HomeMy WebLinkAboutL 12904 P 801SUFFOLK COUNTY CLERK
RECORDS OFFICE
RECORDING PAGE
Type of Instrument: EASEMENT
Recorded: 03/16/2017
Number of Pages:
19
At: 12:35:51 PM
Receipt Number :
17-0044999
TRANSFER TAX NUMBER: 16-24575
LIBER: D00012904
PAGE: 801
District:
Section:
Block:
Lot:
1000
108.00
04.00
011.003
EXAMINED
AND CHARGED AS FOLLOWS
Deed Amount:
$2,000,000.00
Received the Following Fees For
Above Instrument
Exempt
Exempt
Page/Filing
$95.00
NO
Handling
$20.00 NO
COE
$5.00
NO
NYS SRCHG
$15.00 NO
TP -584
$5.00
NO
Notation
$0.00 NO
Cert.Copies
$0.00
NO
RPT
$200.00 NO
Transfer tax
$8,000.00
NO
Comm.Pres
$37,000.00 NO
Fees Paid
$45,340.00
TRANSFER TAX NUMBER: 16-24575
THIS PAGE IS A PART OF THE INSTRUMENT
THIS IS NOT A BILL
JUDITH A. PASCALE
County Clerk, Suffolk County
r
t
Number of pages
This document will be public
record. Please remove all
Social Security Numbers
prior to recording.
Deed / Mortgage Instrument
3
Page / Filing Fee
Handling 20. 00
TP -584 -<---
Notation
EA -52 17 (County) SUbTOtal
EA-5217(State)
R.P,T.S.A.
Comm. of Ed. 5. 00 '
Affidavit
Certified Copy
NYS Surcharge 15. 00
Sub Total
Other
Deed / Mortgage Tax Stamp
FEES
4 1 Dist.
Real Property
Tax Service
Agency
Verification
Grand Total
3333987 1000 10800 0400 011003 5
1111111 ILII Illll 11111 1111 11111111111 I ILII
RECORDED
2017 (lar 16 12:715:51 PM
JUDITH A. PASCALE {
CLERK OF
SUFFOLK COUNTY
L D00012904
F 00 i
DT# 16-24575
Recording / Filing Stamps
rwungdge rvrlL.
1. Basic Tax
2. Additional Tax
Sub Tota I
Spec./Assit.
or
Spec. /Add.
TOT. MTG. TAX
Dual Town Dual County
Held forAppointmentqFeFo- —
Transfer Tax
Mansion Tax
The property covered by this mortgage is
or will be improved by a one or two
family dwelling only,
YES or NO
If NO, see appropriate tax clause on
page # of this instrument.
Community Preservation Fund
P II'�III I�IlI4EII�IIIIII�I�I�I'IEIIII I�II�'� Consideration Amount $
R SMI ,4 j II ! f I
15 -FEB -17 CPF Tax Due $
—� Improved_
6 Satisfactions/Discharg syReRECO0&REstProTURN pO y Owners Mailing Address
Vacant Land
WHEN RECORDED RETURN TO:
OLD REPUBLic TITLE TD
ATTN: COMMERCIAL POST CLOSING
530 SOUTH MAIN ST TD
SUITE 1031
AKRON OHIO 44311 TD
Y 8
(330.436-6000)
Mail to: Judith A. Pascale, Suffolk County Clerk Title Company Information
310 Center Drive, Riverhead, NY 11901 Co. Name
www.suffolkcountyny.gov/clerk
Title #
Suffolk County Recording & Endorsement Page
This page forms part of the attached EASEMENT AGREEMENT made
by: (SPECIFYTYPE OF INSTRUMENT)
GOBIL, LLC The premises herein is situated in
SUFFOLK COUNTY, NEW YORK.
TO In the TOWN of MATTITUCK
SBA TOWERS IX, LLC In the VILLAGE
or HAMLET of SOUTHOOLD
BOXES 6 THRU 8 MUST BE TYPED OR PRINTED IN BLACK INK ONLY PRIOR TO RECORDING OR FILING.
over
0 ��
M
Prepared by and Return to:
SBA Network Services, LLC WHEN RECORDED RETURN TO:
Attn: Karen Mello OLD REPUBLIC TITLE
8051 Congress Avenue ATTN: COMMERCIAL POST CLOSING
Boca Raton, FL 33487 530 SOUTH MAIN ST
SUITE 1031
561-226-9495 AKRON OHIO 44311
(33036-6000)
VQ
[Recorder's Use Above This Line]
STATE OF NEW YORK
COUNTY OF SUFFOLK
Tax ID Number: 1000-108.00-04.00-011.003
EASEMENT AGREEMENT
By and between GOBIL, LLC, a Florida limited liability company ("Grantor") with an address
of 6915 SE Harbor Circle, Stuart. Florida 34996
and
SBA TOWERS IX, LLC, a Delaware limited liability company ("Grantee") with an address of 8051
Congress Avenue, Boca Raton, FL 33487
By initialing below, the Grantor does hereby acknowledge that the Grantor has received, reviewed and
approved this Easement Agreement in which the Easement described herein is granted from Grantor to
Grantee.
Grantor initial(s) here:
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{
EASEMENT AGREEMENT
This Easement Agreement ("Agreement") dated effective � 3 ° ^2016, by and between
GOBIL, LLC, a Florida limited liability company, with an address at 6915 SE Harbor Circle, Stuart,
FL 34996 ("Grantor") and SBA TOWERS IX, LLC, a Delaware limited liability company, with an
address of 8051 Congress Avenue, Boca Raton, FL 33487 ("Grantee").
