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05/22/1996 USE AND LEASE AGREEMENT BETWEEN MONROE COUNTY AND PrimeCo Personal Communications, L.P. This USE AND LEASE AGREEMENT entered into this day of , 1996, by and between MONROE COUNTY, a political subdivision of the State of Florida, whose address is County of Monroe, Key West, Florida 330410, (hereinafter referred to as "COUNTY "), and PrimeCo Personal Communications, L.P., a Delaware limited partnership, whose address is 777 Yamato Road, Suite 600, Boca Raton, Florida 33431, (hereinafter referred to as "PrimeCo "). Whereas, COUNTY is the owner and possessor of certain tracts of real property located in Key Largo, Stock Island, Grassy Key, West Summerland and Islamorada, County of Monroe, State of Florida (hereinafter referred to collectively as "COUNTY's Property "). The location of each respective tract is shown on Exhibit "A ", attached hereto and made a part hereof; and Whereas, COUNTY currently has communication tower structures (hereinafter referred to as "existing towers ") and various equipment buildings located and erected on COUNTY's Property; and Whereas, pursuant to this Agreement, the existing tower structures shall be dismantled and entirely replaced by PrimeCo with a replacement tower structure (said replacement tower is hereinafter referred to as the "Tower ") as follows: (i) Key Largo -- 350' guyed tower to be replaced by a 350' self supporting tower. (ii) Islamorada -- 270' guyed tower to be replaced by a 325' self supporting tower. (iii) Grassy Key -- 250' guyed Tower to be replaced by a 270' self supporting tower. (iv) West Summerland -- 350' guyed tower to be replaced by a 370' self supporting tower. 1 (v) Stock Island -- A new 150' self supporting tower shall be constructed; and Whereas, in response to a "Request for Proposal" advertised by Monroe County it was concluded tha these facilities could be shared by those entities who responded to that Request, specifically PCS PrimeCo, Keys Microcable, AT &T Wireless and BellSouth Mobility, hereinafter referred to collectively as "Joint Participation Users "); and Whereas, PrimeCo desires to lease a designated portion of COUNTY's Property (hereinafter called "leased property "), with a right of way for access thereto and certain positions on each respective Tower (hereinafter referred to as "Tower Space" and collectively referred to as "Property ", to place a prefabricated communications equipment building at the base of the Tower and to mount upon the Tower its various communications antennas; • NOW, THEREFORE, in consideration of the foregoing, the mutual terms, covenants and conditions contained herein and other good and valuable consideration, the receipt of which is hereby acknowledged from one party to the other, the undersigned parties acknowledge and agree as follows: 1. The foregoing recitations are true and correct and are hereby incorporated herein by reference. 2. REPLACEMENT OF EXISTING TOWERS AND CONSTRUCTION OF TOWER SITE. A. Both COUNTY and PrimeCo acknowledge and agree that the Towers, and associated equipment, shall be located as close as feasible to the existing tower, maintaining standard engineering practices , to accommodate both COUNTY and PrimeCo's communication uses as specified herein. COUNTY hereby grants PrimeCo the nonexclusive right for ingress and egress to COUNTY's Property and parking area seven (7) days a week, twenty -four (24) hours a day, for the construction and installation of the Towers and Tower Sites. For the purposes of this Agreement, the Tower Sites shall be defined to mean the area consisting of each Tower, the unmanned communications equipment building(s), the parking area, and the perimeter fence around such area. In the event any public utility shall require any utility easements, COUNTY agrees to cooperate, in a timely manner, with PrimeCo in PrimeCo's efforts to obtain utility services to the Towers, at no cost to PrimeCo. B. At no cost to COUNTY, PrimeCo shall construct new self - supporting tower structures at each Tower Site, and; construct a cyclone security fence with one inch razor wire to be placed around • 2 the perimeter of the Tower Site, all as are more specifically described in Exhibit "A ", attached hereto and made a part hereof. PrimeCo shall be responsible for the cost of the Towers and the security fencing. C. Pursuant to the attached Exhibit "T ", COUNTY has provided PrimeCo with an exact description of all antennas, equipment and heights required for the installation for current and future communication needs by COUNTY. Upon the completion of each Tower, PrimeCo agrees, in cooperation with COUNTY, to remove COUNTY's antennas and related equipment (including cabling) from each existing tower and re- install those antennas and related equipment on the new Tower(s), at PrimeCo's expense. Both COUNTY and PrimeCo agree to cooperate to endeavor to minimize any impact on COUNTY's essential communication service requirements. Thereafter, the cost of said antennas and equipment and maintenance thereof shall be COUNTY's sole responsibility. COUNTY acknowledges and agrees that PrimeCo is not guaranteeing nor warrantying the condition or integrity of the existing antennas or related equipment nor shall . PrimeCo be responsible for any breakage that may occur during this process. If COUNTY should elect to replace any of its existing antennas or related equipment prior to the reinstallation by PrimeCo, the cost of the new antennas and equipment shall be at COUNTY' expense. D. Both COUNTY and PrimeCo acknowledge that, pursuant to separate agreements between the COUNTY and the Joint Participation Users, it is their intent to provide for the construction of unmanned equipment building(s) at each Tower Site for use by the Joint Participation Users. If for any reason such separate agreement is not secured for each Tower Site, COUNTY agrees that PrimeCo shall have the right to construct