01/16/2014 LeaseAMY NEAVIL-IN, CPA
CLERK OF CIRCUIT COURT & COMPTROLLER
MONROE COUNTY, FLORIDA
DATE: January 24, 2014
TO: Roman Gastesi, County Administrator
ATTN: Connie Cyr
FROM: Vitia Fernandez, D. C. / /
At the January 16, 2014, Board of County Commissioner's meeting the Board granted approval and
authorized execution of Item M2 Ratification of the approval of License between Monroe County and
New Cingular Wireless for space on the county owned communication tower to now include all exhibits.
Enclosed is a duplicate original of the above -mentioned for your handling. Should you have any
questions, please feel free to contact me.
cc: County Attorney
Finance
File
500 Whitehead Street Suite 101, PO Box 1980, Key West, FL 33040 Phone: 305-295-3130 Fax: 305-295-3663
3117 Overseas Highway, Marathon, FL 33050 Phone: 305-289-6027 Fax: 305-289-6025
88820 Overseas Highway, Plantation Key, FL 33070 Phone: 852-7145 Fax: 305-852-7146
Market: S. Florida
LICENSEE Cell Site Name: Bahia Honda Key/Scout Key
COUNTY Site Name: Scout Key
Fixed Asset Number: 10126620
LICENSE BETWEEN MONROE COUNTY AND
NEW CINGULAR WIRELESS
/N�
This LICENSE (the "LICENSE") is made and entered into this /(� day of , 201f,("Effective Date") by
and between BOARD OF COUNTY COMMISSIONERS FOR MONROE CO TY, FLORIDA, whose address
1100 Simonton Street, Key West Florida 33040 ("COUNTY") and New Cingular Wireless PCS, LLC, a Delaware
limited liability company, having a mailing address of 575 Morosgo Dr., Suite 13-F West Tower, Atlanta, GA.
30324 ("LICENSEE").
WHEREAS, COUNTY currently owns that certain plot, parcel or tract of land physically located at Mile Marker
32, US 1, Scout Key (formerly known as West Summerland Key); and has a 911 address of 34211 Overseas
Highway, Big Pine Key, Florida 33043 (the "Property").
WHEREAS, COUNTY also currently owns a free standing communications tower (the "Tower") erected on the
Property; and
WHEREAS, the COUNTY and the Monroe County Sheriff's Office (MCSO) Interlocal Agreement dated February
21, 2007, and subsequent amendment(s), for the consolidation and management of Emergency Communications in
the county.
WHEREAS, COUNTY is willing to license to LICENSEE, approximately 330 square feet of the designated portion
of the building and generator pad located at the Property ("the Building Space") and space on the Tower (the
"Tower Space"), (the Building Space and the Tower Space collectively known as the "Premises" and shall be shown
on Composite Exhibit "A", which includes four drawings numbers C-1, C-2, C-3 and C4, attached hereto and
incorporated herein), subject to the terms and conditions set forth below; and
WHEREAS, LICENSEE wishes to lease from COUNTY the Premises to provide federally licensed
communications to its customers in the Florida Keys; and
WHEREAS, it is in the public interest that the COUNTY provide communication ability to residents and visitors in
the Florida Keys;
NOW THEREFORE, in consideration of the mutual covenants and provisions contained herein, the parties agree
as follows:
1. PREMISES.
The COUNTY owns that certain property located at Mile Marker 32, US 1, Scout Key (formerly known as
West Summerland Key); and has a 911 address of 34211 Overseas Highway, Big Pine Key, Florida 33043. The
LICENSEE is hereby granted the rights enumerated in this License to use approximately 330 square feet of the
designated portion of the building and generator pad located on the Property ("the Building Space") and space on
the Tower (the "Tower Space"), (the Building Space and the Tower Space collectively known as the "Premises" and
shall be shown on Composite Exhibit "A", attached hereto and incorporated herein).
2. PERMITTED USE OF LICENSE.
(a) COUNTY hereby grants a license to LICENSEE and LICENSEE accepts the right to use such
Premises from COUNTY, subject to the terms and conditions of this License.
(b) Licensee understands and agrees that the Premises is managed by the Monroe County Sheriff's
Office (MCSO) Communications through an Interlocal License between the COUNTY and MCSO; and agrees to
comply with the direction of Monroe County Sheriffs Office (MCSO) Communications regarding the Premises.
Failure to do so shall constitute grounds for termination of this License pursuant to Section 7(g) of this license.
(c) Licensee may use the Premises for the transmission and reception of communications signals and
the installation, construction, maintenance, operation, repair, replacement and upgrade of its communication fixtures
and related equipment, cables, accessories and improvements, which may include a suitable support structure,
associated antennas, COUNTY designated equipment shelter or racks/cabinets in the COUNTY designated shelter
and fencing, in County approved areas ("Communication Facility").
(d) LICENSEE further has the ability, with written permission of and at the sole discretion of the
COUNTY and MCSO Communications, but not the obligation, to add, modify and/or replace equipment in order to
be in compliance with any current or future federal, state or local mandated application, including, but not limited to,
emergency 911 communication services, said additions, modifications, or replacements may require an amendment
to this License. Amendments are in the sole discretion of the COUNTY and MCSO Communications. Such written
permission, and if necessary any amendments, shall be obtained by LICENSEE prior to said additions,
modifications, or replacements (including pre -staging) being placed on the Premises, not to be unreasonably
withheld, conditioned or delayed.
(e) The parties shall mutually agree as to where LICENSEE will locate its Building Space and Tower
Space and the same shall be reflected in Composite Exhibit "A", which shall serve as conclusive evidence as to the
parties' license to this matter. This Building Space shall be used for the purpose of maintaining and operating a
communications facility and uses incidental to the Communication Facility, consisting of the placement of
communicating services equipment, and installation of cables (between the communicating services equipment
located in the Building Space and the antennas located on the Tower Space), electrical utility service, fuel services
and fiber optic or telephone cables. COUNTY and MCSO shall be provided access to all building space in case of
emergency or maintenance issues, access shall be provided by key pad, key or other agreed upon method, on or
before the effective date of this License and within 72 hours if access is changed by COUNTY or MCSO. COUNTY
and MCSO will have right to access building space in case of an emergency without the LICENSEE's consent,
otherwise County or MCSO shall give 72 hours verbal notice to LICENSEE's NOC at 877-538-2692 COUNTY and
MCSO shall not alter, damage, move, disrupt, turn off, adjust or otherwise affect or impair the continuous operation
of the Communication Facility, and shall reimburse LICENSEE for any damage to the Communication Facility
caused by COUNTY, MCSO, their agents, employees, or contractors. While on the Premises, COUNTY, MCSO
and their employees, agents, or contractors shall comply with any and all regulations of the Federal Communications
Commission, including the FCC's radio frequency emissions exposure guidelines. COUNTY's and MCSO's right
to enter the Premises shall be limited to inspecting the Premises and the Communications Facilities or to perform
general Building maintenance on or about the Premises, including but not limited to performing structural alterations
necessary to keep the Building or Premises in good order and repair, and nothing contained herein shall be construed
so as to require LICENSEE to shut down the Communications Facility or otherwise discontinue its operations from
the Premises.
(f) Storage of equipment which is too large to fit into the Building Space will be allowed only with
written permission of MCSO Communication and only for a limited time not to exceed sixty (60) days. Such
permission for oversize storage may be granted via email rather than by more stringent notice requirements in
Section 18 of this License. Storage of oversize equipment shall not interfere with operations of MCSO or other
users and shall be moved within seventy-two (72) hours of written request by MCSO Communications; such request
may be made by email. The LICENCEE's correct email address shall be provided to MCSO in Section 18.
(g) COUNTY further agrees that LICENSEE shall have the right to install, replace and maintain
utility lines, wires, poles, cables, conduits, pipes and other necessary connections over or along COUNTY right-of-
way extending from a public right-of-way to the Premises. COUNTY shall cooperate with LICENSEE in its effort
to obtain utility service along said right-of-way by signing such documents or easements as required by utilities, so
long as this does not violate regulatory State or Federal law or COUNTY policy or ordinance. In the event any
utility company is unable to use existing right-of-way the COUNTY agrees to grant additional right-of-way or
easement as necessary under the same limitations as outlined herein and at the sole expense of the LICENSEE.
LICENSEE shall not block access to the property nor interfere with the right of ingress or egress of other licensees
or users of the premises.
(h) COUNTY also grants 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 area seven days a week,
twenty-four (24) hours a day, including normal business hours, for installation and maintenance of LICENSEE's
utility wires, cables, conduits, and antenna. COUNTY acknowledges that failure to provide the access granted by
this Section 2, except in cases of Emergency or Acts of God, shall be a default under this License. In connection
with such default, LICENSEE shall have such rights or remedies as are available to LICENSEE under this License
or at law or equity. If excavation is required for maintenance or initial installation Licensee shall give 24 hour notice
before beginning excavations to MCSO/County and receive permission to excavate, not to be unreasonably
withheld, conditioned or delayed . Excavation area shall be clearly marked prior to excavation. LICENSEE shall
contact www.callsunshine.com or 811 three days prior to excavation.
(i) During the Term of this License, LICENSEE and its agents, engineers, surveyors and other
representatives will have the right to enter upon the Property to inspect, examine, conduct soil borings, drainage testing,
material sampling, radio frequency testing and other geological or engineering tests or studies of the Property
(collectively, the "Tests"), to apply for and obtain licenses, permits, approvals, or other relief required of or deemed
necessary or appropriate for LICENSEE's use of the Premises and include applications for zoning variances, special
use permits, and construction permits (collectively, the "Government Approvals"), initiate the ordering and/or
scheduling of necessary utilities, and otherwise to do those things on or off the Property that, in the opinion of
LICENSEE, are necessary to determine the physical condition of the Property, the environmental history of the
Property, COUNTY's title to the Property and the feasibility or suitability of the Property for LICENSEE's Permitted
Use, all at LICENSEE's expense. LICENSEE shall consult with COUNTY on all applications. LICENSEE will not be
liable to COUNTY or any third party on account of any pre-existing defect or condition on or with respect to the
Property, whether or not such defect or condition is disclosed by Licensee's inspection, unless that condition was
created by LICENSEE. LICENSEE will restore the Property to its condition as it existed at the commencement of the
License, reasonable wear and tear and casualty not caused by LICENSEE excepted. In addition, LICENSEE shall
indemnify, defend and hold COUNTY harmless from and against any and all injury, loss, damage or claims arising
directly out of LICENSEE's Tests or from entry onto the property by LICENSEE or its agents.
COUNTY shall permit LICENSEE free ingress and egress to COUNTY's property to conduct surveys,
structural strength analysis, radio propagation tests, environmental testing and other activities as LICENSEE may
deem necessary. LICENSEE agrees that the right to ingress and egress does not entitle it to obstruct
COUNTY/MCSO operations or operations of other licensees or users of the premises.
3. TERM.
(a) The term of this License will be Ten (10) years, ("Term") commencing on the Effective Date.
The Term will terminate on last day of the month in which the tenth (1 Os') annual anniversary of the Effective Date
occurs.
