, stater county and local income, � excise, property, sales, use, fianchise, employment and other Tax returns and reports which are required to have been filed by it under Applicable Law in connection with the Sites and the Tower Packet Pg.834 F.12.c Assets, and has paid all Taxes which have become due pursuant to such returns or pursuant to any its 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 Ue n,action, suit, proceeding, investigation, audit,examination or assessment with LU regard to any Taxes that related to the Tower Assets or which could result in a Liar, other than a Permitted Lien,on any of the Tower Assets. y Q. Utilities. To Seller's Knowledge, all water, sewer, electric, tetcphoate, and drainage facilities,and all other utilities required by Applicable Law or for the normal operation of W the Sites as currently conducted by Seller have been connected to the buildings constructed upon the Sites, are connected with valid permits, we in good working order and are adequate to service the CO Sites. R. BgRIUMcy Matt s. Seller has not had proceedings pending or threatened by or against it in bankruptcy or reorganization in any state or federal court,resolved or otherwise agreed c to file a rase in bankngKcy or reorganization in any state or federal court,or admitted in writing its CD inability to pay its debts as they became due. N CO S. QRgMfing�.xg_eM.Schedule if .( u][ji)set forth the true and corred amounts 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 identifying such CO pay period on Ssheiuie 1[atl[)►iiil], which shall include all utilities, insuzance, real and personal property taxes,recurring maintenance,monitoring,and such other expenses as are routinely incurred ELKti;e„^ration,ownership and maintenance of the Tower Assets, N T. Q'scl mr . No representation or warranty by Seller, or any statement or e certificate famished by Seller to Purchaser pursuant to this Agreement or in connection with the won contemplated by this Aft,contains any untrue statement of a material fact or omits y any statement of a material fact neccsmy in order to make the statements and information contained in this� 7 not misleading, Notwithstanding anyddag to the contrary in this Agreement, Seller's representations E and warranties set forth is this on 7 shall not survive C Wag or the termination of tris Agreement.Fnrdrer,Purebarser ate rAowledges and agrees that,except as expressly set forth is Screw 5 the Purchase of the Tower Assets shall be an an"AS W b■dL To the extent that the Agreement is not signed simultaneously with the Closing, the parties agme that for all intents and purposes the Agreement shall be deemed to have been signed simultaneously with the Closing,such I-- that there shall be no period of time which is after the Effective date and prior to the Closing.The uw fiwthcr agree that Purchaser's remedies m ative to Seller's reproions:and warranties are � limited to those expr ally set forth in SpgjkM The parties agree that neither Purahawnor Seller is ca under any obligation to iconsmamate the Purchase cw tanplued in the Aft and neither party is under any obligation to close the purchase. 8. Representations, _Warr"ies Qf Purdum. Purchaser hereby repro mid warrants to Seller as follows: A. OrmukzAWon AW &Wft. Purchaser is a limited liability company, duly organized, validly eausting and in good startling under the Laws of the State of Delaware, and Packet Pg.835 F.12.c des all requisite organizational power and authority to own,Isere and operate its assets as now owned or leased and operated and is duly qualified and in good standing in each other jurisdiction in E which the character of the assets owned or leased by such Entity requires such qualification.Purchaser has all requisite power and authority neoessary 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 dmxvby, and the execution, delivery and perfbrmance by y Purchaser of each Closing Document to which it is a party have:been duly authorized by all requisite � limited liability company action. B. o QuAids_ The execution, delivery and perfo mince by Purchaser of this Agreement and the other Closing Documents to which it is a party, and the consummation of the co 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 � agree rent or other orgmdzedoral doc inents of Purchaser or(ii)corrfiict 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 Authority is required by or with respect CD to Purchaser in connection with the execution and delivery of this Agreement or any of the Closing Documents and the eonsurnmation of the transactions contemplated hereby and thereby. co co C. Broker or Finds. That is no agent, broker, investment banker, financial advisor or other firm or Person engaged by or on behalf of the Purchaser or any of its Affiliates whichca is or will be entitled to a fee or commission in connection with the Purchase or the execution,delivery 0) or performance of this Agreemennt. - Notwithstanding anything to the contrary herein this Agreensent, Purebmer's y repecsentmdons and warranties set forth in kris S, ee 'un 8 shall not survive Closing or the tennination of this Agreement. 9. Cot,dud of U,uainess by Seller end' Cl the osing.After the Effective Date and prior to the Closing Date, Sealer shall own,operate and maintain the Tower Assets in the ordinary course of business consistent with past practice,which shall include,without limitation,(a)keeping each of � the Tower Assets free of debris and excessive vegetatiom inn good ewrimereini working order and NOTAM frer,(b)preserving the business of the Tower Assets,paying accounts payable and collects accounts receivable,all in the ordinary course of business consistent with past practice;(c)operating the Tower Assets in compliance with FCC, FAA and other Applicable Laws;(d)keeping the Tower, improvements, Owned Property and the Ground Leased Property in good operating condition (ordinary wear and tear excepted)and preserving intact the Tower Assets;(e)not selling,disposing CL of or otherwise transferring the Sites or the Tower Assets.;(f)not creating,assrmning or permitting to exist any-Liens on the Tower Assets except Permitted Liens;(g)not undertalcing or commencing 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 LU shall not enter into, cancel, modify, alter, amend, omimt to the assignment of or terminate any contracts, leases, arrangements, understandings or agreements that will affect any of the Tower Assets,including.but not limited to,any amendinent,renewal,modification,assignment,teumination or other alteration of any Tenant Lease or the Caound Lease. To dw extent that Seller proposes to enter into any new Tenant Lem between the Effective Date and the Closing Bate,Seller shall use E Purchaser's form of tenant seam agreccnen and shall sabot such new Tenant Lease to Purchaser for � its approval,which approval shall not be unreasonably withheld,delayed or conditioned. Packet Pg.836 F.12.c 14. Ngtice ofCertsil►__Even From the date hereof until the consummation of the Closing, Seller shall promptly notify furdhaw in writing of E 0) A. any fact, ciixurtstanice,event or action the existence, occurrence or talting of LU which(i)has had,or could reasonably he expected to have,individually or in the aggregate,a Material Adverse:Effect, (ii) has resulted in,or could reasonably be expected to result in, any relxWentation y or warranty made by Seller binder not being true and correct, or(iii) has resulted in, or could reasonably be expected to result in,the failure of any of the conditions set forth in Legfiffl 12 to be Q satisfied, W N B. any notice or other communication from any Person alleging that the consent04 of such Person is or may be required in contraction with the ttatisactions contemplated by this co Agreement; C. any notice or other communication Goer any Authority in connection with the o taransachons comte nplated by this Agreement;and N