615-2015 RDA 615102015—
ROOFTOP LEASE AGREEMENT
This ROOFTOP LEASE AGREEMENT (this "Agreement") is entered into and effective as of the date
of the last signature below (the "Effective Date"), by and between the MIAMI BEACH REDEVELOPMENT
AGENCY (RDA), a Florida redevelopment agency created under chapter 163, Florida Statutes, ("Lessor"), and
CROWN CASTLE NG EAST LLC ("Tenant"), a Delaware limited liability company, authorized to do business
in the State of Florida.
RECITALS
WHEREAS,Lessor owns or leases the Property known as 1550 Collins Avenue,Miami Beach Florida (as
hereinafter defined);and
WHEREAS,Tenant wishes to use and occupy certain portions of the Property for the installation,location,
operation,maintenance,repair,upgrade,and removal of Equipment(as hereinafter defined);and
WHEREAS, the parties wish to enter into an agreement in which Lessor will grant to Tenant a non-
exclusive right to lease the Property for wireless communications services as defined at section 104-3,of the City of
Miami Beach's Code of Ordinances with the right to install, locate, operate, and maintain Equipment(as hereinafter
defined)on the Property.
NOW, THEREFORE, this Agreement is entered into between the Lessor and Tenant, in and for the
consideration of ten dollars ($10.00), and the rents and mutual covenants contained in this Agreement, the receipt
and legal sufficiency of which is acknowledged by both parties.
1. Recitals. The recitals above are incorporated herein and made a material part of this Agreement.
2. Definitions. The following terms as used in this Agreement are defined as follows:
"Approvals" means all certificates, permits, licenses and other approvals that are required by law for Tenant's
intended use of the Leased Premises.
"Building" means the building known as the parking garage located on the Property, all of which is owned or
controlled by Lessor, and portions of which are leased by Lessor to Tenant pursuant to this Agreement.
"Commencement Date"means November 1,2015.
"Equipment" means wireless communications facilities, as defined at Section 104-3 of the City of Miami Beach
Code of Ordinances and Section 337.401(3) of the Florida Statutes, including antennas, equipment, generators,
transmission lines, transmitters cables, structures, equipment shelters or cabinets, meter boards, utilities and related
improvements.
"Hazardous Material" means any substance which is (i)designated, defined, classified or regulated as a hazardous
substance, hazardous material, hazardous waste, pollutant or contaminant under any Environmental Law, as
currently in effect or as hereafter amended or enacted, (ii)a petroleum hydrocarbon, including crude oil or any
fraction thereof and all petroleum products, (iii)PCBs, (iv) lead, (v)asbestos, (vi)flammable explosives,
(vii)infectious materials, (viii)radioactive materials; radon gas, asbestos in any form which is or could become
friable, urea formaldehyde foam insulation, transformers or other equipment which contain dielectric fluid
containing levels of polychlorinated biphenyls in excess of federal, state or local safety guidelines, whichever are
more stringent; (c) any substance, gas, material or chemical which is or may hereafter be defined as or included in
the definition of"hazardous substances," "hazardous materials," "hazardous wastes," "pollutants or contaminants,"
"solid wastes," or words of similar import under any applicable governmental laws, rules, and regulations to be
known as "Environmental Laws." Environmental Laws" includes, but is not limited to, the Comprehensive
Environmental Response, Compensation and Liability Act, as amended, 42 U.S.C. § 9061 et seq.; the Toxic
Substances Control Act, 15 U.S.C. Sections 2601, et seq., the Hazardous Materials Transportation Act, 49 U.S.C.
5101, et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801, et seq.; the Resource
Conservation and Recovery Act, as amended,42 U.S.C. § 6901,et seq.; the Federal Water Pollution Control Act, as
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amended, 33 U.S.C. § 1251, et seq.; and Florida Statutes, Chapters 376 and 403; and (d) any other chemical,
material, gas, or substance, the exposure to or release of which is regulated by any governmental or quasi-
governmental entity having jurisdiction over the operations thereon, as said laws have been supplemented or
amended to date,the regulations promulgated pursuant to said laws and any other federal, state or local law, statute,
rule, regulation or ordinance which regulates or proscribes the use, storage, disposal, presence, clean-up,
transportation or release or threatened release into the environment of Hazardous Material.
"Lease Term"means a period of nine years and 364 days following the Commencement Date of this Agreement.
"Leased Premises" means that portion of the rooftop of the Building located on the Property with the address of
1550 Collins Avenue, Miami Beach, Florida, consisting of approximately 3,630 square feet of space on the rooftop
of the building, as defined in Exhibit B. The Leased Premises shall include non-exclusive access to the Building's
existing telephone distribution systems and facilities as well as vertical and horizontal risers and conduits in the
Building for the limited purposes of installing electrical power for the Equipment and connecting the Equipment to
fiber optic cable at the Building's demarcation point.
"Property" means the parcel of property that includes the Building located at 1550 Collins Avenue, Miami Beach,
Florida, as is more particularly described or depicted in Exhibit A, which exhibit is attached and incorporated by
reference into this Agreement.
"Permitted Use"means the installation, location,operation, maintenance,repair,replace and removal of Equipment
by Tenant.
"Rent" means an amount equal to $4,000.00 (Four Thousand Dollars)to be paid by Tenant to Lessor on or before
the first day of each month during the Lease Term.
3. Leased Premises; Survey. Effective as of the Commencement Date, Lessor leases to Tenant the Leased
Premises as described in Exhibit B, which exhibit is attached and incorporated by reference into this Agreement.
Tenant shall be entitled to the exclusive use the Leased Premises for the Permitted Use. Tenant acknowledges and
agrees that it is accepting possession of the Leased Premises in as-is condition.
4. Rent. Tenant shall pay to Lessor the Rent commencing on the Commencement Date All Rent or other
payments due hereunder shall be paid to the MIAMI BEACH REDEVELOPMENT AGENCY (RDA) at the
following address: City of Miami Beach, Finance Department, c/o Revenue Supervisor, 1700 Convention Center
Drive,Miami Beach,Florida 33139.
