HomeMy WebLinkAboutRes 22-05 Vertical Bridge Communication TowerTOWN OF WESTLAKE
RESOLUTION NO. 22-05
WJ'JERE4 AS, the Town Council find that there is a need for improvement of cellular
coverage in or around the FM 1938 and Dove Road intersection; and
WHEREAS, Vertical Bridge Development, LLC, desires to lease Town property to
Vertical Bridge Development, LLC, to utilize Town owned property for the purpose of erecting;
installing, operating and maintaining, repairing and replacing a radio or communication tower.;
and
WHERF1,AS, the proposed lease with Vertical Bridge Development will provide for the
construction of a coirmiunication tower that will allow cellular carriers to install equipment to
improve cellular reception; and
WHERE AS, the Town Council find that the leasing of Town property provides sound
infrastructure planning consistent with goals and objectives within the adopted strategic plan,,,
and
WHEREAS, the Town Council authorize the Town Manager to execute a lease on behalf
of the Town of Westlake; and
WHEREAS, the Town Council finds that the passage of this Resolution is in the best
interest of the public.
NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN
OF 'WESTLAKE, TEXAS:
SECTION 1: All matters stated in the Recitals above are found to be true and correct and
are incorporated herein by reference as if copied in their entirety.
SECTION 2: The Tovai Council of the Town of Westlake hereby approves, the Lease
with Vertical Bridge Development, LLC, to utilize Town owned property for the purpose of
erecting, installing, operating and maintaining, repairing and replacing a radio or communication
tower, attached as Exhibit "A", and further authorizes the Town Manager to execute the lease on
behalf of the Town of Westlake, Texas,
Resolution 22-05
Page I of:2
SECTION 3: if any portion of this Resolution shall., for any reason, be declared invalid
by any court of competent jurisdiction, such invalidity shall not affect the remaining provisions
hereof and the Council hereby determines that it would :have adopted this Resolution without the
invalid provision.
SECTION 4: That this resolution shall become effective from and after its date of
passage.
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APPROVED AS TO FORM:
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L. Stanton Lowry, Town Attorney
Lau'& Wheat, Mayor
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Amanda DeGan, Town Manager
Resolufion 22-05
Page 2 of 2
Landlord® Tenant:
Town of Westlake Vertical Bridge Development, LLC
1500 Solana Blvd, Suite 7200 750 Park of Commerce Drive, Suite 200
Westlake, TX 76262 Boca Raton, FL 33487
Site 4- US-TX-7008
Site Name: Dove Road
LEASE AGREEMENT N"Vwnber-
11
THIS LEASE AGREEMENT (this "Agreement") is made this e,-� day o
2022 (the "Effective Date"), by and between Town of Westlake, a mui, ipal corporation
("Landlord"), whose address is 1500 Solana Blvd, Suite 7200, Westlake, TX 76262, and Vertical Bridge
Development, LLC, a Delaware limited liability company ("Tenant"), whose address is 750 Park of
Commerce Drive, Suite 200, Boca Raton, FL 33487.
WHEREAS, Landlord owns certain real property located in the County of Tarrant, in the State of
Texas, that is more particularly described and/or depicted in Exhibit 1 attached hereto (the "Property");
and,
WHEREAS, Tenant desires to lease from Landlord two (2) separate portions of the Property with
an area measuring approximately 50' x 50' and a separate area measuring approximately 25' x 25'
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NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree:
DUE DILIGENCE PERIOD; COMMENCEMENT ATE®
applications for zoning variances, zoning ordinances, amendments, special use permits, and construction
permits (collectively, the "Government Approvals"), initiate the ordering and/or scheduling of necessary
utilities, obtain a title report with respect to the Property, and otherwise to do those things on or off the
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pre-existing defect or condition on or with respect to the Property, whether or not such defect or condition
is disclosed by Tenant's inspection, Tenant will restore the Property to its condition as it existed at the
commencement of Tenant's Tests, reasonable wear and tear and casualty not caused by Tenant excepted.
VB Site ID US-TX-7008
VB Site Name Dove Road
Resolution 22-05 Exhibit "All
In addition, Tenant shall indemnify, defend and hold Landlord harmless from and against any and all injury,
loss, damage or claims arising directly out of Tenant's Tests.
(b) Tenant may commence the Initial Term (defined below) at any time following the Effective
Date by delivery of written notice to Landlord (the "Notice of Lease Commencement"). The Notice of
Tenn. Tenant shall not begin construction of the Communication Facilities (defined below) prior to the
Commencement Date.
(c) During the Due Diligence Period and the Term, Landlord shall not take any action to
change the zoning status or land use of the Property which would diminish, impair, or adversely affect the
use of the Premises by Tenant for its permitted uses hereunder,
(a) Effective as of the Commencement Date, Landlord leases the Premises to Tenant subject
to the terms and conditions of this Agreement for an initial term of five (5) years (the "Initial Term").
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zoning denial becomes final and un I ealable., then this A reement shall
as of the date that such zoning denial becomes final and unappealable.