(b) Licensor and Licensee agree to renegotiate in good faith for one extension of the Term at least one
hundred eighty (180) days prior to the expiration of the existing Term.
(c) This License specifically denies the LICENSEE the Ability to holdover after the end of the stated
term. If LICENSEE remains in possession of the Premises after the termination of this License then LICENSEE
will be deemed to be trespassing and the COUNTY shall have the right to treat the LICENSEE as such under State
law and may evict the LICENSEE; in addition the LICENSEE shall be liable to the COUNTY for Three Thousand
Dollars and No/100 Dollars ($3,000.00) per month as liquidated damages.
4. RENT AND UTILITIES.
(a) Commencing on the effective date of the of this license, Licensee will pay COUNTY on or before
the fifth (5 h) day of each calendar month in advance Two Thousand Eighty Three and No/100 Dollars ($2,083) (the
"Rent"), at the address set forth in Section 17 Notices. The COUNTY shall not be responsible for billing the
LICENSEE, the LICENSEE shall pay the rent without the necessity of a bill from the COUNTY on time as required
by this License. Rent payments shall be addressed to the Monroe County Clerk of Courts, Finance Department, 500
Whitehead Street, Key West, Florida 33040, and shall contain a have a notation referencing "License between New
Cingular and Monroe County.
(b) In year two (2) of the Term, and each year thereafter, the monthly rent will be increased by four and
one-half percent (4'/2%) over Rent paid during the previous year.
(c) LICENSEE shall pay for all utilities, including but not limited to electricity, connected with the
permitted use at the rate charged by the servicing utility company. All charges payable under this License such as
utilities shall be paid by LICENSEE. LICENSEE shall be responsible for all costs and expenses relating to the
provision of electrical service to its communication equipment. LICENSEE's electrical service shall be separately
metered and LICENSEE shall be responsible for the cost of installation of such meter. The bill for such services
shall be sent directly from the utility to the LICENSEE. COUNTY shall not be responsible for forwarding the bill to
LICENSEE.
(d) The provisions of this subsection shall survive the termination or expiration of this License.
(e) Licensor and Licensee hereby acknowledge and agree that pursuant to section 13 of the License
Agreement between the Licensor and Sprint dated March 21'`, 2001, as attached and made a part hereto as Exhibit
"C", Sprint is entitled to recoup pro -rated share of the cost of the replacement of the Tower ("Development Costs")
from any new licensee on the Tower. It has been agreed that the Development costs amount is $150,000 and
Licensee shall pay $150,000 ("Capital Contribution") to Sprint within forty-five (45) days of the installation of
Licensee's Communication Facility.
5. APPROVALS AND SPECIFICATIONS.
(a) COUNTY agrees that LICENSEE'S ability to use the Premises is contingent upon the suitability
of the Premises and Property for LICENSEE's Permitted Use and LICENSEE's ability to obtain and maintain all
governmental licenses, permits, approvals or other relief required of or deemed necessary or appropriate by Licensee
for its use of the Premises, including all costs and expense, including without limitation applications for zoning
variances, zoning ordinances, amendments, special use permits, and construction permits (collectively, the
"Government Approvals"). COUNTY has provided Licensee with an inspection report and photos which represent
to the COUNTY's and MCSO's best knowledge the present condition of the Premises. The report and photographs
are attached and made a part hereto as Exhibit `B". The LICENSEE takes the premises subject to the condition set
out in the report and photographs. COUNTY AND MCSO agree that LICENSEE shall be permitted to perform any
testing at its own expense, including but not limited to those provided for in paragraph 2(i) of this agreement prior to
placing equipment on the tower. LICENSEE warrants that by placing its equipment on the tower it accepts the
condition as acceptable for its use. COUNTY authorizes LICENSEE to prepare, execute and file all required
applications to obtain Government Approvals for LICENSEE's Permitted Use under this License but makes no
guarantees that LICENSEE will be permitted for a particular use. Liability for the testing performed by the
LICENSEE shall be borne by and be the sole responsibility of the LICENSEE.
(b) LICENSEE has the right to obtain, at LICENSEE's sole cost and expense, a title report or
commitment for a leasehold title policy from a title insurance company of its choice and to have the Property
surveyed by a surveyor of its choice.
(c) LICENSEE may also perform and obtain, at LICENSEE's sole cost and expense, soil borings,
percolation tests, engineering procedures, environmental investigation or other tests or reports on, over, and under
the Property, necessary to determine if LICENSEE's use of the Premises will be compatible with LICENSEE's
engineering specifications, system, design, operations or Government Approvals.
(d) LICENSEE shall prepare, at its expense all necessary drawings and specifications for the
installation of LICENSEE's telecommunications equipment, which COUNTY/MCSO has the right to approve, such
approval not to be unreasonably withheld.
6. MAINTENANCE.
LICENSEE will keep and maintain the Premises in good condition, reasonable wear and tear excepted.
COUNTY will maintain and repair the Property and access thereto, the Tower and all areas where LICENSEE does
not have exclusive control, in good and suitable condition for their use, subject to reasonable wear and tear.
LICENSEE shall be responsible for air -conditioner maintenance and repair in the Building Space. LICENSEE shall
provide reasonable cooperation to COUNTY in connection with COUNTY's maintenance and repair of the
Property, the Premises, and the Tower.
7. TERMINATION.
This License may be terminated as follows:
(a) By either party on thirty (30) days prior written notice, if the other party remains in default under
Section 14 of this License after the applicable cure periods,
(b) By LICENSEE upon written notice to COUNTY within thirty (30) days of the date of inability to
obtain license, approval, or permit, if Licensee is unable to obtain, or maintain, any required approval(s) or the
issuance of a license or permit by any agency, board, court or other governmental authority necessary for the
construction or operation of the Communication Facility as now or hereafter intended by Licensee; or if Licensee
determines, in its sole discretion that the cost of or delay in obtaining or retaining the same is commercially
unreasonable;
(c) By LICENSEE, upon written notice to COUNTY within thirty (30) days of the date of title results
or survey results, if LICENSEE determines, in its sole discretion, due to the title report results or survey results, that
the condition of the Premises is unsatisfactory for its intended uses;
(d) By LICENSEE upon on thirty (30) days prior written notice to the other party for any reason or no
reason, at any time prior to commencement of construction by LICENSEE;
(e) By LICENSEE upon sixty (60) days' prior written notice to the other party for any reason or no
reason, so long as LICENSEE pays COUNTY a termination fee equal to three (3) months' Rent, at the then -current
rate, provided, however, that no such termination fee will be payable on account of the termination of this License
by Licensee under any one or more of Sections 5 Approvals, 7(a) Termination, 7(b) Termination, 7(c) Termination,
9 Interference, 12 Damage, Casualty or Destruction, 20 Environmental, or 26 Severability of this License.
(f) By COUNTY upon thirty (30) days prior written notice if LICENSEE breaches the conditions set
out in this License under any one or more of Sections 19 Compliance with Law, and 21 Assurance Against
Discrimination and remains in default after the applicable cure periods as set forth in Section 13.
(g) By COUNTY or MCSO upon thirty (30) days prior written notice, if LICENSEE fails to comply
with the direction of the MCSO regarding operations on the Premises and remains in default after the applicable
cure periods as set forth in Section 13.
(h) By COUNTY or MCSO for failure to comply with Section 9 of this License.
8. INSURANCE.
Prior to commencement of any provisions governed by this contract (including the testing or pre -staging of
personnel and material), the LICENSEE shall obtain, at its own expense, insurance as specified below in this
License. The LICENSEE will ensure that the insurance obtained will extend protection to all subcontractors
engaged by the LICENSEE, as an alternative the LICENSEE may require all its contractors or subcontractors who
enter COUNTY property or more specifically the Premises to obtain insurance consistent with the following
requirements. The LICENSEE will not be permitted to commence Work governed by the License (including testing,
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 LICENSEE to
provide satisfactory evidence of the required insurance shall not extend deadlines or commencement date as
specified in this License. The LICENSEE shall maintain the required insurance throughout the entire term of this
contract and any additional term. Failure to comply with this provision may result in the immediate suspension of all
use of the Premises until the required insurance has been reinstated or replaced. The LICENSEE shall provide, to the
County Risk Management Department at 1100 Simonton Street, Key West Florida 33040, and a copy to MCSO as
satisfactory evidence of the required insurance, a Certificate of Insurance..
LICENSEE shall provide at least 30 days' advanced written notice to County of any required policy that is
cancelled or non -renewed and not replaced. Licensee shall require reasonable and prudent coverages and limits
from any of it subcontracts providing work hereunder.
The Monroe County Board of County Commissioners, its employees and officials will be included as
"Additional Insured" on all required policies except workers compensation. Licensor's additional insured status
shall (i) be limited to bodily injury, property damage or personal and advertising injury caused, in whole or in part,
by Licensee, its employees, agents or independent contractors; (ii) not extend to claims for punitive or exemplary
damages arising out of the acts or omissions of Licensor, its employees, agents or independent contractors or where
such coverage is prohibited by law or to claims arising out of the gross negligence of Licensor, its employees, agents
or independent contractors; and, (iii) not exceed Licensee's indemnification obligation under this Agreement, if any.
Notwithstanding the forgoing, Licensee may, in its sole discretion, self -insure any of the required insurance under
the same terms as required by this Agreement. In the event Licensee elects to self -insure its obligation under this
Agreement to include Licensor as an additional insured, the following conditions apply:
(i) Licensor shall promptly and no later than thirty (30) days after notice thereof provide Licensee
with written notice of any claim, demand, lawsuit, or the like for which it seeks coverage pursuant to this
Section and provide Licensee with copies of any demands, notices, summonses, or legal papers received in
connection with such claim, demand, lawsuit, or the like;
(ii) Licensor shall not settle any such claim, demand, lawsuit, or the like without the prior written
consent of Licensee; and
(iii) Licensor shall fully cooperate with Licensee in the defense of the claim, demand, lawsuit, or
the like.
The acceptance and/or approval of the LICENSEE's insurance shall not be construed as relieving the
LICENSEE from any liability or obligation assumed under this License or imposed by law.
LICENSEE will carry, at its own cost and expense, the following insurance or self-insurance:
(a) "All Risk' property insurance for its property's replacement cost;
(b) Workers' Compensation Insurance as required by law; and
(c) Commercial General Liability (CGL) insurance with respect to its activities on the Property, such
insurance to afford protection of Three Million Dollars ($3,000,000) combined single limit, per occurrence and in
the aggregate, providing coverage for bodily injury and property damage. There shall be no exclusion for property
in care, custody or control.
(e) LICENSEE shall provide to the COUNTY a certificate of insurance evidencing the coverage required
by this section within thirty (30) days of the Effective Date.
LICENSEE acknowledges that the COUNTY is self insured for liability purposes up to the waiver of
sovereign immunity caps as specified in Florida Statutes Section 786.28, and that no other liability coverage is
required of the COUNTY.
9. INTERFERENCE
(a) LICENSEE agrees to comply with the COUNTY policy regarding interference as set out herein.
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 under this Section 9 of the License..