D. any Actions commenced or,to S41ces Knowledge,threatened against,relating to or involving or otherwise affecting the Tower Assets or the Assumed Obligations that, if pending co on the date of this Agreement, would have been required to have been disclosed pursuant to section 7.0 or that relates to the consrunmstion of the transactions contemplated by this Agreement ca T Pt rdoser's receipt of information pursuant to this Section shall not operate as a E waiver or otherwise affect any representation,warranty of agreement given or trade by Seller in this Agreement and shall not be deemed to amend or supplemcut any disclosure schedules. y 0 11. G'[[�i�Docrirrictitta. �° A. At Closing. Seller shall execute and deliver to Purchaser such normal transaction documents as may reasonably be required by Pruehaser or its title insurance company, each in a form o reasonably acoeptable to Seller and Purchaser, including,without limitation.the following(collectively, the "Clostns Q2ogn its"): (a)a certificate gating that Seiler is not a"foreign petswt"as deftncd by the Federal � Foreign lnvestert in Reef,Pwpedy Tax Act;(b)a copy of Sellers oryanizaionai docunmits and reesohdkmm of the governing body of Seller au dwridng the executim delivery and perkawnce of this Aft, the tnmsfer of title to the Tower Assets and the other Closing Docuomms by Seller,and an ofGccr's ccrtifrcatc of Sella,dated the Closing Date,that such resolutions were duly adopted and are in full force and effect-,(c)a Bill of Sale transferring title to the Towers in the four attarchvil heretic as�r it A;(d)an Assigniumt and Assumption of Tenant Leases in the form attached hereto as ExhiWtB;(e)spwial warranty ty deeds with respect I-- to the Owned Property duly executed and acbwwtedged, in the form attadted hoem as EjWWt -C; an Assignment and Assumption of Grouted Leases in the form attached hereto as xE nth j (f) an estoppel certificate friars and executed by the tenant under each Tenant Lease,in the far®attached Macro as Exhibit (g)an estoppel certificate from and cac mAcd by landlord under the Gnxmd Lease,in the form attached harcto as FxhM F;(h)imtentionalty deleted;(i)any reasonable and customary affidavits requited by,and satisfactory to,the title company in order drat a title insurance Policy with respect to the Ground Leased Property,at normal statutory premium rates and without the requirement for additional prern cans or escrows to be posted by Purchaser and gully in forme and substance reasonably satisfactory to ph, ,r,may be issued five and clear of the standard exceptions which o title company is permitted by Applicable Law to remove or modify upon ddivery of such a€fidavits; 0)a certificate signed by an execudw officer of Seller certifying that(i) Seller bas performed and complied with all agt=mumis and covenants required to be performed or complied � with by it under this Agreement at or prior to tic Clask&and(ii)cads of the persons==uting and delivering Packet Pg.837 F.12.c this Agreement and the:Closing Docwnents to which it is a party on behalf of Seiler has the authority to execute, deliver and consummate this Agreement And each Closing Document;and(k)payoff amorous and evidence of termination to the reasonable satisfaction of purchaser's counsel of oil Liens affecting dre Tower Assets. B. At or prior to Closing,Seller shall complete in the:FCC's a venna structure registration system (the "FCC's ASR Database'") its portion of FCC Form &% {Applicati(n for Anterma Structure Rcgistration)and provide the signatwe of an authorized person to asses the anic ma structure registration for the Towers in the FCC's ASR Database from Seiler to Purchaser.Seiler mall initially log into the FCC's ASIX Database to iru"me the transfer of ownership of the a me ma structure registration kw the Towers frown Seller to Purchaser and then PuwA scr,upon receipt of notioac from the FCC of Sollces completion of its portion of '✓ FCC Form 854,shall finalize the transfer of ownership of the anknns stnaature registration by completing its `V portion of FCC Form 854 ward submitting the application clevhonicnily to the FCC. Seller's point of contact co for the FCC Form 854 is with as email address of 12. Correia#ions to Closing. 0 L. A. Coditiggg to Obliglogo of Eagb x. The respective obligations of each party to consummate the Purchase shall be subject to the condition at or prior to the Closing date, which condition may be waived in writing by the applicable party,in whale or in part,to the extent permitted by Applicable Law,that no Action shall be pending before any Authority sealing to enjoin, restrain,prohibit or make illegal the cmuummation of the Purchase. B. Conditions to Obli ag lions of PttrchM. The: obtigahtion of Purchaser to consummate the Pumha w shall be subject to the satisf ictian of the following conditions,any or all of which may be waived in writing, in whole or in partr by Purchaser to the extent permitted by Applicable Law: y 0 (i) (A)the repre:ser ations and warranties of Seiler contained herein shall be true and correct in all material respects (except for rcpsemtations and warranties that are y qualified as to materiality, which sbdi be true and correct); (B) Seller shall have performed all agreements contained herein required to be performed by it at or before the Closing;and (C)Seller shall have executed and delivered each of the Closing Documtents; (H) Purchaser shalt have received,at Purchaser's expense,a Tide Policy, in form acceptable to Pumbaser,instating fee title in the Owned Property and leasehold title to the E Ground Lease; C44 (W) Between the Effective Date and the Closing Date,no 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, Third-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 Lca~se or the Tenant Leases to Purchw r. C. CQqdt:d= to tk ObliggonsSell Thor obligation of Seller to consummate the Purchase 9a11 be further conditioned upon(A) the paymcat of the Purchase Price by Purchaser to Seller at the Closing wad(B)Seller's receipt of a certificate signed by an executive Packet Pg.838 F.12.c officer of Purchaser certifying that(i)Pur chaser has performed and complied with all agreements and covenants required to be performed or complied with by it wader this Agreement at or prior to the E Closing, and (ii) each of the persons executing and delivering this Agreement and the Closing Documents to which it is a party on behalf of Purchaser has the authority to execute, deliver and consummate this Agreement and each Closing Doclm mt 13. Proratians. Appropriate phxxations shall be made on a daily basis as of the close of business on the Closing Date with respect to rental and lease pays ants, security deposits, utilities, current year real and pownal property Taxes and all other items of income and expense doe or payable relating to the fawned Property and/or under the Ground Lease and/or the Tawnt Leases,in each case,of a naiure ordinarily prorated as of closing in real estate transactions (and not separately co added e1sewherc in this Aft)with Seller being entitled to all such income and responsible 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 Date.A reasonable estimate of such prorations sha11 be agreed to by Seiler and Pu rhasex at least five (5)Business days prim to the Closing Date(the "Prvrationsfthjgte"), and shall be settled in immediately available funds at the Closing. All past due real estate and personal property taxes, if any, shall be paid by Seller at or befare the Closing. co co Seller expressly agrees that if it receives any runts, revaxacs or outer payments under the Tenant Leases after the Closing Date, it shall unit to Purchaser the moneys so received within five (5) ca Business Days after receipt thereof and Purchaser shall promptly apportion such amounts in accordance with the terms of this Smfion 13 and deliver to Seller the amount,if any,to which Seller 0) is entitled pursuant to the terms hereof.Notwithstanding the foregoing,at the Closing Date,Purchaser c shall receive a credit for the full au wRmt of all rent Clue under the Tenant Losses for the month immediately following such Closing arm] Seller shall be entitled to beep all such amounts that it y receives from tenants under the Tenant Leases for such month; provided,however,that if Purchaser subsequently receives any rents,revenues or other payments under the Tenant Leases for such month, Purchaser shall remit such amounts to Seller within five(5)Business Days after receipt thereof.Seller expressly agrees that if it receives any rents, revenues or other payments under the Tenant Leases �i after the Closing Date, it shall hold such funds in trust for the benefit of Purchaser and remit to Purchasar the moneys soh received within five(5)Business Days after receipt thereof.The foregoing � provision shall survive the Closing. Each party be mender shall reasonably cooperate with the other party to execute their obligations under this Section 13. 