01. 11/17/2020 Agreement ". `A Kevin Madok, CPA
_ ;;et Clerk of the Circuit Court&Comptroller—Monroe County, Florida
DATE November 24, 2020
TO: Cheryl Sullivan, Senior Specialist
Solid Waste Department
FROM: Pamela G. Hanco4.C.
SUBJECT: November 17th BOCC Meeting
Enclosed is the following original recorded document for your handling:
F12 license and Easement Agreement with Datapath Vertical Bridge II, LLC to allow
for short-term use of a portion of die Long Key Transfer Station to locate and operate a temporary
antenna facility while a new tower is being built to replace the existing tower on Long Key which is
on land leased from the County.
Should you have any questions, please feel free to contact me at(305) 292-3550.
cc: County Attorney
Finance
File
KEY WEST MARATHON PLANTATION KEY PK/ROTH BUILDING
500 Whitehead Street 3117 Overseas Highway 88820 Overseas Highway 50 High Point Road
Key West,Florida 33040 Marathon,Florida 33050 Plantation Key,Florida 33070 Plantation Key,Florida 33070
305-294-4641 305-289-6027 305-852-7145 305-852-7145
Doc fl 2292483 Bat 3058 PO 2480
Dealelgn Envelops ID:00456188403E442bM734Qse784D3C1a Recorded 11242020 3:55 PM Page I of I I
Prepared by:Christine Limbert-Barrows
Assistant County Attorney Filed and Recorded in Official Records of
Monroe County Board of County Commissioners MONROE COUNTY KEVEN MADOK,CPA
1111 12th Street,Suite 408
Key West FL 33040
LICENSE AND EASEMENT AGREEMENT
TIIIS LICENSE AND EASEMENT AGREEMENT(this"Agreement")is made this 176 day
of November,2020(the"EffeetiveDate"),by and between Board ofCounty CommLaioama of Monroe
County,Florida("licensor"),whose address is 1100 Simonton Street,Ste 205,Key West FL 33040,and
Datapath vertical Bridge It LLC,a Delaware limited liability company("Llesmee"),whose address is
750 Park of Commerce Drive,Suite 200,Boca Raton,FL 33487.
WHEREAS,Licensor owns certain real property located in the County of Monroe,in the state of
Florida,that is more particularly described and/or depicted in Exhibit 1 attached hereto(the"INopmy");
and,
WHEREAS,Licensee desires to obtain from Licensor,and Licensor agrees to provide Licensee,
entry upon and access to the Property to locate end operate a temporary antenna facility,also known as a
COW(the"Antenna Facilities").
NOW THEREFORE, in consideration of the mutual agreements and covenants hereinafter set
forth,the sum of Ten Dollars and other good and valuable consideration,the receipt and sufficiency of
which are hereby admowledged, Licensor and Licamee, intending to he legally bound, hereby agree as
follows:
1. PREMISES. Licensor hereby licenses to Licensee, to include for purposes of this
Agreement, Licensee's customers, licensees, subliceneees, lessees, sublessees and assigns, the use by
Licensee of the Premises (as defined below), including certain space on the Property sufficient for the
placement of the Antenna Facilities. The location and orientation of Licensee's space on the Property,
together with all necessary space and easements for access and utilities,is generally described and depicted
in attached Exhibit 2(the"Prembea")
2. TERM Licensor and Licensee agree that this Agreement shall become effective as of
certain date within the not twelve(12)months(the"Commencement Date")that will be set forth in an
email notice(the"Notice')from Licensee to Licensee's point of contact with Licensor at least fifteen(15)
days before such Commencement Date. The tam of this Agreement shall thereafter commence on the
Commencement Date and be fora period of nine (9)months (the"Term")unless sooner terminated by
Licensee upon written notice to Licensor. Upon mutual written agreement of the parties,the Term may
also be extended in writing by written extension of this Agreement. Upon the expiration or early
termination of the Term,Licensee shall completely remove the Antenna Facilities and return the Premises
to its prior condition,reasonable war and tea excepted.
3. USE. The Premises may be used by Licensee for the transmission and reception of
communication signals and for the instdWion, maintenance, repair or replacement of the Antenna
Facilities. Licensee covenants that the use of the Premises by Licensee shall be in compliance with all
applicable laws and regulations. At Licensee's expense, Licensee shall keep and maintain the Antenna
Facilities on the Premises in a commercially reasonable condition during the Tam.