unmanned equipment building(s) suitable for its purposes at each Tower Site for its telecommunications equipment and ownership any such building shall be transferred to the COUNTY upon the termination of PrimeCo's lease of that Tower Site in the same manner as provided in paragraph 2.E. It is anticipated that each Joint Participation User shall, pursuant to a separate agreement between them, have the right to utilize a portion of any such equipment building, subject to its respective pro rata share of any expense for such right. PrimeCo agrees to furnish to each of the equipment buildings electric service sufficient for the operation of the anticipated communications equipment. All Utilities, including electrical service, for each building shall be separately metered and each party shall be solely liable for its utility expenses relating to its respective installation and equipment. If COUNTY or any Joint Participant should install any emergency generators at a Tower Site, said generator(s) shall be available to all other Joint Participants. The anticipated building space for each Joint participation User for each site is set forth in the attached 3 Exhibit "C ". E. PrimeCo shall prepare, at its expense, in joint participation with COUNTY, all necessary drawings and plans, which COUNTY shall have the right to approve, in its reasonable discretion, and COUNTY agrees to make and file all required applications with the appropriate zoning authority to secure the proper zoning and /or site planning of the Towers, the Tower Sites and COUNTY's Property as may be required for the use intended by the COUNTY, PrimeCo and any Joint Participation User. COUNTY shall have been deemed to have approved the drawings if COUNTY has not given written notice of its approval or disapproval to PrimeCo within ten (10) business days of COUNTY's receipt of such drawings. COUNTY will be responsible for any local filing or permit fee expenses that may be associated with the local building, zoning and /or site plan procedure. PrimeCo 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. PrimeCo shall prepare and COUNTY agrees to make and file in joint . participation with PrimeCo, all required applications with the Federal Aviation Administration (hereinafter referred to as the "FAA ") and secure all required FAA approvals. Both PrimeCo and COUNTY agree to cooperate, in a timely manner, with each other in their efforts to obtain such approvals with the appropriate authorities. COUNTY shall provide a Construction Manager to coordinate and obtain the necessary and required permits. It is anticipated that the COUNTY's Construction Manager will assist PrimeCo's Project Manager to expedite the completion of this project. PrimeCo agrees to be responsible for those construction costs generally associated with the project as contemplated herein, such as surveys, tests, engineering drawings or other expenditures reasonably considered necessary to this project; notwithstanding, PrimeCo reserves the right, in its sole discretion, to refuse to pay any such expense or complete a condition of approval that it deems to be unjust or unreasonably expensive under the circumstances. F. It is understood and agreed that PrimeCo's obligations hereunder, and its lease of COUNTY's Property as provided herein, are contingent upon the COUNTY and PrimeCo obtaining, after the execution date of this Agreement, all of the certificates, permits and other approvals that may be required by any federal, state or local authorities for the construction of the Towers, the Tower Sites and the equipment buildings and are further contingent upon PrimeCo not exercising its right of termination pursuant to paragraph 15, herein. Construction shall not commence until such time as each identified Tower Site has been approved and formally permitted for construction. G. COUNTY shall permit PrimeCo free ingress and egress to 4 COUNTY's Property to conduct surveys, structural strength analysis, radio propagation tests, an inter modulation study to verify the compatibility of COUNTY's and PrimeCo's equipment, and other activities of a similar nature, as PrimeCo may deem necessary, at the sole cost of PrimeCo. PrimeCo agrees to repair any damage caused by its activities and agrees that said activities will be conducted in a manner that will not permanently damage COUNTY's Property. In addition, PrimeCo is hereby granted the right to enter upon COUNTY's Property for the purposes of a) making subsoil tests in the form of test borings and test pits of reasonable size and in required locations, and; b) satisfying itself that any environmental hazardous material is not present on COUNTY's Property or in any improvements thereto. COUNTY shall provide and make available to PrimeCo, within ten (10) days of the effective date of this Agreement, copies of any and all past environmental audits, including but not limited to, soil and ground water reports and asbestos material surveys applicable to COUNTY's Property. COUNTY shall advise PrimeCo in writing, to the best of the COUNTY's knowledge, if the property or any adjacent property has ever been . used in the past for a gasoline station, dry cleaner, photo development, or any other type of business normally using various types of hazardous materials. H. PrimeCo, at its sole cost and expense, shall cause the approved Tower, equipment buildings and Tower Site work to be done and completed in a good, substantial and workmanlike manner, and in compliance with all legal requirements. PrimeCo shall be solely responsible for construction means, methods, techniques, sequences and procedures, and for coordinating all activities related to the work. COUNTY shall have no duty or obligation to inspect the work, but shall have the absolute right to do so and shall have the right to determine, in its sole reasonable discretion and at its expense, that the construction has been performed in accordance with the approved drawings and has been performed in the manner required by this paragraph 2. I. After completion of the Towers and Tower Sites and upon approval of the work and verification by COUNTY that the Towers are satisfactorily operational, PrimeCo shall within a reasonable time thereafter, at its expense, dismantle the COUNTY's existing towers for COUNTY's disposition. It is agreed that COUNTY may retain any salvage fee that may be recouped for these existing items. Ownership of the Towers shall be transferred to COUNTY by such instrument of conveyance as is more specifically described in Exhibit "Q ", attached hereto and make a part hereof, and title shall remain thereafter with COUNTY. 