12/09/1998 Agreement
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BRANCH OFFICE
3117 OVERSEAS HIGHWAY
MARA TIiON, FLORIDA 33050
TEL (305) 289-6027
FAX (305) 289-1745
CLERK OF THE CIRCUIT COURT
MONROE COUNTY
500 WHITEHEAD STREET
KEY WEST, FLORIDA 33040
TEL. (305) 292-3550
FAX (305) 295-3660
BRANCH OFFICE
88820 OVERSEAS HIGHWAY
PLANTATION KEY, FLORIDA 33070
TEL. (305) 852-7145
FAX (305) 852-7146
H.EHQBAHnllH
TO:
Reggie Paros,
Director of PUblic Safety
Attn: Tina Warren
FROM:
Isabel C. DeSantis, Deputy Clerk \j), c:, fr;
DATE:
March 24, 1999
As you know, at the December 9, 1998 meeting, the Board granted
approval and authorized execution of a License Agreement between
Monroe County and Nextel South Corp d/b/a Nextel Communications
concerning use of a designated portion of the rooftop and space
on the new Tower at 500 Whitehead Street in Key west.
Enclosed are three duplicate originals of the subject document
for your handling.
Should you have any questions concerning the above, please do not
hesitate to call.
cc: County Attorney
County Administrator, w/o doc.
Finance Director
/File
Market: SOUTH FLORIDA
Site No.: FL1869-A
Site Name: Dwn Key West
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LICENSE AGREEMENT
This License Agreement (the "Agreement") is made and entered into this
9th day of December, 1998, by and between MONROE COUNTY, FLORIDA, whose
address is 500 Whitehead Street, Key West, Florida 33040 (hereinafter referred to as
"COUNTY") and Nextel South Corp, a Georgia Corporation d/b/a Nextel
Communications with an address of 851 Trafalgar Court, Suite 300E, Maitland, FL
32751 (hereinafter referred to as "LICENSEE").
COUNTY is the owner of certain real property (the "Real Property"), a
guyed communications tower and communications equipment facility located on top of
the County Courthouse at 500 Whitehead St, Key West Florida and COUNTY is willing
to lease to LICENSEE, approximately 100 square feet of the designated portion of the
rooftop and space on the new Tower as proposed to the COUNTY in the Sprint
Spectrum Agreement. (The Building Space and the Tower Space are collectively referred
to as the ("Premises"), subject to the terms and conditions set forth below. In
consideration of the foregoing premises and the license fees and mutual covenants
contained herein, the parties agree as follows:
1. COUNTY hereby grants a license to LICENSEE, and LICENSEE
accepts the right to use such a license from COUNTY, the Premises, subject to the terms
and conditions of this License Agreement. The parties shall mutually agree as to where
LICENSEE will locate its equipment in the Building Space, and such shall be reflected in
Exhibit "A" which shall serve as conclusive evidence as to the parties' agreement to this
matter. The parties agree that this License Agreement and LICENSEE'S obligations
hereunder are contingent upon the Sprint Spectrum completing construction of the Tower
and Building as proposed by Sprint Spectrum in the attached proposal and plans, and
receiving all permits, approvals and certificates necessary for the use and occupancy
thereof LICENSEE shall use the Premises for the purpose of constructing, maintaining
and operating a communications facility and uses incidental thereto the communication
facility, consisting of the placement of communicating services equipment, mounting of
antennas, and installation of coaxial cables (between the communicating services
equipment and the antennas), electrical utility service and fiber optic or telephone cables.
The antennas and associated equipment to be mounted on the Tower as mutually agreed to
by COUNTY Communications. COUNTY also grants to LICENSEE, the non-exclusive
right for ingress and egress, on foot or motor vehicle, including trucks, to the Premises and
adjacent parking areas, and associated common areas seven (7) days a week, twenty-four
(24) hours a day, including normal business hours, for installation, maintenance and
operation, all at LICENSEE'S sole expense, of the Communications Facility, including
the installation and maintenance of utility wires, cables, conduits and pipes over, under or
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along said right of way. LICENSEE acknowledges that this is a secured facility and may
require County escort to various areas within the facility. COUNTY shall cooperate with
LICENSEE in its effort to obtain utility service along said right of way by signing such
documents or easements as may be required by utility companies. In the event any utility
company is unable to use the right of way, the COUNTY agrees to grant additional right
of way or easement as necessary. COUNTY shall share any existing parking areas for use
by LICENSEE adequate to meet the needs of LICENSEE. COUNTY grants LICENSEE
the right to use adjoining and adjacent land as is reasonably required during the
installation of the Communications Facility,
2. LICENSEE must commence installation of its communications
equipment on the Premises within 60 days of receipt of final building permits to construct
the same or One Hundred Eighty (180) days from final execution of this Agreement,
which ever first occurs ("Commencement Date"). LICENSEE shall complete said
installation within 90 days of commencement of construction. LICENSEE shall provide
COUNTY with written notice of the Commencement Date within ten (10) days
preceding the commencement by LICENSEE and which written notice shall become a
part of this LICENSE AGREEMENT. From and after the Commencement Date,
LICENSEE shall pay to COUNTY an annual license fee of Twenty Thousand No/lOO
Dollars ($20,000.00), to be paid annually in advance plus applicable sales tax, on the
commencement date, should the Commencement Date not be on the first day of the
month, the first month may be prorated, License fee shall be paid to the COUNTY at the
address set forth above or such other person, firm or place as the COUNTY may
designate in writing at least thirty (30) days in advance of any license fee payment date.