5. Escalation of Rent. The Lessor shall be entitled to an escalation in Rent under the following circumstances:
(a) Upon each anniversary of the Commencement Date and throughout the Lease Term,the Rent shall
be increased by three percent(3%)of the Rent due the prior year.
(b) Tenant currently allows three (3) customers to occupy space at the Leased Premises. For each
customer Tenant adds to the Leased Premises, Lessor shall be entitled to a pro-rata increase in
Rent based upon the number of existing Providers and additional providers [new customers are the
numerator, and the existing customers would be the denominator].
6. Rent Past Due. If any payment due from Tenant shall be overdue more than ten (10) calendar days, a late
charge of five percent(5%)of the delinquent sum may be charged by Lessor. If any payment due from Tenant shall
remain overdue for more than thirty(30)calendar days, an additional late charge in an amount equal to the lesser of
the highest rate permitted by law or one and one-half percent (1 1/2%) per month eighteen percent (18%) per
annum) of the delinquent amount may be charged by Lessor, such charge to be computed for the entire period for
which the amount is overdue and which shall be in addition to and not in lieu of the five percent(5%)late charge or
any other remedy available to Lessor. Tenant shall pay Lessor interest on unpaid annual payments at the rate of one
percent(1%)per month until the payment is made.
7. Security Deposit. Lessor acknowledges receipt of a security deposit in the amount of$24,000, and such security
deposit shall not constitute a license or lease fee, to be held by Lessor, without any liability for interest thereon, as
security for the performance by Tenant of all its obligations under this Agreement. Lessor shall be entitled to
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commingle the security deposit with Lessor's other funds. If Tenant defaults in any of its obligations under this
Agreement, Lessor may at its option, but without prejudice to any other rights which Lessor may have, apply all or
part of the security deposit to compensate Lessor for any loss, damage, or expense sustained by Lessor as a result of
such default. If all or any part of the security deposit is so applied,Tenant shall promptly restore the security deposit
to its original amount on demand of Lessor. Subject to the provisions of this Section, within thirty (30) calendar
days following termination of this Agreement, if Tenant is not then in default, the security deposit will be returned
by Lessor to Tenant. The security deposit shall be refundable, without interest, to Tenant upon termination of this
Agreement,provided the Lessor suffers no damages, set-offs, or lost Rent prior to termination of this Agreement.
8. Expansion of Leased Premises. Any attempt by the Tenant to expand the scope of the Leased Premises must be
requested in writing to the Lessor, shall be subject to the prior written approval of Lessor,which approval if given at
all shall be at Lessor's sole option and discretion, and if so approved, an addendum to this Agreement will be
entered into and executed by the parties, reflecting any new terms and leasehold payments by Tenant. The terms
shall be negotiated at that time and any expansion shall be contingent upon the successful negotiation of those terms.
However, any such action by Tenant will ensure that the Lessor's Building, its roof structure and membrane, walls
and foundation are not damaged by the scope of work for the expansion of the Leased Premises. Tenant shall be
solely responsible for repairing the Building due to any damage resulting from Tenant's expansion of the Leased
Premises.
9. Permitted Uses; Non-Exclusivity. During the Lease Term, Lessor grants to Tenant the non-exclusive right to
use the Leased Premises for the Permitted Use. Lessor may lease other areas of the Building, outside of the Leased
Premises.
10.Assignment,Sublease,and Licensing. Tenant shall not sublease,assign or license all or a portion of its interest
in this Agreement without prior notice and approval by Lessor, which approval shall not be unreasonably delayed or
denied. Tenant shall provide all relevant financial information relating to the proposed sub-lessee, licensee, or
assignee and all insurance in compliance with this Agreement. Upon approval of an assignment of this entire
Agreement by the Lessor, Tenant shall be relieved from any further liability or obligation under this Agreement.
Notwithstanding the foregoing, the transfer of the rights and obligations of Tenant to a parent, subsidiary, or other
affiliate of Tenant or to any successor in interest or entity acquiring fifty-one percent (51%) or more of Tenant's
stock or assets (collectively "Exempted Transfers") shall not be deemed an assignment for the purposes of this
Agreement and therefore shall not require the consent of the Lessor, provided that Tenant reasonably demonstrates
to the Lessor's lawfully empowered designee the following criteria (collectively the "Exempted Transfer
Criteria"): (a) such transferee will have a financial strength after the proposed transfer at least equal to that of
Tenant immediately prior to the transfer; (b) any such transferee assumes all of Tenant's obligations hereunder; and
(c) the experience and technical qualifications of the proposed transferee, either alone or together with Tenant's
management team in the provision of telecommunications or similar services, evidences an ability to operate the
Equipment/Leased Premises. Tenant shall give at least thirty (30) calendar days' prior written notice (the
"Exempted Transfer Notice") to the Lessor of any such proposed Exempted Transfer and shall set forth with
specificity in such Exempted Transfer Notice the reasons why Tenant believes the Exempted Transfer Criteria have
been satisfied. The Lessor Commission shall have a period of thirty (30) calendar days (the "Exempted Transfer
Evaluation Period")from the date that Tenant gives the Lessor its Exempted Transfer Notice to object in writing to
the adequacy of the evidence contained therein. Notwithstanding the foregoing, the Exempted Transfer Evaluation
Period shall not be deemed to have commenced until the Lessor has received from Tenant any and all additional
information the Lessor may reasonably require in connection with its evaluation of the Exempted Transfer Criteria
as set forth in the Exempted Transfer Notice, so long as the Lessor give Tenant notice in writing of the additional
information the Lessor requires with fifteen (15) calendar days after the Lessor's receipt of the original Exempted
Transfer Notice. If the Lessor Commission fails to act upon Tenant's Exempted Transfer Notice within the
Exempted Transfer Evaluation Period (as the same may be extended in accordance with the foregoing provisions),
such failure shall be deemed an affirmation by the Lessor that Tenant has in fact established compliance with the
Exempted Transfer Criteria to the Lessor's satisfaction. Tenant has the further right to pledge or encumber its
interest in this Agreement. Upon request to Lessor from any leasehold mortgagee, Lessor agrees to give the holder
of such leasehold mortgage written notice of any default by Tenant and an opportunity to cure any such default
within fifteen(15)calendar days after such notice with respect to monetary defaults and within thirty(30) calendar
days after such notice with respect to any non-monetary default.