(b) Tenant shall have the option to extend the term of this Agreement for nine (9) successive
terms of five (5) years each (each a "Renewal Term"). Each Renewal Tenn shall commence automatically,
unless Tenant delivers notice to Landlord, not less than thirty (30) days prior to the end of the then -current
Term, of Tenant's intent not to renew, For purposes of this Agreement, "Term" shall mean the Initial Term
and any applicable Renewal Term(s).
anniversary
(b) In the event that there are three (3) or more telecommunications carriers subleasing any
portion of the Premises from Tenant, Tenant agrees to pay to Landlord Three Hundred Dollars ($300,00)
per calendar month, as additional Rent (individually, or together if applicable, a "Revenue Share Fee"),
for each of the third and any subsequent telecommunications carriers from whom Tenant is actually
receiving a monthly sublease or license fee (each a "Sublease Fee"), subject to the following terms and
conditions. The applicable Revenue Share Fee shall commence on the first day of the month following the
date that such additional telecommunications carrier(s) cornmences payments to Tenant of such carrier's
Sublease Fee, The Revenue Share Fee shall only be due and payable in the event there are three (3) or more
telecommunications carriers. If at any time subsequent to the addition of a third (3rd) telecommunications
VB Site ID: US-TX-7008
vB Site Name Dove Road
Resolution22-05 Exhibit "A"
no Revenue Share Fee shall be due and payable, Notwithstanding anything to the contrary contained herein,
the Revenue Share Fee shall only be due and payable by Tenant to Landlord hereunder during the term of
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actually paying to Tenant the requisite Sublease Fee set forth therein. For purposes of this Agreement,
Sublease Fees shall be all rent actually collected from any sublease that Tenant enters into with any
pass-throughs from such subleases or licenses to Tenant for charges including but not limited to utility
charges, taxes, or other pass -through expenses, or (ii) any fees from sublessees or licensees to Tenant for
services performed on behalf of such sublessees or licensees including, but not limited to, site acquisition,
due dili i ence de t n and en ineering work. constructiov. site ins-tections. radio freauencv monitoring and
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4. TAXES, Tenant shall pay any taxes assessed on or in connection with, or any portion of taxes
attributable to, the Communication Facilitie ftLc�w ingA_VAir@s9my mereme in reaLpr*jmrty,
taxes levied against the Premises, which are directly attributable to Tenant's use of the Premises (but not,
however, taxes attributable to periods prior to the Commencement Date such as roll -back or greenbelt
assessments) if Landlord furnishes proof of such increase to Tenant (such increase, the "Landlord Tax
Reimbursement"), To the extent Landlord is not exempt from taxes, Landlord shall pay when due all real
property taxes and assessments attributable to the Property and Premises (excluding taxes assessed on, in
connection with or attributable to the Communication Facilities located on the Premises for which Tenant
to pay any tax, assessment, or charge that Tenant is disoutinR in d faith in aDoroDriate roceedin gs nor
ago,
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year of the date such amount is due and payable by Landlord.
5. USE. The Premises are being leased for the purpose of erecting, installing, operating and
maintaining, repairing and replacing radio or communications towers, transmitting and receiving
equipment, antennas, dishes, mounting structures, equipment shelters and other supporting structures, and
related equipment, and to alter, supplement and/or modify same (collectively, the "Communication
Facilities"). Tenant may, subject to the foregoing, make any improvement, alteration or modification to
the Premises as are deemed appropriate by Tenant for the permitted use herein. Tenant shall have the right
to clear the Premises of any trees, vegetation, or undergrowth which interferes with Tenant's use of the
Premises for the intended purposes. Tenant shall have the exclusive right to install and operate upon the
Premises communications towers, buildings, equipment, antennas, dishes, fencing, and other accessories
related thereto, and to alter, supplement, and/or modify same as may be necessary. Any microwave dish
that is visible from the outside of an mounting structure, and W exceeds two 121 feet in diameter. shall
6. ACCESS AND UTILITIES. During the Due Diligence Period and the Tenn, Tenant, and its
guests, agents, customers, lessees, sublessees and assigns shall have the unrestricted, exclusive right to use,
and shall have free and unfettered access to, the Premises seven A\ I_ WI�W21
day. Landlord for itself, its successors and assigns, hereby grants and conveys unto Tenant, its customers,
employees, agents, invitees, sublessees, licensees, successors and assigns a nonexclusive easement to a
public right of way (a) for ingress and egress, and (b) for the construction, installation, operation
I
VB Site ID: US-TX-7008
VB Site Name Dove Road
Resolution 22-05 Exhibit "A"
maintenance, repair and replacement of overhead and underground electric and other utility facilities
(including fiber, backhaul, wires, poles, cables, conduits and appurtenant equipment), with the right to
reconstruct, improve, add to, enlarge, change and remove such facilities, over, across and through any
easement for the benefit of and access to the Premises i sub i ect to the t ,,, erms "I'll and conditi "I o "I ns he I rein iet forth,
way up to and including negotiating and obtaining such access and utility rights from any applicable
neighbor parcel and/or coordinating with Tenant's efforts to obtain same. If there are utilities already
existing on the Premises which serve the Premises, Tenant may utilize such utilities and service5--ThciiqhU.