License fee shall be adjusted annually by a four (4%) per cent increase.
3. This LICENSE AGREEMENT shall be for an initial term of five (5)
years, subject to the terms and conditions set forth in this LICENSE AGREEMENT,
LICENSEE shall have the option to extend this LICENSE AGREEMENT for two (2)
additional five (5) year terms, and such extensions shall automatically occur unless
LICENSEE provides COUNTY written notice of its intention not to extend this
LICENSE AGREEMENT at least six (6) months prior to the end of the then current
license fee term. If at the end of the second (2nd) five (5) year extension term this
LICENSE AGREEMENT has not been terminated by either party by giving to the other
written notice of an intention to terminate it at least six (6) months prior to the end of
such term, this LICENSE AGREEMENT shall continue in force upon the same
covenants, terms and conditions for a further term of one (1) year, and for annual terms
thereafter until terminated by either party by giving to the other written notice of its
intention to so terminate at least six (6) months prior to the end of such term.
4. LICENSEE shall use and occupy only that portion of the equipment
shelter space, Tower and antenna locations as originally proposed in the attached
proposal and plans. LICENSEE shall bear all costs of permitting and construction costs,
LICENSEE agrees to pay Sprint Spectrum a one-time modification fee of Twenty
Thousand ($20,000.00) Dollars due on the commencement date ofthis Agreement.
Market: SOUTH FLORIDA
Site No.: FLl869-A
Site Name: Own Key West
5. LICENSEE shall prepare, at its expense, all necessary drawings and
specifications for the installation of LICENSEE'S telecommunications equipment, which
COUNTY shall have the right to approve, such approval not to be unreasonably withheld
or delayed. COUNTY shall have been deemed to have approved the drawings and
specifications if COUNTY has not given written notice of its approval disapproval of if
COUNTY has not delivered written objections to LICENSEE within ten (10) business
days of COUNTY's receipt of such drawings and specifications. In addition, LICENSEE
shall have the right to file any applications for certificates, permits and other approvals
that may be required by any federal, state or local authorities.
6, LICENSEE shall be responsible for all costs and expenses relating to the
provision of electrical service to its communications equipment. LICENSEE'S electrical
service shall be separately metered and LICENSEE shall be responsible for the cost of
installation of such meter.
7. LICENSEE agrees to install radio equipment of a type and frequency,
which will not cause interference with existing antennas, or equipment on the Tower at
the time of such installation. All disputes regarding interference whether caused by the
COUNTY, LICENSEE or other tenant(s) and/or user(s) of the Tower and Building shall
be resolved pursuant to the terms and provisions of that certain interference agreement
attached hereto as Exhibit "I" (the "Interference Agreement"). COUNTY agrees that
prior to allowing any additional tenant(s) or user(s) to collocate on the Tower and in the
building, such tenant or user must join in and agree to be bound by the Interference
Agreement.
LICENSEE shall operate the LICENSEE Facilities in a manner that will
not cause interference to COUNTY and other LICENSEEs or licensees of the Property,
provided that their installations predate that of the Licensee Facilities. All operations by
LICENSEE shall be in compliance with all Federal Communications Commission
("FCC") requirements.
Subsequent to the installation of the LICENSEE Facilities, COUNTY
shall not permit itself, its Lessees or licensees to install new equipment on the Property or
property contiguous thereto owned or controlled by COUNTY, if such equipment is
likely to cause interference with LICENSEE's operations. Such interference shall be
deemed a material breach by COUNTY. In the event interference occurs, COUNTY
agrees to take all action necessary to eliminate such interference, in a reasonable time
period. In the event COUNTY fails to comply with this paragraph, LICENSEE may
terminate this Agreement, and/or pursue any other remedies available under this
Agreement, at law, and/or at equity.
8, LICENSEE does hereby agree that the COUNTY may license future
additional communicating service antennas or equipment for the purpose of wireless
communications on the tower and the ability to modify or relocate its above described
antennas on the tower, at the Premises provided that the new licensees antennas do not
conflict with COUNTY's or other tower user's antennas and equipment identified in the
attached Exhibit "I" the structural capacity of the Tower, whether existing or modified
by LICENSEE, is sufficient based on standard and accepted engineering practices.
Market: SOUTH FLORIDA
Site No.: FLl869-A
Site Name: Own Key West
9. COUNTY acknowledges that it is aware of its obligations under Section
303 of the Communications Act of 1934 (47 U.S.c. 303) to maintain the painting and
illumination of the tower as prescribed by the Federal Communications Commission
("FCC"). COUNTY further acknowledges that it is aware that it is subject to forfeitures
assessed by the FCC for violations of such rules and requirements. COUNTY further
acknowledges that it, and not the LICENSEE, shall be responsible for compliance with
all tower and building markings and lighting requirements which may be required by the
F ederal Aviation Administration ("FAA") or the FCC, but allows LICENSEE the right to
monitor the tower lighting systems on the premises. To the extent permitted by Law
COUNTY shall indemnify and hold harmless LICENSEE from any fines or other
liabilities caused by the COUNTY's failure to comply with the requirements of the FAA
or FCC.