11. Access. Lessor grants Tenant and all of its respective employees, agents, guests and contractors the non-
exclusive right of ingress and egress to the Leased Premises, including access over, upon, through and across the
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common areas, elevators, stairways, and driveways of the Building and the Property seven(7)days a week,twenty-
four(24)hours a day, for the installation,maintenance and operation of the Equipment. However, if Tenant plans to
access the property outside of normal business hours (normal business hours are Monday to Friday from 8a.m. to
5p.m.), Tenant shall notify the Lessor with at least 24 hours prior notice in writing, unless the need to enter the
Leased Premises is an emergency, which if not immediately addressed could cause property damage, loss of life or
limb, or other injury to persons.
12. Lessor's Right of Entry. The Lessor, or its authorized agent or agents, shall have the right to enter upon the
Leased Premises at all reasonable times for the purpose of inspecting same, preventing waste, making such repairs
as the Lessor may consider necessary and for the purpose of preventing fire,theft or vandalism. However,the Lessor
agrees that whenever possible, the Lessor shall provide reasonable notice, in writing, to Tenant, unless the need to
enter the Leased Premises is an emergency, as deemed by the Lessor at its sole discretion, which if not immediately
addressed could cause property damage, loss of life or limb, or other injury to persons. Additionally, Lessor shall
not touch any of the Equipment if Lessor accesses the Leased Premises, unless necessary as an emergency, as
defined herein. Nothing herein shall imply any duty on the part of the Lessor to do any work that under any
provisions of this Agreement the Tenant may be required to perform, and the performance thereof by the Lessor
shall not constitute a waiver of the Tenant's default. If the Tenant shall not be personally present to permit entry
onto the Leased Premises in the event of an emergency as described above, the Lessor, or its agents, may enter the
Leased Premises, including, without limitation, forcibly entering the Leased Premises, without rendering the Lessor
or such agents liable for damage caused by the forcible entry.
13. Installation and Maintenance.
(a) Exhibit B includes detailed engineering plans and specifications of the Leased Premises ("Tenant's
Plans") for Lessor's approval, which approval shall not be unreasonably withheld, conditioned or delayed.
Tenant shall apply for all required permits and zoning approvals necessary for the Permitted Use,as may be
required by the City of Miami Beach, and comply with the condition of said zoning approvals or permits.
Said zoning approvals and permits are required and may not be waived. In the event Lessor does not
provide to Tenant a written request for modifications to Tenant's Plans within thirty(30)business days of
its receipt of Tenant's Plans,then Tenant's Plans shall be deemed approved by Lessor.
(b) Tenant shall manage all engineering services, including intermodulation studies and all site engineering and
construction necessary to install, operate and maintain Equipment on the Leased Premises. The parties
acknowledge that in order to connect areas of the Leased Premises that are needed to make the Equipment
operational, Tenant shall have the right to install conduit, sleeves and cables connecting such locations and
Equipment, all as more fully described in Exhibit B.
(c) Tenant or its agents shall install, construct and maintain their Equipment on the Leased Premises at no cost
to the Lessor.
(d) Tenant shall,at its expense,keep and maintain the Equipment located on the Leased Premises in good,safe,
and clean order during the Lease Term. Tenant's alterations to the Leased Premises are to be performed in
a workmanlike manner. In compliance with Section 712.10, Florida Statutes, Tenant covenants that no
mechanics', laborers' or materialmen's liens are to be recorded against the Property. Tenant shall promptly
pay for all materials supplied and work done in respect of the Leased Premises by, through, or under
Tenant so as to ensure that no lien is recorded against any portion of the Leased Premises, Property, or
against Lessor's or.Tenant's interest therein. If a lien is so recorded, Tenant shall discharge it promptly by
payment or bonding. If any such lien against the Leased Premises, Property or Lessor's interest therein is
recorded and not discharged by Tenant as above required within fifteen (15) calendar days following
written notice to Tenant, Lessor shall have the right to remove such lien by bonding or payment and the
cost thereof shall be paid immediately from Tenant to Lessor. Lessor and Tenant expressly agree and
acknowledge that no interest of Lessor in the Leased Premises or Property shall be subject to any lien for
improvements made by Tenant in or for the Leased Premises, and Lessor shall not be liable for any lien for
any improvements made by Tenant, such liability being expressly prohibited by the terms of this
Agreement. In accordance with applicable laws of the State of Florida, Lessor has filed in the public
records of Dade County, Florida, a public notice containing a true and correct copy of this paragraph, and
Tenant hereby agrees to inform all contractors and material suppliers performing work in or for or
supplying materials to the Leased Premises of the existence of said notice. A breach of this provision may
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expose Tenant to liability for damages for, among other claims, slander of title. In the event that Lessor
prevails against Tenant on any claim for equitable relief or damages, Tenant shall be liable to Lessor for it
reasonable attorney's fees and costs. Tenant shall require all subtenants, agents, assigns, contractors, and
subcontractors to be placed on notice of this covenant and to affirm that they are prohibited from recording
liens against Lessor's Property.
(e) All installations and operations in connection with this Agreement shall comply with all federal, state, and
local laws, codes and regulations. Lessor assumes no responsibility for the licensing, operation or
maintenance of the Equipment.
(f) Lessor shall be responsible for the structural maintenance of the Building ("Building Work"). As the
Tenant's facilities are installed upon the roof of the Building,there may come a time that repairs are needed
for the roof, or roof replacement may be required. Tenant shall be responsible for all costs associated with
temporary or permanent relocation of the Equipment during the period the roof is being repaired or
replaced. The Building and Property are adjacent to the ocean, and in an area exposed to the elements and
potential hurricane and tropical storm events. As such,the parties agree and recognize that roof work to the
Building may be required, and provided this Agreement is not terminated pursuant to provision 31(C),
Tenant shall be solely responsible for the temporary relocation of its Equipment during the repair or
replacement. The Lessor shall not be responsible for the Tenant's loss of signal, transmission, or services
due to the replacement or repair of the roof. Tenant acknowledges that a material inducement in entering
into this Agreement is Tenant's acceptance of this condition. Tenant agrees to reasonably cooperate with
Lessor to facilitate any Building Work, provided however, to the extent practicable, the Building Work
should minimize the effects to Tenant's Equipment, and include suggestions as to the most cost effective
measures to minimize disruption to Tenant's Equipment. Lessor agrees to provide at least ninety (90)
calendar days' notice to Tenant of its intention to perform Building Work; except in the case of emergency
Building Work in which case Lessor shall give as much notice as possible under the circumstances.