14. nWem N A. jndg=Wcati2n by%Wr. Seller agrees that from and after the eonstwunation CL of the Closing it shall indemnify,defend and hold harmless Purchaser and its Affiliates,and each of dmr respective members, stockholders, directors, officers, employees, manages, partners, agents and representatives(collectively,the" � . fiend MW)from and against any and all damages, Claims, losses, expenses, costs, obligations, and liabilities, including without limitation reasonable fees and expenses of attomeys, accountants, and other experts and those incurred to enfm= the torahs of this Agreement or any Closing Document(collectively, `• "), suffered by the Purchaser hxlemnified parties by reason of or arising out of: (i) any failure by Seller to perform or fulfill any of its covenants or E agreements set forth herein or in this Agreement or any Closing Document(without reference to any materiality exceptions); Packet Pg.839 F.12.c (ii) the business and operation of the Tower Assets prior to Closing;and (iii) all Excluded Obligations. LU B. IndeannifigWon by ESgE n4W.Pvmchaser agrees that from and after the Closing Date it shall indemnify, defend and hold harmless Seller and its members, stockholders, directors, � officers, employees, agents and representatives(collectively,the"Seiler'Indemnified Parties' from and against any Loss and Expense suffered by the Seiler Indemnified Parties by reason of or arising out of(i) all Assumed Obligad= and (ii) the business and operation of the Tower Assets after `:° Closing. N C. IndSplWfic idon PM le i s. If an indemnified party believes that it has CO suffered or incurred any Loss and Expanse, including, without limitation, as a result of any Action instituted by a third panty(a"'tUni-Far y Claim"), it shall notify the indemnifying pity, in writing, promptly after becoming aware that it has suffered such Loss and Expense or of such Third-Party o Claim, describing such Logs and Expense in reasonable detail to the extent reasonably known or CD practicable;grg, ed, however,that any failure to so notify the indemnifying party shall not relieve such indemnifying party of its obligations under this Section I except,solely with respect to Third- CO Party Claims, to the extent such failure to notify materially prejudivrs such indemnifying Puh''s ability to defend against such Third-Party Claim. Except as otherwise set forth glow, the indemnifying party shall have the right at its option and at its own expense, to participate in or,by CO T giving written notice to the indemnified party no later titan fifteen (15) days after delivery of the W notice specified above, to take control 4 the defense, negotiation and/or settlement of any such c Third-Party Claim with counsel reasonably satisfactory to the indemnified party,RMyAsd however_ N that no indemnifying party shall settle or oDns nt to any judgment regarding any Third-Party Claim y without the con:sent of the: indemnified party, unless such settlement contains an unconditioned release of the indemnified party from any and all liabilities, contains a customary confidentiality provision, and does not otherwise impose any restriction, liability or obligation of any kind whatsoever on the indannified party.Except as provided in this 'on I with ram#to any such Third-Party Claim, the defense, negotiation widfor settlement of which the indemnifying party has taken control,the indemnified party shall have the right to retain separate counsd to represent it and W the indemnified party shall pay the fees and expenses of such separate counsel. D. All indemnification payments made by Seller uuade;r this Agn=ment shall be treated by the parties as an adjusbnent to the Purchase Price for tax purposes, unless otherwise required by Applicable Law. CL 15. Tom' ' n. This Agreement may be terminated at any time after expiration of the Ir on Period 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 Seiler is in material breach of any of its rotations and warranties contained in this Agreement or in any Closing Document,or brew of its covenants or agreenuents contained in this Agmernent or in any closing Document, and such breach is not capable of bung cured or is not cured within tan (10) Business Days of written notice Packet Pg.840 F.12.c C. by Seller by written 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 E Closing Document, or breach of its covenants or agreements contained in this Agreement or in any y Closing Document, and such a breach is not capable of being cured or is not cured within tar (1 Q) 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 Sppfio 3.A;or W N F. by Purchaser pursuant to Section 16le CO Notwithstanding anything to the contrary in ttris Agmwen%in the event Seller fails to complete 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 Agreeineint,or in the event e Seller bra any of its obligations under this Agreement and fails to cure such breach as provided for in this Agirecrtieit, Purchaser shall be entitled either to (i)enforce specific mince of this Agreement with respect to the Situ or(ii)terminate this Agreea wnt.Termination of this Agreement shall not relieve any party of any liability for breach or default wider this Agreement prior to the date CO of termination. Notwithstanding anything contained herein to the contrary, sons MA (Confidentiality),and Zq.F(Costs and Expenses)shall survive any termination of this Agreement. CO T The parties agree that Purchaser cannot require Seller to close the Purchase as contemplated by this E Af�re+emexit. c 16. Risk of Loss.The:risk of loss,damage,or destruction uction to the Tower Assets including, without limitation, any of the equipment, inventory, or other personal property to be conveyed to e Purchaser under this Agreernent shall be borne by Seller until the consummation of the Closing. In y the event of such loss,damage,or destruction,Seller shall serve immediate written notice to Purchaser c regarding the nature of such loss,damage,or destruction.If such dannage does occur 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 Purcha9er's sole discretion,to f 7 terminate this Agreement by written notice to Seller or(ii)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 any"deductiible"amounts under the policy) or an adjustment of the Purchase Price in the amount of the reasonably estimated costs to repair such loss, damage or destruchon. In the; event that Purchaser elects to receive any insurance proceeds, I"® CL Seller shall execute any and all documents and do all things reasonably necessary in order to effertuate an assignment ofclaims,proceeds orbetefits to Purchaser under said insurance policy(ies). Seller agrees to maintain any existing fire mW extended coverage casualty insurance through and including the:Closing covering all of the Tower Assets 17. Catain Additional Qvenants. A. Con�fid fiality From and after the Closing