BACKGROUND
Grantor is the owner of the real property described on Exhibit `A' attached hereto (the
"Premises"). Grantor desires to grant to Grantee certain easement rights with respect to the Premises, as
more particularly described below, and subject to the terms and conditions of this Agreement..
AGREEMENTS
For and in consideration of the covenants and agreements herein contained and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. Grant of Easements. Grantor, for itself and its heirs, personal representatives, successors
and assigns, hereby grants and conveys unto Grantee, its tenants, lessees, sublessees, licensees, agents,
successors and assigns: (i) an exclusive easement (the "Exclusive Easement") in and to that portion of the
Premises more particularly described on Exhibit `B' hereto; and (ii) a non-exclusive easement in and to
that portion of the Premises more particularly described on Exhibit `C' hereto (the "Access and Utility
Easement"); and (iii) a non-exclusive fall radius easement in and to that portion of the Premises more
particularly described on Exhibit `D' hereto ( (the "Fall Radius Easement") (the "Exclusive Easement,"
the "Access and Utility Easement," and the "Fall Radius Easement," being collectively referred to herein
as the "Easements"). The Easements shall be used for the purposes set forth in Section 6 hereof.
2. Private Easement. Nothing in this Agreement shall be deemed to be a dedication of any
area for public use. All rights, easements, and interests herein created are private and do not constitute a
grant for public use or benefit.
3. Successors Bound, This Agreement shall be binding on and inure to the benefit of the
parties hereto and their respective heirs, personal representatives, lessees, successors and assigns. It is the
intention of the parties hereto that all of the various rights, obligations, restrictions, and easements created
in this Agreement shall run with the affected lands and shall inure to the benefit of and be binding upon
all future owners and lessees of the affected lands and all persons claiming under them.
4. Duration. The duration of the Easements granted herein shall be Fifty (50) years from the
date of this Agreement ("Term") unless Grantee provides written, recordable notice of its intent to
terminate this Agreement, in which event this Agreement and all obligations of Grantee hereunder shall
terminate upon Grantee's recordation of any such notice. Grantor may not terminate this Agreement.
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5. Easement Consideration. Grantor hereby acknowledges the receipt, contemporaneous with
the execution hereof, of all consideration due hereunder. Accordingly, no additional consideration shall
be due during the Term of this Agreement. Notwithstanding the foregoing, Grantor has granted to
Grantee an additional area of five hundred (500) square feet as delineated on Exhibit 'E' hereto as the
additional area (the "Additional Area"). In the event Grantee places any equipment in the Additional
Area, Grantor shall be entitled to fifty percent (50%) of the revenue generated by the equipment situated
in the Additional Area ("Revenue Share"). All Revenue Share contained herein shall be payable one
month in arrears upon Grantee's receipt of rental payment from its tenant. Grantor acknowledges that
Revenue Share shall only be due and payable for any portion of any tenant's rent attributable to its
improvements located in the Additional Area.
6. Use of Easement Areas.
(a) Exclusive Easement. Grantee and its designated customers, lessees, sublessees,
licensees, agents, successors and assigns shall have the unrestricted right to use the Exclusive Easement
for installing, constructing, maintaining, operating, modifying, repairing and replacing improvements and
equipment, which may be located on the Exclusive Easement from time to time, for the facilitation of
communications related uses in connection therewith and other uses as deemed appropriate by Grantee, in
its sole discretion. Grantee may make any improvements, alterations or modifications on or to the
Easements as are deemed appropriate by Grantee, in its sole discretion. At all times during the term of
this Agreement, Grantee shall have the exclusive right to use, and shall have free access to, the Easements
seven (7) days a week, twenty-four (24) hours a day. Grantee shall have the unrestricted and exclusive
right to lease, sublease, license, or sublicense any structure or equipment on the Exclusive Easement and
shall also have the right to license, lease or sublease to third parties any portion of the Exclusive
Easement, but no such lease, sublease or license shall relieve or release Grantee from its obligations under
this Agreement. Grantor shall not have the right to use the Exclusive Easement for any reason and shall
not disturb Grantee's right to use the Exclusive Easement in any manner. Grantor and Grantee
acknowledge that Grantee shall have the right to construct a fence around all or part of the Exclusive
Easement, and shall have the right to prohibit anyone, including Grantor, from entry into such Exclusive
Easement.
(b) Access and Utility Easement. The Access and Utility Easement shall be used by
Grantee, its tenants, lessees, sublessees, licensees, agents, successors and assigns for ingress and egress
from and to the Exclusive Easement, as well as the construction, installation, operation and maintenance
of overhead and underground electric, water, gas, sewer, telephone, data transmission and other utility
facilities (including wires, poles, guys, cables, conduits and appurtenant equipment) with the right to
construct, reconstruct, improve, add to, enlarge, change and remove such facilities, and to connect the
same to utility lines located in a publicly dedicated right of way. Grantor shall not in any manner prevent
access to, and use of, the Access and Utility Easement by Grantee or its tenants, lessees, sublessees,
licensees, agents, successors and assigns and Grantor shall not utilize the Access and Utility Easement in
any manner that interferes with Grantee's or its tenants', lessees', sublessees', licensees', agents',
successors' and assigns' use of such area. If the Access and Utility Easement is currently used by Grantor
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or its tenants, then Grantee shall not in any manner prevent access to, and use of, the Access and Utility
Easement by Grantor or its tenants.