(b) LICENSEE shall operate the LICENSEE facilities in a manner that will not cause interference to
other leases or licensees of the Property, provided that their installations predate that of the LICENSEE's facilities.
Under no circumstances shall LICENSEE operate its facilities now or in the future in a manner which interferes with
COUNTY, or other existing radio frequency user(s) on the Property, as long as the existing radio frequency user(s)
operate and continue to operate within their respective frequencies and in accordance with all applicable laws and
regulations.
(c) All operations of LICENSEE, County and MCSO shall be in compliance with all Federal
Communications Commission ("FCC") requirements, as well as State and County requirements.
(d) LICENSEE agrees that it will not implement or continue the use of equipment that will cause or
has caused interference, or may cause interference in the future, as determined by MCSO in its sole discretion, with
the frequencies used by first responders, including but not limited to law enforcement, emergency operations or their
homeland security partners, and other existing radio frequency user(s) on the Property, as long as the existing radio
frequency user(s) operate and continue to operate within their respective frequencies and in accordance with all
applicable laws and regulations. Prior to the installation of any equipment on the Tower utilizing a frequency other
than the original installation, LICENSEE shall provide COUNTY with an intermodulation study performed by a
licensed engineer to determine the compatibility of the equipment to be installed with the equipments then existing
on the Tower. In the event said intermodulation study indicates that said equipment will interfere or is likely to
interfere with any of the equipment existing on the Tower, LICENSEE will not proceed with said installation.
LICENSEE shall be given notice when interference has occurred, shall take any and all steps to alleviate the
interference immediately, and shall work with MCSO to remedy the problem so that normal operations may be
restored as soon as reasonably possible.
(e) Subsequent to the installation by the LICENSEE in the Premises, COUNTY shall not permit its
leases or licensees or other users to install new equipment on the Premises thereto owned or controlled by
COUNTY, if such equipment to causes interference with LICENSEE's operations. COUNTY agrees to take all
action necessary and reasonable to eliminate such interference within seventy-two (72) hours: (1) In the event
interference is caused by other licensees or users and the same is not cured within the aforesaid period, COUNTY
shall take all appropriate action to eliminate interference (except for intermittent testing to determine the cause of
such interference) until the interference has been corrected, (2) In the event COUNTY fails to comply with this
section, LICENSEE in addition to any other rights that it may have at law or in equity or seek injunctive relieve may
terminate this License May terminate this Liscense.
(f) In the event that COUNTY determines that it is LICENSEE who has caused or is causing the
interference, COUNTY will notify LICENSEE of the interference. If in the COUNTY's sole discretion LICENSEE
has not eliminated the interference within seventy-two (72) hours, LICENSEE shall cause operations to cease
(except for intermittent testing to determine the cause of such interference) until the interference has been corrected.
If LICENSEE fails to comply with the COUNTY then COUNTY may terminate this License.
10. FUTURE INSTALLATIONS.
COUNTY does hereby agree that LICENSEE may license future additional communication service antenna
or equipment for the purpose of wireless communications on the Tower and COUNTY may, in its sole discretion,
authorize modifications or relocations for LICENSEE's above described antennas at the Tower site; provided that
LICENSEE gains written permission from MCSO and COUNTY, and provided that the new licensees antennas do
not conflict with COUNTY's present or future use for public safety, homeland security or law enforcement reasons
or interfere with other Tower user's signals, antennas and equipment, and provided the structural capacity of the
Tower whether existing or modified by Licensee, is sufficient based on standard and accepted engineering practices
at the time of such modification.
11. INDEMNIFICATION.
The LICENSEE covenants and agrees to indemnify and hold harmless County and MCSO, their
Commissioners officers and employees from liabilities, damages, losses and costs, including but not limited to,
reasonable attorneys' fees, to the extent caused by the negligence, recklessness, or intentional wrongful conduct of
the LICENSEE, (subcontractor(s) and other persons employed or utilized by the CONSULTANT in the performance
of the contract. This indemnity does not apply to any claims arising from the sole negligence or intentional
misconduct of County and/or MCSO, their commissioners, officers and employees.
Except for the indemnity obligations set forth in this License, and otherwise notwithstanding anything to
the contrary in this Agreement, LICENSEE and LICENSOR each waives any claims that each may have against the
other with respect to consequential, incidental or special damages, however caused, based on any theory of liability.
The extent of liability is in no way limited to, reduced, or lessened by the insurance requirements contained
elsewhere within this agreement. Should any claims be asserted against the COUNTY or MCSO by virtue of any
deficiency or ambiguity in the plans and specifications provided to the County, or MCSO by LICENSEE, the
LICENSEE agrees and warrants that he shall hold the County harmless and shall indemnify County and MCSO
from all losses occurring thereby.
This indemnification shall survive the expiration or early termination of the License.
12. DAMAGE, CASUALTY OR DESTRUCTION TO PREMISES.
(a) If LICENSEE or COUNTY or MCSO becomes aware by any means that damage or destruction
has occurred on the Premises, or common area or on the property, each party shall immediately notify MCSO
Communications of the damage.
(b) If the Tower should be totally or substantially destroyed, damaged, become unusable or dangerous
so that the LICENSEE may not operate its facility as contemplated under this License, or so that the rebuilding of
the Tower "as is" would not be economically feasible, as may be reasonably determined in the sole discretion of the
COUNTY; then either the COUNTY or the LICENSEE may terminate this License without incurring liability or
financial obligation to the other party. In any event that, due to such damage or destruction LICENSEE's use of the
premises is completely disrupted, license fees due hereunder shall abate in full pending restoration or repair of the
premises or termination of the License if permitted hereunder. If LICENSEE is able to continue operations during
the repair of the premises the rent shall continue to be paid. If this License should terminate pursuant to this section
COUNTY agrees to return to LICENSEE a pro rata portion of any prepaid rent.
(c) If damage or destruction occurs as a result of the LICENSEE'S use of the premises LICENSEE
shall take immediate action to stop further damage and shall be liable to COUNTY or other users for the damage,
destruction or interruption to service.
(d) Upon such termination, by COUNTY, LICENSEE will be entitled to be reimbursed for any prepaid
Rent on a pro rata basis. LICENSEE must provide written request for release of prepaid Rent, addressed to the
COUNTY and MCSO at the addresses in Section 18, which shall include the documentation necessary for the Clerk
of Court to determine that LICENSEE has met the contractual requirements to be entitled to the requested proration
of rent.
(e) In the event that the casualty or damage renders the Premises unusable and COUNTY or LICENSEE
undertakes to rebuild or restore the Premises, as applicable, COUNTY agrees to permit LICENSEE to place
temporary transmission and reception facilities on the Property at no additional Rent until the reconstruction of the
Premises and/or the Communication Facility is complete, so long as the temporary installation of that equipment
does not cause interference or hazardous conditions at the property, to other users or to the MCSO operations for the
public safety and welfare. This temporary arrangement would not constitute cause for termination and all of the
terms and conditions of this License would remain in effect, including Rent. If COUNTY determines not to rebuild
or restore the Premises, COUNTY will notify LICENSEE of such determination within ninety (90) days after the
casualty or other harm.
13. DEFAULT AND CURE.
(a) If LICENSEE defaults in fulfilling any of the covenants of this License 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 nature that the same cannot be reasonably cured or
remediated 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 to
completion, then in any one or more of such events this License 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 and
LICENSEE shall than quit and surrender the Property to COUNTY as provided herein.
(b) If COUNTY defaults in fulfilling any of the covenants of this License and such default shall continue
for sixty (60) days after service by LICENSEE of written notice upon COUNTY specifying the nature of said
default, or, if the said default so specified shall be of such nature that the same cannot be reasonably cured or
remediated within such sixty (60) day period, if COUNTY 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 to completion
then in any one or more of such events LICENSEE will have the right: (i) to terminate the License, and (ii) any and
all other rights available to it under law and equity.
14. REMOVAL OF PERSONAL PROPERTY.
(a) All property located within the Premises which was brought onto the Premises, or common areas, by
LICENSEE will be and will remain LICENSEE's personal property and may be removed by LICENSEE at any time
during the term. LICENSEE shall upon termination of this License, for any reason, within a sixty 60 day period,
remove its personal property and fixtures from the Premises and LICENSEE will to the extent reasonable, restore
the Premises to its condition at the commencement of the License, reasonable wear and tear and loss by casualty or
other causes beyond LICENSEE's control excepted.
(b) If such time for removal causes LICENSEE to remain on the Premises after termination of this
License, 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, however, LICENSEE may not remain longer than one hundred and
twenty (120) days after termination. If LICENSEE remains longer than one hundred and twenty (120) days after
termination LICENSEE forfeits its personal property left on the site and is liable to COUNTY for the cost and
expense of removal and disposal and for holdover rent under section 3(c).
(c) LICENSEE agrees to be responsible for the removal of any property left in the "building space" by
the previous occupant, including the cost of said removal.
15. ASSIGNMENT.
LICENSEE shall not assign or transfer this License without the prior written consent of COUNTY, which
consent will not be unreasonably withheld, conditioned or delayed; provided, however, LICENSEE may assign or
transfer this License without COUNTY's prior written consent to (i) LICENSEE's principal(s), affiliates,
subsidiaries of its principal(s) and affiliates or (ii) to any entity which acquires all or substantially all of
LICENSEE's assets in the market defined by the Federal Communications Commission ("FCC") in which the
Premises is located by reason of a merger, acquisition or other business reorganization. However, if the LICENSEE
assigns or transfers to: (i) LICENSEE's principal(s), affiliates, subsidiaries of its principal(s) and affiliates or (ii) to
any entity which acquires all or substantially all of LICENSEE's assets in the market defined by the Federal
Communications Commission ("FCC") in which the Premises is located by reason of a merger, acquisition or other
business reorganization; LICENSEE shall notify COUNTY of the assignment or transfer and comply with
COUNTY requirements regarding documentation of said assignment or transfer. Failure to do so is grounds for
termination of the license with LICENSEE and/or its assigns, or transferees. With respect to any permitted
assignment made pursuant to Section 15(i) only, LICENSEE shall not be relieved of all future liabilities and
obligations accruing under this License. With respect to any permitted assignment made pursuant to Section 15(ii),
or upon any other assignment or transfer that is approved by the COUNTY, from and after the effective date of any
such assignment or transfer, LICENSEE shall be relieved of all future liabilities and obligations accruing under this
License. LICENSE shall have not sublease the Premises, in whole or in part, without consent of COUNTY as
approved by the Board of County Commissioners.
16. TITLE TO PREMISES
COUNTY covenants that it is seized of good and sufficient title and interest to the Premises and has full
authority to enter into this License.
17. OUIET ENJOYMENT.
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.
18. NOTICES.
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 below:
COUNTY:
(1) Monroe County Board of County Commissioners (2)
County Administrator
1100 Simonton Street
Key West, Florida 33040
LICENSEE:
(1) New Cingular Wireless PCS, LLC
Attn: Network Real Estate Administration
Re: Cell Site #: Bahia Honda/Scout Key; Cell Site Name:
Fixed Asset No: 10126620
575 Morosgo Dr.
13-F West Tower
Atlanta, GA 30324
Emergency Phone #877-538-2692
Monroe County Sheriff's Office
Emergency Communications
10600 Aviation Blvd.
Marathon, Florida 33050
(MCSO available 8:00 AM to 5:00 PM
Monday to Friday at 305-289-6035; and
at 305-289-2430 After Hours, weekends, and
holidays.)