and eft for disclosure of confidential information made by Purchaser to its equity holders and leaders,each of Purchaser and � Purchaser Seller shall,and shall cause its respective Affiliates to,hold,and shall use its best efforts W cause its or their respective representatives to hold, in confide =any and all lion,whether written or acke:Pg. 841 F.12.c oral,concerning the Tower Assets,except to the extant that Sailer can show that such information is generally available to and known by the public through no fault of Purchaser or Seller,respectively, E any of its respective Affiliates or their respective representatives_ If Purchaser, Seller or any of their respective Affiliates or their respective representatives are compelled to disclose any information by LU judicial or administrative process or by Applicable Laws,such party shall promptly notify the othr Party in writing and shall disclose only that portion of such information which the disclosing party is y advised by its counsel in writing is legally required to be disclosed,provided that the disclosing party shall use reasonable best efforts to obtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded such infomation. N B. NM-CQmR1figq. For the three (3) year period commencing on the Closing CO Date through and including the third(314)anniversary of the Closing Date(tine`&q9d9W except pursuant to the existing Tenant Leasers,neither Seller nor any of its Affiliates(and Seller will � ensue that now of their respective shareholders,partners,employees,representatives or agents)will, directly or indirectly,own or operate(whether as owner,partner,officer,director,employee,investor, lender or otherwise)any communications tower or site that is located within a two(2)mile radius of CD each Site. The Restricted Period shall be tolled with respect to Seller and its Affiliates during any period of violation of this covenant not to compete by any of them and during any other period CO 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 17 shall be determined by any court of carmpetent jurisdiction to be unenforceable by reason of its extending for too long a T period of time or over too large a geographical area or by reason of its being too extensive in any other respect, it shall be interpreted to extend only over the longest period of time for which it may eni'mromble, over the largest geographical area as to which it may be enforceable, andlor as N extensive in any other respect as to which it may be enforceable. SdIer acknowledges that both the < three(3)year length of time,the geographic scope,and the breadth of the non-competition provision set forth in this Secdm 17,13 are all considered by it to be reasonable given the mature of the business of Purchaser and are necessary to the protection of the business. 0 18. AZMjMWt_to C.00pmatt. Eacdr 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 W Applicable Law to comummatc the Purchase and(y)to refrain fiorn taking,or cause to be ref`airW from taking,any action and to refrain fiam doing or causing to be done,anything which could impede or impair the corhsnrnunation of the Purchase, including, in all cases, without Iimitation using its reasonable business efforts (i) to prcpam and file with the applicable Authorities as promptly as practicable after the execution of this Agreement all requisite applications and its thereto, N together with related information,data and exhibits,necessary to request issuance of orders approving CL the Purchase by all such applicable Authorities, (ii)to obtain all necessary or appropriate waivers, aartsenh;ss-and approvals, and (iii) to effect all registrations, filings and submissions necessary for Purchaser to own and operate the Sites. 19. [M.entionally Deletedd_ 24. Miscellaneous. A. This Agreement may be executed in multiple counterpartq, via facsimile or .PDF seat via email, which collectively shall constitute 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 Packet Pg.842 F.12.c law thereof. This Agreement sets forth the entire contract between the parties, is binding upon and inures to the benefit of the patties hereto and their respective heirs,successors and assigns,and may be cancelled,modified or amended only by a written agreement of both Seiler and Purchaser. LU B. All notices and otter communications which by any provision of this Agrometnt arc requirod or permitted to be given shall be giver in writing and shall be sent to such y other Person(s)or addre*es),as the party to receive any such notice or connmunication may have designated by written notice to the other party.Such notice shalt be damned given:(a)when received if given in person; (b) three(3)days after being deposited in the U.S. mail (certified or registered mail), with postage prepaid; and (c) if sent by a nationally or internationally recognized overnight delivery service,the day such overnight delivery services confirms delivery via tracking number. CO If to Purchaser: If to Seller. Datapath Vertical BridM LLC Tricorn Systems, Ltd e 750 Park of Commerce Drive,Suite 20D 2902 August Drive Boca Raton,FL 33487 Homestead, FL 33035 Attention:Geneml Counsel Attention;James E. Spisiak CO Deal: Telcom Systems With a copy to: CO Richard Josepher, Esq. 0) 2101 Corporate Blvd.,#107 Boca Raton, FL 33431 Email: ryosepher@floridatax.coni y Phone: 581-9A-7847 e C. 3u ictiorr:Service pf Process, Any action or proceeding seebing to enfnre a U any provision of,or based on any right arising out ot;this Agrerarrent,the Closing Documents and/or any collateral document shall be brought exclusively in any Unitcxd States federal court or state cowls W located in the State of Florida in the County of Miami-Dade and shall have jurisdiction over the patties with respect to any dispute or controversy between theca arising under or in connection with this Agreement,the Closing Documents,or any collateral document. Each of the parties irrevocably its to the exclusive jurisdiction of such courts(and of the appropriate appellate courts)in any such action of proceeding and waives any objection to venue laid dmmh. Process in any action or proceeding may be served on any party anywhere in the world. CL C. D. 5pSgift Performance. In the event Seller should refiise to per fi m any of its obligations under this Agreement or any Closing Docuarent,the randy at law would be inadequate, and for breach of such obligation, Purchaser shall, in addition to such other remedies as may be LU available to it at law or in equity,be entitled to injunctive relief and to enforce its rights by an action for specific performance to the extent permitted by Applicable Laws.Nothing herein contained shall be construed as prohibiting Purchaser from pursuing any other remedies available to it pursuant to the provisions of this Agreement, any Closing Document or Applicable Laws, including, without limitation,the recovery of damages.In the event of any dispute between the parties which results in E a legal action, the prevailing party shall be entitled to receive from the non-prevailing party Packet Pg.843 F.12.c rcimburseriearrt for rcasouable legal fees and expenses. Notwithstanding anything to the contrary, Sailer waives any remedy of specific performance against Pundmw. E E. This Agreement shall not be assignable by either party except that Purdmer may assign this Agreement to any Affiliate,any successor by operation of law,or by way of merger,consotid0im or sale of all or daily all of its assets.Any assignment carried out in y aceonlance with this Section 20 E shall not relieve the Purchaser of its obligations hereunder. This Agreement shall be binding upon and inure to the benefit of the parties and their succors and � permitted igns• CO CN F. EUgggL Each party shall bear its own legal fuses and costs incurred CN CO in connection with the transactions contemoated hereby.Pumhaser shall beer the costs of recordation of any of the using DourmettL Notwithstanding anything to the contrary in this Agreement,Sailer shall be solely responsible for paymam of any transfer or similar taxes incurred in rommlion with the transfer of the Tower Assets to Purchaser. 