(c) Fall Radius Easement. The Fall Radius Easement shall be governed as required by the
appropriate governmental and regulatory authorities and shall be measured from the base of the antenna
and/or tower structure erected, or to be erected, on the Exclusive Easement and extend one hundred and
eighty (180) feet in all directions.
7. Equipment and Fixtures. Grantee's equipment, structures, fixtures and other personal
property now or in the future on the Easements shall not be deemed to be part of the Premises, but shall
remain the property of Grantee or its licensees and customers. At any time during the Term and within
180 days after termination hereof, Grantee or its customers shall have the right to remove their equipment,
structures, fixtures and other personal property from the Easements.
8. Assignment. Grantee may freely assign this Agreement, including the Exclusive Easement
and the Access and Utility Easement and the rights granted herein, in whole or in part, to any person or
entity (including but not limited to an affiliate of Grantee) at any time without the prior written consent of
Grantor. If any such assignee agrees to assume all of the obligations of Grantee under this Agreement,
then Grantee will be relieved of all responsibility hereunder.
9. Covenants and Agreements.
(a) Grantor represents and warrants that it is the owner in fee simple of the Premises,
free and clear of all liens and encumbrances and that it alone has full right to grant the Easements.
Grantor further represents and warrants that Grantee shall peaceably and quietly hold and enjoy the
Easements for the Term.
(b) During the Term, Grantor shall pay when due all real property taxes and all other
fees and assessments attributable to the Premises. If Grantor fails to pay when due any taxes affecting the
Premises, Grantee shall have the right but not the obligation to pay such taxes and demand payment
therefore from Grantor, which payment Grantor shall make within ten (10) days of such demand by
Grantee. The provisions of the foregoing sentence shall survive the termination or expiration of this
Agreement.
(c) Grantor shall not cause the area comprising the Easements to be legally or
otherwise subdivided from any master tract of which it is a part in such a way that the remaining tract
containing the Easements is substantially the only use of the tract, nor shall Grantor cause the area
comprising the Easements to be separately assessed for tax purposes. If it is determined by Grantee that
the transfer of the Easements set forth herein requires or shall require the subdivision of the Premises, and
if Grantee, in its sole judgment, determines that it desires to seek subdivision approval, then Grantor
agrees to cooperate with Grantee, at Grantee's expense, in obtaining all- necessary approvals for such
subdivision.
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•
(d) Grantor shall not grant, create, or suffer any claim, lien, encumbrance, easement,
restriction or other charge or exception to title to the Premises that would adversely affect Grantee's use
of the Easements. Grantor has granted no outstanding options to purchase or rights of first refusal with
respect to all or any part of the Premises and has entered into no outstanding contracts with others for the
sale, mortgage, pledge, hypothecation, assignment, lease or other transfer of all or any part of the
Premises and there are no leases, written or oral, affecting the lands underlying the Easements.
(e) Grantor has and will comply with all environmental, health and safety laws with
respect to the Premises.
(f) Grantor has not received notice of condemnation of all or any part of the Premises,
notice of any assessment for public improvements, or notices with respect to any zoning ordinance or
other law, order, regulation or requirement relating to the use or ownership of such lands and there exists
no violation of any such governmental law, order, regulation or requirement and there is no litigation
pending or threatened, which in any manner affects the Easements.
(g) The representations and warranties made hereunder shall survive the Closing.
Grantor agrees to indemnify, defend and hold harmless Grantee and its officers, directors, shareholders,
agents and attorneys for, from, and against all damages asserted against or incurred by any of them by
reason of or resulting from a breach by Grantor of any representatit-n, warranty or covenant of Grantor
contained herein or in any agreement executed in connection herewith.
10. Non -Disturbance. During the Term, Grantor will not improve or grant any other easement,
ground lease, lease, license, sale or other similar interest of or upon the Premises if such improvement or
interest would interfere with Grantee's use of the Easements nor shall Grantor during the Term enter into
any other lease, license or other agreement for a similar purpose as set forth herein, on or adjacent to the
Premises. Grantee and its tenants, Iessees, sublessees, licensees, agents, successors, and assigns are
currently utilizing the Exclusive Easement for the non-exclusive purpose of transmitting and receiving
telecommunication signals. Grantor and Grantee recognize the Grantee's use of the easement rights set
forth in this Agreement would be frustrated if the telecommunications signals were blocked, if an
obstruction were built that would cause interference with such transmission, if access and/or utilities to
and from the Exclusive Easement were partially and/or completely inhibited, or if Grantee's use was
otherwise materially interfered with or prevented. Grantor, for itself, its successors and assigns, hereby
agrees to use its best efforts to prevent the occurrence of any of the foregoing, and shall promptly
undertake any remedial action necessary to do so. Grantee shall have the express right to seek an
injunction to prevent any of the activity prohibited by this Section 10.