COUNTY acknowledges that it, and not LICENSEE, shall be responsible
for compliance with all tower marking and lighting requirements of the Federal Aviation
Administration ("FAA") and the FCC. COUNTY shall indemnify and hold LICENSEE
harmless from any fines or other liabilities caused by COUNTY's failure to comply with
such requirements. Should LICENSEE be cited by either the FCC or FAA because the
Tower is not in compliance and, should COUNTY fail to cure the conditions of
noncompliance within the time frame allowed by the citing agency, LICENSEE may
either terminate this Agreement immediately on notice to COUNTY or proceed to cure
the conditions of noncompliance at COUNTY's expense, which amounts may be
deducted from the Rent.
10. Throughout the term of this LICENSE AGREEMENT and extensions
thereof, COUNTY shall keep and maintain in good order, condition and repair the Real
Property, Building and Tower. LICENSEE shall provide its reasonable cooperation to
COUNTY in connection with COUNTY's maintenance and repair of the same; provided,
however, LICENSEE shall not be required to remove its wireless telephone equipment,
antennas and/or coaxial transmission lines or related equipment from the Premises in
connection therewith, unless required by law.
11. LICENSEE shall indemnify and hold COUNTY harmless against any
claims of liability or loss from personal injury or property damage resulting from or
arising out of the use and occupancy of the Premises by the LICENSEE, its servants or
agents, excepting, however, such claims or damages as may be due to or caused by the
acts of the COUNTY, its servants or agents.
12. LICENSEE shall procure and maintain insurance as contained in Exhibit
"B" .
LICENSEE, at LICENSEE's sole cost and expense, shall procure and
maintain on the Premises and on the LICENSEE Facilities, bodily injury and property
damage insurance with a combined single limit of at least One Million and 00/100
Dollars ($1,000,000.00) per occurrence. Such insurance shall insure, on an occurrence
basis, against liability of LICENSEE, its employees and agents arising out of or in
connection with LICENSEE's use ofthe Premises, all as provided for herein. LICENSEE
Market: SOUTH FLORIDA
Site No.: FLl869-A
Site Name: Own Key West
acknowledges that the COUNTY is self insured for liability purposes up to the waiver of
sovereign immunity caps as specified in Section 768.28, F.S., and that no other liability
coverage is required of the COUNTY. COUNTY shall be named as an additional insured
on the LICENSEE's policy. LICENSEE shall provide to the COUNTY a certificate of
insurance evidencing the coverage required by this paragraph within thirty (30) days of
the Commencement Date.
COUNTY and LICENSEE release each other and their respective
principals, employees, representatives and agents, from any claims for damage to any
person or to the Premises or to the LICENSEE Facilities thereon caused by, or that result
from, risks insured against under any insurance policies carried by the parties and in force
at the time of any such damage. COUNTY and LICENSEE shall cause each insurance
policy obtained by them to provide that the insurance company waives all right of
recovery by way of subrogation against the other in connection with any damage covered
by any policy. Neither COUNTY nor LICENSEE shall be liable to the other for any
damage caused by fire or any of the risks insured against under any insurance policy
required by above paragraph.
13. To the extent permitted by law, COUNTY shall be responsible for the
clean up of anyon-site hazardous waste and for any damages, fines or penalties incurred
because of the hazardous waste. COUNTY hereby indemnifies and holds LICENSEE
harmless from any and all costs, expenses, actions, claims and damages to LICENSEE as
a result of any contamination on the Real Property existing prior to the LICENSE
AGREEMENT or hereafter caused by the COUNTY. LICENSEE will be responsible for
any and all damages, losses, and expenses and will indemnify COUNTY against and
from any discovery by any person of such hazardous waste generated, stored, or disposed
of solely as a result of LICENSEE's equipment and uses of the premises.
14. If the Tower should be totally or substantially destroyed or damaged (so
that LICENSEE may not operate it's facility as contemplated under this LICENSE
AGREEMENT) so that rebuilding the Tower "as is" would not be economically feasible,
as may be reasonably determined by COUNTY, LICENSEE may at it's sole discretion
terminate this LICENSE AGREEMENT or rebuild the Tower at its expense. If
LICENSEE should elect to rebuild the Tower as provided for in this paragraph, then in
that case this Agreement shall recommence at that point in time as if this Agreement had
just been approved by the parties hereto. In any event, due to such damage or destruction
LICENSEE's use of the premises is disrupted, license fee due hereunder shall abate in
full pending restoration or repair of the premises or termination of this LICENSE
AGREEMENT if permitted hereunder. If this Agreement should terminate pursuant to
this paragraph County agrees to return to LICENSEE a pro rata portion of any prepaid
rent.