4- CD G. LjMjU&jW an Liabilily. Notwithstanding anything to the contrary contained N herein,Purchaser's liability for any breach of this Agreement shall be limited to Seller's acaW out- CO of-poelxe:t damages, inclusive of reasonable attorneys' fees, in no event to exceed CO H. No Recourse Aninst N9MM AfffliM. All claims, obiiZations,liabilities, or causes of adios(whether in contract or in tort;in law or in equity,or granted by statrite)that may be based upon, in respect of, arise under,an or by reason of, be connected with, or relate in any mama to this Agreeromt, or the reatiatioe, execution, or performance of this Agreement N (including, without limitation, any representation or warranty made in, in connection with, or as an inducement to,this Agreement),maybe made only against(and are those solely of)the entities that are expressly identified as parties in the preamble:to this Agreement(cub a`�C' WE arum Party"and collectively,the; amain Parties").No Persrnr who is not a Contracting Party,including without limitation any director, officer, employee, incorporator, member, partner, mmuWr, stockholder, affiliate,agent,attorney,or rotative of,and any financial advisor or lender fie,any Contracting Party, or any clmx*or, officer, employee, incorporator, me n ber, Partner, rrnmager, stoMmIder, affiliate, agent, attorney, or rep rscutedw o4 and any financial advisor or lender to, any of the � foregoing("NgaffigyAffili shall have say liability(rrvlretha in contractor in tort,in law or in equity,or grunted by statute)for any claims,causes of action,obligations,or liabilities arising under, ad 4 in connection with,or related in any manner to this Agreement or baud on,in respect of,or CN by reason of this Agreement or its negotiation, execution, perfomim=, or breach.; and, to the CL maximum extent permitted by law, each Contracting Patty hereby waives and releam all Such lia:li*des, clainns,cam of action, and obligations agar M any such Nonparty Affiliates. Without liamiting the foregoing,to the maximum extent pwaittaed by law,(a)each Catrdracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be availabk at law or in equity, or Vwftd by statute; to avoid or disregard the entity fwm of a Contracting Party or t+dmvise impose liability of a Contracting Party on any No uparty Affiliates, whether granted by statute or based on theories of equity,agency,control,ins ume ntality,alter ego, domination, scram, single business enterprise, Piercing the veil, unfaime underzapitalrndivn, or otherwise;and(b)each Contracting Party disclaims any reliance upon any Nonparty Affiliates with E respect to the pefori unm ofthis Agreement or any r+epresa tution or warranty made in,in conuac6on with,or,as an induaanicot to this Agreememt. Packet Pg.844 F.12.c 21. � As used in this Agreement, the tennis below shalt have the following meanings: E "Ali" means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, LU audit,notice of violation,proceeding,litigation,citation,summons,subpoena or investigation of any nature,civil,criminal,administrative,regulatory or odiawisc,whether at law or in equity. y "AffilieW mean-% with respect to any Person, (a) any other Person at the time directly or indirectly controlling,controlled by or under direct or indirect common control with such Person,(b) CD any cxecutive officer, director or senior mamgement of such Person, (c) with respect to any partnership,joint venuve,limited liability company,or similar entity,any general Partner or manager CO thereof, and (d) when used with respect to an individual, shall 'include any member of such individual's immediate family or a family trust_ "Ansfficab!;�,,aw"means any law of any Authority, whether domestic or foreign,to which a Person is subjat or by which it or any of its business or operations is subject or any of its property or assets is bound. CO "AMd=t " means any governmental or quasi-governmental body, whether admtni strative, ca executive:, judicial, legislative, police, regulatory, taxing,, or other authority, or any combination thereof, including any international, federal, state, territorial, county, city, municipal or other CO government or governmental or gtmi-governmental agency, arbitrator, authority, board, body, bra * bureau, or o=parable agency or Entity, commission, corporation, court, department, +ehst_ru_rneih_tality, mediator,pane],system or other political unit or subdivision or other Entity of any of the foregoing,whether domestic or foreign. y 0 " t "means all approvals"concessions,consents,frathdhises,licenses,certificates, permits,plans,registrations and other authorizations of all Authorities, including all zoning permits, y variances and building permits 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 Day" numns any day other than Saturday, Sunday or a day on which banking � institutions in New York New York arc required or authorized by Law to be closed. means any and all debts, liabilities, obligations, losses, damages, deficiencies, assessments and penalties, together with all Legal Actions, pending or th tutened, claims and I-- judgments of whatever kind and nature relating thereto, and all fees, costs, expenses and disbursements(including reasoimble attorneys' and other legal fees, costs and expenses)relating to any of the foregoing. "�" or. ` T means, with respect to any Tenant Lease, the tenant thereunder has corn unn eed paying regularly scheduled installments of rent pursuant to the terms dhereaf and has completed installation of its eguiptnemt on the Towers, -Qr,'or means, with respect to any Defed: (i) if Mating to a title matter, Seller � will proem for the benefit of Purcluiser an irrevocable commitment from a title:company to insure against any and all loss incurred or that may be incurred by Purchaser as a result of such Defect{with Packet Pg.845 F.12.c all costs and expenses relating to such title insurance to be paid by Seller;(ii)Seller agrees,in writing, to reimburse 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 lass in the value of the Tower Asset as a result of the Defect, as determined in l'urcluiser's reasonable discretion; or (iii) Seller has taken any other action with respect to the Ddcc t that causes such condition or matter to no longer constitute a Defect, as determined to Purchaser's reasonable discretion. y "&a►rirongiental Health and Safety RcauiEgMMW means all federal,state and local statutes, regulations, ordinances and other provWoms laving the force or effect of law, all judicial and `:' CD administradve orders and determinations,all contractual obligations and all common law concerning N public health and safety,worker health and safety,and pollution and pootectian of the envkorunegr4 CO including without limitation,all those relating to the pmence,use,production,generation,handling, transportation, truanent, storage, disposal, distn1whon, labeling, testing, processing, discharge, release,control,or cleanup of any hazardous materials,substances or wastes,chemical substances or mixtures, pesticides,pollutants, ovr taminwas,toxic chanicals, petroleum products or by products, 0. asbestos, polychlorinated biphenyls,noise or radiation,each as amended and as now or hereafter in CD effw. N CO "Enyb metal ftmitt" shall mean any Governmental Audwrizations required by or pursuant to any Environmental Health and Safety Requirements. CO "'E "means the United States Federal Aviation Administration,or any successor Authority. "' " means the United States Federal Camrntmkations Commission, or any successor Authority, y "`Goverrmne ntal Ayftda ti " means all approvals, concessions, consents, franchises, e licenses,permits,registrations and other authorizations of all pimeamne ntal authorities,in cormection with the Tower Assets. 