(g) Lessor shall be solely responsible for ensuring that the Building is operated in compliance with all
applicable federal, state, and local laws, codes and regulations (the"Building Regulations"). Tenant may
give Lessor written notice of its failure to comply with said Building Regulations. In the event Lessor fails
to correct said violation(s) of the Building Regulations within thirty(30) calendar days upon receipt of said
notice,Tenant shall be entitled,but not obligated,to cause such work to be done as is necessary to make the
Leased Premises (and the Equipment located thereon) comply with such Building Regulations, and deduct
the cost of such work from future Rent otherwise due and payable by Tenant as set forth under this
Agreement.
(h) Tenant, and its employees, agents or invitees, shall take reasonable measures not to damage any portion of
the Building. Tenant shall be responsible for any damage to the Building or Property caused during
installation or repair of the Equipment onto the Leased Premises. Tenant shall have no duty to reimburse
Lessor for any expense associated with the normal wear and tear on the roof, or any other expense not
reasonably related to Tenant's use and occupancy of the Leased Premises.
(i) Tenant shall use only licensed contractors and subcontractors approved in writing by Lessor to complete
the construction and installation of Tenant's work, which approval shall not be unreasonably withheld or
delayed at the Leased Premises.
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14. Personal Property/Removal/Restoration. All improvements, Equipment or other property attached to or
otherwise brought onto the Leased Premises shall, at all times, remain the personal property of Tenant and, at
Tenant's option, may be removed by Tenant at any time during the Lease Term, provided, however, the Equipment
shall be removed within thirty (30) calendar days after the termination or expiration of this Agreement. Lessor
waives any and all rights it may have, including any rights it may have in its capacity as Lessor under this
Agreement to assert any liens, encumbrances or adverse claims, statutory or otherwise, related to or in connection
with the Equipment or a portion thereof. Tenant, in its sole discretion may remove the Equipment or any portion of
the Equipment at any time during the Lease Term of the Agreement, provided reasonable notice is provided to the
Lessor, and provided a payment and performance bond is provided to the Lessor, to secure the repairs to the
Building or Property, if applicable. Tenant will be responsible for the replacement of any trees, shrubs or other
vegetation damaged during the removal process. Tenant will not be required to remove from the Leased Premises or
the Property any foundation or underground utilities.
15. Utilities. Lessor shall not be responsible for any expense associated with the installation, maintenance or
operation of any Equipment installed on the Leased Premises by Tenant. With respect to the use of electric utilities,
Tenant shall directly contract with the local electric utility company servicing the Building and have such utility
company install, at the sole cost and expense of Tenant, separate metering devices to measure the usage attributable
to Tenant's use of the Leased Premises,and Tenant shall pay the electric utility company directly for such usage.
16. Indemnification. Tenant shall indemnify,defend and hold harmless Lessor,its officials agents,employees,and
volunteers from and against any and all liability, suits, actions, damages, costs, losses and expenses, including
reasonable attorney's fees, demands and claims for personal injury, bodily injury, sickness, diseases or death or
damage or destruction of tangible property or loss of use resulting therefrom(collectively, "Claims"), arising out of
any errors, omissions, misconduct or negligent acts of Tenant, its officials, agents, employees or subcontractors in
the performance of this Agreement, except to the extent such Claims are caused by the intentional misconduct or
negligent acts or omissions of Lessor, its officials,agents,employees or subcontractors.
17. Waiver of Claims and Rights of Subrogation. The parties hereby waive any and all rights of action for
negligence against the other on account of damage to the Property or to the Leased Premises resulting from any fire
or other casualty of the kind covered by property insurance policies with extended coverage, regardless of whether
or not, or in what amount, such insurance is carried by the parties. All policies of property insurance carried by
either party for the Equipment,Property or the Leased Premises shall include a clause or endorsement denying to the
insurer rights by way of subrogation against the other party to the extent rights have been waived by the insured
before the occurrence of injury or loss.
18. Taxes and Assessments. Lessor shall pay all real estate taxes on the Property. Tenant agrees to reimburse
Lessor for any documented increase in personal property taxes levied against the Leased Premises that are directly
attributable to Tenant's use of the Leased Premises. Lessor agrees to provide Tenant any documentation evidencing
the increase and how such increase is attributable to Tenant's use of the Leased Premises. Tenant reserves the right
to challenge any such assessment, and Lessor agrees to cooperate with Tenant in connection with any such
challenge. Tenant shall pay all personal, intangible, sales or use taxes associated with the installed Equipment on
the Leased Premises.
19. Insurance.
(a) Within ten(10) calendar days after the date hereof, Tenant shall provide to Lessor certificates of insurance
evidencing that Tenant has the required commercial general liability insurance required of Tenant under the
Agreement.
(b) In addition, Tenant shall provide to Lessor certificates of insurance evidencing that Tenant's general
contractor has in effect (and shall maintain at all times during the course of the work hereunder) workers'
compensation insurance to cover full liability under workers' compensation laws of the State of Florida
with employers' liability coverage; comprehensive general liability insurance for the hazards of operations,
independent contractors, products and completed operations (for two (2) years after the date of acceptance
of the work by Lessor and Tenant); and contractual liability specifically covering the indemnification
provision in the construction contract, such comprehensive general liability to include broad form property
damage and afford coverage for explosion, collapse and underground hazards, and "personal injury"
liability insurance and an endorsement providing that the insurance afforded under the contractor's policy is
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primary insurance as respects Lessor and Tenant and that any other insurance maintained by Lessor or
Tenant is excess and non-contributing with the insurance required hereunder, provided that such insurance
may be written through primary or umbrella insurance policies with a minimum policy limit of
$1,000,000.00. Lessor and Tenant are to be included as an additional insured for insurance coverages
required of the general contractor.