11. Access and Utilities. To the extent not otherwise addressed herein, (or to the extent any
access and utility easement specifically referenced herein, including but not limited to the Access and
Utility Easement or the Exclusive Easement, if applicable, cannot, does not, or will not fully
accommodate the access and utility needs of the Exclusive Easement at any time), Grantor hereby grants
and conveys unto Grantee, its tenants, lessees, sublessees, licensees, agents, successors and assigns, full,
complete, uninterrupted and unconditional access to and from the Exclusive Easement, seven days a
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week, 24 hours a day, over and across any adjacent property now or hereafter owned by Grantor, for,
without limitation, ingress and egress to and from the Exclusive Easement, as well as the construction,
installation, location, maintenance, relocation and repair of overhead and/or underground utility
connections, including electric, telephone, gas, water, sewer, and any other utility connection, provided
that Grantee shall repair any damages to the Premises caused by such access. This easement, and the
rights granted herein, shall be assignable by Grantee to any public or private utility company to further
effect this provision. Grantor agrees to maintain all access roadways from the nearest public right of way
to the Exclusive Easement in a manner sufficient to allow for pedestrian and vehicular access to the
Exclusive Easement at all times. If it is reasonably determined by Grantor or Grantee that any utilities
that currently serve the Exclusive Easement are not encompassed within the description of the Access and
Utility Easement set forth herein, then Grantor and Grantee agree to amend the description of the Access
and Utility Easement set forth herein to include the description of such areas. If it becomes necessary to
relocate any of the utility lines that serve the Exclusive Easement, Grantor hereby consents to the
reasonable relocation for such utility lines upon the premises for no additional consideration, and hereby
agrees to reasonably cooperate with Grantee to create a revised legal description for Access and Utility
Easement that will reflect such relocation.
12. Mortgagees' Continuation Rights and Notice and Cure. Grantee may from time to time
grant to certain lenders selected by Grantee and its affiliates (the "Lender") a lien on and security interest
in Grantee's interest in this Agreement and all assets and personal property of Grantee located on the
Easements, including, but not limited to, all accounts receivable, inventory, goods, machinery and
equipment owned by Grantee ("Personal Property") as collateral security for the repayment of any
indebtedness to the Lender. Should Lender exercise any rights of Grantee under this Agreement, Grantor
agrees to accept such exercise of rights by Lender as if same had been exercised by Grantee. If there shall
be a monetary default by Grantee -under the Agreement, Grantor shall accept the cure thereof by Lender
within fifteen (15) days after the expiration of any grace period provided to Grantee under this Agreement
to cure such default, prior to terminating this Agreement (if permitted by the terms hereof). If there shall
be a non -monetary default by Grantee under this Agreement, Grantor shall accept the cure thereof by
Lender within thirty (30) days after the expiration of any grace period provided to Grantee under this
Agreement to cure such default, prior to terminating this Agreement (if permitted by the terms
hereof). Hereafter, this Agreement may not be amended in any respect which would be reasonably likely
to have a material adverse effect on Lender's interest therein or surrendered, terminated or cancelled,
without the prior written consent of Lender. If the Agreement is terminated or is rejected in any
bankruptcy proceeding, Grantor will enter into a new easement agreement with Lender or its designee on
the same terms as this Agreement within 15 days of Lender's request made within 30 days of notice of
such termination or rejection, provided Lender pays all past due amounts under the Agreement, if
any. The foregoing is not applicable to normal expirations of this Agreement. Grantor hereby agrees to
subordinate any security interest, lien, claim or other similar right, including, without limitation, rights of
levy or distraint for rent, Grantor may have in or on the Personal Property, whether arising by agreement
or by law, to the liens and/or security interests in favor of the Lender, whether currently existing or arising
in the future. Nothing contained herein shall be construed to grant a lien upon or security interest in any
of Grantor's assets. Simultaneous with any notice of default given to Grantee under the terms of this
Agreement, Grantor shall deliver of copy of such notice to Lender at an address to be provided by
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Grantee.
13. Notices. All notices required to be given by any of the provisions of this Agreement,
unless otherwise stated, shall be in writing and delivered in person or by a national overnight delivery
service (and shall be effective when received, when refused or when the same cannot be delivered) to the
appropriate party at the address set forth below (or at such other address designated in writing pursuant to
the terms hereof):
To Grantor: Gobil, LLC
6915 SE Harbor Circle
Stuart, FL 34996 .
To Grantee: SBA Towers IX, LLC
8051 Congress Avenue
Boca Raton, FL 33487
Attn: Legal Dept.
RE: NY18009-G USNY10002 Baxter
14. Force Majeure. The time for performance by Grantor or Grantee of any term, provision, or
covenant of this Agreement shall be deemed extended by time lost due to delays resulting from strikes,
civil riots, floods, labor or supply shortages, material or labor restrictions by governmental authority,
litigation, injunctions, and any other cause not within the control of Grantor or Grantee, as the case may
be.
15. Recording. This Agreement shall be recorded at either Grantor's or Grantee's option.
16. Miscellaneous. 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. This Agreement
shall be governed by and construed in accordance with the laws of the state or commonwealth where the
Premises are located.
17. Captions and Headings. The captions and headings in this Agreement are for convenience
and shall not be held or deemed to define, limit, describe, explain, modify, amplify or add to the
interpretation, construction or meaning of any provisions of or the scope or intent of this Agreement.
18, Cumulative Remedies. Except as otherwise expressly provided herein, each and every one
of the rights, benefits and remedies provided to Grantor or Grantee by this Agreement, or by any
instrument or documents executed pursuant to this Agreement, are cumulative and shall not be exclusive
of any other of said rights, remedies and benefits allowed by law or equity to Grantee.
19. Counterparts. This Agreement may be executed in one or more counterparts, and by the
different parties hereto in separate counterparts, each of which when executed shall be deemed to be an
original but all of which taken together shall constitute one and the same agreement.
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0 •
20. Severability. If any provision of this Agreement is deemed unenforceable in whole or in
part, such provision shall be limited to the extent necessary to render the same valid or shall be excised
from this Agreement, as circumstances require, and this Agreement shall be construed as if such provision
had been so limited or as if such provision had not been included herein, as the case may be.
