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Home My WebLink AboutASSIGNMENT AGREEMENT - 17-00022 - 1145 S 2nd E - Cell Tower-3-2- �'16 First American Title C ompany This Instrument was prepared by & alter recording returned to SBA Towers H LLC 5900 Broken Sound Parkway, NW Third FloorlLegal Department Boca Raton, Florida 33497 Instrument # 361931 REXBURG, MADISON, IDAHO 6-25-2010 12:10:02 No. of Pages: 6 Recorded for: SBA NETW RK S5R1AgXKS MARILYN R. RASMUSSE e: 18.00 Ex -officio Recorder Depul (561) 995-7670 ASSIGNMENT AND ASSUMPTION AGREEMENT This Assignment and Assumption Agreement (this "Assignment') is made as of 700-7 ("Transfer Date"), by and among NTCH-IDAHO, INC., an Idaho corporation ("Assignor'); and SBA TOWERS H LLC, a Florida limited liability company (the "Assignee'), to -wit: } RECITALS A. Assignor and Assignee entered into a Purchase and Sale Agreement, dated as of October S, 2007 (the "Purchase Agreement") whereby Assignor has, among other things, agreed to assign all its right, title and interest in and to the Ground Lease (as defined on Exhibit "A") to J Assignee and to sell and convey to Assignee all improvements thereon, including all communications towers or monopoles on the Real Property (as defined on Exhibit "B")_ Capitalized terms used herein that are not otherwise defined have the meanings ascribed to such terms in the Purchase Agreement. B. This Assignment is made and delivered in accordance with, and as additional documentation of, the Purchase Agreement, and to erect the transfer by the Assignors to the Assignee, and the assumption by the Assignee, of the Ground Leases and other interest identified in the Purchase Agreement. NOW, THEREFORE, KNOW BY THESE PRESENTS, that subject to and as more fully set forth in the Purchase Agreement; As of the Transfer Date, Assignor hereby assigns and transfers to Assignee and its successors and assigns all of its right, title, claim and interest in, to and under (i) the Ground Lease (ii) all Appurtenant Property relating to the Real Property, (iii) all Easements benefiting the Real Property, and (iv) all Improvements constructed on the Real Property or the Easements. Assignee as of the Transfer Date hereby accepts the foregoing assignment and assumes all of the Assignor's obligations under (i) the Ground Lease (ii) all Appurtenant Property relating to the Real Property, (iii) all Easements benefiting the Real Property, and (iv) all Improvements constructed on the Real Property or the Easements. Site ID: M10543 -A, Rexsburg Assignor warrants and represents that it is duly organized, validly existing and in good standing under the laws of the state of its incorporation, that it has the full corporate power to execute, deliver and perform this Assignment and all other agreements and documents to be executed and delivered by it in connection with the Purchase Agreement and all other agreements and documents to be executed and delivered by it in connection therewith. Assignor covenants with the Assignee that Assignor will take all such further actions, execute and deliver all such further documents and do all other acts and things as the Assignee may reasonably request for the purpose of carrying out the intent of this Assignment. The Assignee covenants with the Assignor that the Assignee will take all such further actions, execute and deliver all such further documents and do all other acts and things as the Assignor may reasonably request for the purpose of carrying out the intent of this Assignment. Nothing contained in this Assignment will be deemed to supersede, modify, limit or amend any of the rights, obligations or agreements of the Assignee or the Assignor under the Purchase Agreement. If any conflict exists between the terms of this Assignment and the terms of the Purchase Agreement, the terms of the Purchase Agreement shall govern and control. This Assignment is delivered in accordance with and subject to the terms and provisions