4. ACCESS.During the Termy Licensee shall have unrestricted and unfettered aces to the
Premise'seven(7)days a week twenty-four(24)hours a day during the following business hours:Monday
through Saturday from 8a.m.to 4 p.m.; provided however, in the event of an emergency,Licensee may
access the Premises provided Licensee notifies Licensor as soon as reasonably practicable.
5. ENVIRONMENTAL LAWS. Licensee represents, warrants and agrees that it will
conduct its &WARa on the Premises in compliance with all applicable environmental laws. Licensor
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represents and agrees that,to the best of its knowledge, it has in the past and will in the future conduct its
activities on the Property in compliance with all applicable environmental laws and that the Property is free
of hazardous substances as of the date of this Agreement.
6. UTILITIES. Licensor hereby grants and conveys unto Licensee a nonexclusive easement
for ingress and egress to and from the Premises from the nearest public right of way. Licensee shall have
access to all utilities existing on the Property that are required for the operation of the Antenna Facilities
on the Premises,providing Licensee shall pay for all expenses related to the utilities being used to service
the Antenna Facilities.
7. INSURANCE,INDEMNITY AND SUBROGATION.
(a) Licensee shall obtain, at its own expense, insurance as specified below and maintain the
required insurance at all times during the Term.Licensee will ensure that the insurance obtained will extend
protections to all subcontractors engaged by Licensee. Alternatively, Licensee may require all
subcontractors to obtain insurance specified herein. Licensee will not be permitted to commence until
satisfactory evidence of the required insurance has been furnished to Licensee as specified herein. The
insurance coverage provided for herein may be maintained pursuant to master policies of insurance
covering other communication facilities of Licensee and its corporate affiliates. All insurance policies
required to be maintained by Licensee hereunder shall be with responsible insurance companies with an
A.M.Best rating of VI or better,that is licensed to do business in the State of Florida and that has an agenda
for service of process within the State of Florida. Licensee shall evidence such insurance coverage by
delivering to Licensor a copy of a certificate of insurance of such insurance policies.Licensee shall maintain
the required insurance throughout the entire Term and any extensions.Failure to comply with this provision
may result in the immediate suspension of all work until the required insurance has been reinstated or
replaced. Licensee will be held responsible for all deductibles and self-insured retention that may be
contained in Licensee's insurance policies. Licensee, at its sole option,has the right to request a certified
copy of any or all insurance policies required by this Agreement.
Coverage Limit Form#
Workers' Compensation Statutory WC3
Employers Liability $1,000,000/$1,000,000/$1,000,000
Commercial General Liability $1,000,000 GL3
Vehicle Liability $1,000,000 VL3
(b) Licensee shall indemnify and hold Licensor, and their respective officers, directors, and
employees harmless from and against injury, loss, damage or liability (or any claims in respect of the
foregoing),costs or expenses(including reasonable attorneys' fees and court costs)which may be imposed
upon or incurred by or asserted against Licensor arising from any work or act done in, on or about the
Property by Licensee, its customers, licensees, sublicensees, lessees, sublessees and assigns. This
indemnification shall survive the expiration or early termination of this Agreement. Licensor, Monroe
County—Board of County Commissioners, its employees and officials will be included as "Additional
Insured" on all policies, except for Workers' Compensation. Any deviations from Licensor's insurance
requirement must be requested in writing on the County prepared form entitled "Request for Waiver of
Insurance Requirements"and approved by the Monroe County Risk Department.
(c) Licensee agrees that good and valuable consideration has been received for the
indemnification provided for above. The extent of liability is in no way limited to,reduced, or lessened by
the insurance requirements contained elsewhere within this Agreement. All insurance policies must specify
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that they are not subject to cancellation, non-renewal,material change or reductions in coverage unless a
minimum of thirty (30)days prior notification is given to Licensor by the insurer. The acceptance and/or
approval of Licensee's insurance shall not be construed as relieving Licensee from any liability or
obligations assumed under this Agreement or imposed by law.
(d) Licensor and Licensee hereby mutually release each other(and their successors or assigns)
from liability and waive all right of recovery against the other for any loss or damage covered by their
respective first-party property insurance policies for all perils insured thereunder. In the event of such
insured loss,neither party's insurance company shall have a subrogated claim against the other.
8. DEFAULT AND TERMINATION. If Licensee is in default under this Agreement for a
period of fifteen (15) days following receipt of written notice from Licensor, Licensor may pursue any
remedies available to it against the Licensee at law and in equity, including,but not limited to,the right to
terminate this Agreement. Upon expiration or early termination of this Agreement, Licensee will remove
the Antenna Facilities from the Premises and restore the Premises to the condition in which it existed
immediately prior to Licensee's entry, reasonable wear and tear and damage not caused by Licensee
excepted.