0 "HIMM Mus: S an" shall me any substance that is teemed by any Environmental L) Health and Safety Requirements to be "lhazardoW' "toxic," a "contaminant" or `waste" or is W Wmwise regulated by any En ronmental Health and Safety Requirements_ "Included Tenant Alit"means a Tenant 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 licenser's interest under such Tenant Lease, (b)that is executed in writing and in full force and effect,(c)that CN has not expired and will not expire within five(5)years from the date hereof in manes with its CL terms,(d)is not on a`'month-o-month"term,(a)the tenant the minder is not currently involved in a baa��wy proceeding.(f)that has not otherwise been termurated(and Seller shall not have received any notice of temtination), (g) which has Commenced, (h)the tenant dxTu ukw may not temttnate for convenience except upon expiration of the term of any Tenant Lease,and(i)with respect to which theme is no material default on the part of either Seller or the tenant thereunder, including„ without lim itadon,any monetary default by such tenant for greater than thirty(30)days. '%Iga'shali mean any of the following:mortgage;lint(statutory or other);or other security agit^ecreertt, arrangement or interest; pledge; assigmnent; charge, attachment; garnishmtut; E encumbrance(including,without limitation,any easement,exception,reservatim or limitation,right � of way,and the like);conditional sale;title retention;p mempti►►e or similar right;any financing lease; Packet Pg.846 F.12.c the filing of any financing statement under the Uniform Connn ercial Code or comparable law of any jurisdiction; restriction on sale, transfer, assignment, disposition or other alienation; or any option, equity,claim or right of or obligation to,any other Person, of whatever kind and character. LU "Materiat Adverse Q nge"or"Matengi Adverse Effect" means a fact, condition, change, event or occurrence that is, or could reasonably be expected to become, individually or in the y aggregate, materially adverse to (a) the business, results of operations, condition (finarx ial or otherwise) or assets of Seller, (b) the value of the Tower Assets4 or (c) the ability of Seller to consummate the transactions contemplated hereby our a timely basis. N CO "NEPA7 means the National Environmental Policy Act of 1969,as amended. CO " Tom"means a"Notice to Airman"issued by and as such trnn is used by the FAA, "Ord me am any writ,order,judgment, injunction, decree, ruling or consent of or by are Authority. CD N CD "?g3pj.1JI4 LIVM inns" means, with respect to each Site, encumbrances to fee simple or CO C' leasehold title for(a)real estate taxes or other property taxes,assessments,yoverntntental charges or levies not yet due; (b) easements, right"f--way, zoning smatters, liceases, restrictions and similar encumbrances irncunul in the ordinary course of business that do not materially impair the marketability, use or operation of such Site as a eammwkications tower facility; mW (c) rights of � Tenants in possession of such Site pursuant to the Tenant Leases to be assigrwd to the Purchasers erm• Li •' shall mean (a) Liens on real estate or other property for taxes not yet e delinquent and those the non-payrnent of which is being diligently contested in good faint by appropriate proceedings and for which adequate rmcrvves have been set aside on the books of Seller y or for which Purchaser is receiving a credit;(b)Liens of carriers,warehousemen,mechanics,vendors (solely to the extent arising by operation of law), and materialmen or other similar erxxrmbrarnaes 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. ordinanom, casements of roads,privileges,or rights of public service compatnies. "fin means any natural individual or any entity. "Seller's Kpowledme"means both the actual knowledge and constructive knowledge of.lames � E. Spisiak and the Officers and managas of Seller, which should reasonably be expected to acquire CL by ordinary attentiveness to duty and by reasonably prudent internal inquiry given the nature of such irk ividiW's position and responsibilities. "Tax" or "fgad" shall mean, with respect to airy Person, (a) all tuxes, including withoutLU limitation any income(net,gross or other including recapture of any tax items such as imrestmeat tax credits),alternative or add-on minimum tarn, grass income,gross receipts, gains,sales, use, teasing, lease,user,ad valorem,transfer,recordin&franchise,profits,property, fuel,license,withholding an amounts paid to or by such Person, payroll, employment, uu mployment, social security, excise, severance, stamp, occupation, custom, duty or other tax, or other lice assessment or dnargc of any kind whatsoever, together with any interest, levities,assessments,dnarg m,penalties,additions to tax Packet Pg.847 F.12.c or additional amount imposed by any Authority,(b)any joint or several liability of such Peon with � any other Person far the payment of any amounts of the type descnlx d in(a),and(c)any liability of E such Person for the payment of any amounts of the type described in(a)as a result of any express or implied obligation to indemnify any other Person. "Tenant Lease"shall mean any written kale agemeut pursuant to which Seller bass demised y a leasehold interest,leasehoid estate or other real property interest in the Sites to a sublessee or tenant, including, without limitation,the associated access easements and rights of way including, without limitation,d»set forth in Scbahk l[al(iil. W CN N CO ISIGNATURE PAGE FOLL0WSJ 0 N a) CO CO 0 0 N I-. CL LU LU LU Packet Pg.848 F.12.c The parties have executed this Asset Purchase Agreement as an irtstrurnent under seal as of the day and year first written above. CD Ch M SELLER: PURCHASER LU Telcom Systems,Lt&, Datapath Y ftical Bridge,LLC, y a Florida limited partnership A Delaware ited liability company � By.Telcom Systems, Inc., By. a Florida corporation,its General Fanner Name: CN Title: CN CO BY Name: Jant" Title; Qat`� t N CO 0 0 N N- CL LU LU LU Packet Pg.849 F.12.c diedsk 1 i Towers �04 �til� ?J�1i�Y3�f}15E liid fi �i E�3 -� 1�r t cos � rm�5q�o��sao3 a m RM 4W W '✓ OR-Sm sa WKq R M MA 4UM 17Lr useSm rgr"M� StA&W gcwiro rqm a m mm a7m lui CO pan r ladam [ Aoki R 331H MM 4M A 0 N CO CO 0 0 N CL LU LU LU Packet Pg.850 F.12.c [Sdgnature Page to Bill of Sale] CD Ch M IN WITNESS WHEREOF,each party has caused this Bill of Sale to be duly executed and delivered in its name and on its behalf as of the date fast above written. SELLER: N Tekew System,Ltd., Co a Florida.limited partnership By:Telcom Systems, hie.,its General Partner 0 By: CD Name: Tide: Co PURGBASER: Ca C Datepath V Bridge,LLC, w a Delaware li ted liability company BY- E Name: Title: 0 N I-. CL LU LU LU Packet Pg.851 F.12.c EXHIBIT B. When Recorded Return to: w Fidelity National Title Insurance Corp. 7130 Glen Forest Drive, Suite 300 Richmond, VA 23225 y Prepared by: W cv Datapath Vertical Bridge, LLC 750 Park of Commerce Dr.. Suite 200 co Boca Raton. Florida 33487 Site Number: US-FL-5305 0 Site Name: Long Key Commitment# 28509554 co ASSIGNMENT AND ASSUMPTION OF GROUND LEASE ca T "PHIS ASSIGNMENT AND ASSUMPTION OF GROUND LEASE (this "Assi inn ttent") E is entered into as of this Lj:�% day of June, 2019 (the "Transfer Date"), by and between Telcom Systems, Ltd., a Florida limited partnership ("Ass_Ass!.gnor"), having an address at 2902 August y Drive, Homestead, Florida 33035, and Datapath Vertical Bridge, LLC, a Delaware limited e liability company, having an address at 750 Park of Commerce Drive, Suite 200, Boca Raton, Florida 33487 ("Asssignec"). y 0 WITNESETII WHEREAS,Assignor and Assignee have entered into an Asset Purchase Agreement dated as of the day of June, 2019 (the "Purchase Agreement", with capitalized terms used herein without definition having the meanings set forth therein), which provides for the purchase by Assignee from Assignor of the Tower Assets; and N WHEREAS, the Purchase Agreement requires that Assignor assign to Assignee all of CL Assignor's night, title, and interest as tenant under the Ground Lease.such Ground Lease being set forth on Exhibit A attached hereto; and i® WHEREAS, Assignor and Assignee now desire to effect and consummate the various transactions contemplated in the Purchase Agreement upon the terms and conditions therein set forth. NOW,THEREFORE,in consideration of 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 other as follows: t Packet Pg.852 F.12.c I Incorporation. The "Whereas" clauses set forth above are hereby incorporated into W and made part of this Assignment. 