15. If the whole of the Real Property, Building and/or Tower or such portion
thereof as will make the Premises unusable for the purposes herein, are condemned by
any legally constituted authority for any public use or purpose, then in either of said
events the term hereby granted shall cease from the time when possession thereof is taken
by public authorities, and license fee shall be accounted for as between COUNTY and
Market: SOUTH FLORIDA
Site No.: FL1869-A
Site Name: Dwn Key West
LICENSEE, as of that date and County agrees to return to LICENSEE a pro rata portion
of any prepaid rent. Any lesser condemnation shall in no way affect the respective rights
and obligations of COUNTY and LICENSEE hereunder. Nothing in this provision shall
be construed to limit or affect LICENSEE's right to an award of compensation of any
eminent domain proceeding for the taking of LICENSEE's leasehold interest hereunder.
16. If LICENSEE defaults in fulfilling any of the covenants of this License
Agreement and such default shall continue for sixty (60) days after service by COUNTY
of written notice upon LICENSEE specifying the nature of said default, or, if the said
default so specified shall be of such a nature that the same cannot be reasonably cured or
remedied within such sixty (60) day period, if LICENSEE shall not in good faith
commence the curing or remedying of such default within such sixty (60) day period and
shall not thereafter diligently proceed therewith to completion, then in anyone or more of
such events this License Agreement will terminate and come to an end as fully and
completely as if such date were the day herein definitely fixed for the end and expiration
of this License Agreement and LICENSEE shall then quit and surrender the Property to
COUNTY as provided herein.
17, LICENSEE, upon termination of this Agreement, shall, within ninety (90)
day period, remove its personal property and fixtures and restore the Premises to its
original condition, reasonable wear and tear excepted. If such time for removal causes
LICENSEE to remain on the LICENSE AGREEMENT Premises after the termination of
this Agreement, LICENSEE shall pay the license fee calculated on a pro rata basis until
such time as the removal of personal property and fixtures are completed.
18. LICENSEE may not within the initial term of this Agreement assign or
transfer its rights hereunder at any time, without the written approval of Monroe County.
Subsequent to the initial five (5) year term, this Agreement may not be sold, assigned or
transferred at any time, except to LICENSEE's principal, affiliates or subsidiaries of its
principal or to any company upon which LICENSEE is merged or consolidated. As to
other parties, this Agreement may not be sold, assigned or transferred without the written
consent of the COUNTY, such consent not to be unreasonably withheld.
LICENSEE may not assign, or otherwise transfer all or any part of its
interest in this Agreement or in the Premises without the prior written consent of
COUNTY; provided, however, that LICENSEE may assign its interest to its parent
company, any subsidiary or affiliate of it or its parent company or to any successor-in-
interest or entity acquiring fifty-one percent (51 %) or more of its stock or assets, subject
to any financing entity's interest, if any, in this Agreement as set forth in Paragraph 29
below. COUNTY may assign this Agreement upon written notice to LICENSEE,
subject to the assignee assuming all of COUNTY's obligations herein, including but not
limited to, those set forth in Paragraph 29 below. Notwithstanding anything to the
contrary contained in this Agreement, LICENSEE may assign, mortgage, pledge,
hypothecate or otherwise transfer without consent its interest in this Agreement to any
financing entity, or agent on behalf of any financing entity to whom LICENSEE (I) has
obligations for borrowed money or in respect of guaranties thereof; (ii) has obligations
evidenced by bonds, debentures, notes or similar instruments, or (iii) has obligations
Market: SOUTH FLORIDA
Site No.: FLlS69-A
Site Nlme: Own Key West
under or with respect to letters of credit, bankers acceptances and similar facilities or in
respect of guaranties thereof.
19. COUNTY covenants that COUNTY is seized of good and sufficient title
and interest to the Premises and has full authority to enter into and execute this LICENSE
AGREEMENT. COUNTY further covenants that there are no other liens, judgments or
impediments of title on the Real Property and that the Tower, Building and that the Real
Property is in compliance with all applicable laws.
20. LICENSEE, at LICENSEE's option and expense, may record a
Memorandum this LICENSE AGREEMENT * and obtain title insurance on the Premises
and/or Real Property. COUNTY, at COUNTY's expense, shall cooperate with
LICENSEE's efforts to obtain such title insurance policy by executing documents or,
obtaining requested documentation as required by the title insurance company.
* Attached as Exhibit C
21. COUNTY covenants that LICENSEE, on paying the license fee and
performing the covenants, shall peaceably and quietly have, hold and enjoy the Premises
and all other rights granted herein.
22. All notices hereunder must be in writing and shall be deemed validly
given if sent by certified mail, return receipt requested, addressed to each party as set
forth in the preamble.
NOTICE: Any notice or demand required to be given herein shall be
made by certified or registered mail, return receipt requested, or reliable overnight courier
to the address of the respective parties set forth below:
COUNTY: Monroe County Board of County Commissioners
5100 College Road
Key West, FL 33040
LICENSEE: Nextel South Corporation
6700 N. Andrews Ave. Suite 700
Ft. Lauderdale, FL 33309
Attn: Property Manager
With a copy to: Nextel Communications, Inc.