Additionally, if any laws, rules or regulations promulgated by any state, county or local jurisdiction,
including without limitation those concerning zoning, subdivision or land use, or should any court of
competent jurisdiction, make the sale of the Easements herein either void or voidable, Grantor agrees that
upon the written request of Grantee, the grant of the Easements shall convert to a ground lease between
Grantor, as lessor, and Grantee, as lessee, (with the Exclusive Easement area being the leased premises
therein, and the Access and Utility Easement area remaining a non-exclusive easement for access and
utility purposes) for uses consistent with those set forth in Section 6 hereof, and containing other terms
and conditions acceptable to both parties; provided that Grantee shall not be required to obtain the
consent of Grantor to enter into any sublease or license of any portion of the Exclusive Easement or to
permit sublessees or licensees to utilize the Access and Utility Easement; nor shall Grantor be entitled to
any additional consideration in connection with such subleases and licenses; and provided that the
delivery of the consideration paid by Grantee to Grantor for the Easements at the execution of this
Agreement shall constitute the prepayment of rent under such ground lease for an extended term of 50
years.
21. Attorney's Fees. If there is any legal action or proceeding between Grantor or Grantee
arising from or based on this Agreement, the unsuccessful party to such action or proceeding shall pay to
the prevailing party all costs and expenses, including reasonable attorney's fees and disbursements
incurred by such prevailing party in such action or proceeding and in any appeal in connection therewith.
If such prevailing party recovers a judgment in any such action, proceeding or appeal, such costs,
expenses and attorney's fees and disbursements shall be included in and as a part of such judgment.
22. Entire Understanding and Amendment. This Agreement and the closing documents
executed in connection therewith, constitute the entire understanding between the parties with regard to
the subject matter hereof and there are no representations, inducements, conditions, or other provisions
other than those expressed herein. This Agreement may not be modified, amended, altered or changed in
any respect except by written agreement and signed by each of the parties hereto.
23. Zoning. To the extent any improvements, whether now or in the future existing, upon the
Exclusive Easement do not meet zoning or other land -use requirements, or to the extent such
improvements may otherwise have to be constructed and/or relocated, Grantor hereby consents to the
reasonable construction and/or relocation of such improvements to accommodate such requirements and
agrees to reasonably cooperate with Grantee to create a revised legal description for the Exclusive
Easement and the Access and Utility Easement. Grantor hereby covenants and agrees that neither Grantor
nor an affiliate of Grantor shall at anytime file an opposition to a zoning or land use application of
Grantee or in any way publicly oppose Grantee at a zoning hearing or other land use proceedings in
connection with the Premises and the Easements; and that Grantor shall promptly cooperate with Grantee
in making application for obtaining all licenses, permits, and any other necessary approvals that may be
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required for Grantee's intended use of the Easements.
24. Rule Against Perpetuities. If the rule against perpetuities or any other rule of law would
invalidate the Easements or any portion or provision hereof or would limit the time during which the
Easements or any portion or provision hereof shall be effective due to the potential failure of an interest in
property created herein to vest within a particular time, then each such interest in property shall be
effective only from the date hereof until the passing of twenty (20) years after the death of the last
survivor of the members of Congress of the United States of America (including the House of
Representatives and the Senate) representing the state in which the Premises is located who are serving on
the date hereof, but each such interest in property shall be extinguished after such time, and all other
interests in property created herein and all other provisions hereof shall remain valid and effective without
modification.
25. Cure Period; Default. No party to this Agreement shall be in default of the terms thereof
until thirty (30) days following the date of the defaulting party's receipt of notice of default from the non -
defaulting party. In the event such default is not reasonably capable of cure within such thirty (30) day
period and such defaulting party promptly and diligently pursues the cure of such default during such cure
period, such cure period shall be extended for so long as the defaulting party diligently pursues such cure
for a maximum of ninety (90) additional days. In no event shall Grantor be entitled to terminate this
Agreement as a result of or remedy for any breach or default thereunder by Grantee. In the event Grantor
fails to comply with the terms of this Agreement, Grantee may, in its sole and absolute discretion, cure
any such default, and to the extent Grantee incurs any expenses in connection with such cure (including
but not limited to the amount of any real property taxes Grantee pays on behalf of Grantor), Grantor
agrees to promptly reimburse Grantee for such expenses inured and hereby grants Grantee a security
interest and lien in the Premises and the parent parcel in which it is located, if any, to secure Grantor's
obligation to repay such amounts to Grantee.
26. Right of First Refusal/Exclusivity. If at any time during term of this Agreement, Grantor
receives a bona fide written offer from a. third person (the "Offer") to sell, assign, convey, lease or
otherwise transfer or create any interest in the Easements and/or Premises, or any portion thereof, which
Grantor desires to accept, Grantor shall first give Grantee written notice (including a copy of the proposed
contract) of such Offer prior to becoming obligated under such Offer, with such notice giving Grantee the
right to purchase the Easements for a pro -rata price based on the size that the Easements are to the portion
of the Premises described in the Offer. Grantee shall have a period of thirty (30) days after receipt of
Grantor's notice and terms to accept the Offer or exercise Grantee's right to purchase the Easements and
exercise this right of first refusal by notifying Grantor in writing. If Grantee has not accepted the Offer or
exercised its right to purchase the Easements in writing to Grantor within such thirty (30) day period, the
Offer will be deemed rejected. In addition to the above, Grantor shall not, at any time during the'term of
this Agreement, grant any interest in any portion of the Premises (other than the conveyance of fee simple
title to the entire Premises) to any third party without the prior written consent of Grantee, in Grantee's
sole and absolute discretion.