3. USE OF TOWERS BY COUNTY. A. COUNTY shall locate on the Towers its governmental communication antennas and equipment for public purposes. Such antennas and equipment shall be mounted at an 5 elevation and with such equipment and related cables satisfactory to COUNTY. An exact description of all antennas, equipment and height for the installation for current and future uses anticipated by COUNTY is more specifically described in Exhibit "T" attached hereto and made a part hereof. B. It is acknowledged and understood that certain other governmental entities have heretofore contracted with COUNTY for the placement of their governmental communications antennas and related equipment on the existing towers. COUNTY may allocate any of its reserved Tower space and loading capacity subject to the terms and conditions contained in this Agreement by permitting those governmental entities to locate upon specifically designated portions on the Towers their respective antennas for governmental radio communication purposes. An exact description of all antennas, equipment and height for the installation for current and future use anticipated by those other governmental users has been incorporated in COUNTY's antenna and equipment list as described in Exhibit "T ". Further, COUNTY agrees not to directly permit, lease . or rent any additional Tower space to any other governmental entities beyond that tower loading capacity already reserved to COUNTY pursuant to this Agreement. COUNTY agrees to assure PrimeCo that those other governmental entities will not cause any unreasonable interference to PrimeCo's communication antennas and communications signals. Should those other entities unreasonably interfere with PrimeCo's communications system, COUNTY agrees to correct such identified interference as expeditiously as possible. If for any reason, the COUNTY should elect to abandon any of its reserved tower loading capacity, COUNTY agrees to offer such space and capacity to PrimeCo pursuant to the terms of this Agreement. C. In order to protect the integrity of the Tower, COUNTY agrees to act as the Tower Administer to assure that any subsequent installation and /or maintenance performed on the Towers by COUNTY or any other Joint Participation User, shall be done in a workman- like manner consistent with high quality construction standards. Prior to the commencement of any installation or maintenance work by any such other Joint Participation User, that User shall submit detailed plans of the work to be performed to COUNTY for its approval and COUNTY shall have the option to approve the contemplated contractor prior to the commencement of any installation or maintenance. PrimeCo agrees provide COUNTY with at least forty -eight (48) hours notice prior to any installation and /or maintenance that will require access to the Tower, unless an emergency shall exist in which case notice shall be provided to COUNTY at least twenty -four (24) hours after access to the Tower has occurred. D. It is the intent of both COUNTY and PrimeCo that the designed Tower capacity and Tower loading for each Tower be • 6 reserved to accommodate the antennas and equipment of the COUNTY, PrimeCo and any other approved Joint Participant User, and COUNTY agrees to cooperate in good faith to reserve, protect and carry out such intent. In the event that the COUNTY desires to modify its proposed antennas and related equipment as identified in Exhibit "T ", COUNTY may, with prior notice and an offer of first refusal to PrimeCo, reduce its reserved Tower loading and Tower capacity accordingly. Any necessary Tower studies shall be conducted at PrimeCo's expense. E. To the extent permitted by law, COUNTY shall indemnify and hold harmless PrimeCo against and from any and all claims, demands, actions, losses, damages, orders, judgments and any and all costs and expenses (including without limitation attorneys fees and costs of litigation), resulting from or incurred by PrimeCo on account of or arising from COUNTY's use or any Joint Participation User's use of the Towers or COUNTY's Property, or from any other activity permitted or caused by COUNTY or any such third party's use in or about the Tower Sites. COUNTY upon notice from PrimeCo, . shall resist and defend at COUNTY's expense any such actions or proceedings by counsel reasonably satisfactory to PrimeCo. This indemnity shall not apply to any claims arising from any negligent or intentional misconduct of the indemnified party. 