Okaloosa County BOCC — May 6, 2014 — Sprint/Nextel Lease Term Support Docs — reading text

CONTRACT & LEASE INTERNAL COORDINATION SHEET Contract/Lease Number: a 3) 6- 0415 ia fe Tracking Number: Y 50 / 7 Contractor/Lessee Name: Net} Grant Funded: YES wr Purpose [bene K eer oi. eres Dateterm: Le Ades hatr, O ppf3i]ams 1. [[] GREATER THAN $50,000 Amount: 2. LE] GREATER THAN $25,000 Department: PS 3. L] $25,000 OR LESS Dept. Monitor Name: vi Llane [Dussllay Document has been reviewed and includes any attachments or exhibits. Purchasing Review Date: Hf -aS Ft Purchasing D rectof/or Designee mr Donne. Kub L Lz. Risk Management Review Approved as written: 5 a ae _/ vA LAI fot , pate 7/2 S/K/ Ls A 7 7 Risk Manager or designee , ; / / a Coa VIR © xe County Attorney Review pproved as written: L Lampe cate: 12-14 ' ca L county attorney her Cuno T She ay Following Okaloosa County approval: Contracts & Grants Document has been received: Date: Contracts & Grants Manager Fé Danief) 4-98-I¢ me/7 Seve your fees April 16, 2014 Okaloosa County Department of Public Safety Attn: Daniel Dunlap 1250 N Eglin Parkway, Suite G118 Shalimar, FL 32579 RE: Nextel: Nextel WIP Lease Corp., a Delaware corporation Nextel Site ID; FL278P Site Address: 1250T N, Eglin Parkway Shalimar, Florida Dear Mr. Dunlap: The enclosed documents are being provided to you in connection with the Nextel Lease. Please call me at (858) 754-2166 when you receive this package and | will guide you through the process of signing the following: 1, Lease Termination Agreement and General Release (two originals): O Complete the signature block with signature, name, title, and date 1 Complete the witness signature blocks with signatures, names and titles 2. Certificate of Authority (please provide): C) Please include documentation that elects or allows the individual signing to be an acting representative in this transaction A return-addressed, pre-paid Federal Express label is included for your convenience (to locate the nearest drop-off, call 800.463.3339 or visit ywww.fedex.com/dropoff). Please make sure that all of these documents are signed and returned to Md7 within the next three days. If you have any questions regarding the enclosed documents, please contact me, your Md7 Lease Consultant, at (858) 754-2166 or by email at echadwick@md7.com. Sincerely, Bg oa gto Curtis Chadwick Lease Consultant Enclosures (Nextel Site # FL278P) LEASE TERMINATION AGREEMENT AND GENERAL RELEASE This LEASE TERMINATION AGREEMENT AND GENERAL RELEASE (the “Agreement”) is made as of , , by and between Nextel WIP Lease Corp., a Delaware corporation (“Nextel”) and Okaloosa County Board of County Commissioners (“Owner”) with reference to the following facts, understandings and intentions: RECITALS A. Owner owns certain property located at 1250T N. Eglin Parkway, Shalimar, Florida (“Owner’s Property”). Nextel, as lessee or tenant (or successor in interest to the lessee or tenant), and Owner, as lessor or landlord (or successor in interest to the lessor or landlord), are parties to that Communications Site Lease Agreement (Tower) dated June 06, 2006 (the “Lease’) whereby Owner leases to Nextel a portion of Owner’s Property, as further described in the Lease (the “Site”). B. Nextel uses the Site for a communications facility that, pursuant to the Lease, may include among other things, an antenna tower or pole and foundation, utility lines, transmission lines, an air conditioned equipment room or shelter and pad, cable wiring, conduit runs, radios and other electronic equipment, transmitting and receiving antennas and microwave dishes, batteries and other power sources (possibly including a generator and pad), related fixtures and supporting equipment, and structures therefor (collectively, the “Communications Facility”). Cc. By mutual agreement, Nextel and Owner desire to terminate the Lease, effective as of the Termination Date (as defined below). D. Nextel and Owner are willing to so terminate the Lease, pursuant to the provisions of this Agreement. AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows: I. Date of Termination; Final Payment. a. The Lease is hereby canceled and terminated effective at 11:59 p.m. on October 31, 2014, or the date Nextel vacates and surrenders the Site pursuant to Section 2a below, whichever first occurs (“Termination Date”), From and after the Termination Date, neither Owner nor Nextel will have any further rights or obligations under the Lease, and Nextel will have no further right or interest with respect to the Site. (Nextel Site # FL278P) b. In full and final payment of any and all sums due or owing by Nextel to Owner under the Lease or otherwise in connection with Owner’s Property or the Site, Nextel will make a final payment of Two Thousand One Hundred Eighty-Five and 00/100 Dollars ($2,185.00), in the same time and manner as rent is currently paid by Nextel, constituting Rent and other charges (if applicable) for the final month of the Lease (the “Final Payment”). 