2. Assignment of Ground Lease. Assignor has bargained, assigned, transferred, sold and conveyed, and by these presents does hereby bargain, assign, transfer, sell and convey unto y 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 W and remainder of the term of the Ground Lease and any extensions or renewals thereof, all as set forth in the Ground Lease, the provisions of which are by this reference thereto incorporated CV herein, all free and clear of Liens other than Pennitted Liens. 1 Acceptance and Assurnntion of Ground Lease, 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 CD Ground Lease from and after the Transfer Date. CD T- Co 4. Representations. The representations and warranties contained in the Purchase Agreement with respect to the Ground Lease are incorporated by reference herein and made a part hercof as if fully set forth herein. I. Purchase A Free ent 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 convict or an apparent conflict between the provisions of this Assignment and the provisions of the Purchase A67eement, the provisions of the Purchase Agreement shall control, ?. Indemnification. The indemnification provisions contained in the Purchase Agreement are hereby incorporated by reference with respect to the Ground Lease. 3. Counterparts, acsimile Sig_att Cures. This Assignment may be executed in counterparts, each of which stealI be deemed to be an original, but which together shall constitute one and the same instrument. Facsimile or PDF signatures on this Assignment shall be deemed to be original signatures. cv 4. Successors and Assigns. This Assignment shall he binding upon and inure to the CL C. benefit of the parties hereto and their respective successors and assigns. Lu 5. Further Assurances. Assignor and Assignee agree that, from time to time, each of them %viII 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. [SIG,V.-t T'URE PAGE IMAIEDIATEL Y FOLLOR ING] 7 Packet Pg.853 F.12.c [Signature Page to Assignment and Assumption of Ground Lease] � CD W M IN WITNESS WHEREOF,the parties hereto have executed and delivered this Assignment to be effective as of the Transfer Date. Witnesses: W ASSIGNOR: N Telcom Systems,Ltd., co By: a Florida limited partnership Name: L.M 3 rauO5 9By: Telcom Systems, Inc., a Florida corporation, 0 its General Partner CD N By: By: co Nam James E. pisi c, Sr. Name: �!r+ +��c� Title: President ca STATE OF FLORIDA: COUNTY OF: 0 The foregoing instrument was acknowledged before me day of 2019 by S )s 4k Sr , the ►ys this of Telcom 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 1�r'Ir l►tdt-'S 41gnu as id ification. CL No Public Renee Arun Winslow Print Name: My Commission Expires: [NOTARY SEAL �,�w>x�ati+rr t My COWW"an:'Mato w 3 Packet Pg.854 F.12.c [Srgnalure Page to Assignment and Assumption of Ground Lease] 0) IN WITNESS WHEREOF,the parties hereto have executed and delivered this Assignment to be effective as of the Transfer Date. Witnesses: W ASSIGNEE: N Dat4e: cal Bridge,LLC, By: a Dliability company co Name: Julie A. Carson By: Namnre arm e Titlnd General Counsel CD By: co Name: U T STATE OF FLORIDA: 0 COUNTY OF PALM BEACH: 0 U The foregoing instrument was acknowledged before me this day of June, 2019 by thesV hfDatapath Vertical Bridge, LLC, a Delaware Omiled liability company, on behalf of the company. He is personally known to me or has produced as identification. • Gv�J N ?,Wary Public CL Print Name:_q_e�nn pyY My Commission Expires: a [NOTARY SEAL] �- ey,�€ y} W COW ISSM/FDIO pYk�RiEaC U 4 Packet Pg.855 F.12.c EXHIBIT A TO ASSIGNMENT AND ASSUMPTION OF GROUND LEASE 0) Site Number: US-FL-5305 Site Name: Long Kev Original Landlord Name: Monroe County, a political subdivision of the State of Florida Original Tenant Name: Telcom Systems, Ltd. Lease Exe Date: April 7, 2011 Q Recording information for Lease: N/A W cv co cv Ground Lease Description: See EXHIBIT A-I o 0 N ca co 0 0 N LU LU LU Packet Pg.856 F.12.c EXHIBIT A-I OF ASSIGNMENT AND ASSUMPTION OF GROUND LEASE � W 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 W Florida, to-wit: cv co All of the lands heretofore deeded to the Overseas Road and Toil 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 which 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 alsoCD 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 co constructed and operated between the center line dividing Sections Twenty-one(21) 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, South of Range 29 East, including all trestles, structures, bridges mid riparian rights, all in Monroe County, Florida, being part of the lands E deeded to the Overseas Road and Toil Bridge District by deed dated November 09, 1936, and recorded in Deed Record G-6, Pages 46-to 53, both inclusive, Monroe County, Florida, Public y Records. 0 LESS AND EXCEPT that portion of property conveyed to The Board of Parks and Historic y 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 ❑f the State of Florida by Deed dated January 01, 1970 and recorded January 21, 1970 in Deed Book 445, Page 774. CL r�. 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 Lu September 77, 1954 in Deed Book 15, Page 374. Lu Tax Parcel No. 00098780-000000 6 Packet Pg.857 F.12.c EXHIBIT A-1 OF ASSIGNMENT AND ASSUMPTION OF GROUND LEASE CONTINUE❑ � w Premises: Said interest being over ]and more particularly described by the following description: A tract of bW In a pat of Gmert meat Lot f. Seam & T. 66 L It 35 E. an L= v Key, N&wvm co Camive fiadft= cW beft nwm Poftul rly dowd3ed bV metes and bounds cagy fdlc� 0 Cmmarudnp at fha centwkw of U.S. Nbhway No. 1 and the Paint d Curve of SkMan 240M On 96.1 Fiodda fte Coast Rdtwc y RkM of Way and Thw-4 Mg3o boor Wang *w earlrfrforla of ca U.S. RWYOW No. 1 for a dMOnae of 330M feet to a polf; theca at dour vas cmd scuthecatedy E for a dManc:w Of SOD te6f10 ft plant of begh*v of the tl m4 of IwW h said N point of be4[rrAng ako bed an file ftht4"av Om of U-L MWMcy Nm 3; froM xdd y point of beckm1m confine becA and of ftM anow to UL fthwqy Nm i tar a ditMe of 300.0 feet to a point, tfier om of right E clgdss and nar#hewh* tar a d tomc* of =J) NO to a point; Wwmm of right an0as and nc&ww"f" a Inca cl 30U.ft feet to a p dnt on fh* so right-WANOV of U-L HOWDY No. I. theme baw scuftwaWoly donq ft southewleAV d0W* l-wcV One of U.& NWhwav No. f fvr a ones of 300.0 fart, back to the point of beginntna. 7 Packet Pg.858 F.12.c DRUG-FREE WORKPLACE FORM The undersigned vendor in accordance with Florida Statute 287.087 hereby certifies that: y (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 2 and specifying the actions that will be taken against employees for violations of such W prohibition. 2. Inform employees about the dangers of drug abuse in the workplace, the business' policy of maintaining a drug-free workplace, any available drag counseling, rehabilitation, and co employee assistance programs, and the penalties that may be imposed upon employees for drag abuse violations. 