Bahia Honda/ Scout Key (FL)
With the required copy of legal notice sent to Tenant at the address above:
(2) New Cingular Wireless PCS, LLC
Attn.: Legal Department
Re: Cell Site #: Bahia Honda/Scout Key; Cell Site Name: Bahia Honda/ Scout Key (FL)
Fixed Asset No: 10126620
208 S. Akard Street
Dallas, Texas, 75202-4206
A copy sent to the Legal Department is an administrative step which alone does not constitute legal notice.
19. COMPLIANCE WITH LAW.
In providing all services/goods pursuant to this license, the LICENSEE shall abide by all statutes,
ordinances, rules and regulation pertaining to, or regulating the provisions of, such services, including those now in
effect and hereinafter adopted. Any violation of said statutes, ordinances, rules and regulations shall constitute a
material breach of this license and shall entitle the COUNTY to terminate this contract immediately upon delivery of
written notice of termination to the LICENSEE.
20. ENVIRONMENTAL.
(a) COUNTY represents that to the best of its knowledge (i) the Property, as of the date of this
License, is free of hazardous substances, including asbestos -containing materials and lead paint, and (ii) the Property
has never been subject to any contamination or hazardous conditions resulting in any environmental investigation,
inquiry or remediation. COUNTY and LICENSEE agree that each will be responsible for compliance with any and
all applicable governmental laws, rules, statutes, regulations, codes, ordinances, or principles of common law
regulating or imposing standards of liability or standards of conduct with regard to protection of the environment or
worker health and safety, as may now or at any time hereafter be in effect, to the extent such apply to that party's
activity conducted in or on the Property.
(b) Without limiting Section 11, LICENSEE shall indemnify, defend and hold COUNTY harmless
from and against all Losses (specifically including reasonable attorneys' fees, and court costs) arising from (i) any
breach of any representation or warranty made in this Section 20 by LICENSEE; and/or (ii) environmental
conditions or noncompliance with any Environmental Law that result from operations in or about the Property by
LICENSEE or LICENSEE'S agents, employees, contractors or subcontractors except to the extent attributable to the
action or inaction, costs, claims, liabilities, negligence or misconduct of COUNTY, MCSO, its employees, agents or
independent contractors.
(c) In the event LICENSEE becomes aware of any hazardous substances on the Property, or any
environmental, health or safety condition or matter relating to the Property that, in LICENSEE's sole determination,
renders the condition of the Premises or Property unsuitable for LICENSEE's use, or if LICENSEE believes that the
leasing or continued leasing of the Premises would expose LICENSEE to undue risks of liability to a government
agency or third -party liability, LICENSEE will have the right, in addition to any other rights it may have at law or in
equity, to terminate this License upon written notice to COUNTY.
21. ASSURANCE AGAINST DISCRIMINATION.
The LICENSEE shall not discriminate against any person on the basis of race, creed, color, national origin,
sex, age, or religion which is not job related, in its recruiting, hiring, promoting, terminating, or any other area
affecting employment under this license or with the provision of services or goods under this license. LICENSEE
shall remain in compliance with all State and Federal Laws during the term of this License, failure to do so shall
result in termination of this License and shall result liability for said failure under the law.
22. LICENSEE'S RESPONSIBILITY.
The LICENSEE warrants that it is authorized by law to engage in the performance of the activities
encompassed herein, subject to the terms and conditions set forth in these contract documents. LICENSEE shall at
all times exercise independent judgment and shall assume responsibility for the services to be provided.
(a) Licensee shall at all times obtain and keep current any license required under Federal, State or Local
Ordinance, and shall require by contract that all contractors and subcontractors must obtain and keep
current licenses.
(b) Licensee shall notify in writing, or by phone COUNTY and MCSO 24 hour prior notice to entering the
Premises. Licensee agrees that only properly identified engineers, employees and contractors duly
authorized by Licensee or persons under their direct supervision as announced in the notice prior entering
will be permitted to enter the Premises. Such individuals will present identification to the COUNTY's and
MCSO's employee or representative on duty.
(c) Upon request of COUNTY or MCSO, LICENSEE shall provide complete accurate identification of all
persons who attempt to enter or have entered the premises on behalf of LICENSEE; and will keep an
accurate list of names, current addresses and telephone numbers of any persons who enter the premises on
behalf of the LICENSEE. MCSO shall have the right to refuse entry onto the premises until identification
of the person and who the person represents is verified by LICENSEE
23. GOVERNING LAWS, VENUE, INTERPRETATION AND WAIVER OF JURY TRIAL.
This License shall be governed by and construed in accordance with the laws of the State of Florida
applicable to contracts made and to be performed entirely in the State. In the event that any cause of action or
administrative proceeding is instituted for the enforcement or interpretation of the license, the COUNTY and
LICENSEE agree that venue shall lie in the appropriate court or before the appropriate administrative body in
Monroe County, Florida. Each Party, to the extent permitted by law, knowingly, voluntarily and intentionally
waives its right to a trial by jury in any action or proceeding under any theory of liability arising out of or in any way
connected with this License or the transactions it contemplates.
24. MEDIATION.
This License shall be not be subject to arbitration; rather disputes shall be subject to Mediation. Mediation
proceedings initiated and conducted pursuant to this License shall be in accordance with the Florida Rules of Civil
Procedure and usual and customary procedures required by the circuit court of Monroe County.
25. RECORDKEEPING
LICENSEE shall maintain all books, records, and documents directly pertinent to performance under this
License in accordance with generally accepted accounting principles consistently applied. Each party to this
License or their authorized representatives shall have reasonable and timely access to such records of each other
party to this License for public records purposes during the term of the License. If an auditor employed by the
County or Clerk determines that monies were wrongfully retained by LICENSEE, LICENSEE shall repay the
monies together with interest calculated pursuant to Sec. 55.03, FS, running from the date the monies were to have
been paid.
26. SEVERABILITY AND SURVIVAL.
(a) If any term, covenant, condition or provision of this License (or the application thereof to any
circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent
jurisdiction, the remaining terms, covenants, conditions and provisions of this License, shall not be affected thereby;
and each remaining term, covenant, condition and provision of this License shall be valid and shall be enforceable to
the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and
provisions of this License would prevent the accomplishment of the original intent of this License. COUNTY and
LICENSEE agree to reform the License to replace any stricken provision with a valid provision that comes as close
as possible to the intent of the stricken provision.
(b) Any provisions of this License relating to indemnification shall survive the termination or expiration
hereof. In addition, any terms and conditions contained in this License that by their sense and context are intended to
survive the termination or expiration of this License shall so survive.
27. ATTORNEY'S FEES AND COSTS.
COUNTY and LICENSEE agree that in the event any cause of action or administrative proceeding is
initiated or defended by any party relative to the enforcement or interpretation of this License, the prevailing party
shall be entitled to reasonable attorney's fees, and court costs, as an award against the non -prevailing party, and shall
include attorney's fees and court costs in appellate proceedings.
28. BINDING EFFECT.
The terms, covenants, conditions, and provisions of this License shall bind and inure to the benefit of
COUNTY and LICENSEE and their respective legal representatives, successors, and assigns.
29. COUNTY OBLIGATIONS UNDER LAW.
(a) COUNTY represents, warrants and agrees that Premises and the Property are and will remain
during the term of this License in compliance with all federal, state and local laws and regulations applicable to the
Premises and the Property ("Legal Requirements"), including federal (including without limitation, Federal Aviation
Administration ("FAA") and Federal Communications Commission ("FCC")), state and local marking, lighting,
monitoring and any other regulatory obligations. COUNTY's failure to comply with the foregoing obligations of
this Section shall be a material default for which LICENSEE may terminate this License immediately upon written
notice to COUNTY. COUNTY further acknowledges that, to the extent such Legal Requirements are applicable; it
is subject to forfeitures assessed by the FCC, the FAA and/or any state or local regulatory agencies for violations of
such rules and requirements.
(b) If for any reason, COUNTY fails to maintain any required marking and/or lighting on the Tower,
and LICENSEE has reason to believe that the Tower is not in compliance with the applicable regulations, COUNTY
acknowledges and agrees that LICENSEE may notify COUNTY, in order for COUNTY to make repairs, County
will be given the time set out in Section 13 in order to cure a defect, if COUNTY does not cure the LICENSEE may
terminate the License.
30. CLAIMS FOR FEDERAL OR STATE AID.
LICENSEE and COUNTY agree that each shall be, and is, empowered to apply for, seek, and obtain
federal and state funds to further the purpose of this License; provided that all applications, requests, grant Bids, and
funding solicitations shall be approved by each party prior to submission.
31. COOPERATION.
In the event any administrative or legal proceeding is instituted against either party relating to the
formation, execution, performance, or breach of this License, COUNTY and LICENSEE agree to participate, to the
extent required by the other party, in all proceedings, hearings, processes, meetings, and other activities related to
the substance of this License or provision of the services under this License. COUNTY and LICENSEE specifically
agree that no party to this License shall be required to enter into any arbitration proceedings related to this License.
32. COVENANT OF NO INTEREST.
COUNTY and LICENSEE covenant that neither presently has any interest, and shall not acquire any
interest, which would conflict in any manner or degree with its performance under this License, and that only
interest of each is to perform and receive benefits as recited in this License.
33. CODE OF ETHICS.
COUNTY agrees that officers and employees of COUNTY recognize and will be required to comply with
the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statues,
regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized
compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use
of certain information.
34. VIOLATION OF LOBBYING ORDINANCE.
LICENSEE warrants that it has not employed, retained or otherwise had act on its behalf any former
County Officer or employee in violation of Section 2 of Ordinance No. 010-1990 or any County Officer or
employee in violation of Section 3 of Ordinance No. 010-1990. For breach or violation of this provision, the County
may, in its discretion, terminate this contact without liability an may also, in its discretion, deduct from the contract
or purchase price, or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration
paid to the former County Officer or employee.
35. NON-EXCLUSIVE LICENSE.
LICENSEE does hereby agree that this License is non-exclusive and that the COUNTY may license future
additional antennas or equipment for the purpose of wireless communications on the tower from LICENSEE or
others and COUNTY has the ability to add or modify antennas on the tower, provided that any licensees antennas do
not conflict with COUNTY's or other users antennas or equipment. LICENSEE further agrees that MCSO shall
make a determination, in its sole discretion whether LICENSEE'S or other user's proposed equipment is within the
structural capacity of the Tower.
36. PUBLIC RECORDS ACCESS.
COUNTY and LICENSEE shall allow and permit reasonable access to, and inspection of, all documents,
papers, letters or other materials in its possession or under its control subject to the provisions of Chapter 119,
Florida Statues, and made or received by COUNTY and LICENSEE in conjunction with this License; and
COUNTY shall have the right to unilaterally cancel this License upon violation of this provision by LICENSEE.