g,ranted to Tenant herein shall also include th i ht to Is ri�hts hereunderAo-au*,vublic or
private utility company or authority to facilitate the uses contemplated herein, and all other rights and
privileges reasonably necessary for Tenant's safe and efficient use and enjoyment of the easements for the
purposes described above. Upon Tenant's request, Landlord shall execute and deliver to Tenant requisite
recordable documents evidencing the easements contemplated hereunder within fifteen (15) days of
Tenant's request, and Landlord shall obtain the consent and joinder of Landlord's mortgagee to any such
grant, if applicable,
7. EQUIPMENT, FIXTURES AND REMOVAL. The Communication Facilities shall at all times
be the personal property of Tenant and/or its subtenants and licensees, as applicable, Tenant or its
customers shall have t 10V—Pri= ises-iu@&
equipment, structures, fixtures, signs, and personal property as Tenant may deem necessary or appropriate,
and such property, including the equipment, structures, fixtures, signs, and personal property currently on
the Premises, shall not be deemed to be yart of the Premises, but shall remain the xo�certmi of Tenant-&rj&
4
customers. Within ninety (90) days after the expiration or earlier termination of this Agreement (the
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ASSIGNMENT AND SUBLEASE. Tenant may assign this Agreement to any Lender (defined
low
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consent of Landlord, not to be unreasonably withheld, conditioned or delayed. Tenant shall have the
CUfof1-T-d(,-Mt1US-,-oUL no sucn suo ul 117777-snun feilevu of, release I enant from
its obligations under this Agreement. Landlord may assign this Agreement only in its entirety and only to
any person or entity who or which acquires fee title to the Property, subject to Section 15, Landlord may
not subdivide the Property in any way that adversely impacts Tenant's rights hereunder without Tenant's
prior written consent. As used herein, the term "Affiliate" means any corporation, partnership, limited
liabiligsDm , -1 -
Lmp or other entity that, directip or indirecNIA-corfirs I-Lymm
control with Tenant or with tfie parent company or any subsidiaries of Tenant. For purposes of the
aforementioned definition, the terms "controls," "controlled by," and "under common control with" mean
interests of and in the applicable entity or entities.
9. COVENANTS, WARRANTIES AND REPRESENTATIONS,
Page 4 of 25
VB Site ID US-TX-7008
VB Site Name Dove Road
127853421.2 Resolution 22-05 Exhibit "A"
(a) Landlord warrants and represents that it is the owner in fee simple of the Property, free and
(b) Except for any amounts or sums that arise solely by virtue of Tenant's operation of the
Communication Facilities on the Premises, which shall be the responsibility of Tenant, Landlord shall pay
gorrigQ,iii, when due. any, other amounts or sums due and owing with re i I . I -
of the Property, including, without limitation, judgments, taxes, liens, mortgage payments and other similar
encumbrances, If Landlord fails to make any payments required under this Agreement, or breaches any
other obligation or covenant under this Agreement, Tenant may (without obligation), after providing ten
fJDJ,Aayys written notice to Landl,*,rd
and offset such payment (including any reasonable attorneys' fees incurred in connection with Tenant
performing such obligation) against payments of Rent,
(c) Landlord shall not do or knowingly permit anything that will interfere with or negate any
special use permit or approval pertaining to the Premises or cause Tenant's use of the Premises to be in
nonconformance with applicable local, state, or federal laws, Landlord shall cooperate with Tenant in any
effort by Tenant to obtain certificates, permits, licenses and other approvals that may be required by any
governmental authorities. Landlord agrees to execute any necessary applications, consents or other
documents as may be reasonably necessary for Tenant to apply for and obtain the proper zoning approvals
required to use and maintain the Premises and the Communication Facilities.
(d) To the best of Landlord's knowledge, Landlord has complied and shall comply with all
laws with respect to the Property, No asbestos -containing thermal insulation or products containing PCB,
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(e) Tenant shall have access to all utilities required for the operation of Tenant's improvements
on the Premises that are existing on the Property.
(f) There currently exist no licenses, sublicenses, or other agreements, written or oral, granting
to any yadA _Qr *,arties the ri ht of use or occuAancg of a
options or rights of first refusal to purchase the Property or any portion thereof or interest therein, or any
equity or interest in Landlord if Landlord is an entity; and there are no parties (other than Landlord) in
possession of the Property except as to those that may have been disclosed to Tenant in writing prior to the
execution hereof.
10. HOLD OVER TENANCY. Should Tenant or any assignee, sublessee or licensee of Tenant hold
and be construed as a tenancy from month -to -month only, but otherwise upon the same terms and
conditions,
11® MUTUAL INDEMNIFICATION.
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The negligence or willful misconduct of Tenant, or its agents, employees, or
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VB Site ID US-TX-7008
VB Site Name Dove Road
Resolution 22-05 Exhibit "A"
1 Any material breach by Tenant of any provision of this Agreement. This indemnity
and hold harmless agreement will include indemnity against all reasonable costs, expenses, and liabilities
incurred in or in connection with any such claim, and the defense thereof. Notwithstanding the foregoing,
Tenant will have no liability to Landlord to the extent any claims, losses, costs, expenses, or damages arise
out of or result from any intentional misconduct or negligence of Landlord, or of Landlord's agents,
employees or contractors,
(b) To the extent pennitted by law, Landlord agrees to defend, indemnify and save harmless
Tenant from and against all claims, losses, costs, expenses, or damages from a third party, arising from:
I The negligence or willful misconduct of Landlord or its agents, employees, or
contractors; or
2. Any material breach by Landlord of any provision of this Agreement. This
indemnity and hold harmless a2reement will include indemniti gainit Q iia-sij.,jil'i iii i e ns es - a ti,4
Uldiffl, dfl(l UIC trie
foregoing, Landlord will have no liability to Tenant to the extent any claims, losses, costs, expenses, or
damages arise out of or result from any intentional misconduct or negligence of Tenant, or of Tenant's,
agents, employees or contractors.