9. TERMINATION BY LICENSEE. If at any time during the Term, Licensee determines,
in Licensee's sole and absolute discretion, with or without cause, that the Premises is no longer required
for Licensee's intended use and/or purposes,Licensee shall have the right to terminate this Agreement upon
ten(10)days prior written notice to Licensor.
10. NOTICES. All notices,requests, claims, demands,and other communications hereunder
shall be in writing and may be hand delivered(provided the deliverer provides proof of delivery)or sent by
nationally-established overnight courier that provides proof of delivery, or certified or registered mail
(postageprepaid, return receipt requested). Notice shall be deemed received on the date of delivery as
demonstrated by the receipt of delivery. Notices shall be delivered to a party at the party's respective
address set forth above.
11. COUNTERPARTS;ELECTRONIC SIGNATURES.This Agreement may be executed
in counterparts, each of which shall be deemed to be an original, but which together shall constitute one
and the same instrument. Electronic signatures such as pdf,Docusign,or facsimile on this Agreement shall
be deemed to be original signatures.
12. MISCELLANEOUS.
(a) Each party hereto warrants and represents that it has the necessary power and authority to
enter into and perform its respective obligations under this Agreement and Licensor warrants and represents
that it is the owner in fee simple of the Property and that it alone has full right to lease the Premises for the
Term.
(b) If any term of this Agreement is found to be void or invalid,such invalidity shall not affect
the remaining terms of this Agreement,which shall continue in full force and effect.
(c) All attached exhibits are hereby incorporated by this reference as if fully set forth herein.
(d) Failure of party to insist on strict performance of any of the conditions or provisions of this
Agreement, or failure to exercise any of a party's rights hereunder, shall not waive such rights.
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(e) This Agreement shall be governed by and construed in accordance with the laws of the
State in which the Property is located.
(f) This Agreement constitutes the entire agreement and understanding of the parties and
supersedes all offers, negotiations, other leases and/or agreements with regard to the Premises. Them are
no representations or understandings of any kind not set forth herein. Any amendment to this Agreement
must be in writing and executed by both parties.
(g) This Agreement shall be binding upon and shall inure to the benefit of the parties hereto
and their respective heirs, legal representatives, successors and assigns.
[SIGNATURES BEGIN ON NEXT PAGE]
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CocaSign Envelope 10'.604661B3-2C9E4428-A873-606e334D3C16
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective
Date,
LICENSOR:
Board of County Commissioners of Monroe
County,`I{Florida ,�{{// ���� 1-,,
By: J"1 �4X�lWVYW
Mayor Michelle Coldiron
Giplafir.
" . KEVIN MADOK,CLERK
As Deputy Clerk Bose Arre:n./CO R111712,o
MONROEC0UNTY ATTORNEY
lyQ'� no..,G
CMLSTCMRE41AlUtOMS
AuNT COUNTY ATTORNEY
DATE linon
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DooiSign Envelope ID:6D4561 B3-2C9E-4428-A873-606833403C18
[Licensee signature page]
LICENSEE:
Datapath Vertical Bridge II,LLC
a Delaware limited liability company
By:
Name: rich Tuck
Title: VP- Lease i9dn,in
Date: // —07-oba0
as
LEGAL[ -
STATE OF FLORIDA
COUNTY OF PALM BEACH
The fore oing instrument was acknowledged before me this o7 day of Nov. , 20. 0 , by
means of physical presence or O online notarization by T n7 TUC/E ,the
VP - LeaSB i9d.onn. of Datapath Vertical Bridge II,LLC,a Delaware limited liability
company,on
behalf(.of the company.
_ �'nyct^ ' ` � tACh C. 4t. $on Notary Public Slate of Florida
Signature of Notary Public Rachel Williamson
aa, ji My Oomm49nn GG 266524
f Expires 10/17/2022
Rachel Williamson
Print,Type,or Stamp Commissioned Name of Notary Public
Personally Known 1.7 OR Produced Identification —10262020 vb US-FL-5389
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DocuSign Envelope ID:60456163-209E-4428-A873A06833403C 18
EXHIBIT I
Legal Description of the Property(Parent Parcel)
(may be updated by Licensee upon receipt of final legal description from title)
Parcel ID: 00098710-000000
Location Address:67901 OVERSEAS Hwy,LONG KEY
Legal Description: 4 65 35 LONG KEY PT LOT 2 OR 15-374/76 OR401-1071/74
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EXHIBIT 2
Premises
A portion of the Parent Parcel identified in Exhibit 1,more specifically designated below:
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Licensor and Licensee mutually agree to complete this Exhibit 2 prior to the Commencement Date
with specific location of Premises
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Client*: 1700812 140VERTIBRI1
•
ACORD,„ CERTIFICATE OF LIABILITY INSURANCE DAT0`"
10/30/20230/2020
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED
REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER.
IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the pollcy(les)must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on
this certificate does not confer any rights to the certificate holder in lieu of such endorsement(s).
PRODUCER X2MEA' Jennifer Burton
McGriff Insurance Services .No,PHpNE 410 480-4400 FAX . B6fi548-4197
Rat Bub lac.Noy
5850 Waterloo Road,Suite 240 ADOArzIisS:jennifer.burton@mcgriN.com
Columbia,MD 21045 INSUREWs1 AFFORDING COVERAGE NAICi
410480-4400 INSURER A:Hanover Insurance Company 22292
INSURED INSURER FIFQman's Fund Insurance Company 21873
Vertical Bridge REIT LLC INSURER C:Lloyds
750 Park of Commerce Drive _ __----
Suite 200 INSURER D:
INSURER E:
Boca Raton, FL 33487 —- -- -? --
INSURER F:
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT. TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS.
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR TYPE OF INSURANCE INSR MO POLICY NUMBER PMJOOYEFF POUCYEYP UMITS
IMOLICY EFF (POUCY
A X COMMERCIAL GENERAL UABILITY I LHQA33010207 06/03/2020 06/03/2021 EACH OCCURRENCE 51,000,000
FrsTp RENTED
cLAIMS.MAOE X OCCUR Approved Risk Managemen with Attachments BR�^Pnl Ea°`n'"°nre) s1,000,000.
�]��� � � MED EXP(Any one person) s10,000
/1 �L ,6,./I ,PERSONAL 8ADV INJURY S1,000,000
GEN'L AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE I$2,000,000
POLICYI I JECT rn1 LOC PRODUCTS-COMP/OP AOG $2,000,000
OTHER. -- 11-1-2020 $
„MOOLE...aluitY- AHQD961361 06/03/2020 06/03/2021 COMBNeDSINGLE LIMIT 1,000,000
(Es scYoe $
A ^X ANY AUTO BODILY INJURY leer person) s
OWNED I SCHEDULED BODILY INJURY,Per accident) $
AUTOS ONLY 1 AUTOS •
HIRED NON OWNED . I PROPERTY DAMAGE S
X AUTOS ONLY -AUTOS ONLY yyPerewdenn
A %UMBRELLA UA9 X OCCUR UHQA33283606 06/03/2020'06103/20211 EACH OCCURRENCE S10,000,000
x EXCESS LIAB OIANs.MAOE. AGGREGATE $10,000,000
B DED I X',RETENTION sO SHX00024742058 06/03/2020 06/03/2021. Each Occ/Agg $25,000,000
A WORKERS COMPENSATION WHQA931504 06/03/2020 06/03/2021 X $FTUTE IERH
AND EMPLOYERS'UABILITY y,N
ANY PROPRIETOR/PARTNER/EXECUTIVE I EL EACH ACCIDENT $1,000,000
OFFICER/MEMBER EXCLUDED? N '..Nto
(Mandatory In NH) E L DISEASE-EA EMPLOYEE $1,000,000
II yes.macnoe under
DESCRIPTION OF OPERATIONS below E L DISEASE.POLICY LIMIT S1,000,000
C I Professional Liab LL0007400 06/03/2020 06/03/2021 52M Per Wrongful Act
52M Aggregate
DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(ACORE in Additional Remadte Schedule,my be attached If more space b required)
Re:US-FL-5389 Long Key DS
If required by..rl..amcontract,Monroe County Board of County Commissioners,its employees and officials
are additional insured on the General Liability,Automobile Liability and Umbrella Liability policies,
subject to policy provisions.A waiver of subrogation applies in favor of the certificate holders on the
General Liability,Automobile Liability and Umbrella Liability,subject to policy provisions.
(See Attached Descriptions)
CERTIFICATE HOLDER CANCELLATION
Monroe CountySHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
Board of County THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
Commissioners ACCORDANCE WITH THE POLICY PROVISIONS.