As part of Grantee's right to the undisturbed use and enjoyment of the Easements, Grantor shall not, at
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NY 18009-0 USNY10002 BAXTER
any time during the term of this Agreement (i) use or suffer or permit another person to use any portion of
the Premises or any adjacent parcel of land now or hereafter owned, leased or managed by Grantor for the
uses permitted herein or other uses similar thereto, or (ii) grant any interest or an option to acquire any
interest in any portion of the Premises that permits (either during the term of this Agreement and/or after
the term hereof) any of the uses permitted under this Agreement without the prior written consent of
Grantee, in Grantee's sole discretion. Grantor may not assign any Easement Payment or this Agreement
or any rights hereunder, except in connection with conveyance of fee simple title to the Premises, without
the prior written consent of Grantee, in Grantee's sole and absolute discretion.
27. Further Acts, Attorney -In -Fact. Grantor shall cooperate with Grantee in executing any
documents necessary to protect Grantee's rights under this Agreement or Grantee's use of the Easements
and to take such action as Grantee may reasonably require to effect the intent of this Agreement. Grantor
hereby irrevocably appoints Grantee as Grantor's attorney-in-fact coupled with an interest to prepare,
execute and deliver land -use and zoning applications that concern the tower or the tower facilities, on
behalf of Grantor with federal, state and local governmental authorities.
[The remainder of this page is intentionally left blank. Signatures to follow.]
00091631 - v5
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NY18009-G USN Y10002 BAXTER
CN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the
dates written below.
WITNESSES:
6 W -m a I , .1 tT-0M.
STATE OF FLORI A
COUNTY OFG., 1 n
GRANTOR:
GOBIL, LLC, a Florida limited liability company
By: (�w f J�
William J. BaxtefjManaging Member
The foregoing instrument was acknowledged before me April _1%%, 2016, by William J. Baxter,
Managing Member of Gobil, LLC, a Florida limited liability company on behalf of the company, who is
personally known to me.
Samantha We
ivNOTARY PUBLIC
STAM OF FLORIDA
Co n ro FF937279
EXPIrss 1'I lI B 019
(NOTARY SEAL)
00091631 - v5
NY 1$009-G USNY10002 BAXTER
4
1�ev kL4
I'CoXy Public
Print Name:
My Commission Expires:111(fln
WITNESSES:
—lot&
Print Name: N 0
STATE OF FLORIDA
COUNTY OF PALM BEACH
GRANTEE:
SBA TOWERS IX, LLC, a Delaware limited liability
company
By: 4h —rte
Thomas P. Hunt
Executive Vice President & General Counsel
The foregoing instrument was acknowledged before me I"lC ,3 , 2016, by Thomas
P. Hunt, the Executive Vice President & General Counsel SBA Towers IX, LLC, a Delaware limited
liability company on behalf of the company, who is personally known to me.
(NOTARY SEAL)
00091631 - v5
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NYI8009-G USNY10002 BAXTER
.+"""'•. QENISE M. SCHERER
YP
Notary Public - State of Florida
•_ My
Notary Public
Comm. Expires Apr 24, 2017
Commission # FF 005763
Print Name:
Bonded Through National Notary Assn.
My Commission Expires:
(NOTARY SEAL)
00091631 - v5
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NYI8009-G USNY10002 BAXTER
EXHIBIT `A'
PREMISES
LEGAL DESCRIPTION: PARENT PARCEL (AS PROVIDED)
SITUATED IN THE TOWN OF SOUTHOLD, COUNTY OF SUFFOLK, STATE OF NEW YORK:
PARENT PARCEL:
CERTAIN REAL PROPERTY AS SHOWN ON THE SUFFOLK COUNTY TAX MAP AS DISTRICT 1000,
SECTION 108, BLOCK 4, LOT(S) 11.003 AND 11.002, AND BEING FURTHER DESCRIBED AS BEING LOT
NO. 2 ON A CERTAIN MAP ENTITLED, "MAP OF ALTERATION OF BOUNDARY LINE PROPOSED FOR
WILLIAM J. BAXTER, JR., PATRICIA BAXTER, ROBERT A. GOELLER, JR. AND JANE P. GOELLER, AT
MATTITUCK, TOWN OF SOUTHOLD, SUFFOLK COUNTY, N.Y." FILED ON MAY 15, 1990 IN THE
OFFICE OF THE SUFFOLK COUNTY CLERK AS MAP NO. 8937.
TAX I.D. NUMBER: 1000-108.00-04.00-011.003
BEING A PORTION OF THE SAME PROPERTY CONVEYED TO GOBIL,LLC, A FLORIDA LIMITED
LIABILITY COMPANY, GRANTEE, FROM WILLIAM J. BAXTER, JR, AND PATRICIA BAXTER,
GRANTOR, BY DEED RECORDED 12/07/2011, AS BOOK 12678, PAGE 798 OF THE SUFFOLK COUNTY
RECORDS.
BEING THE SAME PROPERTY CONVEYED TO GOBIL,LLC, A FLORIDA LIMITED LIABILITY
COMPANY, GRANTEE, FROM JANE B. GOELLER AS TRUSTEE OF THE GOELLER FAMILY
SURVIVOR'S TRUST U/A DATED APRIL 5, 2010, GRANTOR BY DEED RECORDED 313012016, AS BOOK
12858, PAGE 542 OF THE SUFFOLK COUNTY RECORDS.