1505 Farm Credit Drive
McLean, VA 22102
Attn: Legal Dept., Contracts Manager
COUNTY or LICENSEE may from time to time designate any other address for this
purpose by written notice to the other party. All notices hereunder shall be deemed
received upon actual receipt.
23. This LICENSE AGREEMENT shall extend to and bind the heirs, personal
representatives, successors and assigns of the parties hereto.
MMbt SOUTH FLOIUDA
Site No.: Ftl 869-A
Site NtuM: Dwn Key West
24. This LICENSE AGREEMENT may be executed in four (4) counterparts,
each of which shall be deemed an original, and such counterparts shall constitute but one
and the same LICENSE AGREEMENT.
*Please note: Nextel requires 3 originals plus 1 for County
25. This LICENSE AGREEMENT and the performance thereof shall be
governed, interpreted, construed and regulated by the laws of the State of Florida.
26. In any action, proceeding or litigation arising out of this LICENSE
AGREEMENT, the prevailing party shall be entitled to recover from the non-prevailing
party its reasonable costs incurred including reasonable attorney's fees for services
rendered, including appellate proceedings and post judgment proceedings. Venue for any
action arising under this AGREEMENT must be in a court of competent jurisdiction in
Monroe County.
27. LICENSEE shall have the right at any time following the full execution of
this Agreement to enter upon the Property for the purpose of making appropriate
engineering and boundary surveys, inspections, soil test borings, other reasonably
necessary tests and constructing the LICENSEE Facilities (as defined in Paragraph 28
below). Upon LICENSEE's request, COUNTY agrees to provide promptly to
LICENSEE copies of all plans, specifications, surveys and tower maps for the Land and
Tower. The tower map shall include the elevation of all antennas on the Tower and the
frequencies upon which each operates.
28. LICENSEE has the right to erect, maintain and operate on the Premises
radio communications facilities, including without limitation utility lines, transmission
lines, air conditioned equipment shelter( s), electronic equipment, radio transmitting and
receiving antennas not including the tower, and supporting equipment and structures
thereto ("LICENSEE Facilities"). In connection therewith, LICENSEE has the right to
do all work necessary to prepare, maintain and alter the Premises for LICENSEE's
business operations and to install transmission lines connecting the antennas to the
transmitters and receivers. All of LICENSEE's construction and installation work shall
be performed at LICENSEE's sole cost and expense and in a good and workmanlike
manner. Title to the Licensee Facilities shall be held by LICENSEE. All of LICENSEE
Facilities shall remain LICENSEE's personal property and are not fixtures. LICENSEE
has the right to remove all LICENSEE Facilities at its sole expense on or before the
expiration or earlier termination of the agreement; provided, LICENSEE repairs any
damage to the Premises caused by such removal.
LICENSEE shall pay for the electricity it consumes in its operations at the
rate charged by the servicing utility company. LICENSEE shall have the right to draw
electricity and other utilities from the existing utilities on the Property or obtain separate
utility service from any utility company that will provide service to the Property
(including a standby power generator for LICENSEE's exclusive use). COUNTY agrees
to sign such documents or easements as may be required by said utility companies to
provide such service to the Premises, including the grant to LICENSEE or to the
servicing utility company at no cost to the LICENSEE, of an easement in, over across or
Market: SOUTH FLORIDA
Site Na-: FLl ~A
Site N~ Own Key West
through the Land as required by such servicing utility company to provide utility services
as provided herein.
29. COUNTY waives any lien rights it may have concerning the LICENSEE
Facilities which are deemed LICENSEE's personal property and not fixtures, and
LICENSEE has the right to remove the same at any time without COUNTY's consent.
COUNTY acknowledges that LICENSEE has entered into a financing
arrangement including promissory notes and financial and security agreements for the
financing of the Licensee Facilities (the "Collateral") with a third party financing entity
(and may in the future enter into additional financing arrangements with other financing
entities). In connection therewith, COUNTY (i) consents to the installation of the
Collateral; (ii) disclaims any interest in the Collateral, as fixtures or otherwise; and (iii)
agrees that the Collateral shall be exempt from execution, foreclosure, sale, levy,
attachment, or distress for any Rent due or to become due and that such Collateral may be
removed at any time without recourse to legal proceedings.
30. This agreement may be terminated without further liability on thirty (30)
days prior written notice as follows: (i) by either party upon a default of any covenant or
term hereof by the other party, which default is not cured within sixty (60) days of receipt
of written notice of default, provided that the grace period for any monetary default is ten
(10) days from receipt of notice; or (ii) by LICENSEE for any reason or for no reason,
provided LICENSEE delivers written notice of early termination to COUNTY no later
than thirty (30) days prior to the Commencement Date; or (iii) by LICENSEE if it does
not obtain or maintain any license, permit or other approval necessary for the
construction and operation of Licensee Facilities; or (iv) by LICENSEE if LICENSEE is
unable to occupy and utilize the Premises due to an action of the FCC, including without
limitation, a take back of channels or change in frequencies; or (v) by LICENSEE if
LICENSEE determines that the Premises are not appropriate for its operations for
economic or technological reasons, including, without limitation, signal interference. If
this Agreement is terminated pursuant to this paragraph, COUNTY agrees to return to
LICENSEE a pro rata portion of any prepaid rent.