of the Purchase Agreement. Except as specifically provided for in the Purchase Agreement, Assignor mares no warranties or representations, implied or otherwise, of any nature with respect to Assignor's right, title, claim and interest in, to and under any of Assignor's rights, title, claims and interests which are the subject of this Assignment. This Assignment shall be governed by and construed under Florida law, without regard to conflict of laws principles. No supplement, modification or amendment of this Assignment shall be binding unless made in a written instrument which is signed by all of the parties and which specifically refers to this Assignment. This Assignment may be executed in multiple counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same document. [The remainder of this page intentionally left blank. Signatures to follow.] 2 Site ID: 3D10543 -A, Rexsburg Executed as of the date first written above. WITNESSES By: .Print Name: By: Print Name: State of Idaho ss. County of .'cz`� hcC� ASSIGNOR: NTCH-IDAHO, INC., an Idaho corporation I 5,A rr W-fij- �=Iill On this 1 <' day of ba A,L r' 2007, bore me, the undersigned, a Notary Public, in and for said State, personally apreared X r ✓) �,J' J4known me, or identified to me on the basis of satisfactory evidence, to be e,L�i of the corporation that executed the instrument and that the foregoing instrument was signed on behalf of said corporation by authority of a resolution of it's board of directors and acknowledged to me that such corporation executed the same. WITNESS MY HAND AND OFFICIAL SEAL. My Commission expires: j`, l J 12— Site 1D: @10543-A, Remburg WITNESSES ASSIGNEE: SBA TOWERS 11 LLC, a Florida limited liability company By:�- Name: Thomas P. Hunt Title: Senior Vice President & General Counsel STATE OF FLORIDA } COUNTY OF PALM BEACH The foregoing instrument was acknowledged before me this day of by Thomas P. Hunt, the Senior Vice President and General Counsel of SBA Towers It LLC, a Florida limited liability company, on behalf of the company. He is 2ers ml known to me or has produced (type of identification) as identification. WAA9*t&A,LA6:�� Z Notary Publi Print Name: My Commission Expires: 4 Site ID: ID1a543-A, Rmsburg E)QHBIT "A" The Ground Lease That certain Lease Agreement dated March 17, 2002, by and between Lili B. Kimmel, a married woman and LATCH -Idaho, Inc., an Idaho corporation as evidenced by that Memorandum of Lease dated March 17, 2002 and recorded on May 21, 2002 as Instrument Number 295994 in the Madison County Recorders Office, Rexburg, Madison County, Idaho. Site 1D: ID 10543-A, Rexsburg EXHIBIT "A" PARCEL I: PART OF THE NWti/4SWIA OF SECTION 32, TOWNSHIP G NORTH, RANGE 40 E.ii.M,, MADISON COUNTY, IDAHO, DESCRIBED AS: BEGINNING AT A POINT THAT IS N+ 0014'15" W. 1764,93 FEET ALONG THE SECTION LINE AND N. 89045'45" E. 1211,61. FEET AND N. 0a14'I5" W, 6.[X[3 r ET wRQM THE SW CORNER OF SAID SECTION 32 AND RUNNING THENCE N. (X°14'15'° W. 60.00 FEET; THENCE W €3904545" E. 60,00 FEET, THENCE S. 0014'15" E. 60.00 FEET, t'HENCE 5. 89°45'45" W. 60,00 FEET TO THE POINT OF BEGINNING, PARCEL 2: A 30 FOOT WIDE ACCESS AND UTILM EASEMENT BEING 15 FEET BOTH SIDES OF THE FOLLOWING DESCRIBED CEl'NTERLINE' BEGINNING AT A POINT'THAT IS N. 00*14'15" W, 1.296.24 FEET ALONG THE 'WEST LINE OF SECTION 32 PItOM THE SW CORNER OF SAID SECTION 32, TOWNSHIP 6 SORT", RANGE 40 F,B, f., MADISON COUNTY, IDAHO, AND RUNNING THENCE THE FOLLOWING TWELVE COURSES,. (1) S. 88°21'496" E, 194.99 FEET; THENCE (2) N, 77102'02" E. 120,33 FEET, THENCE (3) N. 80"22'57" E: I9OZ6 FEET; THENCE (4) N. 86"23'2.6 E. 353,46 FEET; THENCE (5) N. 09033"38" E, 264.44 FEET, THENCE (6) N. 29°38'57" E, 78.11 FEET; THENCE (1) N. 78"19'16" E. 72.:Iq FEET; THENCE (8) S. "'44'18" E.. 79.86 FEET; THENCE (9) S. 38956'12" E. 46.86 FEET; THENCE (10) N. 26°31'39" E. 1.37.07 FEET; THENCE (11) N. 34.02-50" E. 25,42 FEET; THENCE (12) N. 89"45'45":E. 2.7.43 FEET TO THE fND of SAID EASEMENT.