37. NON -WAIVER OF IMMUNITY.
Notwithstanding the provisions of Sec. 768.28, Florida Statues, the participation of COUNTY and the
LICENSEE in this License and the acquisition of any commercial liability insurance coverage, self-insurance
coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the
extent of liability coverage, nor shall any contract entered into by COUNTY be required to contain any provision for
waiver.
38. PRIVILEGES AND IMMUNITIES.
All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules and
pensions and relief, disability, workers' compensation, and other benefits which apply to the activity of officers
agents or employees of any of any public agents or employees of COUNTY , when performing their respective
functions under this License within the territorial limits of the County shall apply to the same degree and extent to
the performance of such functions and duties of such officers agents, volunteers, or employees outside the territorial
limits of the County.
39. LEGAL OBLIGATIONS AND RESPONSIBILITIES.
Non -Delegation of Constitutional or Statutory Duties. This License is not intended to, nor shall it be
construed as, relieving any participating entity from any obligation or responsibility imposed upon the entity by law
except to the extent of actual and timely performance thereof by any participating entity, in which case the
performance may be offered in satisfaction of the obligation or responsibility. Further, this License is not intended
to, nor shall it be construed as, authorizing the delegation of the constitutional or statutory duties of the COUNTY,
except to the extent permitted by the Florida Constitution, state statute, and case law.
40. NON -RELIANCE BY NON-PARTIES.
No person or entity shall be entitled to rely upon the terms, or any of them, of the License to enforce or
attempt to enforce any third -party claim or entitlement to or benefit of any service or program contemplated
hereunder, and COUNTY and LICENSEE agree that neither COUNTY nor LICENSEE or any agent, officer, or
employee of either shall have the authority to inform, counsel, or otherwise indicate that any particular individual or
group of individuals, entity or entities, have entitlements or benefits under this License separate and apart, inferior
to, or superior to the community in general or for the purposes contemplated in this License.
41. SECTION HEADINGS.
Section headings have been inserted in this License as a matter of convenience of reference only, and it is
agreed that such section headings are not a part of this License and will not be used in the interpretation of any
provision of this License.
42. ATTESTATIONS.
LICENSEE agrees to execute such documents as COUNTY may reasonably require, including, but not
limited t, a Public Entity Crime Statement, an Ethics Statement, and a Drug -Free Workplace Statement.
43. NO PERSONAL LIABILITY.
No covenant or license contained herein shall be deemed to be a covenant or license of any member,
officer, agent or employee of Monroe County or the Monroe County Sheriff's Office in his or her individual
capacity, and no member, officer, agent or employee of Monroe County or Monroe County Sheriff's Office shall be
liable personally on this License or be subject to any personal liability or accountability by reason of the execution
of this License.
44. EXECUTION IN COUNTERPARTS.
This License may be executed in any number of counterparts, each of which shall be regarded as an
original, all of which taken together shall constitute one and the same instrument any of the parties hereto may
execute this License by signing any such counterpart.
45. WARRANTIES.
COUNTY and LICENSEE each acknowledge and represent that it is duly organized,
validly existing and in good standing and has the right, power and authority to enter into this License and bind itself
hereto through the party set forth as a signatory for the party below. Each party further represents and warrants to the
other that the execution, delivery and performance of this License have been duly authorized by all necessary
COUNTY and corporate or individual action, as required by law.
46. RADON GAS.
In accordance with Florida Law, the following statement is hereby made: Radon is a naturally 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
health department.
47. AUTHORIY TO EXECUTE.
Execution by the LICENSEE must be by a person with authority to bind the entity. Signature of the person
executing the document must be notarized.
IN WITNESS WHEREOF, the parties hereto have executed this License on the day and date first written above in
four (4) counterparts, each of which shall, without proof or accounting for the other counterparts, be deemed an
original contract.
(SEAL)
Amy Heavilin, Clerk
Attest: _
By: �nAA om Ov
Deputy Cler�CMaymf
Date: I- I (o '
Witness for LICENSEE:
a
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Print e:
.Y/
D.
BOARD OF COUNTY COMMISSIONERS
OZC.OUN By:'
Pro (e
Date: O
MONROE COUNTY ATTORNEY
APPROVED AS TO FQRM:
NATILEENE W. CASSEL
ASSISTANT COUNTY ATTORNEY
Date �a- a- --2-ai�
LICENSEE
New Cingular Wireless PCS, LLC,
a Delaware limited liability company
By: AT&T Mobility ora ' n
Its: Ma ger GZ
By:
Pri t me:
Its: Mike Castillo
Director - Construction &
Date: Engineering - Florida
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COMPOSITE EXHIBIT A
DESCRIPTION OF PROPERTY
AND BUILDING PLACEMENT
The tower is located physically at Mile Marker 32, US 1, Scout Key (formerly known as West Summerland Key),
Florida. According to the Property Appraiser it is located at Section 32, Township 66, Range 30, carries Alternate
Key Number 1124630 and Parcel ID Number 00106010-000000. The property has been assigned a 911 address of
34211 Overseas Highway, Big Pine Key, Florida 33043, even though is not physically located on Big Pine Key.
Construction drawings C-1, C-2, C-3 and C-4 attached
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EXHIBIT B
PRESENT CONDITION OF THE PREMISES
Inspection Report and Photos
1. Project Information:
Inspection Date: February 26, 2013
Location: Scout Key
Structure Type: Self Support Tower
Project Task: Visual Inspection
Performed For: Communications International
Structure Owner: MCSO
Communications International was contacted by MCSO to perform a visual inspection including:
o Hands on visual inspection of steel members and associated connections.
o Condition evaluation of member materials and galvanized zinc coatings.
o Photo and written documentation of inspection observations.
A representative of Cl completed the on -site inspection Tuesday, July 17, 2012 through the use
of OSHA and ComTrain approved climbing methods. The following report outlines observations
made during the inspection.
All members of the structure were observed at arm's length by the inspector. The following is
an in-depth list of observed members and associated condition. Photographs of each member
and connection are available corresponding to the attached photo log.
• 340' —Severe rust to safety climb attachment and cable, flange bolts and gusset bolts,
and step pegs ( photos 1467 to 1473)
• 330' - Severe rust to stitch bolts and gusset bolts ( photos 1465,1466 ]
® 320' —Severe rust to gusset bolts, stich plate bolts,, flange bolts and step pegs ( photos
1458 to 1464)
• 310' - Severe rust to flange bolts, stich plate bolts and gusset bolts ( photos 1450 to
1456 )
• 290' — Severe rust on gusset bolts, stich plate bolts, , flange bolts and step pegs,( photos
1441 to 1449 )
• 280' — Severe rust on gusset bolts (photos 1440, 1439 ]
• 270' - Severe rust on flange and gusset bolt (photos 1434 to 1437 ]
® 260' - Severe rust on antenna mount hardware (photos 1414 to 1421)
• 250' - Severe rust on flange and gusset bolt (photos 1405 to 1413
• 240' — Safety climb cable rusted and frayed (photos 1402 to 1404)
• 230' — Surface rust on flange and gusset bolts (photos 1394 to 1401)
• 210' - Severe rust on flange and gusset bolts, surface rust on flange plate (photos 1385
to 1393 )
• 170' - Severe rust on flange and gusset bolts (photos 1379 to 1384)
• 150' - Severe rust on flange and gusset bolts and attachment hardware (photos 1367 to
1378)
• 130' - Severe rust on flange bolts (photos 1364 to 1367)
• 110' — Surface rust on flange bolts (photos 1361, 1362)
• 90' - Surface rust on flange bolts (photos 1357 to 1360)
• 70' - Surface rust on flange bolts (photos 1351 to 1356)
• S' to 70' — nothing significant to report
• 0' — Open weep holes are holding water under base plate at anchor rods (photos 1475
to 1489)
• Lower safety climb attachment point is severely rusted
4. Recommendations:
• Replace all flange and member bolts with new Rohn bolt package
• Clean rusted surfaces and apply Z.R.C. Galvilite
• Replace safety climb with new Rohn equivalent
• Repaint the entire tower
• Replace all climbing pegs
• Remove grout at anchor rods, clean and coat with Z.R.0 Galvilite
Scout Key SST
Photo No. Description
1474
Lightning Rod
1468 to 1471
Top of Safety climb
1464 to 1467
330' stitch bolts and pegs
1463 to 1464
320' flange bolts and pegs
1454 to 1462
310' flange bolts and gussets
1446 to 1453
290' gussets and flange bolts
1439 to 1445
280' gusset bolts and pegs
1422 to 1438
270' flange, stitch and gusset bolts
1414 to 1421
260' antenna and mount hardware
1405 to 1413
250' flange and gusset bolts
1402 to 1404
240' safety cable
1394 to 1401
230' flange, stitch and gusset bolts
1385 to 1393
210' flange and gusset bolts
1379 to 1384
170' flange, stitch and gusset bolts
1367 to 1378
150' flange and gusset bolts, hardwar
1363 to 1366
130' flange bolts
1361 to 1362
110' flange bolts
1357 to 1360
90' flange and gusset bolts
1351 to 1356
70' flange and gusset bolts
1475 to 1489
Base plates at foundation
1474
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1468 to 1471
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EXHIBIT C
LICENSE AGREEMENT BETWEEN COUNTY AND SPRINT DATED MARCH 219. 2011
AND
LETTER OF CONSENT FROM SPRINT
Site Name: West Summerland Key Site M-. MPIX0050
Site Address: 34200 Overseas Highway, West Summerland Key, Florida
LICENSE AGREEMENT
's License Agreement (the "AGREEMENT") made and entered into this2j��day of
Ae G , 2001, to become effective immediately upon execution by the parties
("Effective Date") by and between MONROE COUNTY, FLORIDA, whose address is 500
Whitehead Street, Key West, Florida 33040 (hereinafter referred to as "COUNTY") and SPRINT
SPECTRUM L.P., with an address of 8140 Ward Parkway, MOKCMP0502, Kansas City, MO
64I 14-2006 (hereinafter referred to as "LICENSEE").
1NiWLI Y.yil:A
WHEREAS, COUNTY is the owner of certain real property (the "Real Property"), upon
which a communications tower and communication equipment facility are located at 34200
Overseas Highway, West SummerIand Key, Monroe County, Florida.
WHEREAS, COUNTY is willing to grant a license to LICENSEE to use a designated
portion of the equipment facility and space on a new, replacement tower proposed to be
constructed by LICENSEE, subject to the terms and conditions set forth below.
WHEREAS, COUNTY finds this use of its property to be consistent with its legal
authority and responsibilities;
NOW THEREFORE, in consideration of the mutual covenants and promises as set forth
herein, COUNTY and LICENSEE hereby agree as follows:
I. COUNTY is the owner of a parcel of land (the "Site") located in Monroe County,
Florida, which is more particularly described in Exhibit "A" attached hereto and made a part
hereof. COUNTY hereby grants a license to LICENSEE for a portion of the Sitefor building
space and tower space (hereinafter referred to as the "Premises"), subject to the terms and
conditions of this Agreement, specifically including Exhibit `B" (LICENSEE's proposal) and
Exhibit "C" (Approved plans and specifications and location of LICENSEE' equipment in the
Building Space, which shall be replaced by a certified survey after final completion, and which
then shall be made a part hereof), which are attached hereto and made a part hereof. LICENSEE
E
Site Name: weal Snmmerland Key Site n): M MC050
Site Address. 34200 overseas Highway, West Summeriaad Key, Vlarids
accepts this grant of license from the COUNTY, and this AGREEMENT together with the
Exhibits attached hereto, shall be conclusive evidence of the parties' agreement to this matter.