(a) Landlord hereby waives any and all lien rights it may have, statutory or otherwise, in and
to the Communication Facilities or any portion thereof, regardless of whether or not such is deemed real or
personal property under applicable laws. Landlord will not assert any claim whatsoever against Tenant for
loss of antic ato nrofits or an other indirect s ecial incidental or coniegieii 1611111 jJCUrred by
(b) EACH PARTY HERETO WAIVES ANY AND ALL CLAIMS AGAINST THE OTHER
FOR ANY LOSS, COST, DAMAGE, EXPENSE, INJURY OR OTHER LIABILITY WHICH IS IN THE
NATURE OF INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES
WHICH ARE SUFFERED OR INCURRED AS THE RESULT OF, ARISE OUT OF, OR ARE IN ANY
WAY CONNECTED TO THE PERFORMANCE OF THE OBLIGATIONS UNDER THIS
AGREEMENT,
13. INSURANCE. Tenant shall insure against property damage and bodily injury arising by reason of
occurrences on or about the Premises in the amount of not less than $5,000,000 in the aggregate. The
insurance coverage provided for herein may be maintained pursuant to master policies of insurance
covering other communication facilities of Tenant and its corporate affiliates, All insurance policies
required to be maintained by Tenant hereunder shall be with responsible insurance companies, authorized
to do business in the State or Commonwealth where the Premises are located if required by law, and shall
provide for cancellation only upon ten (10) days' prior written notice to Landlord. Tenant shall evidence
such insurance coverage by delivering to Landlord, if re nested av of a certificzte of insurqnce nf quch
14. INTERFERENCE,
(a) During the Due Diligence Period and the Term, Landlord, its successors and assigns, will
not grant any ground lease, license, oreasement with respect to the Property (outside of the Premises) and
any property adjacent or contiguous to the Property that is fee owned by Landlord: (a) for any of the uses
contemplated in Section 5 herein; or (b) if such lease, license, or easement would detrimentally impact the
Communication Facilities or Tenant's economic opportunities at the Premises, or the use thereof, Landlord
VB Site ID: US-TX-7008
V13 Site Name: Dove Road
Resolution 22-05 Exhibit "A"
(b) If the Communication Facilities or portion thereof (the "Interfering Equipment") cause
interference with any equipment placed on the Property prior to the Interfering Equipment, then Tenant
shall take steps to correct and eliminate the interference, If such interference cannot be eliminated within
thirty (30) days after receipt by Tenant from Landlord of notice of the existence of interference, Tenant
shall cease operating and power -down the Interfering Equipment (except for intermittent testing for the
purpose of correcting such interference) until the interference is corrected. Landlord agrees to exercise its
i U11dill. UgFr=h - - 11
otherwise modify the Communication Facilities in a manner which will cause interference with the
operations of any other equipment which is operating on the Property as of the Effective Date.
(c) If the communications equipment belonging to Landlord or any other user of the Property
causes harmful interference with the Communication Facilities or portion thereof, as applicable, which
interference is measurable in accordance with then existing industry standards, and the interfering
equipment was installed on the Property after the Communication Facilities being interfered with, then
If such interference cannot be eliminated within forty-eight (48) hours after receipt by Landlord of notice
from Tenant of the existence of interference, Landlord shall take such actions as are permitted by law and
can be conducted without breach of the peace such as causing the cessation of operations and powering
down of the interfering equipment (except for intermittent testing for the purpose of correcting such
interference) until such interference is corrected, If the interference is not rectified to the reasonable
satisfaction of Tenant within thirty (30) days after receipt by Landlord of such notice from Tenant, Landlord
shall remove the equipment causing such interference from the Property. Tenant agrees to exercise its best
and good faith efforts to cooperate with Landlord and the user causing interference to try to resolve any
interference issues on the Property,
(d) Prior to the construction of the Communication Facilities on the Property, Tenant shall
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safety radio system, which specific frequencies shall be provided by Landlord to Tenant by no later than
ten (10) days following the Effective Date,
15. RIGHT OF FIRST REFUSAL,
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Page 7 of 25
VB Site ID US-TX-7008
VB Site Name Dove Road
127853421.2 Resolution 22-05 Exhibit "All
irst re
to purchase the Premises (or such larger portion of the Property that encompasses the Premises, if
applicable) or such interest proposed to be conveyed. For purposes herein, a "Third Party Competitor"
;on or entit I
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operating, managing, investing in or leasing communications towers or communications antenna
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antenna installations. In such event, Landlord shall provide a copy of any offer to purchase or acquire, or
any executed purchase agreement or letter of intent ("Offer"), to Tenant which copy shall include, at a
minimum, the purchase or acquisition price, proposed closing date, and financing terms ("Minimum
Terms"). Within thirty (30) days of receipt of such Offer, Tenant shall provide written notice to Landlord
of Tenant's election to purchase the ROFR Property on the same Minimum Terms; provided, the closing