2. Vacation and Surrender of the Site; Site Acceptance. a. Owner and Nextel have expressly agreed that, on or before the Termination Date, Nextel will vacate and surrender the Site to Owner in its current “AS-18” condition, except that Nextel will remove from the Site the following (the “Removed Equipment”): i. Radio/Hardware - Remove all iDEN radio equipment (base radios, ISC’s rectifiers, AC-DC Power plants batteries, racks, controller, DC power, and related support hardware) ii, Hazardous Material Handling Requirements - Remove and dispose of all materials that may be considered hazardous, Nextel will have no further obligation (notwithstanding anything to the contrary contained in the Lease or otherwise) to remove the Communications Facility (all of which will be deemed abandoned by Nextel and accepted by Owner) or otherwise repair or restore the Site or any other portion of Owner’s Property. b. Upon Nextel’s vacation of the Site, Owner and Nextel will each execute duplicate originals of the “Site Acceptance and Release” in the form attached hereto as Exhibit A (“Site Acceptance”). Owner’s execution of the Site Acceptance will constitute conclusive evidence and proof that Nextel has vacated and surrendered the Site to Owner in the condition required by the Lease and this Agreement, and that any portion of the Communications Facility (and any other equipment or property) remaining on Owner’s Property will be deemed abandoned by Nextel and accepted by Owner, on the terms set forth therein, 3. Release of Obligations. Except for Owner’s and Nextel’s respective rights to enforce the provisions of this Agreement and the Site Acceptance, effective as of the Termination Date, Owner and Nextel, for themselves and their respective parent, subsidiary and related corporations, partners, affiliates, heirs, successors and assigns, do each hereby release and forever discharge each other and their present and former directors, officers, shareholders, managers, agents, trustees, beneficiaries, attorneys and employees (the “Released Parties”) from all obligations, damages, losses, costs, expenses and liabilities whether known or unknown, contingent or direct, liquidated or unliquidated, and from any claims, demands, judgments, actions or suits of any kind (collectively, “Claims”) which they may have against one another arising out of or relating to the Lease, and the use and occupancy of Site, the Communications Facility and/or Owner's Property, including without limitation, any attorneys’ fees incurred in connection therewith. Each party acknowledges the possibility that the other party may have unknown Claims against the other arising out of or related to the Lease, and the use and occupancy of Site, the Communications Facility and/or Owner's Property, and that by signing (Nextel Site # FL278P) this Agreement, each party expressly waives such Claims. The parties further acknowledge that the consideration for this mutual release takes into account the possibility of such further Claims. 4, Voluntary Agreement. The parties have read this Agreement and the releases contained herein and, on advice of counsel, have freely and voluntarily entered into this Agreement with full understanding of its terms. 5. Recitals, The above recitals are an integral and substantive part of this Agreement and are incorporated herein, 6. Attorneys’ Fees. If either party commences an action against the other party arising out of or in connection with this Agreement, the prevailing party will be entitled to recover attorneys’ fees and expenses from the other. 7. Successors. This Agreement will be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and assigns. 8. Counterparts. This Agreement may be executed in any number of duplicate originals or counterparts, each of which will be deemed to be an original, and all of which taken together will constitute one and the same agreement. The parties agree that their signatures may be delivered by fax or email. 9. Governing Law. The validity, interpretation, construction and performance of this Agreement will be controlled by and construed under the laws of the state in which the Site is located. *** SIGNATURES ON FOLLOWING PAGE *** (Nextel Site # FL278P) IN WITNESS WHEREOF, the parties have executed this Lease Termination Agreement and General Release as of the date and year first above written. “NEXTEL” Nextel WIP Lease Corp., Signed, sealed and delivered in the presence of: a Delaware corporation By: Printed Name: Printed Name: Title: Date: Printed Name: “OWNER” Okaloosa County Board of County Signed, sealed and delivered in the presence of : Commissioners By: Printed Name: Printed Name: Title: Date: Printed Name: (Nextel Site # FL278P) Exhibit A SITE ACCEPTANCE and RELEASE This SITE ACCEPTANCE and RELEASE is made as of , (“Effective Date”), by and between Nextel WIP Lease Corp., a Delaware corporation (“Nextel”) and Okaloosa County Board of County Commissioners (“Owner”) with reference to the following facts, understandings and intentions: A. Owner and Nextel are parties to that LEASE TERMINATION AGREEMENT and GENERAL RELEASE dated ; (the “Agreement”), that terminated a Lease for a Site on Owner’s Property located at 1250T N. Eglin Parkway, Shalimar, Florida (Nextel Site # FL278P), all terms of which are incorporated herein. Capitalized terms used but not defined herein have the meanings set forth in the Agreement. B. Nextel used the Site for a communications facility that may have included, among other things, an antenna tower or pole and foundation, utility lines, transmission lines, an air conditioned equipment room or shelter and pad, cable wiring, conduit runs, radios and other electronic equipment, transmitting and receiving antennas and microwave dishes, batteries and other power sources (possibly including a generator and pad), related fixtures and supporting equipment, and structures therefor (collectively, the “Communications Facility”). (on Nextel removed some or all of the Communications Facility and restored the Site and Owner's Property to the condition required by the Lease and the Agreement, and Nextel vacated and surrendered the Site to Owner as of the Effective Date. The parties now desire to execute this Site Acceptance and Release, pursuant to the Agreement. NOW, THEREFORE, in consideration of the foregoing, the provisions set forth below, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Owner hereby acknowledges that, as of the Effective Date, Nextel has vacated, surrendered and restored the Site and Owner’s Property to the condition required by the Lease and the Agreement and that any portion of the Communications Facility (and any other equipment or property)