2. This AGREEMENT and LICENSEE'S obligations hereunder, are contingent upon
the LICENSEE completing construction and delivery to COUNTY of the antenna support
structure which is the replacement tower, ("Tower") and the equipment shelter ("Building"), as
proposed by the LICENSEE in the attached proposal and plans, and receiving all permits,
approvals and certificates necessary for the use and occupancy thereof from the COUNTY and
any other applicable governmental authority. COUNTY shall have sole ownership of Tower
and Building, except as for the LICENSEE'S Communications Facility as otherwise indicated
herein.
3. LICENSEE shall use the Premises for the purpose of replacing an existing COUNTY
owned tower, and installing, constructing, maintaining and operating a communications facility
and uses incidental thereto, consisting of the placement of wireless communications equipment,
including without limitation to, mounting of antennas, and installation of coaxial cables (between
the wireless equipment and the antenna), electrical and utility service, back up power sources,
(including generators and fuel storage tanks) fiber optic or telephone cables, related fixtures and
an equipment shelter (hereinafter referred to collectively as the "Communications Facility").
The antennas and associated equipment to be mounted on the Tower shall be as mutually agreed
to by the parties.
4. In addition to the foregoing grant of license, the COUNTY also grants to
LICENSEE, a non-exclusive right of access 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 the
installation, maintenance and operation of the Communications Facility, including but not
limited to, the installation and maintenance of utility wires, transmission lines, cables, conduits
and pipes over, under or along said right of way, all of which shall be at the sole expense of the
LICENSEE. LICENSEE acknowledges that this is a secured facility and may require COUNTY
escort to various areas within the Premises and the Communications Facility.
5. 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
1N
Site Name: Wat Summerland Key Site ID; (r UMC050
Site Addrem: 34200 Over&= Highway, Wmt Summertand Key, Florida
agrees to grant additional rights of way or easements as are necessary. COUNTY shall share any
existing parking areas for use by LICENSEE adequate to meet the needs of LICENSEE. Subject
to all regulatory requirements, COUNTY further grants LICENSEE the right to use adjoining
and adjacent land under its control as is reasonably required during the installation of the
Communications Facility.
6. LICENSEE must commence installation of its Communications Facility on the
Premises within thirty (30) days of receipt of final building permits to construct the same.
LICENSEE shall complete the installation within ninety (90) days of commencement of
construction. LICENSEE shall provide COUNTY with written notice of the commencement of
construction date within ten (10) days preceding the commencement of construction by
LICENSEE, and the written notice shall become a part of this AGREEMENT, as if fully set forth
herein. A pre -construction meeting shall be scheduled between the parties to coordinate the path
of construction. Following the date of the commencement of construction, LICENSEE shall pay
to COUNTY, an annual license fee as indicated in Exhibit "D" (License Fee schedule) to be
paid annually in advance, plus any applicable sales tax as of the commencement date. Should the
commencement of construction date not be on the first day of the month, the first month may be
prorated. The License Fee shall be paid to the COUNTY at the address set forth above or to 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.
7. This AGREEMENT shall be for an initial term of five (5) years subject to the terms
and conditions set forth in this AGREEMENT. LICENSEE shall have the option to extend this
AGREEMENT for four (4) additional five (5) year terms, and such extensions shall
automatically occur unless LICENSEE provides COUNTY written notice of its intention not to
extend this AGREEMENT at least six (6) months prior to the end of the then current license
term.
8. 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 or written notice of
default, provided that the grace period of any monetary default is ten (10) days from receipt of
notice; or (ii) by LICENSEE if it does not obtain or maintain any and all licenses, permits or
other approvals necessary from any governmental authority .for the construction and operation of
LICENSEE's Communications Facility or; any easement from any third party required to operate
3
Site Name: west Summeriand Key Site W: b1mxC050
Site Address: 34200 overseas Highway, West Sammertand Key, Florida
the Communications Facility. (iii) by LICENSEE if LICENSEE is unable to occupy and utilize
the Communications Facility due to any action of the FCC, including without limitation, a take
back of channels or change in frequencies; or (iv) by LICENSEE if LICENSEE determines that
the Communications Facility is not appropriate for its operations for economic or technological
reasons, including without limitation, signal interference. 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 associated with the attached proposal and plans.
9. 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; however such approval shall not be unreasonably withheld or delayed.
COUNTY shall be deemed to have approved the drawings and specifications if COUNTY has
not given written notice of its approval or disapproval or if COUNTY has not delivered written
objections to LICENSEE within fifteen (15) business days of COUNTY's receipt of the
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. COUNTY agrees to cooperate, in a timely manner, with LICENSEE in its efforts to
obtain such approvals with the appropriate authorities and to address in a timely manner any
written objections to the drawings and specifications and if parties, acting reasonably, cannot
resolve such objections, either party shall have the right to terminate this AGREEMENT.
10. LICENSEE shall be responsible for all costs and expenses relating to the provision of
electrical service to its Communications Facility. LICENSEE shall not be responsible for any on
going costs associated with electrical services to any equipment other than its Communications
Facility. LICENSEE'S electrical service shall be separately metered and LICENSEE shall be
responsible for the cost of installation of such meter.
11. LICENSEE agrees to install radio equipment of a type and frequency which will not
cause interference with COUNTY'S existing antennas or equipment on the Tower at the time of
such installation. All disputes regarding interference whether caused by the COUNTY,
LICENSEE or licensee(s), lessee(s), 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 ATTACHMENT'IF' (the "Interference Agreement"). COUNTY agrees that
prior to allowing any additional Iicensee(s), lessee(s), tenants) or user(s) to collocate on the
E
Site Name: West Summeriand Key Site W: b1MxC050
Site Address: 34200 Overseas Highway, West Summeriand Key, Florida
Tower and in the Building, such licensee(s), lessee(s), tenant or user must execute and be bound
by the Interference Agreement, as such Interference Agreement may be amended from time to
time.
12. LICENSEE does hereby agree that this AGREEMENT is non-exclusive and that the
COUNTY may license future additional PCS antennas or equipment for the purpose of wireless
communications on the Tower and that the COUNTY has the ability to modify or relocate its
above described antennas on the Tower, provided that the future licensees' antennas do not (i)
interfere or conflict with COUNTY's antenna and/or LICENSEE'S Communications Facility or
any other pre-existing antennas and equipment; and (ii) compromise the structural capacity of the
Tower, whether existing or modified by LICENSEE based upon standard and accepted
engineering practices.
13. LICENSEE shall replace the existing COUNTY owned tower. LICENSEE shall
have the exclusive right to collect a one time co -location fee based upon the pro-rata share of the
development costs ("Development Costs") of the common elements of the Communications
Facility from any and all future commercial users not to exceed $150,000.00 dollars and
excluding governmental entities. Development Costs shall mean all costs associated with the
development of the common elements ("Common Elements") of the Communications Facility.
The Common Elements of the Communications Facility shall include, but not be limited to, the
ground ring, concrete padtfoundation, fencing/enclosure, tower/monopole, site preparation;
engineering, surveying, environmental and other fees and costs for professional and other
services required for the development of the Common Elements of the Communications Facility.
Development Costs shall not include the costs associated with the installation of the equipment,
improvements, fixture, dishes, lights, switches, batteries, grids, antenna(s), lines, accessories,
structures, appurtenances, or services necessary for the exclusive use by the LICENSEE, its
affiliates or assignees. LICENSEE will provide COUNTY with an itemized fist of the
Development Costs. COUNTY shall not authorize any commercial third party to begin
installation of its equipment on the Common Elements of the Communications Facility unless
and until, it has paid LICENSEE its required pro-rata of the Development Costs as a co -location
fee to LICENSEE and has executed the Interference Agreement..
14. 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
M
Site Name: West Summerland Key Site In: ML94XCO50
Site Address: 34200 Overseas Mghway, West Summerland Key, Florida
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 operating and maintaining the Tower in compliance with all tower and
building markings and lighting requirements which may be required by the Federal Aviation
Administration ("FAA") or the FCC, but which 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.
15. LICENSEE shall be 100% responsible for the maintenance, upkeep, operation, repair
and replacement of its the Communications Facility, unless damaged by the negligence or
intentional acts of the COUNTY as otherwise provided herein. Provided however, any such
repair or maintenance is required due to the acts of the COUNTY, its agents or employees, the
COUNTY shall reimburse LICENSEE for the reasonable costs incurred by LICENSEE to restore
the damaged areas to the condition which existed immediately prior thereto. LICENSEE shall
maintain its Communications Facility in good working order and in safe condition at
LICENSEE's expense. Upon COUNTY's written advance request, LICENSEE shall provide
COUNTY with an Inspection Report pertaining to its Communications Facility and detailing the
condition of the same, in a form acceptable to COUNTY, within a reasonable time.
16. Throughout the term of this AGREEMENT and any extensions, COUNTY shall keep
and maintain in good order, condition and repair the Real Property, Site, Premises, Building and
Tower. LICENSEE shall provide reasonable cooperation to COUNTY in connection with
COUNTY's maintenance and repair of the same; provided, however, that LICENSEE shall not
under any circumstances, 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. LICENSEE may, at its own expense, make such
improvements on the Site as it deems necessary from time to time for the operation of its
Communication Facility.
17. LICENSEE shall indemnify and hold COUNTY harmless against any claims,
liability or loss from personal injury or property damage to the Premises, resulting from or
arising out of only the sole, grossly negligent or willful and intentional acts of the LICENSEE as
to its use and occupancy of the Premises by the LICENSEE, its servants or agents, excepting,
however, any such claims or damages as may be due to or caused by the negligence, intentional
2
Site Name: West snmmerlWW Key site in. h uMcoso
Sile Addren: 34200 Orersmv Highway, West SumnwAud Key, Floeids
or willful acts and omissions of the COUNTY and/or its officers, agents, employees, independent
contractors and representatives, in which case COUNTY shall be fully responsible to the extent
authorized by Sec. 768.28, FS. The indemnity provisions will survive termination of this
Agreement.
18. LICENSEE shall procure and maintain insurance as set forth in Exhibit "E".
19. To the extent permitted by law, COUNTY shall be responsible for the clean up of any
on -site hazardous waste and for any damages, fines or penalties incurred because of the
hazardous waste. COUNTY shall indemnify and hold 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 AGREEMENT or thereafter caused by the COUNTY.
LICENSEE will be indemnify and hold COUNTY harmless from any and all damages, losses,
and expenses and caused by any hazardous waste generated, stored, or disposed of on the
Premises which is solely and proximately caused by LICENSEE's equipment and uses of the
Premises.