(c) Tenant's Insurance. Tenant shall, throughout the Lease Term (and any other period when Tenant is in
possession of the Leased Premises),maintain at its sole cost the following insurance:
(i) All risks property insurance, containing a waiver of subrogation rights which Tenant's insurers
may have against Lessor and against those for whom Lessor is in law responsible including,
without limitation, its directors, officers, agents, and employees,. Such insurance shall insure
property of every kind owned by Tenant in an amount not less than the full replacement cost
thereof(new),with such cost to be adjusted no less than annually.
(ii) Commercial general liability insurance. Such policy shall contain inclusive limits per occurrence
of not less than$1,000,000;provide for severability of interests;and include as additional insureds
Lessor and its affiliates and any mortgagee of Lessor, and any mortgagee of Lessor in connection
with a mortgage on the Facility.
(iii) Worker's compensation and employer's liability insurance in compliance with applicable legal
requirements.
(iv) Any other form of insurance which Tenant or Lessor, acting reasonably, requires from time to
time in form, in amounts, and for risks against which a prudent tenant would insure, but in any
event not less than that carried by comparable wireless communications facilities in Florida.
(v) All policies referred to above shall: (A) be taken out with insurers licensed to do business in
Florida and reasonably acceptable to Lessor; (B) be in a form reasonably satisfactory to Lessor;
(C) be non-contributing with, and shall apply only as primary and not as excess to any other
insurance available to Lessor or any mortgagee of Lessor; and (D) contain an undertaking by the
insurers to notify Lessor not less than thirty (30) calendar days prior to any, cancellation, except
for non-payment of premium. Certificates of insurance or, if required by a mortgagee, copies of
such insurance policies certified by an authorized officer of Tenant's insurer as being complete and
current, shall be available for review to Lessor promptly upon request, at the Tenant's place of
business. If Tenant fails to take out or to keep in force any insurance referred to in this section,or
should any such insurance not be approved by either Lessor or any mortgagee, and Tenant does
not commence and continue to diligently cure such default within five (5) business days after
written notice by Lessor to Tenant specifying the nature of such default,then Lessor has the right,
without assuming any obligation in connection therewith, to effect such insurance at the sole cost
of Tenant and all outlays by Lessor shall be paid by Tenant to Lessor as additional rent without
prejudice to any other rights or remedies of Lessor under this Agreement. Tenant shall not keep or
use in the Leased Premises any article which may be prohibited by any fire or casualty insurance
policy in force from time to time covering the Leased Premises.
The Tenant shall furnish the Certificates of Insurance to the Lessor prior to commencing any
operations under this Agreement, which certificates shall clearly indicate that the Tenant has obtained
insurance, in the type,amount and classifications, in strict compliance with this Section.
20. Hazardous Material
(a) Tenant's Obligation and Indemnity. Tenant shall not (either with or without negligence) cause or permit
the escape, disposal or release of any Hazardous Material on or from the Leased Premises in any manner
prohibited by law.
(b) If Tenant or its employees, agents, or contractors shall ever violate the provisions of subsection (a), above,
then Tenant shall clean up, remove, and dispose of the Hazardous Material causing the violation, in
compliance with all applicable governmental standards, laws, rules, and regulations and repair any damage
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to the Leased Premises or Property within such period of time as may be reasonable under the
circumstances after written notice by Lessor, provided that such work shall commence not later than thirty
(30)calendar days from such notice and be diligently and continuously carried to completion by Tenant or
Tenant's designated contractors. Tenant shall notify Lessor of its method,time, and procedure for any clean
up or removal of Hazardous Materials under this provision; and Lessor shall have the right to require
reasonable changes in such method, time, or procedure or to require the same to be done after normal
business hours if reasonably required for the protection of other tenants or occupants of the Building or
Property.
(c) Unless such claims or damages are the result of Lessor's negligence, Tenant agrees to defend, indemnify,
and hold harmless Lessor,against any and all claims, costs,expenses,damages,judgments,penalties,costs,
liability, losses, and the like (including any and all sums paid for settlement of claims, attorneys' fees, and
consultants' and experts' fees), which Lessor may hereafter be liable for, suffer, incur, or pay arising under
any applicable environmental laws,rules,and regulations and resulting from or arising out of any breach of
the covenants contained in this Section 21, or out of any act, activity, or violation of any applicable
environmental laws,rules,and regulations on the part of Tenant, its agents, employees, or assigns. Tenant's
liability under this Section 21 shall survive the expiration or any termination of this Agreement.
(d) Lessor's Obligation. Lessor shall not (either with or without negligence) cause or permit the escape,
disposal or release of any Hazardous Material on or from the Property or the Leased Premises in any
manner prohibited by law. '
21. Interference with Tenant's Business. Tenant shall have the non-exclusive right to construct, install and
operate Equipment that emit radio frequencies on the Property. Lessor agrees that it will not permit the
construction, installation or operation on the Property of any equipment or device that directly interferes with the
Permitted Use.
22. Default.
(a) Notice of Default; Cure Period. In the event that there is a default by Lessor or Tenant (the "Defaulting
Party") with respect to any of the material provisions of this Agreement or Lessor's or Tenant's
obligations under this Agreement, the other party (the "Non-Defaulting Party") shall give the Defaulting
Party written notice of such default. After receipt of such written notice, the Defaulting Party shall have
thirty (30) calendar days in which to cure any monetary default and sixty (60) calendar days in which to
cure any non-monetary default. The Defaulting Party shall have such extended periods as may be required
beyond the sixty (60)calendar day cure period to cure any non-monetary default if the nature of the cure is
such that it reasonably requires more than sixty (60) calendar days to cure, and Defaulting Party
commences the cure within the sixty (60) calendar day period and thereafter continuously and diligently
pursues the cure to completion. The Non-Defaulting Party may not maintain any action or effect any
remedies for default against the Defaulting Party unless and until the Defaulting Party has failed to cure the
same within the time periods provided in this Section.