date shall be no sooner than six 601 da-Lis after Tenant's xurchase election notice, In such event, Landlord
agrees to sell the ROFR Property to Tenant subject to Tenant's payment of the purchase price and
compliance with a purchase and sale agreement to be negotiated in good faith between Landlord and
Tenant, If Tenant provides written notice that it does not elect to exercise its rights of first refusal to
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period, Tenant shall be deemed to have waived such right of first refusal only with respect to the specific
Offer presented (and any subsequent Offers shall again be subject to Tenant's continuing right of first
refusal hereunder), and Landlord shall be permitted to consummate the sale of the ROFR Property in
accordance with the strict terms of the Offer ("Permitted Sale"). If Landlord does not consummate the
Permitted Sale within nine 90) days of the date of Tenant's waiver of its ri-hts of first refusal, such Offer
shall be deemed to have lapsed,
(b) In the event that Landlord determines to sell, transfer, license or otherwise convey any
interest in any ROFR Property, and Landlord is required by applicable law to make such ROFR Property
available for public bidding, Landlord shall provide Tenant with written notice of Landlord's intent to so
convey such interest in the ROFR Property no later than thirty (30) days prior to commencement of any
public bidding, which notice shall contain the Minimum Terms that are known to Landlord at the time of
the notice, and Tenant shall have the right to participate in such public bidding process.
16. SECURITY. The parties recognize and agree that Tenant shall have the right to safeguard and
protect its improvements located upon or within the Premises. Consequently, Tenant may elect, at its
expense, to construct such enclosures and/or fences as Tenant reasonably determines to be necessary to
secure its improvements, including the tower(s), building(s), and related improvements situated upon the
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towers, buildings, and related improvements, including, without limitation, posting signs for security
purposes.
17. FORCE MAJEURE. The time for performance by Landlord or Tenant of any term, provision, or
strikes, civil riots, floods, pandemics, material or labor restrictions by governmental authority, government
shut downswuarantines., and/or other disease control measures and ang other cause not within the control
of Landlord or Tenant, as the case may be-, provided, however, that nothing contained in this Section shall
excuse Tenant from paying or performing any of its monetary obligations under this Agreement.
18. CONDEMNATION. Notwithstanding any provision of this Agreement to the contrary, in the
event of condemnation of all or part of the Premises, Landlord and Tenant shall be entitled to separate
award-q-with-re,s-,*P,r,-t-tnjJ)f t_P_wwimA__4Jb
proceedings based upon Landlord's and Tenant's respective interests in the Premises. If a separate
Page 8 of 25
VB Site ID US-TX-7008
VB Site Name Dove Road
12785342L2 Resolution 22-05 Exhibit "A"
condemnation award is not determined by such court, Landlord shall permit Tenant to participate in th
allocation and distribution of the award. In no event shall the condemnation award to Landlord exceed th
unimproved value of the Premises, without taking into account the improvements located thereon, and i
or condemnation without the prior written consent of Lender.
19. DEFAULT, The failure of Tenant or Landlord to perform any of the covenants of this Agreeme
shall constitute a default, The non -defaulting party shall give the other written notice of such default, an
the defaulting party shall cure such default within thirty (30) days after receipt of such notice. In the eve
P1 OUCCU Pt U111PUY UtLel—Ine 1'eCCTVL_01_'UC11 1`10LICe to Ctre SICu (leldUlt, U11(t 511dit PA-1 �Mt; U&I 11% �SAWI SCIdULL
with due diligence, the time for curing shall be extended for such period of time as may be necessary t
complete such curing, however, in no event shall this extension of time be in excess of sixty (60) day
unless agreed upon by the non -defaulting party.
20. REMEDIES. Should the defaulting party fail to cure a default under this Agreement, the othe
party shall have all remedies available either at law or in equity, including the right to terminate thi
Agreement.
21. ATTORNEYS' FEES. If there is any legal proceeding between Landlord and Tenant arising fror
or based on this Apreement, the unsuccessful xartp to such action or j[rocee i ' to the v ilin
party all costs and expenses, including reasonable attorneys' fees and disbursements, incurred by sue
prevailing party in such action or proceeding and in any appeal in connection therewith, If such prevailin
party recovers a judgment in any such action, proceeding or appeal, such costs, expenses and attorney,,
fees and disbursements shall be included in and as a part of such judgment.
22. ADDITIONAL TERMINATION RIGHT. If at any time during the Due Diligence Period or th
Tenn, Tenant determines- in Tenant's sole and absolute discretion, with or without cause, that the Premis
is no longer suitable or desirable for Tenant's intended use and/or purposes, Tenant shall have the right t
terminate this Agreement upon sixty (60) days prior written notice to Landlord.
23. PRIOR AGREEMENTS, The parties hereby covenant, recognize and agree that the terms an
provisions of this Agreement shall constitute the sole embodiment of the arrangement between the partic
with re ard to the Premises and that all other written or unwritten agreements contracts or leases b� an
hereof.