20. REPLACEMENT. If the Tower should be totally or substantially destroyed or
damaged (so that LICENSEE may not operate it's facility as contemplated under this
AGREEMENT) so that rebuilding the Tower "as is" would not be economically feasible, as may
be reasonably determined by COUNTY, LICENSEE may at its sole discretion terminate this
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 the term of this AGREEMENT shall be
tolled for the period that the LICENSEE was unable to provide PCS service. In any event, due to
such damage or destruction LICENSEE's use of the premises is disrupted, license fee due
hereunder shall abate in run pending restoration or repair of the premises or termination of this
LICENSE AGREEMENT if permitted hereunder.
21. 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 LICENSEE, as of that date. 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
a
Site Name: West Summediand Key site M. M MC050
Site Addrew: 34200 Over Highway, West 5ummer6nd Key, Florida
LICENSEE'S right to an award of compensation of any eminent domain proceeding for the
taking of LICENSEE's Ieasehold interest hereunder.
22. If LICENSEE defaults in fulfilling any of the covenants of this 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 any one or more of such events this 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 AGREEMENT and LICENSEE shall then quit and surrender the Premises
to COUNTY as provided herein.
23. LICENSEE, upon termination or expiration 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 Premises after the expiration or 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.
24.In accordance with Florida Statutes 713.10, neither the LICENSEE nor anyone
claiming though the LICENSEE shall have the right to file construction liens or any other kind of
lien on the Site or Premises and the filing of this notice under the License constitutes notice that
such liens are invalid. Further, LICENSEE agrees to give actual advance notice to any
contractors, subcontractors or suppliers of goods, labor or services that such liens will not be
valid. LICENSEE simultaneously herewith signs the Notice attached hereto and made a part
hereof and agrees the Notice will be recorded in the Public Records of Monroe County by
COUNTY.
25. LICENSEE may not assign or transfer its rights hereunder at any time, without the
written approval of COUNTY (which consent shall not be unreasonably withheld), 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 individuals or entities not party to this
AGREEMENT, this AGREEMENT may be sold, assigned or transferred only with the written
IE
Site Name: West Sammeriand Key Site m: M154KC050
Site Address: 342N Overseas inghway, West Sum whmd Key, Florida
consent of the COUNTY, and upon advance written notice to the LESSEE, provided that such
consent shall not be unreasonably withheld.
26. 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 AGREEMENT.
COUNTY further covenants that there are no other liens, judgments or impediments of title on
the Site, Real Property, Premises and that the Tower, Building and that the Real Property and the
Site are in compliance with all applicable laws.
27. LICENSEE, at LICENSEE's option and expense, may record this 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.
COUNTY represents that COUNTY's property (including the Premises and Site) and all
improvements located thereon are in substantial compliance with building, lifelsafety, disability
and other laws, codes and regulations of applicable governmental authorities.
28. COUNTY covenants that LICENSEE, upon paying the license fee and performing its
obligations under this AGREEMENT will peaceably and quietly have, hold and enjoy the
Premises and all other rights granted herein. COUNTY represents that (a) the person signing this
AGREEMENT has the authority to do so; and (b) that LICENSEE has access to the Site and
Premises at all times as provided herein, throughout the Initial term and each Renewal term.
29. 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 below:
To COUNTY: To LICENSEE:
Monroe County Sprint Spectrum L.P.
500 Whitehead Street 1357 Hembree Road, Suite 100
Key West, Florida 33040 Roswell, GA 30076
0
Site Name: West Summerland Key
Site Addren: 34200 Oversaw lnghway, West Summerland Key, Florida
With copy to:
Monroe County
Emergency Communications
10600 Aviation Blvd.
Marathon Key, Florida 33050
ATTN: Director of Communications
Site ID: ML44XCOM
with copy to:
Sprint Law Department
6391 Sprint Parkway
Mailstop KSOPHT0I01-Z2020
Overland Park, Kansas, 6625I-2020
30. This AGREEMENT shall extend to and bind the heirs, personal representatives,
successors and assigns of the parties hereto.
31. This AGREEMENT may be executed in three (3) counterparts, each of which shall be
deemed an original, and such counterparts shall constitute but one and the same AGREEMENT.
If requested by LICENSEE, COUNTY agrees promptly to execute and deliver to LICENSEE a
recordable Memorandum of this AGREEMENT.
32. This Agreement and the performance thereof shall be governed, interpreted,
construed and regulated by the laws of the State of Florida.
33.In any action, proceeding or litigation arising out of this 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, Florida.
34. This AGREEMENT (and the Exhibits and Interference agreement attached hereto)
may not be modified or amended unless in writing and executed by both parties.
35. This AGREEMENT (including the Exhibits and the Interference Agreement)
constitutes the entire agreement between the parties and supersedes all prior written and verbal
agreements, representations, promises or understandings between the parties. If any provision of
this AGREEMENT is held to be invalid or unenforceable with respect to any party, the
remainder of this AGREEMENT, and the application of such provision to persons other than
those as to whom it is held invalid and unenforceable, will not be affected and each provision of
this AGREEMENT will be valid and enforceable to the fullest extent permitted by law.
IE
Sik Name: West Sum-1-d Key Site M: MH4XC050
Site Address: 34M overseas Highway, Weal 5nmmerlawl Key, Florida
IN WITNESS WHEREOF, the parties have set their hands and affixed their respective seals on
the day and year above written.
Signed, sealed and delivered
In the presence of:
LICENSEE
Sprint Spectrum L.P.
By: A"�
Pri ame: James W. Greene
Title: 16 or - Q1,011 A&AA/T 40iA-
1,21
Date: it
The foregoing instrument w acknowledged before me this a day of 2W-1 200I, by
on behalf of the corporation
who (check one)
identification.
is personally known to be or ()produced
NOTARY PUBLIC
My CommisSi n E pires:
Name: �`�
3 e
Seal:
as
11
Site Name: West Sammerlaud Key Site IV M154XCo50
She Address: 34200 Overseas Highway, West Summerlaad Key, Florida
Signed sealed and delive COUNTY:
In the presence of-. � �, MONROE COUNTY FLORIDA
+3 a political subdivision of the
Attest: State of Florida
Danny L Kolhage Cie
B
Print ame tr L* G. Print Name e NeOct, uvT
Title: lq-�1��
Print Name
STATE OF FLORIDA
COUNTY OF MONROE
The foregoing instrument was acknowledged before me this day of , 2001,
by , the of MONROE COUNTY,
FLORIDA, a political subdivision of the State of Florida, on behalf of Monroe County, who
(check on) ( ) is personally known to me, or O produced as
identification.
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Site Name: west Summerlend Key site M. ML94XCOSO
Site Address: 34200 Overseas Highway, west Summerlaad Key, Florida
EX13iBIT A
Legal Description
GOVERNEMENT LOT 2, SECTION 32, TOWNSHIP 66 SOUHT, RANGE 30 EAST,
BOUNDED BY THE HIGH WATER LINES OF THE ATLANTIC OCEAN AND THE GULF
OF MEXICO; LESS THE RIGHT-OF-WAY FOR STATE ROAD NO. 5 (U.S. No. 1), PER
STATE OF FLORIDA DEAPTMENT OF TRANSPORTATION RIGHT-OF-WAY MAP
SECTION 90030, SHEET I2 OF 22, DATE 03-28-80, MONROE COUNTY, FLORIDA.
CONTAINING 35 ACRES MORE OR LESS.
Site Name: West Summerhmd Key Site ID: MIi4RC050
Site Address: 34200 Ov waY, West S and Key, Mrida
EXMIT
Licensee Proposal
(Attach sketch or proposed improvements)
County Shelter shall be of Conglass per the attached specifications. The shelter shall have two
A/C units and ports adequate for the County's equipment as specified by County.
SITE LAYOUT PL.AlV
r. #
14
Site Name: West SummnerimW Key Site ID: M154=050
Site Address: 34200 overseas Highway, West Suu meriami Key, Florida
General Specifications for County Shelter
Shelter shall be Rhon Conglass prefabricated shelter with standard construction as follows:
• Conglass prefabricated shelter 12' X 16' with 9' ceiling ht
• 3' X 7' Mill Finished Aluminum door with lockset, deadbolt, and drip cap
• Interior finish 3/8" white vinyl board paneling
• R-I I insulation in walls and R-19 insulation in ceilings
• 1/8" Vinyl Floor Tile and Cove Molding
• Electrical System Load Center with 20 circuit primary load center, 200 amp Main
Breakere, 120/240 VAC single phase with required breakers
• Master Ground with Ground drops
• Exterior lighting: 100 watt incandescent exterior light with switch photo cell
• Lightning Arrestor
• internal Halo Ring
• Alarms: Open Door, Hi -Temp, Lo-Temp, Smoke and alarm terminal block
• Two (2) 10,000 BTU Wall Mounted Air Conditioners (as may be required by the County)
• Vent system: 650 CFM (12") exhaust fan and thermostat
• One (1) 4" X 8 Bulkhead Panel Cable Entry
• Cable Management
• Shelter tie -down kits
• R56 safety package
1' s.
Site Name: Wed Suuutteriaad Key Site M: M154XC*M
Site Address: 34200 Overseas Highway, West Summeriand Rey, Florida
EXHIBIT C
Approved plans
Copy of approved plans are attached hereto by reference and made a part of the AGREEMENT.
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Site Name: West Sammerland Key
Site Address: 34200 Overseas Highway, West Summertand Key, Florida
EXHIBIT D
Fee Schedule
Site W: ML94=050
YEAR
AMOUNT
% Inc.
SUB -TOTAL
1
$20,000.00
2
$20,600.00
3.00%
3
$21,424.00
3,00%
4
$22,280.96
3.00%
5
$23,172.20
3.00%
$107,477.29
6
$24,099.09
3.00%
7
$25,063.05
3.00%
8
$26,065.57
3,00%
g
$27,108.19
3.00%
10
$28,192.52
3.00%
$130,528.42
11
$29,320.22
3.00%
12
$30,493.03
3.00%
12
$31,712.75
3.00%
14
$32.981.26
3.00%
$34,300.51
3.00%
$158,807.79
j¢
$35,672.53
3.00%
17
$37,099.44
3.00%
18
$36,583,41
3.00%
19
$40,126.75
3.00%
2Q
$41,731.82
3.00%
$193,213.96
21
$43,401.09
3.00%
22
$45,137.14
3.00%
23
$46,942.62
3.00%
24
$48,820.33
3.00%
25
$50.773.14
3.00%
$235,074.32
Tota125 years $825,101.76
Licensee
County
m
Site Name: West Summerland Key Site 1D: MISM050
Site Address: 34200 Overseas Highway, West Smnmerlead Key, Florida
EXHIBIT E
Insurance Requirement
0
Tt3'd I&IM
1996 Edldon
INSURANCE poQRiT=MENTS
CONTRACT
BETWEEN
MONROE COUNTY,N]FLORIDA
Prior to the ommcacement of work govcmcd by tins comract, the Cantmctar shall obtain
Genecralt Li ility h,�ance. Coverage shall be maintained throughout tine life of the contract and
iiwlude, as mimsnum:
Li
remises Operations
cts and Completed Openstians
radu
lanket Contractual ability
ersonal injury Liability
F,xpanded Definition Of Property Damage
The uual tun limits accepuble shall be:
$5 ,000 Combined Single Limit (CIL)
If split y1jr its art provided, the minimum limits acceptable shall be:
$2 0.000 per person
$ -000 per Occurrence
S 0,000 Property Damage
An O cc form olicy is Preferred- sfil r oiaiier tlu effectClaims
ve date of this contract.
p,rovisio should include coverage
>a additi t, the period for Whicb claims may be reported should extend for a minimum of twelve
(12) mo following the acceptance of woTlc by tine County.
