HomeMy WebLinkAboutPole Attachment Agreement - Nextel So/Crown Castle NG 0
CONSENT AND ASSIGNMENT AGREEMENT
(POLE ATTACHMENT AGREEMENT)
This Consent and Assignment Agreement ("Assignment") is made and effective this IYR,
day of J q n uu r y 201$ by and among the City of Miami Beach, a Florida
municipal corporation ("Landlord"), Nextel South Corp., a Georgia corporation ("Tenant") and
Crown Castle NG East, Inc., a Delaware corporation("Assignee").
Recitals
A. Assignee provides telecommunications services to wireless carriers through
distributed antenna systems and other facilities located within the United States.
B. Landlord and Tenant are also parties to a Pole Attachment Agreement dated April
1, 2006 (the "Agreement"). The Agreement provides, in relevant part, as follows:
"7.5. Assignment and Waiver of Liens. Licensee may not assign, or
otherwise transfer all or any part of its interest in this Agreement without
the prior written consent of the City; provided, however, that Licensee
may assign its interest to its parent company, any subsidiary or affiliate of
it or its parent company or to any successor-in-interest or entity acquiring
fifty-one percent (51%) or more of its stock or assets. Upon assignment,
Licensee shall be relieved of all future performance, liabilities, and
obligations under this Agreement, provided that the assignee assumes all
of Licensee's obligations herein...."
C. Tenant desires to assign and transfer all of its rights, interest and obligations in the
Agreement to Assignee, and Assignee desires to assume all such rights, interest and obligations
in the Agreement.
D. Landlord is willing to grant its prior written consent and agrees to the assignment
and transfer of all of Tenant's rights, interest and obligations in the Agreement to Assignee on
the terms and conditions set forth below.
NOW THEREFORE, the parties agree as follows:
1. Effective as of the date of this Assignment, Landlord hereby grants its consent to
Tenant and agrees to the assignment and transfer of all of Tenant's rights, interest and
obligations in the Agreement to Assignee, and Assignee hereby assumes all of Tenant's rights,
title, interest and obligations in the Agreement.
2. Tenant hereby bargains, sells, transfers, assigns and conveys unto Assignee all of
Tenant's right, title, interest and obligations in and to the Agreement, and Assignee hereby
accepts such assignment.
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3. This Assignment shall be governed by and construed in accordance with the laws
of the State of Florida, regardless of the laws that otherwise govern under the principles of
conflicts of laws.
4. This Assignment shall be binding upon and inure to the benefit of the parties
hereto and their respective designees, affiliates, successors and assigns.
5. In the event that any part of this Assignment is held to be void, invalid or
unenforceable in any respect, then the same shall not affect the remaining parts, which shall
continue in full force and effect.
6. This Assignment contains the entire understanding of the parties with respect to
the same. It may not be changed orally. This Assignment may be amended or modified only with
such writing being executed by the parties.
7. This Assignment may be executed in one or more counterparts, all of which shall
be considered one and the same agreement and shall become effective when one or more
counterparts have been signed by each of the parties and delivered to the other party, whether in
original or facsimile form, it being understood that all parties need not sign the same counterpart.
[no further text;signature page immediately follows]
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IN WITNESS WHEREOF, the parties have executed this Consent effective as of the date first
shown above.
CITY OF MIAMI BEACH NEXTEL SOUTH CORP.
By row By �--�
Pl Q Ifi flerrera 8owler
Printed Name Printed Name
a �. �,` ' ��' R. X16 tz. 4(oN7 7 S
Title le
INCORP ;0RA FD:
- --- .'.••., a`; CROWN CASTLE NG EAST, INC.
1l� B
y
ATTEST
Printed Name Richard A. Platt
Vice President - DAS and Small Cell Sales
Title .
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
rney, � Date
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