BEING THE SAME PROPERTY CONVEYED TO GOBIL,LLC, A FLORIDA LIMITED LIABILITY
COMPANY, GRANTEE, FROM JANE B. GOELLER AS TRUSTEE OF THE GOELLER FAMILY BY-PASS
TRUST UTA DATED APRIL 5, 2010, GRANTOR BY DEED RECORDED 3/30/2016, AS BOOK 12858, PAGE
545 OF THE SUFFOLK COUNTY RECORDS.
0009163 ! - v5
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NY18009-G USNY10002 BAXTER
EXHIBIT 'B'
EXCLUSIVE EASEMENT
A PORTION OF ALL THAT CERTAIN PARCEL OF LAND LYING IN THE HAMLET OF
MATTITUCK, COUNTY OF SUFFOLK, STATE OF NEW YORK, DESCRIBED IN DEED
BOOK 12638 PAGE 545, DEED BOOK 12858 PAGE 542, DEED BOOK 12578 PAGE 798,
FURTHER DESCRIBED AS:
COMMENCING FROM AN EXISTING IRON PIPE, FOUND ON THE NORTHERN MOST
CORNER OF SAID PARCEL (SUFFOLK COUNTY TAX PARCEL 1000-108.00-04.00-
011.003), ALSO LYING ON THE WESTERN PUBLIC RIGHT OF WAY OF ELIJAHS
LANE, HAVING NEW YORK STATE PLANE COORDINATES (LONG ISLAND ZONE)
E:1395323.13' -AND- N:307109.08';
THENCE, S 160 20' 24" W FOR A DISTANCE OF 238.19 FEET TO THE POINT OF
BEGINNING;
THENCE, S 660 02'03" W FOR A DISTANCE OF 101.79 FEET TO A POINT;
THENCE, N 230 57'57" W FOR A DISTANCE OF 100.00 FEET TO A POINT;
THENCE, N 660 02'03" E FOR A DISTANCE OF 75.00 FEET TO A POINT;
THENCE, N 230 57'57" W FOR A DISTANCE OF 20.00 FEET TO A POINT;
THENCE, N 660 02'03" E FOR A DISTANCE OF 25.00 FEET TO A POINT;
THENCE, S 230 57'57" E FOR A DISTANCE OF 85.28 FEET TO A POINT;
THENCE, N 660 02'03" E FOR A DISTANCE OF 1.66 FEET TO A POINT;
THENCE, S 240 10' 26" E FOR A DISTANCE OF 34.72 FEET TO THE POINT OF
BEGINNING CONTAINING 10,560 SQFT -AND- 0.24 ACRES.
00091631 - v5
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NY18009-G USNY10002 BAXTER
EXHIBIT `C'
NON-EXCLUSIVE ACCESS/UTILITY EASEMENT
A PORTION OF ALL THAT CERTAIN PARCEL OF LAND LYING IN THE HAMLET OF MATTITUCK,
,COUNTY OF SUFFOLK, STATE OF NEW YORK, DESCRIBED IN DEED BOOK 12638 PAGE 545, DEED
BOOK 12858 PAGE 542, DEED BOOK 12578 PAGE 798, FURTHER DESCRIBED AS:
COMMENCING FROM AN EXISTING IRON PIPE, FOUND ON THE NORTHERN MOST CORNER OF
SAID PARCEL (SUFFOLK COUNTY TAX PARCEL 1000-108.00-04.00-011.003), ALSO LYING ON THE
WESTERN PUBLIC RIGHT OF WAY OF ELIJAHS LANE, HAVING NEW YORK STATE PLANE
COORDINATES (LONG ISLAND ZONE) E. 1395323.13' -AND- N:307109.08';
THENCE, S 160 20' 24" W FOR A DISTANCE OF 238.19 FEET TO THE POINT OF BEGINNING ON AN
EXISTING 10560 SQFT TOWER LEASE,
THENCE, ALONG SAID TOWER LEASE, N 24° 10' 26" W FOR A DISTANCE OF 20.01 FEET TO A POINT;
THENCE, DEPARTING SAID TOWER LEASE, N 63° 39' 25" E FOR A DISTANCE OF 193.89 FEET TO A
POINT ON THE WESTERN RIGHT OF WAY OF ELIJAHS LANE, A PUBLICLY DEDICATED RIGHT OF
WAY;
THENCE, ALONG SAID RIGHT OF WAY, S 38° 24'55" E FOR A DISTANCE OF 20.45 FEET TO THE
THENCE, DEPARTING SAID RIGHT OF WAY S 63° 39'25" W FOR A DISTANCE OF 198.93 FEET TO THE
POINT OF BEGINNING CONTAINING 3928 SQFT -AND- 0.09 ACRES. .
00091631 - v5
NY18009-
EXHIBIT "D"
FALL RADIUS EASEMENT
A PORTION OF ALL THAT CERTAIN PARCEL OF LAND LYING IN THE HAMLET OF MATTITUCK,
COUNTY OF SUFFOLK, STATE OF NEW YORK, DESCRIBED IN DEED BOOK 12638 PAGE 545, DEED
BOOK 12858 PAGE 542, DEED BOOK 12578 PAGE 798, FURTHER DESCRIBED AS:
COMMENCING FROM AN EXISTING IRON PIPE, FOUND ON THE NORTHERN MOST CORNER OF
SAID PARCEL (SUFFOLK COUNTY TAX PARCEL 1000-108.00-04.00-011.003), ALSO LYING ON THE
WESTERN PUBLIC RIGHT OF WAY OF ELIJAHS LANE, HAVING NEW YORK STATE PLANE
COORDINATES (LONG ISLAND ZONE) E:1395323.13' -AND- N:307109.08;
THENCE, S 340 33' 07" W FOR A DISTANCE OF 244.33 FEET TO THE CENTER OF A CIRCULAR FALL
ZONE EASEMENT WITH A RADIUS OF 118.00 FEET.