The Mc' issued tyy sBoard othe ab County
commi4arequirvInea-ts shall be named as Additional Insured on
all you
GL2
Adminba on Insumcdoe sh
1147119.3
i8'd `0101
VEHICLE. LIABELITY
INSURANCE REQUIREMENTS
'FOR
CONTRACT
BETWEEN
MONROE COUNTY, FLORZDA
AND
1996 EM6tn
that the work governed by this contract requires the use of vehicles, the Contractor,
M10
the commencement of. work, shall obtain Vehicle Liability Insurance. Coverage shall be
ined throughout the life of the contract and include, as a minimum, liability coverage for:
weed, Non -Owned, and Fired Vehicles
The m, . limits acceptable shall be:
$30 D,000 Combined Single Limit (CSL)
If split linii L9 are provided, the minimum Limits acceptable shall be:
S1 ,000 per Person
S3 ,000 per Occurrence
S ,0U0 Property Damage
The Manr County Board of County Commissioners shall be named as Additional Insured on
all policies issued to satisfy the above requirements.
VL2
Adminiamjo Ian uesion
*4709.3 63
WA Bahian
womxRS' cOlV1PENSATION
1NSURANCE REQUHtKMF-NTS
FOR
CONTRACT
BETWEEN
MONROE COUNTY, FLORIDA
AND
the Contractor
Prior to t11C commencement At ce limits s c tat recontmcspond tO the applicable state
tain
Workers' p�
statuM.
itt addition the Col3tractor shall obtain Employers' Liability lnsurance with limits of not less
iban.
W ,444 Bodily Injury by Accident
S5 p oo0 Bodily p)4uryby Disease. policy limits
$5 0,000 Bodily lttlury by Disease, each employee
Coverage be maintained throughout the entire term of the Contract-
Coverzge 11 be provided by a company or companies authorized to transact business in the
static of Fl rids,
If the Con ctor has been approved by the frlorida's Departi=m of labor, as an authorized self- .
insurer, th County shall recognize and honor the Contractor's status. 7be Contractor may be
required t submit a Letter of Authorization issued by the Department of Labor and a Certificate
of e, prodding details on the Contractor's Excess Insurance Program.
if the Co ctor participates in a self-insslrance fund, a Certificate of Insurance will be required.
In additio the Convector miry be required to submit updated financial statements from the fund
upon reqt W from the County_
W(x
Adm1atw+0n lnsnucticn 9U
#s7o9.3 rr
1996 Edition
MONROE COUNTY, FLORIDA
RISK MANAGEMENT
p4LrCy ANID PROCEDURES
CONTRACT ADMIMSTRATION
MANUAL
Indemnification and Hold Harmless
for
Consttvetion Contractors and .Subcontractors
The Con or covenants and agrees to indcmnify and hold harmless Monroe County Board of
County Co 'ssioners from any and all claims for bodily injury (including death), personal
Injury, and Iroperty damage Cmdudingperiy owned by Monroe County) and any other losses,
damages, expenses (including atro s fees) which arise out of, in connection with, or by
reason of s 'ces provided b71 the Contractor or may of its Subcontractor(s) in any tier,
occasioned y the negligence, errors, or other wrongful act or omission of the Contractor or its
Subcontrac r(S) in any tier, their employees, or agents.
In the even the completion of the project (to include the work of others) is delayed or suspendod
as a result c f the Contractor's failure to purchase or maintain the required insurance, the
Contractor halt indemnify the County from any and all increased expenses msuiting from -mch
delay.
The first t dollars ($10.00) of remuneration paid to the Contractor is for the indcmnifteatioa
provided f above
The extent f liability is in no way limited to, reduced, or lcssened by the insurance requirements
contained sewhere within this agreement.
CCS
Adlainisvati n tnstroolon
#47Q9.3
9?
MONROE COUNI'X, FLORIDA
RISK MANAGEMENT
POLJCY AND PROCEDURES
CONTRACT ADbUNISTRAT!ON
MANUAL
General Insurance Requirements
for
Construction Contractors and Subcontractors
Prior to the commencement of work governed by this contract (including the pre -staging
of persona 1 and material), the Contractor shall obtain, at his/her own expense, insurance
as speci$ in the attached schedules, which are made part of this contract The
ContractoorKill ensure that the insurance obtained will extend protection to all Sub-
Contmtorf engaged by the Contractor. As an alternative the Contractor mayrequireellqubcontradors to obtain insmance consistent with the attached schedules.
The Contr for will not be permitted to commence work governed by this conuaet
(including re -staging of personnel and material) until sattsfacuny evidence of the
te.quikredi has been famished to the County as specified below. Delays in tht
comrnen ent of work, resulting from the failure of the C.omtsaetor to provide
satisfacto evidence of the required insurance, shall not extend deadlines specified in
this con t and any penalties and Wure to persarm assessments shell be imposed as if
the work mmenced on the specified date and time, except for the Contractor's failure to
provide 'factory evidence.
The Con tar shall maintain the required insurance throughout the entire term of this
contract any extensions specified in any attached schedules. failure to comply with
this p 'ion may result in the immediate suspennon of all work until the required
insurance been reinstated or replaced. Delays in the completion of work resulting
from the we of the Contractor to maintain the required insurance shr311 not extend
deadlines pocied in this c mtract and any penalties and failure to perform assessments
shall be ' posed as if the work had pot been suspended, except for the Contractor's
failure to aintain the required insurance.
The contfor shall provide, to the Cotwty, as satisfactory evidence of the -required
insular either:
• I Certificate of Insurance
or
• A Certified copy of the actual insurance policy.
The Cou ity, at its sole option, has the right to request a certified copy of any or all
insuran policies required by this contract
All ins cc policies must spy thax they are not subject to cancellation, non -renewal,
material change, or reductiofi m coverage unless u minimum of thirty (30) days priori
nntion is ¢iven to the County by the uisurer.
Admix► anift=VCsicn 10
04709.3
1996 Edon
'ibe acceptsu Lee andlor approval of the Co tmc(o s �timed underuruncc shall ofbe construed contract or
relieving Contractor from any liability g$tton
unposed by aw.
The Monet County Board of County Con2missioners, its employees and officials will be
included as Additional Ummed" on all policies, except for Workers' Compensation.
In addition, the County will be named as an Additional insured and Loss Payee on all
policies co ring County -owned property.
At>y devia ' ns from these General insurance Requirements must be segue Md in WFWng
oa the Co ty prepared form entitled "Request for waiver of Insurance
Reunirem ts" and approved by Monroe County Risk Management
Admials on iniructitm 11
114709.3
Site Now. West Sommertand Key Site ID: M154=050
Site Address: 34200 Orersm Highway, West Summerhwd Key, Florida
ATTAC NT'P'
Interference Agreement
LICENSEE shall, at its own expense, maintain its Communications Facility 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 with any County, State or Federal laws and regulations.
LICENSEE's Communications Facility shall be installed and maintained in a manner so as not to
conflict or interfere with Monroe County or any other existing entity utilizing the Tower.
I. The entity being affected by the interference will immediately notify the Monroe County
Emergency Communications Department and all other entities co -located upon the Tower.
2. The Monroe County Emergency Communications Department in joint participation with the
entity being affected will respond within twenty-four (24) hours to the Tower and begin analysis
of the problem.
3. Upon identification of the interference source, the responsible entity will be immediately
contacted, followed by a written notice from the COUNTY detailing the nature of the
interference.
4. Any lessees, LICENSEE or other users responsible for the interference will within twenty-
four (24) hours begin all steps necessary to correct and eliminate the interference at their
expense.
S. Should the interference not be minimized to the satisfaction of the affected entity, within
seventy-two (72) hours or eliminated within (thirty (30) days, Monroe County may elect to
terminate its agreement with the interfering entity or correct the interference problem at the
lessees, LICENSEE's or user's expense.
LICENSEE hereby warrants to Monroe County that no such obstruction or interference with
transmitting or receiving shall result to Monroe County or other licensees, lessees, LICENSEE or
existing users located at/ or upon the Tower at the time of the installation of LICENSEE'S
Site Name: West Summetfand Key Site M.- ML94XCOSO
Site Address 34200 Overseas Fne4way, West Sum nerlaad Key, Florida
Communications Facility. LICENSEE agrees to indemnify, hold harmless and defend Monroe
County against any damage, including attorney's fees, arising out of LICENSEE'S sole and
proximate obstruction or interference with respect to existing uses which are in effect as of the
date of this Interference Agreement and the License AGREEMENT, which this document is
made a part of Likewise, COUNTY shall not permit or suffer the installation of any future
equipment which results in technical interference problems with LICENSEE'S then existing
equipment or encroaches onto the Premises.
This Interference Agreement may be modified or amended from time, provided however that any
amendments to this Interference Agreement must be in writing and executed by all parties.
IN VATNESS WHEREOF, the parties have set their hands and affixed their respective seals on
the day and year above written.
Signed, sealed and delivered LICENSEE:
In the presence of: Sprint Spectrum L.P.
Signed, sealed and delivered
In the presence of:
Print Name:
Print Name:
By: ---"= 4/. zgw-.2�
Print e: James W. Greene
Title: SE Site v 1 went Director
Date:
COUNTY:
ZMo County, Florida
A li 'cal subdivision' the of Florid
CAP —
Print Name: ee- e-
Title: Ala a r
Date: d z6f, Z- •� !
20
Sprint
Sprint — National Collocation Support
Mailstop: KSOPHBO 106-1 B504
6300 Sprint Parkway
Overland Park, KS 66251
September 27, 2013
Mr. Nat Cassel
Monroe County Attorney
Board of County Commissioners
500 Whitehead Street
Key West, FL 33040
RE: AT&T Proposed Collocation
Sprint site M154XCO50
34200 Overseas Highway, West Surnmerland Key, FL 33043
Dear Mr. Cassel:
Sprint has been contacted by AT&T and understands AT&T desires to collocate on the
above -referenced self-support tower owned by Monroe County. As you may be aware,
Sprint and AT&T have already been cooperating in order to complete a structural
analysis to include modifications to our existing equipment, AT&T's new equipment, and
the County's proposed microwave dishes. AT&T has agreed to pay Sprint a one-time
collocation fee as required by Section 13 of the License Agreement between Monroe
County and Sprint Spectrum, L.P. In addition, AT&T has agreed to share in any required
tower modification costs. Sprint fully approves of AT&T's collocation on the tower.
Should the County require any additional information regarding this project, please
contact Sprint's representative, Joe Coyle, at (913) 315-3465 or Joe.Coyle@Sprint.com.
Sincerely,
Matthew Bell
Manager Real Estate