4. INTERFERENCE. A) PrimeCo agrees to install communications equipment of a type and frequency which will not cause interference with current communications at the time of such installation and during the term of this Agreement. In the event PrimeCo's equipment causes interference, PrimeCo will take all steps necessary to correct and eliminate such interference at its sole cost. COUNTY agrees not to allow any future use of a Tower, a Tower Site, or addition and /or modification to any current use of a Tower, a Tower Site or COUNTY's Property that may cause interference with or cause the improper operation of PrimeCo's equipment. PrimeCo acknowledges that, pursuant to the current agreement between the other Joint Participant Users and the COUNTY, the placement of communications equipment on the Towers or the Tower Sites by COUNTY and any such Joint Participation Users are not a violation of any restriction contained herein; however, all such entities shall be subject to the terms and conditions of this Agreement and any additional third parties shall not be permitted by COUNTY to use or locate their equipment on the Tower. Further COUNTY agrees to enforce the terms of this Agreement as applicable to any such Joint Participant User and agrees not to permit the assignment and /or subleasing of the Towers or Tower Sites without obtaining prior written approval by PrimeCo. B) In the event interference is encountered by either party, both COUNTY and PrimeCo agree to exercise their best efforts to properly and diligently resolve such problems after notice of any 7 such interference. COUNTY agrees not to modify any current use or allow any future use of the Towers that knowingly will cause interference with or cause the improper operation of PrimeCo's equipment. C) COUNTY agrees, as Tower manager, to protect the Joint Participation Users from unacceptable interference, by adopting a common interference policy as more fully described in Exhibit "I ", attached hereto and made a part hereof. THE LEASE. 5. A) COUNTY hereby leases to PrimeCo a portion of COUNTY's Property located at Key Largo, Stock Island, Grassy Key, West Summerland and Islamorada, Monroe County, Florida (the leased property) containing suitable building space and tower space to the extent necessary to enable PrimeCo to erect, maintain and operate its communications system, together with a grant of non- • exclusive easement for unrestricted rights of access thereto and to the appropriate, in the discretion of PrimeCo, a source of electric' and telephone facilities. The building space, and tower space for each of the Towers and various leased parcels are more particularly described on Exhibit "E ", attached hereto and made a part hereof. 6. TERM. This Agreement shall be for an initial term of ten (10) years beginning on the date PrimeCo places its communications equipment in service at the Towers (the "Commencement Date "). Notwithstanding the above, if construction of the Towers have not commenced by March 1, 1997, PrimeCo may, at its discretion, elect to terminate this Agreement by providing COUNTY with thirty (30) days prior written notice. 7. RENT. In consideration of PrimeCo constructing the various Towers, and Tower Sites, at no expense to COUNTY, and permitting COUNTY to utilize the Tower at no expense, COUNTY shall be paid for this initial 10 year term an annual rental of Ten and No /100 Dollars ($10.00). The entire rental amount for the initial ten year term shall be paid to COUNTY in one lump sum within 30 days of the commencement of this initial term. 8. EXTENSION. Subject to the same rental terms as contained above, an extension of the initial term of this Agreement is granted to PrimeCo for four (4) additional five (5) year extension periods, and such extensions shall automatically occur providing PrimeCo is not in default of this Agreement or unless PrimeCo gives COUNTY written notice of its intention not to extend this Agreement at least six (6) months prior to the end of the current term. If at the end of the fourth (4th) five (5) year extension term this Agreement has not been terminated by either party by giving to the 8 other written notice of its intention to terminate at least six (6) months prior to the end of such term, this 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. 9. USE. A) Use of the Tower Sites by PrimeCo shall be for the purpose of installing, removing, replacing maintaining and operating, at its sole expense, a communications facility. An exact description of all antennas, equipment and height for the installation for current and future uses anticipated by PrimeCo is more specifically described in Exhibit "T" attached hereto and made a part hereof. In addition, it is acknowledged and agreed by both COUNTY and PrimeCo that the Towers has been designed by PrimeCo to accommodate the equipment specified on Exhibit "T" and it is hereby acknowledged and agreed that PrimeCo has reserved the necessary Tower Space and Tower capacity for this purpose. B) The cost of said equipment, its installation and maintenance thereof shall be PrimeCo's sole responsibility. Said installation and maintenance are to be performed by PrimeCo, or its contractors, in a workmanlike manner. Prior to the commencement of any substantial installation work at a Tower Site, PrimeCo shall submit detailed plans of the work to be performed to COUNTY for its prior approval (which shall not be arbitrary or unreasonably delayed). C) If for any reason, additional tower or loading capacity should become available, COUNTY does hereby agree, subject to prior written approval, which approval shall not be unreasonably withheld, grant PrimeCo the option to locate in the future additional communication antennas or microwave dishes for the purpose of telecommunications on the Towers and the ability to modify or relocate its above described antennas on the Towers, provided PrimeCo 1) notifies COUNTY of such scheduled modification or addition; 2) PrimeCo's antennas do not conflict with COUNTY's antennas and equipment identified in the attached Exhibit "T "; and 3) the structural capacity of the Tower, whether existing or modified by PrimeCo, is sufficient based on standard and accepted engineering practices. D) Subject to COUNTY's prior written approval, PrimeCo may make such alterations to said Towers and Tower Sites as are necessary for PrimeCo's construction and maintenance of PrimeCo's equipment and facilities as contemplated herein. Said alterations, furthermore, are to be performed in a workmanlike manner and done so that no mechanics', laborers' or materialmen's liens will be filed against the COUNTY's Property at any time during the term of 9 this Agreement. 