24. SUBORDINATION, NON -DISTURBANCE AND ATTORNMENT. In the event the Prope
is encumbered by a mortgage or deed of trust or other security instrument of any kind (a "Landlor
Mortgage"), Landlord, within fifteen (15) days following Tenant's request or immediately prior to t
creation of an encumbrance created after the date this A reement is full execut
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shall have the right to continue its use ancl occupancy ot the Fremises in accorclance with the provisions
this Agreement, provided Tenant is not in default of this Agreement beyond applicable notice and cu
periods.
25. LENDER'S RIGHTS.
(a) Landlord agrees to recognize the leases/licenses of all subtenants and licensees and wi
permit each of them to remain in occupancy of its premises notwithstanding any default hereunder
Page 9 of 25
VB Site ID US-TX-70
VB Site Name Dove Ro
127853421.2 Resolution 22-05 Exhibit "A"
Tenant so long as each such respective subtenant or licensee is not in default under the lease/license
covering its premises. Landlord agrees to execute such documents as any such subtenant
Agreement
(c) Landlord hereby agrees to give Lender written notice of any breach or default of the terms
of this Agreement at the address set forth in Section 29, simultaneously with Landlord's provision of notice
to Tenant and that Lender shall have the right, but not the obligation, to the same extent, for the same period
and with the same effect, as Tenant to cure or correct any such default,
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underthirty (30) days after the receipt of such request from Lender, promptly execute and deliver a new lease of
the Premises and assipriment of all subleases and jtw4K#xmmfiw
remainder of the Term upon all the covenants, conditions, limitations and agreements contained herein
(including, without limitation, options to extend the Term) except for such provisions which must be
modified to reflect such re-ection or disaffirmance
cure all defaults existing
Agreement
vB Site ID: its-TX-7008
vB Site Name Dove Goad
Resolution 22-05 Exhibit "in"
iiirmancc Or I uISAgreeme-77 Toineameoi e Nui I
and delivery of such new lease, Lender may use and enjoy the leasehold estate created by this Agreement
without hindrance by Landlord. The aforesaid agreement of Landlord to enter into a new lease with Lender
shall be deemed a separate agreement between Landlord and such Lender, separate and apart from this
Agreement as well as a part of this Agreement and shall be unaffected by the rejection of this Agreement
in any bankruptcy proceeding by any party.
(c) Except as expressly set forth herein with respect to the Revenue Share Fee, Landlord shall
have no right and expressly waives any right arising under applicable lave, in and to the rentals or other fees
payable to Tenant, if any, under any sublease or license of the Premises by Tenant, which rentals or fees
may be assigned by Tenant to Lender,
(d) The provisions of Sections 25 and 26 hereof are for the benefit of Lender and may be relied
upon and shall be enforceable by Lender as if Lender were a party to this Agreement.
(e) Landlord shall, within ten (10) days of the request of Tenant or any Lender or prospective
Lender, provide an estoppel certificate as to any matters reasonably requested by Tenant or Lender.
(f) Under no circumstances shall the fee estate of Landlord and the leasehold estate created
hereby merge, even though owned by the same party, without the written consent of the holder of a Tenant
Mortgage,
28. QUIET ENJOYMENT. So long as Tenant is not in default under this Agreement beyond the
its rights hereunder during the Due Diligence Period, and shall peaceably and quietly hold and enjoy the
Premises throughout the Term, without any hindrance, molestation or ejection by Landlord, its successors
or assigns or by those claiming by, through or under them,
29. NOTICES, 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
nationally -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
demonstrated by the receipt of delivery, Notices shall be delivered to a party at the party's respective
address below, or to such other address that a party below may provide from time to time:
If to Landlord:
Town of Westlake
1500 Solana Blvd., Suite 7200
Westlake, TX 76262
If to Tenant:
Vertical Bridge Development, LLC
750 Park of Commerce Drive, Suite 200
Boca Raton, FL 33487
Ref. US-TX-7008
Attn: Sr. VP Asset Management
With a copy to: General Counsel
If to Lender:
Toronto Dominion (Texas) LLC
31 West 52nd Street
New York, NY 10019
Attn: Admin Agent
Fax No, 416-982-5535
VB Site ID: US-TX-7008
VB Site Name: Dove Road
Resolution 22-05 Exhibit "A"
With a copy to; Fox Rothschild LLP
747 Constitution Drive
Suite 100
Exton, PA 19341
Attn: Levin Czubaroff
m MISCELLANEOUS,
(a) Each party hereto warrants and represents that it has the necessary power and authority to
enter into and perform its respective obligations under this Agreement.
(b) If any term of this Agreement is found to be void or invalid, such invalidity shall not affect
the remaining terms of this Agreement, which shall continue in full ford and effect.
(c) All attached exhibits are hereby incorporated by this reference as if fully set forth herein.