31. In the event the Property is encumbered by a mortgage or deed of trust,
COUNTY agrees to obtain and furnish to LICENSEE a non-disturbance and attornment
instrument for each such mortgage or deed of trust.
Mark<<: SOUTH FLORIDA
Site No,: FU S6I)..A
Site Name: Own Key West
IN WITNESS WHEREOF, the parties hereto have set their hands and
their r pe&iYl<..s~als on the day and year first above written.
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COUNTY:
MONROE COUNTY, FLORIDA,
a political subdivision of the
State of Florida
OEPUTVCt.F?'~
Print Name:
Print Name:
STATE OF FLORIDA
COUNTY OF MONROE
The foregoing instrument was acknowledged before me this ~ day
of ~ 199.1,' by <3.K.&'1 ~h"~ , the
~~ of MONROE COUNTY, LORIDA, a political subdivision
of the State of Florida, on behalf of Monroe county, who (check one)~) is personally
known to me or ( ) produced as identification,
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NOTARY P IC 0
My Commission Expires:
Name:
(Seal)
Mark<<: SOUTH FLORIDA
SiteNa-: FLlS69-A
Site N~ Own Key West
Signed, sealed and delivered
In the presence of:
LICENSEE
NEXTEL SOUTH CORP
A GEORGIA CORPORATION
d/b/a NEXTEL COMMUNICATIONS
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POnt Name: Elt[ WliJMII
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Title: tJ.ro'~ ~/'"
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Print Name: Ur#Jlde1JlJ~ 5. ~(2.~ ~
STATE OF FLOI1~ ~
COUNTY OF c;,~
The foregoi~ instrument was acknowledged befure me this 2- sf'l'day of ~ '
199'1 by .J6HN ~ ' the of
NEXTEL SOUTH CORP" a Georgia Corporation, d/b/a Nextel Communications (Check
one) ( ) is personally known to be or ( ) produced as
identification ^'
My Commission Expires:
Name:
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Market: SOUTH FLORIDA
Site No..~ FU SfljI)..A
Site Name:: Own Key Wesjt
EXHIBIT "I"
INTERFERENCE AGREEMENT
Market: SOUTH FLORIDA
Site No..: FLI869-A
Sde ~ DW'1m Key West
INTERFERENCE/CONFLICTS
LICENSEE shall, at it's own expense, maintain it's equipment on or attached to the
Premises in a safe condition, in good repair and in a professional manner, suitable to
Monroe County and in accordance to any County, State or Federal laws and regulations.
LICENSEE's equipment shall be installed and maintained in a manner so as not to
conflict or interfere with Monroe County or any other entity utilizing the facility,
IN THE EVENT OF INTERFERENCE:
1, The entity being affected by the interference will notify the Monroe County
Emergency Communications department,
2, The Monroe County Emergency Communications Department in joint
participation with the entity being affected will respond within 24 hours to the facility
and begin analysis of the problem.
3, Upon identification of the interference source, the responsible entity will
be immediately contacted, followed with a written notice.
4. The licensee, LICENSEE or user responsible for the interference will
within 24 hours begin all steps necessary to correct and eliminate the interference at their
expense.
5, Should the interference not be minimized within 72 hours or eliminated
within 30 days, Monroe County may elect to terminate this Agreement or correct the
interference problem at the lessee's, LICENSEE's or user's expense.
6. LICENSEE shall operate the LICENSEE Facilities in a manner that will
not cause interference to COUNTY and other LICENSEEs or licensees of the Property,
provided that their installations predate that of the Licensee Facilities. All operations by
LICENSEE shall be in compliance with all Federal Communications Commission
("FCC") requirements.
7, Subsequent to the installation of the LICENSEE Facilities, COUNTY
shall not permit itself, its Lessees or licensees to install new equipment on the Property or
property contiguous thereto owned or controlled by COUNTY, if such equipment is
likely to cause interference with LICENSEE's operations, Such interference shall be
deemed a material breach by COUNTY. In the event interference occurs, COUNTY
agrees to take all action necessary to eliminate such interference, in a reasonable time
M~ SOUJIHfLORIDA
selNlo..~ FU~A
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period. In the event COUNTY fails to comply with this paragraph, LICENSEE may
terminate this Agreement, and/or pursue any other remedies available under this
Agreement, at law, and/or at equity,
LICENSEE has satisfied itself and hereby represents and warrants to Monroe County
that no such obstruction or interference with transmitting or receiving shall result to
Monroe County or other licensees, LICENSEEs or users located at the facility,
LICENSEE agrees to indemnify, hold harmless and defend Monroe County against any
damage, including attorney's fees, arising out of such obstruction or interference with
respect to uses which are in effect as to the date of this Agreement.
Mab:t: SOlIJJm ROIIUDA
~JN.lQ..~ RnQ.A
S;ii.~: ~Iltrey w~
EXIDBIT "A"
THE PREMISES
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MONROE COUN1Y
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NOVALINE
Architect. and Jtnct.u..n, Ino.