10. MAINTENANCE. A) By PrimeCo: PrimeCo shall maintain in a good state of repair and in good operating condition its antennas and transmitting and other equipment, all in accordance with good engineering practices and applicable governmental rules and regulations. In the event inspection, maintenance or repairs to PrimeCo's antennas and equipment are required, PrimeCo shall use qualified technicians or contractors to make necessary ascents and descents onto the Towers. PrimeCo shall maintain in a good state of repair and in good reasonable condition its equipment, building space, and other equipment, all in accordance with good engineering practices and applicable governmental rules and regulations. PrimeCo will make, at its expense, all necessary repairs and maintenance, as well as alterations required by in and to its equipment, building space(s) and Tower Space(s). B) By COUNTY: COUNTY will make at its expense all necessary repairs and replacements, as well as alterations required by any . governmental authority having jurisdiction in and to the Towers, unless the required repairs, replacements, or alterations are solely required for PrimeCo's communication equipment located on the Towers and if so, PrimeCo shall make, at its expense, all necessary repairs, replacements, and alterations as required. COUNTY shall maintain in a good state of repair and in good reasonable condition its building space, its antennas and transmitting and other equipment, all in accordance with good engineering practices and applicable governmental rules and regulations. C) The Tower: COUNTY shall be responsible for the cost of any required maintenance to the Towers, Tower Sites and COUNTY Property. Said maintenance is to be performed by COUNTY, or its contractors, in a workmanlike manner. In order to protect the integrity of the Towers both PrimeCo and COUNTY agree that any installation and /or maintenance performed on the Towers shall be done in a workmanlike manner. Both COUNTY and PrimeCo agree to provide the other with at least forty -eight (48) hours notice prior to any installation and /or maintenance that will require access to the Towers, unless an emergency shall exist in which case notice shall be provided to the other at least twenty -four (24) hours after access to the structure has occurred. Should COUNTY fail to properly maintain the Towers in a reasonably safe condition, or if the COUNTY should be cited by a governmental authority with jurisdiction over the Towers, including the FCC or FAA because the Towers are not in regulatory compliance and the defect is not cured within the time frame allowed by the citing agency, PrimeCo, in its sole discretion, may, but is under no obligation to, cure the defect. 10 11. PERSONAL PROPERTY. Personal property and fixtures of PrimeCo shall be removed by PrimeCo upon expiration or termination of this Agreement, unless otherwise provided for herein. Notwithstanding the above, PrimeCo agrees not to remove any of its equipment that would unreasonably affect the operations of any other Joint Participant User. 12. TOWER CAPACITY. It is the intent of both COUNTY and PrimeCo that the designed Tower(s) capacity and Tower(s) loading be reserved to accommodate the antennas and equipment of the COUNTY, PrimeCo, and any other approved Joint Participant User, and both agree to cooperate in good faith to reserve, protect and carry out such intent. A) In the event that the COUNTY determines to provide tower space to other governmental entities, COUNTY may, modify its proposed antennas and related equipment as identified in Exhibit "T" and reduce the Tower(s) loading and Tower(s)capacity accordingly to permit such interested governmental entities on the . Tower(s), all at the COUNTY's sole expense including any necessary Tower studies. B) In the event that tower loading (whether actual or proposed) may exceed that provided in Exhibit "T ", attached, COUNTY agrees to conduct and pay for the cost of all necessary Tower studies determining feasibility of Tower loading due to COUNTY's antenna(s) modifications and provide PrimeCo with a copy of any such study. Should Tower capacity be available to COUNTY (as specified above) and Tower modification is required, COUNTY shall cause the Tower work to be done and completed in a good, substantial and workmanlike manner, in compliance with all legal requirements and the cost of all such modifications shall be borne by COUNTY. 13. NOTICES. All notices required pursuant to this Agreement , must be in writing and shall be deemed validly given if sent by certified mail, return receipt requested, addressed as follows (or any other address that the party to be notified may have designated to the sender by like notice): COUNTY: MONROE COUNTY, Florida c/o Dept. of Emergency Communications 10600 Aviation Blvd. Marathon, Florida 33301 PrimeCo: PrimeCo Personal Communications, L.P. 777 Yamato Road Suite 600 Boca Raton, Florida 33431 Attn: Michael Simkin, V.P. 11 14. ASSIGNMENT. Assignment of this Agreement by PrimeCo may be made to its general partner or any subsidiary, any other related entity or an affiliate of PrimeCo. PrimeCo may, in its discretion, permit use of all or any portion of the Tower Site(s) by these other entities consistent with the use by PrimeCo of the Tower Site(s). 15. TERMINATION. Termination of this Agreement may be exercised by PrimeCo at any time without further liability if COUNTY cannot obtain all certificates, permits, licenses or other approvals (collectively, "approvals ") required from any governmental authority, and /or any easements required from any third party to operate the communications facility, or if any such approval is canceled, expires, lapses, is withdrawn or terminated, or if COUNTY fails to have proper ownership of COUNTY's Property and /or authority to enter into this Agreement, or if any other reason, PrimeCo in its sole discretion, determines that it will be unable to use the Towers or Tower Sites for its intended purpose prior to the installation and completion of the Towers, or at anytime • thereafter. Notice of PrimeCo's exercise of its right to terminate shall be given to COUNTY in writing by certified mail, return receipt requested, and shall be effective upon receipt of such notice by the COUNTY as evidenced by the return receipt. Upon such termination, this Agreement shall become null and void and all the parties shall have no further obligations, including the payment of money, to each other. 