1111 12th Street,Suite 408
Key West,FL 33040 AUTHORIZED REPRESENTATIVE
esta as 444
@ 1988-2015 ACORD CORPORATION.All rights reserved.
ACORD 25(2016/03) 1 of 3 The ACORD name and logo are registered marks of ACORD
*526736204/M26281428 CDR
DESCRIPTIONS (Continued from Page 1)
ADDITIONAL NAMED INSUREDS**
AWN TOWER COMPANY
B.A.C.K.TOWERS,LLC
BAY COMMUNICATIONS III,LLC
BRT GROUP,LLC
CIG COMP TOWER,LLC
CIG SERVICES,LLC
CIG WIRELESS CORP.
DATA PATH VERTICAL BRIDGE,LLC
DATAPATH VERTICAL BRIDGE II,LLC
GOTHAM VERTICAL BRIDGE,LLC
INDEPENDENT TOWER&WIRELESS CORP.
INLAND-VB,LLC
MIDWEST NT 1,LLC
MIDWEST NT 2,LLC
NTCH-VB,LLC
RANGE TOWERS, INC
ROWSTAR, LLC
TELCOM BRIDGE, LLC
TOWER ECONOMICS COMPANY,LLC
VB ACQUISITIONS 2018,LLC
VB LPE PARENT, LLC
VB LPE, LLC
VB MIDWEST I,LLC
VB MIDWEST II,LLC
VB MIDWEST III,LLC
VB US REII,LLC_
VBA II, LLC(DE)
VBA II, LLC(FL)
VBDTP,LLC
VBHV, LLC
VB-JV4,LLC
VBJVS,LLC
VBJV6,LLC
VB51 ASSETS,LLC
VB-S1 ISSUER,LLC
VBSI PARENT,LLC
VBT SUB 1,LLC
VB-TC,LLC
VERTICAL BRIDGE ACQUISITIONS II(FL)
VERTICAL BRIDGE ACQUISITIONS III,LLC
VERTICAL BRIDGE ACQUISITIONS, LLC
VERTICAL BRIDGE AM II,LLC
VERTICAL BRIDGE-AM,LLC
VERTICAL BRIDGE BAY,LLC
VERTICAL BRIDGE BROKERAGE LLLP(FL)
VERTICAL BRIDGE CC AM,LLC
VERTICAL BRIDGE CC FM,LLC
VERTICAL BRIDGE CC PARENT,LLC
VERTICAL BRIDGE CC,LLC
VERTICAL BRIDGE CCR,LLC
VERTICAL BRIDGE CJV,LLC
VERTICAL BRIDGE DC,LLC
VERTICAL BRIDGE DEVELOPMENT II,LLC
VERTICAL BRIDGE DEVELOPMENT,LLC
VERTICAL BRIDGE EMPLOYEES,LLC
SAGITTA 25.3(2016/03) 2 of 3
#526736204/M26281428
DESCRIPTIONS (Continued from Page 1)
VERTICAL BRIDGE ENGINEERING,LLC
VERTICAL BRIDGE GRAND CANYON,LLC
VERTICAL BRIDGE HOLDCO PARENT,LLC
VERTICAL BRIDGE HOLDCO,LLC
VERTICAL BRIDGE HOLDINGS,LLC
VERTICAL BRIDGE LANDCO, LLC
VERTICAL BRIDGE MANAGEMENT,LLC
VERTICAL BRIDGE MIDWEST, LLC
VERTICAL BRIDGE NT,LLC
VERTICAL BRIDGE NTCF,LLC
VERTICAL BRIDGE PR,LLC
VERTICAL BRIDGE REAL ESTATE II,LLC
VERTICAL BRIDGE REAL ESTATE,LLC
VERTICAL BRIDGE REIT,LLC
VERTICAL BRIDGE S3 ASSETS,LLC
VERTICAL BRIDGE STRUCTURES,LLC
VERTICAL BRIDGE TOWERS II,LLC
VERTICAL BRIDGE TOWERS III,LLC
VERTICAL BRIDGE TOWERS, LLC
VERTICAL BRIDGE-CONTERRA TOWERS, LLC
VERTICAL SKY I, LLC
VERTICAL SKY II, LLC
VERTICAL SKY III,LLC
VOGUE XIII,LLC
Berkley Assets,LLC
VB Berkley,LLC
VB Nimbus, LLC
SAGITTA 25.3(2016103) 3 of 3
F5267362041M26281428