(b) Consequences of Tenant's Default. In the event that Tenant is in default beyond the applicable periods set
forth above, Lessor may, at its option, upon written notice: (i)terminate this Agreement provided that
Lessor has been materially and substantially harmed by such default; (ii)take any actions that are
consistent with Lessor's rights; or (iii)sue for injunctive relief, sue for specific performance, or sue for
'damages. In no event shall Tenant be liable to Lessor for consequential, indirect, speculative or punitive
damages in connection with or arising out of any default.
(c) Consequences of Lessor's Default.'In the event that Lessor is in default beyond the applicable periods set
forth above, Tenant may, at its option, upon written notice: (i)terminate this Agreement, vacate the Leased
Premises and be relieved from all further obligations contained herein; (ii)perform the obligation(s) of
Lessor specified in such notice, in which case any expenditures made by Tenant in so doing shall be
deemed paid for the account of Lessor and Lessor agrees to reimburse Tenant for said expenditures upon
demand; (iii)take any actions that are consistent with Tenant's rights; or (iv)sue for injunctive relief, sue
for specific performance, sue for damages, or set-off from Rent any amount expended by Tenant as a result
of such default. In no event shall Lessor be liable to Tenant for consequential, indirect, speculative or
punitive damages in connection with or arising out of any default.
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23. Termination; Effect of Termination.
(a) After thirty-six (36) months from the effective date of this Agreement either party may terminate this
eighty 180
upon one-hundred and eigh
Agreement for convenience (without cause) p b ( ) calendar days' prior
written notice by either party.
(b) Effect of Termination. Upon termination by either party, this Agreement shall become null and void and
neither party shall have any further rights or duties hereunder, except that: (i) any monies owed by either
party to the other up to the date of termination shall be paid within thirty (30) calendar days of the
termination date; (ii) any defaults that occurred prior to the termination date shall be cured; and (iii) any
provision hereof which, by its nature, is intended to survive the termination of this Agreement shall so
survive.
(c) Either party may terminate this Agreement prior to the expiration of the Lease Term (i) on account of a
material breach of this Agreement by the other party, which has not been cured within thirty (30) calendar
days from the date of receipt of written notice of such breach from the party seeking termination; (ii) on
account of any condemnation of the Leased Premises by any governmental authority; (iii) on account of
any substantial damage, destruction or other casualty that renders the Leased Premises temporarily or
permanently unsuitable for Tenant's use; and, or (iv) transfer of ownership of the Leased Premises to a
third party.
(d) Termination shall be effective (i) as of the end of the notice period in the case of any uncured material
breach; (ii) as of the date of transfer of title in the case of any such condemnation; and(iii)as of the date of
occurrence in the case of any such substantial damage,destruction or other casualty.
(e) Tenant may terminate this Agreement prior to the expiration of the Lease Term upon not less than sixty
(60) day's prior written notice to the Lessor in the event that (i) Tenant is unable to use the Leased
Premises in the manner anticipated by Tenant at the time the Agreement was executed;(ii)Tenant is unable
to obtain any certificate, license, permit, authority or approval from any governmental authority necessary
for installing, removing, replacing, maintaining and, or operating the Equipment and, or using the Leased
Premises in the manner anticipated by Tenant at the time the Agreement was executed; and, or (iii) any
such certificate,license,permit, authority or approval previously issued or given is canceled,expires, lapses
or is otherwise withdrawn or terminated by such governmental authority.
(f) Lessor shall have no liability to the Tenant for future profits or losses in the event of termination under this
Section 24.
(g) The rights and remedies of Lessor and Tenant provided in this provision shall not be exclusive and are in
addition to any other rights and remedies provided by law or under this Agreement. All rights and remedies
shall be cumulative and non-exclusive of each other. No delay or omission by Lessor or Tenant in
exercising a right or remedy shall exhaust or impair the same or constitute a waiver of,or acquiescence to a
default.
24. Casualty and Condemnation.
(a) In case of damage to the Building by fire or other casualty,Lessor shall, at its expense,cause the damage to
be repaired to a condition as nearly as practicable to that existing prior to the damage with reasonable speed
and diligence. If the Leased Premises is not useable-for any reason, Rent under this Agreement shall be
abated from the date of the occurrence of such damage or destruction until the Leased Premises can again
be used for Tenant's intended purposes. In the event the damage is so extensive that Lessor decides, in its
reasonable discretion, not to repair or rebuild the Building, this Agreement shall be terminated as of the
date of such casualty, and the Rent(taking into account any abatement as aforesaid)shall be adjusted to the
termination date and Tenant shall thereupon promptly vacate the Leased Premises.
(b) If all or substantially all of the Property or the Leased Premises shall be taken in the exercise of the power
of eminent domain by any governmental or other authority, or by deed in lieu of condemnation,then either
party may terminate this Agreement by providing written notice to Lessor within thirty(30) calendar days
of such condemnation or eminent domain action, which termination shall be effective as of the date of the
vesting of title in such taking and any prepaid Rent shall be apportioned as of said date and reimbursed to
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Tenant. Lessor and Tenant shall each be entitled to pursue their own separate award with respect to such
taking. In the event of any taking of less than all or substantially all of the Property or Leased Premises,
this Agreement shall continue and each, Lessor and Tenant, shall be entitled to pursue their own separate
awards with respect to such taking.
25. Surrender of the Property. Upon the expiration or early termination of this Agreement, Tenant shall, within
thirty(30)calendar days,remove its Equipment and restore the Leased Premises to its original condition,reasonable
wear and tear excepted. Lessor and Tenant agree and acknowledge that all of the Equipment is and shall remain the
personal property of the Tenant. Subject to Tenant's performance of its obligations hereunder,Tenant shall have the
right to remove the same, whether or not said items are considered fixtures and attachments to real property under
applicable law.