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Market: SOUTH FLORIDA
Site No.: FLl869-A
Site Name: Own Key West
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MONROE COUN1Y
I!MIlRlJENCY ~ r&AmIIM
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Site No.: FL186~A
Site Name: Dwn Key West
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Market: SOUTH FLORIDA
Site No.: FL1869-A
Site Name: Own Key West
EXHmIT "B"
LICENSEE'S INSURANCE REQUIREMENTS
See Paragraph 12 of the License Agreement for Insurance Requirements.
Market: soum FLORIDA
Site No.: FLl869-A
Site Name: Own Key West
EXHIBIT "C"
MEMORANDUM OF AGREEMENT
Market: SOUTH FLORIDA
Site No.: FLl86I)..A
Site Name: Own Key West
EXHIBIT C
PRJ:PARED BY:
Paula Hickman, Esq.
Nextel South Corp,
6700 N. Andrews Avenue, Suite 700
Ft. Lauderdale, FL 33309
RETURN TO:
Alan L. Gabriel, Esq.
2455 East Sunrise Blvd., PHE
Ft. Lauderdale, FL 33304
MEMORANDUM OF AGREEMENT
This Memorandum of Agreement is entered into on this _ day of 199_, by and
between ,a
, with an address at
(hereinafter referred to as "COUNTY") and NEXTEL SOUTH CORP., a Georgia corporation, d/b/a!
Nextel Communications with an office at 851 Trafalgar Court, Suite 300E, Maitland, FL 32751 (hereinafter
referred to as "LICENSEE"),
COUNTY and LICENSEE entered into a Communications Site Agreement ("Agreement") on the
day of 199_, for the purpose of installing, operating and maintaining a radio
communications facility and other improvements. All of the foregoing are set forth in the Agreement.
The term of the Lease is for five (5) years commencing on ,
("Commencement Date"), 199_, and terminating on the fifth anniversary of the Commencement Date
with two (2) successive five (5) year options to renew,
The Land, which is the subject of the Agreement, is in County, Florida, described in
Exhibit A annexed hereto, The portion of the Land being leased to LICENSEE (the "Premises") is
described in Exhibit B annexed hereto.
IN WITNESS WHEREOF, the parties have executed this Memorandum of Agreement as of the day and
year first above written,
Signed, sealed and delivered in the presence of:
FOR EXHIBIT ONLY --
COUNTY: DO NOT EXECUTE
By:
Witness
Print Name:
Print Name:
Witness
Print Name:
Title:
STATE OF
COUNTY OF
The foregoing instrument was acknowledged before me this _day of , 199_, by
,~ of ,a
, who is personally known to me or who has produced
as identification and who did (did not) take an oath.
.'
Marlcet SOUlH FLORIDA
Site No.: FLl869-A
Site Name: Own Key West
WITNESS my hand and official seal.
Notary Public
Print Name
My commission expires:
LICENSEE:
NEXTEL SOUTH CORP.,
a Georgia corporation
d/b/a Nextel Communications
FOR EXHIBIT ONLY --
DO NOT EXECUTE
Signed, sealed and delivered in the presence of:
By:
Witness
Print Name:
John Cafaro
Print Name:
Vice President
Title:
Witness
Print Name:
STATE OF
COUNTY OF
The foregoing instrument was acknowledged before me this _ day of , 199_, by
John Cafaro, as Vice President of Nextel South Corp., a Georgia corporation, d/b/a Nextel Communications
who is personally known to me or who has produced as identification and who
did (did not) take an oath,
WITNESS my hand and official seal,
Notary Public
Print Name
My commission expires:
345 5-F 1 868keywest.1seprov
Market: South Florida
Site No.: FL 1869 A
Site Name: Downtown Key West
PREPARED BY:
Paula Hickman, Esq,
Nextel South Corp.
6700 N, Andrews Avenue, Suite 700
Ft. Lauderdale, FL 33309
RETURN TO:
Alan L. Gabriel, Esq,
2455 East Sunrise Blvd" PHE
Ft. Lauderdale. FL 33304
MEMORANDUM OF AGREEMENT
This Memorandum of Agreement is entered into on this 9th day of December, 1998, by and between Momoe County,
FL, a political subdivision of the State of Horida, with an address at 500 Whitehead Street, Key West, FL 33040
(hereinafter referred to as "COUNTY") and NEXTEL SOUTH CORP., a Georgia corporation, d/b/a Nextel
Communications, with an office at 851 Trafalgar Court, Suite 300E. Maitland, FL 32751 (hereinafter referred to as
"LICENSEE").
COUNTY and LICENSEE entered into a Communications Site Lease Agreement ("Agreement") on the 9th day of
December 1998, for the purpose of installing, operating and maintaining a radio communications facility and other
improvements. All of the foregoing are set forth in the Agreement.
The term of the Lease is for five (5) years commencing on December 9, ("Commencement Date"). 1998, and
terminating on the fifth anniversary of the Commencement Date with five (5) successive five (5) year options to renew,
The Land which is the subject of the Agreement is in Momoe County, Florida, described in Exhibit A annexed hereto.
The portion of the Land being leased to LICENSEE (the "Premises") is described in Exhibit B annexed hereto.