16. INDEMNITY. COUNTY, to the extent provided by law, and PrimeCo each indemnifies the other against and holds the other harmless from any and all costs (including reasonable attorneys' fees) and claims of liability or loss which arise out of the use and /or occupancy of the Tower Sites by such indemnifying party. This indemnity shall not apply to any claims arising from any negligent or intentional misconduct of the indemnified party. 17. HAZARDOUS SUBSTANCES. COUNTY represents that it has no knowledge of any substance, chemical, or waste (collectively, "substance ") on the COUNTY's Property or Tower Sites that is identified as hazardous, toxic or dangerous in any applicable federal, state or local law or regulation. PrimeCo shall not introduce or use any such substance on the Tower Sites in violation of any law. 18. TAXES. PrimeCo will be responsible for payment of all personal property taxes assessed directly upon and arising solely from its use of the Towers and /or the Tower Sites. COUNTY will be responsible for payment of all real property taxes; provided, however, in the event any improvements, excluding the Towers or Buildings, constructed by PrimeCo on the site are taxed as real property rather than as personal property, PrimeCo will be 12 responsible for payment of the portion of the real estate taxes attributable to the improvements constructed by PrimeCo. In addition, PrimeCo shall pay all sales tax due on this commercial lease as may be required by Florida law. 19. SALE. Should the COUNTY, at any time during the term of this Agreement, decide to sell all or any part of COUNTY's Property to a purchaser other than PrimeCo, such sale shall be under and subject to this Lease Agreement and PrimeCo's rights hereunder. COUNTY agrees not to sell, lease or use any other areas of County's Property for placement of other communications facilities or uses if, in PrimeCo's sole judgment (which shall not be arbitrary), such installation or use would interfere with the facilities in use by PrimeCo. COUNTY agrees not to sell, lease, license or use any other areas of COUNTY's Property upon which the leased property is situated for placement of other communications facilities if, in PrimeCo's sole judgment (which shall not be arbitrary), such installation would interfere with the facilities in use by PrimeCo. . 20. DESTRUCTION. If the Tower(s) should be totally or substantially destroyed so that rebuilding the Tower(s) "as is" would not be economically feasible, as may be reasonably determined by COUNTY, COUNTY may at its sole discretion, terminate this Lease or PrimeCo may rebuild the Tower(s), at its expense pursuant to the terms of this Agreement. If PrimeCo should elect to rebuild the Tower(s) as provided for in this paragraph 20, then in that case this Agreement shall re- commence at that point in time as if this Agreement had just been approved by the parties hereto. COUNTY agrees that if the Tower(s) should be damaged or substantially destroyed and the COUNTY has insurance coverage that will apply upon such an event, the COUNTY will utilize those insurance proceeds to rebuild the Tower(s). If, however, those proceeds are insufficient to rebuild the damaged Tower(s), and PrimeCo should elect to rebuild the Tower(s), the COUNTY will contribute those insurance proceeds to PrimeCo for the that purpose. 21. INSURANCE. PrimeCo shall maintain, at its sole cost, during the term of this Agreement commercial general liability insurance insuring PrimeCo against liability for personal injury, death or damage to personal property arising out of the use of the site by PrimeCo, as further evidenced in Exhibit "E ", attached hereto and made a part hereof. Such insurance shall provide coverage in an amount not less than $1 million for bodily injury or death to one or more persons and in an amount of not less than $1 million for property damage. PrimeCo shall provide COUNTY with a certificate of insurance which evidences such coverages, and shall name COUNTY as an additional insured. 22. MISCELLANEOUS. A) PrimeCo shall peaceably and quietly have, hold and enjoy 13 the Towers and Tower Sites. COUNTY shall not cause or permit any use of the property or the site which interferes with or impairs the quality of the communications services being rendered by PrimeCo from the site, nor shall COUNTY have unsupervised access to PrimeCo equipment. B) COUNTY represents and warrants that COUNTY has full authority to enter into and sign this Agreement. C) This Agreement contains all agreements, promises, and understandings between the COUNTY and PrimeCo. All exhibits are incorporated by reference. D) The terms and conditions of this Agreement shall extend to an bind the heirs, personal representatives, successors and assigns of COUNTY and PrimeCo. E) The prevailing party in any action or proceeding in court to enforce the terms of this Agreement shall be entitled to receive . its reasonable attorneys' fees and other reasonable enforcement costs and expenses from the non - prevailing party. F) COUNTY and PrimeCo agree to join in the execution of a Memorandum of Lease Agreement for each Tower Site in proper form for recording or filing in the official public records of MONROE COUNTY which shall set forth the existence and terms of this Agreement, and COUNTY and PrimeCo shall take such actions as may be necessary to permit such recording. G) In accordance with Florida Law, the following statement is hereby made: RADON GAS: Radon is a natural occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county public health unit. H) The validity of any provision hereof shall not affect or invalidate the remainder of this Use and Lease Agreement. IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement in the respective dates under each signature: MONROE COUNTY through its Chairman, authorized to execute same by Board 14 • action on the day of , 1996, and PrimeCo Personal Communications, L.P., through i s duly authorized to execute same. COUNTY ATTEST: MONROE COUNTY, through its BOARD OF COUNTY COMMISSIONERS DANNY L. KOLA Ciff . .. 