26. Quiet Enjoyment,Title,and Authority.
(a) Lessor covenants and warrants that: (i)it has the authority to execute this Agreement and has the power to
grant the rights hereunder; (ii)it has title to the Leased Premises free and clear of any liens, mortgages,
restrictions or other encumbrances that will interfere with the Permitted Uses of the Leased Premises;
(iii) its execution and performance of this Agreement will not violate any laws, ordinances, covenants, or
the provisions of any mortgage, license or other lease binding on Lessor; and (iv)Tenant shall have the
quiet enjoyment for the purposes as defined in this Agreement of the Leased Premises, and Tenant shall not
be disturbed as to those uses as long as Tenant is not in default beyond any applicable grace or cure period.
(b) To the Lessor's knowledge, the Building is properly permitted, and is in compliance with all applicable
laws, including all zoning, occupational and permitting laws and requirements. All such property,
including improvements, related heating, electrical, plumbing and other building equipment: (i)have been
and will be maintained by Lessor in accordance with normal industry practice; (ii)are and shall remain in
working order adequate for normal operations; (iii)are and will remain in good operating condition and
repair (subject to normal wear and tear); and (iv)are and will remain suitable for the purposes for which
they are presently used.
(c) Lessor covenants and agrees that Lessor shall, at all times during the Lease Term, maintain in good, sound,
and substantial repair and condition,the Building upon which the Leased Premises is situated.
27. Sale of the Property. If Lessor sells all or part of the Property of which the Leased Premises is a part, then
such sale shall be under and subject to this Agreement and Tenant's rights hereunder. Any sale or transfer of real
property which is now or may in the future be subdivided or otherwise separate from the Property and over which
Tenant has the right of access or utility connections to the Leased Premises will be subject to Tenant's rights
hereunder. Lessor will notify Tenant of any sale or transfer, and will cause the transferee to execute any
document(s) (in form acceptable to Tenant)reasonably required by Tenant to memorialize Tenant's rights under this
Agreement, and to ensure proper notice and payment of Rent to such transferee. Each party agrees upon written
request of the other to promptly execute such truthful estoppels, non-disturbance and/or attornment agreements as
may be necessary in the event of any sale or transfer of the Property.
28. Successors and Assigns. The terms of this Agreement shall constitute a covenant running with the Property for
the benefit of Tenant and its successors and assigns and shall extend to and bind the heirs, personal representatives,
successors and assigns of the parties hereto and upon each person having any interest therein derived through any
owner thereof.
29. Mortgages. This Agreement shall be subordinate to any mortgage given by Lessor which currently encumbers
the Leased Premises, provided that any mortgagee shall recognize the validity of this Agreement in the event of
foreclosure. In the event that the Leased Premises is or shall be encumbered by such a mortgage,Lessor shall obtain
and furnish to Tenant a non-disturbance agreement for each such mortgage,in recordable form.
30. Title Insurance. Tenant, at Tenant's option, may obtain title insurance on the Leased Premises. Lessor shall
cooperate with Tenant's efforts to obtain title insurance by executing documents or obtaining requested
documentation as required by the title insurance company.
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31. Lessor's Waiver. Lessor hereby waives and releases any and all liens,whether statutory or under common law,
with respect to any of Lessor's personal property now or hereafter located on the Leased Premises.
32. Sovereign Immunity,Maximum Liability,Waiver of Certain Damages and Attorney's Fees.
(a) Lessor does not waive sovereign immunity under 768.28, Florida Statutes, for any claim for breach of
contract or for an award of prejudgment interest; provided, however, that in any action arising out of or to
enforce this contract, the prevailing party shall be entitled to its reasonable attorney's fees and costs. Section
768.28, Florida Statutes provides that the Lessor shall not be liable to pay a claim or a judgment by any one
person which exceeds the sum of$200,000 or any claim or judgment or portions thereof, which when totaled
with all other claims or judgment arising out of the same incident or occurrence,exceeds the sum of$300,000.
(b) In any proceeding against Lessor its maximum liability to Tenant shall not exceed its annual payment to
Tenant for the year in which the liability arose. Lessor shall not be liable to Tenant for damages, penalties or
expenses in excess of its annual payment to the Tenant for the year in which the liability arose.
(c) Nothing contained herein shall be construed or interpreted as denying to either party any remedy or defense
available to such party under the laws of the State of Florida or federal law. Tenant and Lessor each waives any
claims that each may have against the other with respect to consequential, incidental, punitive or special
damages,however caused,based on any theory of liability.
33. Recording. Tenant shall have the right to record a memorandum of lease with the appropriate recording
officer. Lessor shall execute and deliver such a memorandum, for no additional consideration, promptly upon
Tenant's request.
34. Entire Agreement; Governing Law; Time. This Agreement and the Exhibits, if any, attached hereto are
incorporated herein and set forth the entire agreement between Lessor and Tenant concerning the subject matter of
this Agreement, and there are no other agreements or understandings between them. This Agreement and its
Exhibits may not be modified except by agreement in writing executed by Lessor and Tenant. In the event of any
conflict,the terms of this Agreement will govern over the provisions of any documents referenced hereto.
35. No Partnership. The parties hereby acknowledge that it is not their intention under this Agreement to create
between themselves a partnership, joint venture, tenancy in common, joint tenancy, co ownership, or agency
relationship. Accordingly, notwithstanding any expressions or provisions contained herein, nothing in this
Agreement, whether based on the calculation of rental or otherwise, shall be construed or deemed to create, or to
express an intent to create, a partnership,joint venture, tenancy in common,joint tenancy, co ownership or agency
relationship of any kind or nature whatsoever between the parties hereto. The provisions of this section shall survive
expiration of the Lease Term.
36. Interpretation. Any defined term in this Agreement shall be equally applicable to both the singular and the
plural form of the term defined. The word"or" is not exclusive and shall mean"and/or"unless indicated otherwise
and the word"including" is not limiting and shall mean "including, without limitation." References to a Section or
Exhibit mean a Section or Exhibit contained in or attached to this Agreement unless specifically stated otherwise.
The caption headings and numbering in this Agreement are for convenience and reference only and do not define,
modify, or describe the scope or intent of any of the terms of this Agreement. This Agreement shall be interpreted
and enforced in accordance with its provisions and without the aid of any custom or rule of law requiring or
suggesting construction against the party drafting or causing the drafting of the provisions in question.