3. Give 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 co plea of guilty or noio contendere 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. N 6. Make a good faith effort to continue to maintain a drug-free workplace through y 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: (Signatu Date: Ds STATE OF: 1?j0r_idA2 LEGAL �� C44 CL COUNTY OF: _ 2lt?7 Subscribed and sworn to (or affirmed) before me, by means ofX physical presence or ❑ online U notarization, on (date) by _ /'WAY 020-0 (name of affiant). a he is personally known to me or has produced — (type of identification) as identification. , .. -- yy n NOTARY PUBLIC My Commission Expires: d5�ct� � v Packet Pg.859 F.12.c SWORN STATEMENT UNDER ORDINANCE NO. 010-1990 MONROE COUNTY, FLORIDA CD Ch ETHICS CLAUSE IP � ( mpany) ._. "...warrants that he/it 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 00 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 full amount of any fee, commission, percentage, gift, or consideration paid to the 0 former County officer or employee." Datapath vertical Bridge II, LLC CD N a) By: 00 T- (Signature Date: I-v?ogZQ STATE OF: Flare Aug Eca,� as i_ ie. COUNTY OF: Lf7} y G Subscribed and swom to (or affirmed) before me, by means of physical presence or ❑ online y G notarization, on (date)by flex -e {name of affiarrt). e/ he is personally known to me or has produced (type of E identification) as identification. CL 6p ate of Florida NOTARY PUBLIC son GG 266524 �- 22 y,►� YEE My Commission Expires: vc�ara.� Packet Pg.860 F.12.c PUBLIC ENTITY CRIME STATEMENT "A person or affiliate who has been placed on the convicted vendor list following a conviction for 0) 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 W of 36 months from the date of being placed on the convicted vendor list." N I have read the above and state that neither (Respondent's name) co nor any Affiliate has been placed on the convicted vendor list within the last 36 months. DataPath vertical Bridge 11, L.LC 0 By: N [Signatur Date: ca L EGAL � STATE OF: r1Ld COUNTY OF: el2.1 '1 0 Subscribed and swam to (or affirmed) before me, by means ofXphysical presence or❑ online notarization, on a (date) by U (name of affiant).&he is personally known to me or has produced (type of identification) as a; identification. tele of Florida CV[f:000'� on NOTARY PUBLIC G 26652a2 My Commission Expires: Qe,f 17 4 - Packet Pg.861 F.12.c Client#: 1700812 140VERTIBRI1 DATE[MMIODIYYYY] ACORD. CERTIFICATE OF LIABILITY INSURANCE 8JI312020 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. W If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on m this certificate does not confer any rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Jennifer Burton McGriff Insurance Services PH NE 866-548-4197 Ar,Q No E:t:410 480-4400 AIC No 5850 Waterloo Road,Suite 240 i E-MAIL ss:10 me Columbia, MD 21045 ADDRE _ennifer.burt riffinsurance.com .-n�. g _. 410 480 44Q0 INSURE S)AFFORDING COVERAGE NAIC fA INSURER _Hanover Insurance Company 22292 INSURED INSURER a:Fireman's Fund Insurance Company 21873 '✓ Vertical Bridge REIT LLC CD INSURER C:Lloyds CV 750 Park of Commerce Drive Co Suite 200 INSURER D: CV 00 Boca Raton,FL 33487 INSURER E 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 CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS 0 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 ADDLISUBIR POLICY EFF POLICY LTR TYPE OF INSURANCE IN SR POLICY NUMBER MMIDO MI MDD! EXP LIMITS A X COMMERCIAL GENERAL LIABILITY LHOA33010207 0610312020 06103/2021.pEACH �OCTCUR�RENCE S1 000,000 _ CLAIMS-MADE x OCCUR PREMISS Ea occcurrencea s1,00Q,QQQ _ tJ APPROVED RISK MANAGEMENT ME D EXP(Any one person) $1O 000 lIL .L� PERSONAL&ADV INJURY {$1, ,,Q GEN1 AGGREGATE LIMIT APPLIES PER: G I ENERAL AGGREGATE $2,000,000PR _ POLICY V ECOT x LDC PRODUCTS-CDMPIOP. AGG $2,000,000 E OTHER: 8-14-2020 -. -- g -- -- A "lITL+MO5,1'LE LIABILI?': AHQD961361 6103l2020 061612021 COMBINED SINGLE LIMITy 1,QQQ Q00 _ [Ea accident] $ + _ U7 x ANY AUTO BODILY INJURY(Per person) $ _ N OWNED SCHEDULED 80DILY INJURY(Per accident) $ 0 AUTOS ONLY AUTOS - - X AUTOS ONLY X NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY Per accident A X UMBRELLA LIAR X OCCUR UHQA33283606 6/0312020 Q6l0312021 EACH OCCURRENCE $10 00fl 000 EXCESS LIAB X CLAIMS MADE AGGREGATE _ $10,000,000 B DE❑ .i X,RETENTION SO _ SHX00024742058 _ 6/0312020.06103/2021l Each GpclAgg S25 000 040 _ A WORKERS COMPENSATION WHQA931504 610312020}06103l2021,X PER OTH- AND EMPLOYERS'LIABILITY STATUTE_ ..-.. ..— ANY PROPRIETORIPARTNERIEx ECU TIVE YIN N I E.L.EACH ACCIDENT $1 00Q 000 OFFICERINIEMEER EXCLUDED? � N 1 A - -- --- r --t (Mandatory in NHI E.L.DISEASE-EA EMPLOYEE $1 000 000 It yyes,describe under I DESCRIPTION OF DPERAT_IONS below _ _ _ _ _ E L DISEASE-POLICY LIMIT $1,000,000 - C Professional Liab LL0007400 6/03/2020 06103I2021� $2M Per Wrongful Act $2M Aggregate Cv CL r�. DESCRIPTION OF OPERATIONS 1 LOCATIONS I VEHICLES IACORD 101,Addkional Remarks Schedule,may be attached if more space is required) Re:Site ID US-FL-5389 Long Key IDS. If required by written contract,Monroe County Board of County uJ Corr::::._ ne a "w 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. uJ (See Attached Descriptions) CERTIFICATE HOLDER CANCELLATION Monroe Court Board Of C SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE County County THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Commissioners ACCORDANCE WITH THE POLICY PROVISIONS. 1111 12th Street,Suite 408 Key west,FL 33040 AUUTTHHOFUZZEEDREREPRESENTATIIVVEE 0 1983-2015 ACORD CORPORATION.All rights reserved. ACORD 25(201W03) 1 of 3 The ACORD name and logo are registered marks of ACORD #S263307901M26281428 JMBU packet Pg.862 F.12.c t DESCRIPTIONS (Continued from Page 1) *ADDITIONAL NAMED INSUREDS** AWN TOWER COMPANY B.A.G.K.TOWERS, LLC y BAY COMMUNICATIONS III,LLC BRT GROUP,LLC CIG COMP TOWER,LLC CIG SERVICES,LLC CIG WIRELESS CORP. DATA PATH VERTICAL BRIDGE, LLC 2 DATAPATH VERTICAL BRIDGE II, LLC Z:' GOTHAM VERTICAL BRIDGE,LLC INDEPENDENT TOWER&WIRELESS CORP. cv INLAND-VB,LLC 00 MIDWEST NT 1,LLC MIDWEST NT 2,LLC CJ NTCH-VB,LLC RANGE TOWERS, INC ROWSTAR, LLC TELCOM BRIDGE, LLC TOWER ECONOMICS COMPANY, LLC VS ACQUISITIONS 2018,LLC co VS LPE PARENT, LLC VS LPE,LLC VS MIDWEST I,LLC VS MIDWEST II,LLC VS MIDWEST III,LLC VS.US REIT,LLC VBA II, LLC(DE) VBA II, LLC(FL) c VBDTP, LLC VBHV, LLC VB4V4,LLC VB-JV5,LLC c CJ VB,JV6,LLC VB-S1 ASSETS,LLC VB-S1 ISSUER,LLC VBti51 PARENT,LLC VBT SUB 1,LLC VB-TC, LLC VERTICAL BRIDGE ACQUISITIONS II(FL) VERTICAL BRIDGE ACQUISITIONS III,LLC VERTICAL BRIDGE ACQUISITIONS,LLC CL VERTICAL BRIDGE AM II,LLC VI RTIGAL-B-RLDGE-AM,LLC VERTICAL BRIDGE BAY,LLC CJ 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 E VERTICAL BRIDGE DC,LLC VERTICAL BRIDGE DEVELOPMENT 11,LLC VERTICAL BRIDGE DEVELOPMENT,LLC VERTICAL BRIDGE EMPLOYEES,LLC SAGITTA 25.3(2016103) 2 of 3 #S26330790/M26281428 Packet Pg.863 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 00 VERTICAL BRIDGE STRUCTURES,LLC VERTICAL BRIDGE TOWERS II,LLC CJ 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 co VOGUE XIII,LLC CJ Berkley Assets, LLC VB Berkley,LLC VB Nimbus,LLC m 0 0 CJ cv N- CL CJ SAGITTA 25.3(2016103) 3 Of 3 #S263307901M26281428 Packet Pg.864 F.12.c This page has been left blank intentionally. c m 0) ns ns cn c w CD cv cv 00 CJ 0 CD cv co CJ ca CJ T N cn 0 cn c 0 CJ cv r® CL CJ ns Packet Pg.865 f cif F. 12.d w,4 MW �t t s �k ) t 1 d I s Packet Pg. 866 i����JjJ}i)2}ly4�ssartfl7$F � t;is'j t(1 ii��R `µ�hls Cl sit $,Sti i/ s yi i��rr; sV Iv slit sslis S} }tr 2 i;;i 1 Jr,flrs,„ s l (t s„ s t ��'�(('+i,1���l�j4f����t�ii�)) �};; sJ(i77t\14111 r��s}if}{}��fyt},is}\f7t}ssfl 1)rrjrl Utrrrsis 4?�sf {tsl l} t,rrlisii{s !si(�rtr ;sr< r r ' r t rr., ! t r i(il`;ift}��7};}>!l}11}i{��4t)�77(I2!}S lj lil llt l4 2 1ty�jl,t tt { 1r}{I rtit7l} `jr},1 7tS{r, fs 1727f v:s ( 7 i t�! ii ) t 7 t it J i s t ss Isr �Il}s>i \ Oj t' t i l 7 v tpr r ti j r I it s(if hri i+sl sir -.St v i fs s( lIt rt 4\f}lfty r t s r isr f 4y}I t r 4 rry } r r S n !rll , t+ l t1 s 4! 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