00091631 - v5
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NYI8009-G USNY10002 BAXTER
EXHIBIT `E'
ADDITIONAL AREA
ADDITIONAL AREA
A PORTION OF ALL THAT CERTAIN PARCEL OF LAND LYING IN THE HAMLET OF MATTITUCK,
COUNTY OF SUFFOLK, STATE OF NEW YORK, DESCRIBED IN DEED BOOK 12638 PAGE 545, DEED
BOOK 12858 PAGE 542, DEED BOOK 12578 PAGE 798, FURTHER DESCRIBED AS:
COMMENCING FROM AN EXISTING IRON PIPE, FOUND ON THE NORTHERN MOST CORNER OF
SAID PARCEL (SUFFOLK COUNTY TAX PARCEL 1000-108.00-04.00-011.003), ALSO LYING ON THE
WESTERN PUBLIC RIGHT OF WAY OF ELIJAHS LANE, HAVING NEW YORK STATE PLANE
COORDINATES (LONG ISLAND ZONE) E:1395323.13' -AND- N:307109.08';
THENCE, S 380 23' 17" W FOR A DISTANCE OF 175.95 FEET TO THE POINT OF BEGINNING;
THENCE, S 66° 02' 03" W FOR A DISTANCE OF 25.00 FEET TO A POINT;
THENCE, N 23c57'57" W FOR A DISTANCE OF 20.00 FEET TO A POINT;
THENCE, N 660 02'03" E FOR A DISTANCE OF 25.00 FEET TO A POINT;
THENCE, S 230 5757 E FOR A DISTANCE OF 20.00 FEET TO THE POINT OF BEGINNING CONTAINING
500 SQFT -AND- 0.01 ACRES
00091631 - v5
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NY18009-G USNY10002 BAXTER
EX5TW " PIPE
POC ALL OE5(RIPTIONS
E. I39S32 & I Y- N: 307109.01•
N/F A43M DAMIAM35
PIN 1000-101OO-04.00-012.000
BOOK 12123 PAGE 905
POC TIE
S3• y3'07'*S3a23'17'llr 40L.
POC TIE
N/F N/A \ 17595'
P. 1 00-04 00-007.003
J
ADDITIONAL AREA
fSEE SHEET 2) r/
Q•
N/F RAYMOND k SALLY NEICM.EY •
PIN ,000-TOa00-OI.00-007.W3
BOOK 11975 PAGE 611
j°. I/ •°,.tic• / POB EXCLUSIVE EASEMENT.
/a 1 i' '\• �` OVERALL EXCLUSIVE EASEMENT
k NON-EXCLUSIVE ACCESS/
UTILITY EASEMENT
� Q
\ / EXCLUSIVE EASEMENT ♦� ���
(SEE SHEET 2) / cdp /
/
FALL ZONE _ •L
\ EASEMENT R-115' /
N/F GOELLER FAMLY SUAVNORS 1RI15T
/ P91 ,000-10600-04.00-011.002
CRUZ & JAMAHL GREEN BOOK 12536 PAGE 130
11165 PAGE 523 /
NA JOHN GONZALEZ
PIN IO0O--lOLOO-"OO-006000 �p 0 3p gp 170
BOOK 125" PACE 515 I I I I I
80 MAIN 1 i h - 601L
00091631 - v5
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NY 18009-G USNY 10002 BAXTER
UNE TABLE
UNE
BEARING
LENGTH
L11
566' 02' 03'w
101.79
L12
N23. 57' 57'w
100.00
L13
NBb' 02' 03T
75.00
L14
N23. 5r 57'w
20.00
LIS
N66' 02' 03'E
25.00
LIS
S23' Si 57'1
65.28
L17
N66' 02' 03'E
1.66
LIS
S24' 10' 26'E
34.72
EX5TW " PIPE
POC ALL OE5(RIPTIONS
E. I39S32 & I Y- N: 307109.01•
N/F A43M DAMIAM35
PIN 1000-101OO-04.00-012.000
BOOK 12123 PAGE 905
POC TIE
S3• y3'07'*S3a23'17'llr 40L.
POC TIE
N/F N/A \ 17595'
P. 1 00-04 00-007.003
J
ADDITIONAL AREA
fSEE SHEET 2) r/
Q•
N/F RAYMOND k SALLY NEICM.EY •
PIN ,000-TOa00-OI.00-007.W3
BOOK 11975 PAGE 611
j°. I/ •°,.tic• / POB EXCLUSIVE EASEMENT.
/a 1 i' '\• �` OVERALL EXCLUSIVE EASEMENT
k NON-EXCLUSIVE ACCESS/
UTILITY EASEMENT
� Q
\ / EXCLUSIVE EASEMENT ♦� ���
(SEE SHEET 2) / cdp /
/
FALL ZONE _ •L
\ EASEMENT R-115' /
N/F GOELLER FAMLY SUAVNORS 1RI15T
/ P91 ,000-10600-04.00-011.002
CRUZ & JAMAHL GREEN BOOK 12536 PAGE 130
11165 PAGE 523 /
NA JOHN GONZALEZ
PIN IO0O--lOLOO-"OO-006000 �p 0 3p gp 170
BOOK 125" PACE 515 I I I I I
80 MAIN 1 i h - 601L
00091631 - v5
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NY 18009-G USNY 10002 BAXTER