(e) This Agreement shall be governed by and construed in accordance with the laws of the
State or Commonwealth in which the Premises are located,
(f) This Agreement constitutes the entire agreement and understanding of the parties and
supersedes all offers, negotiations, other leases and/or agreements with regard to the Premises. There are
no representations or understandings of any kind not set forth herein. Any amendment to this Agreement
must be in writing and executed by both parties,
(g) This Agreement shall be binding upon and shall inure to the benefit of the parties hereto
and their respective heirs, legal representatives, successors and assigns,
(h) A short -form Memorandum of Lease may be recorded at Landlord or Tenant's option in
the form as depicted in Exhibit 3, attached hereto, Tenant shall also have the option to record an amended
Memorandum of Lease setting forth the Commencement Date, the final description of the Premises the
location and configuration of the Communication Facilities, and such other information as Tenant shall
deem appropriate.
(i) Landlord shall keep the terms of this Agreement confidential and shall not disclose any
terms contained within this Agreement to any third party other than such terms as are set forth in the
Memorandum of Lease or any amended Memorandum of Lease.
(a) At no rent due from Landlord to Tenant nor any reduction in the Rent, Landlord shall be
allowed, at Landlord's sole expense, to attach its emergency service network equipment to Tenant's
telecommunications tower provided Landlord first executes Tenant's standard Bann of Site License
Agreement or its equivalent. Pursuant to the foregoing, Tenant hereby agrees to reserve on behalf of
Landlord a ten foot (10') vertical enveloge at a height of forty-five feet (45') to fiL-five feet (55
MIS I gill
ovum
Page 12 of 25
V$ site ID US-TX-7008
VB Site Name Dove Road
127853421.2 Resolution 22-05 Exhibit "A"
(b) Any reservation of right granted to Landlord pursuant to this Section is solely limited to
Landlord's use only of the ten foot (10') vertical envelope described above and Landlord acknowledges
and agrees that Landlord does not have the right to lease, license, sublease, sublicense, etc. such space on
the tower on the Premises to any other party including, without limitation, any wireless communication
entity.
32. RELOCATION. In the event that Landlord reasonably believes, in the legitimate interest of public
safety, that (i) all or any portion of the Communication Facilities need to be relocated from the Premises to
a different location on the Property or another alternate location, and (ii) there is no reasonable way to
111MV
any portion of the Communication Facilities, and Landlord shall not have any right to remove or relocate
all or any portion of the Premises or the Communication Facilities without Tenant's express written
permission.
SIGNATURES BEGIN ON NEXT PAGE
Via Site ID US-TX-7008
VB Site Name Dove Road
Resolution 22-05 Exhibit "A"
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective
Date (date last signed by a party hereto).
WITNESSES:
STATE OF TEXAS
xz�`
This instrument w
as acknowledged before me on 2022 by(ZWVWv�e�A—
. . ....... . . title
(name of signatory),"of
("
signatory) of the Town of,'Westlake, a municipal corporation, on behalf o the corporation.
Em
Print Name: 1,641e;,Y 01
My Commission Expires: V il. A 2�
I
_jJ-1—
Page 14 of 25
VB Site ID IJS-'FX .7008
VB Site Name Dove Road
127853421,2
I:Ducu &gnn Dwellanp e 11 D: 889D99CF-03DE-4A-8p::::3F-46387041378
(Tenant signature page to Lease Agreement)
Nar n
da a .,, a
STATE OF FLORIDA
COUNTY OF PALM BEACH
I
Vertical Bridge De,
a Delaware firanitcai 9
in
Lle-
LIEGAL
ThisinstrUgent.was
acknowledge i before eras anew 2�D22 &� �_....�,.m lac of signatory), �...._
signatory) aap`Vertical Bridge Development, UC, a Delaware limited liability company, on behalf of the
corn paany.
Page IS iff 2;
V9 2' He IfDD U""w..°TX-7008
V D rime Nanune pDeve Road
LeS_al Descrintion of the ProRertylParent Parcel
Lot 2, Fidelity Investments Addition, Phase 1, an addition to the Town of Westlake, Tarrant County, Texas,
according to the plat thereof recorded under Clerk's File No(s), D218200247, Plat Records, Tarrant County,
Texas.
Page 16 of 25
VB Site ID: US -TX 7008
VB Site Name: Dove Road
MM, 41,11,10, M�
Premises
(may be replaced by Tenant with a final survey and legal description of the Premises)
zM=I
Page 17 of 25
VB Site ID: 49S-TX-7008
VB Site Name Dave Road
127853421.2
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Memorandum of Lease
Page n 9 of 25
VB Site ID US-"I"X-7008
VB SRe Name Dove Road
(Above 31' Space for Recorder's Use Only)
Vertical Bridge Development, LLC
750 Park of Commerce Drive, Suite 200
Boca Raton, FL 33487
Attn: Daniel Marinberg
MEMORANDUM OF LEASE
This Memorandum of Lease ("Memorandum") evidences a Lease Agreement (the "Lease")
between Town of Westlake, a municipal corporation ("Landlord"), whose address is 1500 Solana Blvd.
Suite 7200, Westlake, TX 76262, and Vertical Bridge Development, LLC, a Delaware limited liability
company, whose mailing ad, ss is 750 Park of Commerce Drive, Suite 200, Boca Raton, FL 33487
("Tenant"), dated the 1q.19
&VY2022 (the "Effective Date"), for a portion (the
"Premises") of the real property (the "Property") described in Exhibit A attached hereto.