4 0 ? -4 Gel , s. By - - • �� - • Chair Ex- Officio Clerk of the Board of County Commissioners of MONROE COUNTY, Florida day of , 1996. PrimeCo Signed, sealed and delivered in the presence of: PrimeCo Personal Communications,L.P., a Delaware limited partnership OUCQ 1nUO Print Name: Witness �'h n 1 ( � n Title : I C�ItCPrL 11'1,E= 2�TT(L. Print Name: V ` /"� 15 Executed on b day of LS J(vP:1 Witness ' 1996. Print Name: `/7 /Cr STATE OF FLORIDA COUNTY OF PALM BEACH The foregoing instrument was acknowledged before me this 6 day of TJ) E , 1996, by - R DBC- /CE L 4 as -- rFenxi 44 L 2i /2E-c. of PrimeCo Personal Communications, L.P., a Delaware limited s era y known to me or who has pradaeed NOT'RY PUBLIC My Commission Expires: Print Name: J5se/ x1E CA04AE (Seal) OFFICIAL NOTARY SEAL JOSEPHINE CONDE NOTARY PUBLIC STATE OF FLORIDA COMMISSION NO. CC270532 MY COMMISSION EXP. APR. 19, 1997 APPROVED AS TO FORM A GAL SU FIC • C A4 _ _ ROBERT N. W • • DATE 3602 - mr.fnl rev.5 /15/96 16 EXHIBIT LIST 1) EXHIBIT "A" -- County's Property and Tower Site Locations. [TO BE ATTACHED UPON COMPLETION OF REQUIRED ENGINEERING AND TECHNICAL APPROVAL BY COUNTY AND PRIMECO] 2) EXHIBIT "B" -- Location of Towers and Equipment Buildings at Tower Sites.[TO BE ATTACHED UPON COMPLETION OF REQUIRED ENGINEERING AND TECHNICAL APPROVAL BY COUNTY AND PRIMECO] 3) EXHIBIT "C" -- Anticipated Building Space Requirements for each Joint Participating User. 4) EXHIBIT "D" -- Bill of Sale. 5) EXHIBIT "E" -- Survey sketch and legal description of PrimeCo's leased parcel, including building and tower space.[TO BE ATTACHED UPON COMPLETION OF REQUIRED ENGINEERING AND TECHNICAL APPROVAL BY COUNTY AND PRIMECO] 6) EXHIBIT "F" -- Insurance. 7) EXHIBIT "I" -- Interference. 8) EXHIBIT "T" -- COUNTY's antennas and equipment list. 17 • EXHIBIT "A" TO BE ATTACHED EXHIBIT "B" TO BE ATTACHED EXHIBIT "C" Anticipated Building Space Requirements for each Joint Participating User Key Islamorada Grassy Key West Stock Island Largo Summerland PCS 180 180 sq.ft. 180 sq.ft. 180 sq.ft. 180 sq.ft. PrimeCo sq.ft. To be provided by County at no cost Keys To use To use To use To use To use Microcable existing existing existing existing existing space space space space space AT &T 300 300 sq.ft. Wireless sq.ft. BellSouth 144 144 sq.ft. 144 sq.ft. Mobility sq.ft. Monroe 168 168 sq.ft. 168 sq.ft. 168 sq.ft. 168 sq. ft. County sq.ft. BILL OF SALE KNOW ALL MEN BY THESE PRESENTS, that , whose address is of the City of State of Florida, party of the first part, for and in consideration of the sum of Ten and No /100 ($10.00) Dollars and other good and valuable considerations, lawful money of the United States, to them paid by the whose address is of the City of , State of Florida, party of the second part, the receipt whereof is hereby acknowledged, has granted, bargained, sold, transferred and delivered,•and by these presents does grant, bargain, sell, transfer and deliver unto the said party of the second part, and its successors and assigns, the following goods and chattels: Said party of the second part accepts said Building "as is" and by accepting said Building acknowledges that said party of the first part has complied with all applicable approvals, regulations, certificates and permits required for the construction of the Building. TO HAVE AND TO HOLD the same unto the said party of the second part, and its successors and assigns forever. AND said party of the first part, and its successors and assigns covenant to and with the said party of the second part, and its successors and assigns, that it is the lawful owner of the Tower Structure; that said Tower Structure is free from all encumbrances; and that it has good right to sell the same aforesaid. IN WITNESS WHEREOF, I have hereunto set my hand and seal this day of , 199 — . Signed, sealed and delivered in the presence of: By: Print Name: Witness Title: Print Name: Executed on — day of Witness 19 Print Name: STATE OF FLORIDA COUNTY OF The foregoing instrument was acknowledged before me this day of , 19 , by as of -' known to me or who has produced who is personally as identification and who did (did not) take an oath. NOTARY PUBLIC My Commission Expires: Print Name: (Seal) 5474. Do. EXHIBIT "D" . EXHIBIT "E" TO BE ATTACHED MONROE COUNTY, FLORIDA GENERAL INSURANCE REQUIREMENTS FOR CONTRACT BETWEEN MONROE COUNTY, FLORIDA AND PCS PRIMECO Prior to the effective date of this agreement, the Vendor shall obtain, at his/her own expense, insurance as specified in any attached schedules, which are made part of this contract. The Vendor will ensure that the insurance obtained will extend protection to all Subcontractors engaged by the Vendor. As an alternative, the Vendor may require all Subcontractors to obtain insurance consistent with the attached schedules. The Vendor will not be permitted to commence work governed by this agreement (including pre - staging of personnel and material) until satisfactory evidence of the required insurance has been furnished to the County as specified below. Delays in the commencement of work, resulting from the failure of the Vendor to provide satisfactory evidence of the required insurance, shall not extend deadlines specified in this contract and any penalties and failure to perform assessments shall be imposed