37. Notices and Contracting Representatives. All notices hereunder shall be in writing and shall be given by
(a)established national courier service which maintains delivery records; (b)hand delivery; or (c)certified or
registered mail, postage prepaid, return receipt requested. Notices are effective upon receipt, or upon attempted
delivery if delivery is refused or if delivery is impossible because of failure to provide reasonable means for
accomplishing delivery. The notices shall be sent to Lessor and Tenant at the addresses below. Any such notice or
other instruments shall be deemed to have been given and received on the day upon which personal delivery is made
or, if mailed, then forty eight (48)hours following the date of mailing. Either party may give notice to the other of
any change of address and after the giving of such notice, the address therein specified is deemed to be the address
of such party for the giving of notices. If postal service is interrupted or substantially delayed, all notices or other
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instruments shall be delivered in person or by overnight express mail courier. For the purposes of this Agreement,
the contracting representatives are as follows and notice shall be provided to the persons listed below:
Tenant Lessor
Crown Castle NG East LLC MIAMI BEACH REDEVELOPMENT
c/o Crown Castle USA Inc. AGENCY(RDA)
Attn: E. Blake Hawk, General Counsel Jimmy L. Morales,
2000 Corporate Drive Executive Director
Canonsburg, PA 15317-8564 1700 Convention Center Drive
Fourth Floor
Miami Beach,Florida 33139
With a copy to:
Crown Castle NG East LLC Raul J.Aguila,
2000 Corporate Drive RDA Attorney
Canonsburg,PA 15317-8564 City of Miami Beach
Attn: Legal Department 1700 Convention Center Drive
Fourth Floor
Miami Beach,Florida 33139
38. Record Retention. Tenant shall comply with the State of Florida public record retention requirements and
shall maintain a copy of all documents reflecting services rendered to the Lessor for three (3) years after the
termination of this Agreement, and final payment has been made and all other pending matters are closed. Further,
Tenant shall provide access to the Lessor, or any of Lessor's duly authorized representatives, to any books,
documents, papers, and records which are directly pertinent to this.Agreement for the purpose of making audit,
examination, excerpts and transcriptions. However, Tenant shall not be obligated to provide to Lessor any third
party agreements which Tenant has entered into with other parties, except to the extent necessary to verify the
number of tenants occupying the Leased Premises, which in such case, Tenant shall only be obligated to furnish the
cover and signature pages, as well as that portion of the agreement pertaining to dates of tenancy.
39. Applicable Law, Jurisdiction, Venue. This Agreement shall be construed in accordance with the laws of
Miami-Dade County, and the State of Florida, regardless of conflict of law principles. Venue shall be in Miami-
Dade County.
40. Trial By Jury. LESSOR AND TENANT EACH HEREBY WAIVES ITS RIGHT TO A JURY TRIAL OF
ANY ISSUE OR CONTROVERSY ARISING UNDER THIS AGREEMENT.
41. Partial Invalidity. Should any section or any part of any section of this Agreement be rendered void, invalid or
unenforceable by any court of law, for any reason, such a determination shall not render void, invalid or
unenforceable any other section or part of any section of this Agreement.
42. IRS Form W-9. Lessor agrees to provide Tenant with a completed IRS Form W-9, or its equivalent, upon
execution of this Agreement and at such other times as may be reasonably requested by Tenant. In the event the
Property is transferred, the succeeding_Lessor shall have a duty at the time of such transfer to provide Tenant with a
completed IRS Form W-9, or its equivalent, and other related paper work to effect a transfer in Rent to the new
Lessor. Lessor's failure to provide the IRS Form W-9 within thirty (30) calendar days after Tenant's request shall
be considered a default and Tenant may take any reasonable action necessary to comply with IRS regulations
including withholding applicable taxes from Rent payments.
* * * * * SIGNATURE PAGE TO FOLLOW* * * * *
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IN WITNESS WHEREOF, Lessor and Tenant having read the foregoing and intending to be legally
bound hereby,have executed this Agreement as of the Effective Date.
LESSOR: MIAMI BEA REDEVELOPMENT
AGENCY.'(RDA)
ess
By: =KW-
/
Print N e: Jimmy Morales
lkia, / Print Ti (if any): Executive Director
1 •ss Date: .7 (I Di
STATE OF FLORIDA )
SS:
COUNTY OF MIAMI-DADE)
I HEREBY CERTIFY that on this day, before me, an officer duly authorized in the State
aforesaid and in the County aforesaid to take acknowledgments, the foregoing instrument was
acknowledged before me by Jimmy Morales, as Executive Director of MIAM BEACH
REDEVELOPMENT AGENCY (RDA),who is personally known to me.
�. WITNESS my hand and official seal in the County and State last aforesaid this /3 day of
Jml ,2015. /
,/
otary Publ i z ,of FlorickiAcmpuo l
My Commission Expires: '*1 MY COMMISSION#FF 155322
i,�a
..,��.-a: EXPIRES:August 27,2018
,t 06 °4'� Bonded Thru Notary Public Underwriters 1
ATTEST. / +�o�,101‘11 4%�� Witnesses:
Ai ++�� 4,
Rafael r.Granado, ity Cler, ! '• e
i
iP OR 11 is "LL Pint . I. ;.
VA .4\ / "v∎.:�4►`►
''')>,:-.9'.<$.'....7.7.•'''' Q Signature
APPROVED AS TO FORM .. RIQI-Ytt.W v 0 u
AND LANGUAGE AND Print Name
FO' EXECUTION
1 y----
A r orney Dated
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TENANT:
CROWN CASTLE NG EAST LLC,
a Delaware limited liability company
Witness
By:
Print Name:
Print Title(if any):
Witness Date:
STATE OF )
SS:
COUNTY OF )
I HEREBY CERTIFY that on this day, before me, an officer duly authorized in the State
aforesaid and in the County aforesaid to take acknowledgments, the foregoing instrument was
acknowledged before me by , as of CROWN CASTLE NG EAST
LLC, a Delaware limited liability company, who is personally known to me or who has produced a valid
driver's license as identification.
WITNESS my hand and official seal in the County and State last aforesaid this day of
,2015.
Notary Public, State of Florida
My Commission Expires:
14
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