IN WITNE ;',WHEREOF, the parties have executed this Memorandum of Agreement as of the day and year first
above ' !)'r~-,..
:...-.J.\-'
Sign .-; alCit~elivered in the presence of:
/1 '. ,,.,,. .
i ~ i'll', h"
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, ~~ .'~.)i ,. _
Witne.-':1 t:. "
Print ' ~,,,,~~.:{ KOLH&Ge C' EDK
wlt'oi.~~C.~~
Witness DEPUTY C" rf'l<
Print Name:
MONROE COUNTY FLORIDA,
A political subdivision of the State of Florida:
By:L"'\":"~_M':- ~.~~
Print Name:
Wilhelmina Harvev
Title:
Mavor Chairman
STATE OF F\olt"'.J 0....
COUNTY OF l"\~nY"n~
The foregoing instrument was acknowledged before me this ~day of \~ ' 199~, by
l.c.).\\ot...\rn,na.. \truo~, as l1~\oo of ~rnlLoi)T~, a
, who is personally known to me or who h produced
as identification and who dId (dId not) take an oath~
I' ,'"(1'; /\,'.;:\ j< <-<'1" r-'",;
~~E~
Print Name
",UI;'lj"; l'.
j' ~ f ',l
'\\;u.~.1 ;) ,<,
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, "-t:
Ii "..,,<1 D
My commission expires:
(SIGNATURES CONTINUED ON NEXT PAGE)
1
Market: South Florida
Site No.: FL 1869 A
Site Name: Downtown Key West
LICENSEE:
NEXTEL SOUTH CORP., a Georgia
By:
Title:
Vice President
STATE OF GEORGIA
COUNTY OF GWINNETT
The foregoing instrument was acknowledged before me this / lf1'- day of
John Cafaro, as Vice President of Nextel South Corp., a Georgia corporation, d/b/a
personally known to me and who did (did not) take an oath,
My commission expires:
2
~
Market: ,SOUTH FLORIDA
Site No,: FL1869-A
Site Name: Dwn Key West
PREPARED BY:
Paula Hickman, Esq.
Nextel South Corp.
6700 N. Andrews Avenue, Suite 700
Ft. Lauderdale, FL 33309
RETURN TO:
Alan L. Gabriel, Esq.
2455 East Sunrise Blvd., PRE
Ft. Lauderdale. FL 33304
MEMORANDUM OF AGREEMENT
This Memorandum of Agreement is entered into on this 9th day of December 199 98, by and
retween MONROE COUNTY. FL. ,aa political subdivision of the
state of Fl. , with an address at 500 Whitehead st. Kev West,Fl. 33040
(hereinafter referred to as "COUNTY") and NEXTEL SOl.ITH CORP., a Georgia corporation, d/b/a!
Nextel Communications with an office at 851 Trafalgar Court, Suite 300E, Maitland, FL 32751 (hereinafter
referred to as "LICENSEE").
COUNTY and LICENSEE entered into a Communications Site Agreement ("Agreement") on the 9th
day of December 199~, for the purpose of installing, operating and maintaining a radio
communications facility and other improvements. All of the foregoing are set forth in the Agreement.
The term of the Lease is for five (5) years commencing on December 9. ,
("Commencement Date"), 199 -L, and terminating on the fifth anniversarY of the Commencement Date
with two (2) successive five (5) year options to renew.
,..~'-
~-
The Land, which is the subject of the Agreement, is in Monroe County, Florida, descrired in
Exhibit A annexed hereto. The portion of the Land reing leased to LICENSEE (the "Premises") is
described in Exhibit B annexed hereto.
the parties have executed this Memorandum of Agreement as of the day and
MONROE COUNTY FLORIDA, a political
subdivision of the state of Florida
COUNTY: , ~~ .. ' ,',' -- ". ~ -=-
B)'!'W ~d...... . ..~~:.. ."'. \
Print Name: Wilhelmina Harvey
Witness
Print Name:
Title: Mayor Chairman
STATE OF
COUNTY OF
The foregoing instrument was acknowledged before me this _day of . 199_. by
. as of , a
. who is personally known to me or who has produced
as identification and who did (did not) take an oath,
Market: SOUTH FLORIDA
Site No.: FL1869-A
Site Name: 'own Key West
WITNESS my hand and official seal.
Notary Public
Print Name
My commission expires:
Signed, sealed and delivered in the presence of:
~uJ~
Witness
Print Name: BENNIE Wl.lJAM6
~~~
Witness
Print Name: ~t.8fe~_ jJ~
LICENSEE:
NEXlEL SOUTH CORP.,
a Georgia corporation
d/b/a Nextel Communications
By: -J::=: Cf
Print! e: John Cafaro
cO
Title:
Vice President
STATE OF C~
COUNTY OF r;;L~
The foregoing instrument was acknowledged before me thi~5iy of & . 1993-, by
John Cafaro, as Vice President of Nextel South Corp., a Georgia corpora on, d1b/i Nextel CommUIllcations
who is personally known to me or who has produced as identification and who
did (did not) take an oath.
3455-F 1868keywest.lseprov