as if the work commenced on the specified date and time, except for the Vendor's failure to provide satisfactory evidence. The Vendor shall maintain the required insurance throughout the entire term of this agreement to include any and all extensions. The Vendor shall provide, to the County, as satisfactory evidence of the required insurance, either: • Certificate of Insurance or • A Certified copy of the actual insurance policy. The County, at its sole option, has the right to request a certified copy of any or all insurance policies required by this contract. All insurance policies must specify that they are not subject to cancellation, non - renewal, material change, or reduction in coverage unless a minimum of thirty (30) days prior notification is given to the County by the insurer. The acceptance and/or approval of the Vendor's insurance shall not be construed as relieving the Vendor from any liability or obligation assumed under this contract or imposed by law. The Monroe County Board of County Commissioners, its employees and officials will be included as "Additional Insured" on all policies, except for Workers' Compensation. Any deviations from these General Insurance Requirements must be requested in writing on the County prepared form entitled "Request for Waiver of Insurance Requirements" and approved by Monroe County Risk Management. GENERAL LIABILITY INSURANCE REQUIREMENTS FOR CONTRACT BETWEEN MONROE COUNTY, FLORIDA AND PCS PRIMECO Prior to the commencement of work governed by this contract, the Vendor shall obtain General Liability Insurance. Coverage shall be maintained throughout the life of the contract and include, as a minimum: • Premises Operations • Products and Completed Operations • Blanket Contractual Liability • Personal Injury Liability • Expanded Definition of Property Damage The Vendor will ensure that such insurance will extend to property damage to property owned by, rented to, or controlled by the County. The minimum limits acceptable shall be: $1,000,000 Combined Single Limit (CSL) An Occurrence Form policy is preferred. If coverage is provided on a Claims Made policy, its provisions will include coverage for claims filed on or after the effective date of this contract. In addition, the period for which claims may be reported should extend for a minimum of twelve (12) months following the termination of this, and any extensions of this agreement. The Monroe County Board of County Commissioners shall be named as Additional Insured on all policies issued to satisfy the above requirements. • VEHICLE LIABILITY INSURANCE REQUIREMENTS FOR CONTRACT BETWEEN MONROE COUNTY, FLORIDA AND PCS PRIMECO Recognizing that the work governed by this contract requires the use of vehicles, the Vendor, prior to the commencement of work, shall obtain Vehicle Liability Insurance. Coverage shall be maintained throughout the life of the contract and include, as a minimum, liability coverage for: • Owned, Non - Owned, and Hired Vehicles The minimum limits acceptable shall be: $1,000,000 Combined Single Limit (CSL) If split limits are provided, the minimum limits acceptable shall be: $ 500,000 per Person $1,000,000 per Occurrence $ 100,000 Property Damage The Monroe County Board of County Commissioners shall be named as Additional Insured on all policies issued to satisfy the above requirements. WORKERS' COMPENSATION INSURANCE REQUIREMENTS FOR CONTRACT BETWEEN MONROE COUNTY, FLORIDA AND PCS PRIMECO Prior to the commencement of work governed by this contract, the Vendor shall obtain Workers' Compensation Insurance with limits sufficient to respond to the applicable state statutes. In addition, the Vendor shall obtain Employers' Liability Insurance with limits of not less than: $1,000,000 Bodily Injury by Accident $1,000,000 Bodily Injury by Disease, policy limits $1,000,000 Bodily Injury by Disease, each employee Coverage shall be maintained throughout the entire term of the contract. Coverage shall be provided by a company or companies authorized to transact business in the state of Florida and the company or companies must maintain a minimum rating of A -VI, as assigned by the A.M. Best Company. If the Vendor has been approved by the Florida's Department of Labor, as an authorized self - insurer, the County shall recognize and honor the Vendor's status. The Vendor may be required to submit a Letter of Authorization issued by the Department of Labor and a Certificate of Insurance, providing details on the Vendor's Excess Insurance Program. If the Vendor participates in a self - insurance fund, a Certificate of Insurance will be required. In addition, the Vendor may be required to submit updated financial statements from the fund upon request from the County. ATTACHMENT "I" INTERFERENCE / CONFLICTS Lessee shall, at it's own expense, maintain their 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. Lessee'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 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 expense. Lessee 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 located at the facility. Lessee 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. • ATTACHMENT "T" The attached sheets are the allocated antennas, feedlines and locations engineered and negotiated for the proposed new towers. This attachment as part of this agreement insures compliance and understanding of the allocated antenna loading and space requirements. Monroe County will maintain control to assure compliance of tower loading. All changes, additions or loading requirements will be approved or denied by Monroe County's Emergency Communications Department. Monroe County will not without reasonable cause deny or delay changes or additions, however, Monroe County may require current market value considerations for additional loading requirements. • I I I i I I i i i 11 i I' a) ! if { I I i i{ a i I I I f 1 l 1! I l l! I ! 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