Landlord hereby ratifies, restates and confirms the Lease and leases to Tenant the Premises, subject
to the terms and conditions of the Lease. The Lease provides for an initial Due Diligence Period, during
which Tenant may evaluate the suitability of the Property for Tenant's proposed use, and, if exercised by
Tenant, for the lease by Landlord to Tenant of the Premises for an initial term of five (5) years with nine
(9) renewal option(s) of an additional five (5) years each, and further provides:
The initial term, if exercised by Tenant, shall commence in accordance with the terms of
the Lease-,
2. Landlord will attom to any mortgagee of Tenant and will subordinate any Landlord's lien
to the Lease and to liens of Tenant's mortgagees, and not disturb the tenancy of Tenant;
3. The Lease restricts Landlord's ability to utilize, or allow the utilization of the Property or
real property owned by Landlord which is adjacent or contiguous to the Property for the construction,
operation and/or maintenance of communications towers and related facilities;
4Tenant (and persons deriving rights by, through, or under Tenant) are the sole parties to
market, use, or sublease any gortion of the Prol2erty for communications or broadcast facilities during the
Nrl��
ffimnia"M
term of the Lease (such restriction shall run with the land and be binding on the successors and assigns of
Landlord);
5a The Premises may be used exclusively by Tenant for all legal purposes, including without
limitation, erecting, installing, operating and maintaining radio and communications towers, buildings, and
equipment;
6, Tenant is entitled to sublease and/or license the Premises, including any communications
tower located thereon;
7. Under certain circumstances, Tenant has a right of first refusal to acquire the Premises from
Landlord;
& Landlord may assign the Lease only in its entirety and only to a purchaser of the fee interest
of the Property; and
I I Will I Ili, Will i Iiiiiii ii III
10. This Memorandum is not intended to amend or modify, and shall not be deemed or
construed as amending or modifying, any of the terms, conditions or provisions of the Lease. In the event
of a conflict between the provisions of this Memorandum and the provisions of the Lease, the provisions
iiiij, Jjjjje ihall control. The Lease shall be bindinj uj2on and inure to the benefit of Landlord and Tenant
U1111 WIWI MUM LU L11C UU11CLIFUI-11i LV LH.
the Lease.
THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK, SIGNATURES BEGIN ON
NEXT PAGE
Page 21 of 25
127853421.2
IN WITNESS WHEREOF, the parties hereto have executed this MEMORANDUM OF LEASE
as of the date last signed by a party hereto,
Town of Westlake
a municipal corporation
&A
This)ins ument was acknowledged before me on 2022 by
y (title of
"!t . . ........... . . UZ!!" "
(name of signatory),
signatory) of the Town of Westlake, a municipa corporation, on behalf ofiie corporation.
11 LI/I All
Notary Publi MARY J. KAYSER
Print Name:
Notary Public, State of Texas
Cornrn, Expires 01-11-2025
1 F.
410111% Notary �D 3000-0rc
My Commission Expires:.",_'t.,Z&�
Page 22 of 25
127853421.2
E)ocuSign EnvOope IID: 889D99CF 03DE-4ACMEY 463870413783
crenant's Signature Page to Memorandum of Lease)
wrrNESSES:
urn _.m5A
. ............... .. ... . ..
QZ
STATE OF FLORIDA
COUNTY OF PALM EACH
TENANT:
Vertical Bridge Devel L q *
a Delaware limhed Jiabili AIM n
By: . . . . ................
Name�
.............
"ritie� n q owl
. . . .................... .
DS
LEGAL
This 1 stru ept was acknowledged before me on IV— . OY.- I —IV. 2022 by
. ............ .
(name of signatory), .... . ... .
. ........ . ..... . ..... (title of
signatory) of Vertical Bridge Deveiopment, LLC, a Delaware pimfted liability company, on behalf of the
company.
il—j�i"Clry Public RACHEL WlLLWMN
Notary Public - State of Florida
I�Idnt Name: Rachal WR1jaj7jS,,)�jj Commission 0 HN 309112
. . . ... . .................. . ..... . ................. My Comm. Epires Oct 17, 2026
Banded through Hational Notary Assn.
My Cornrnission Exp�res:.
12785342R 7 Page 23 of 25
EXHIBIT A
(TO MEMORANDUM OF LEASE)
The PMRerty
(may be updated by Tenant upon receipt of final legal description from title)
Lot 2, Fidelity Investments Addition, Phase 1, an addition to the Town of Westlake, Tarrant County, Texas,
according to the plat thereof recorded under Clerk's File No(s), D218200247, Plat Records, Tarrant County,
Texas,
Access and utilities serving the Premises (as defined in the Lease) includes all easements of record as well
as that portion of the Property designated by Landlord and Tenant for Tenant (and Tenant's guests, agents,
customers, lessees, sublessees and assigns) ingress, egress, and utility purposes to and from a public right-
of-way.
Said interest being over land more particularly described by the following description -
Lease Area Legal Description
[Insert metes and bounds description of the Premises from Vertical Bridge's final survey]
Access and Utility Area Legal Descriotion
[Insert metes and bounds description► of the Premises from Vertical Bridge's final survey]
24
12785342 V 2