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Item C36 MONROE COUNTY BOARD OF COUNTY COMMISSIONERS AGENDA ITEM SUMMARY Meeting Date: July 26-27,2000 Division: Public Safetv Bulk Item: Yes ~ No Department: Communications AGENDA ITEM WORDING: Approval of two license agreements with Nextel South Corp., Inc., concerning capital improvements to and use of county-owned communication sites on West Summerland and Grassy Key; including waiver of competitive bid policy, if applicable. ITEM BACKGROUND: To Follow. PREVIOUS RELEVANT BOCC ACTION:. None STAFF RECOMMENDATION: Approval. TOTAL COST: COST TO COUNTY: BUDGETED: Yes No REVENUE PRODUCING: Yes L No AMOUNT PER MONTH: See Item B_ackground APPROVED BY: Co Atty Yes OMB/Purch Yes DEPARTMENT DIRECTOR APPROVAL: DIVISION DIRECTOR APPROVAL: DOCUMENTATION: Included X_ To Follow: DISPOSITION: Not Required: _ Agenda Item#: 1- C 3 {;, AGENDAITEMSU~RY l-C36 ATTACHMENT ITEM BACKGROUND: In 1996, staff negotiated a license agreement, which was approved by the Monroe County Board of County Commissioners, with Primeco, Bell South Mobility, A.T.&T. Wireless and Keys Microcable to replace four of the County's Translator towers, this contract was cancelled, in January, 1997, by the wireless carriers due to excessive costs to construct. In September of 1997 a structural tower analysis was performed on Monroe County translator towers. The Key Largo, Islamorado, Grassy Key and West Summerland towers were found structurally deficient by current building codes. These translator towers were built in the early 1980' s under version C of the Engineering Industrial Association standards. Since that time, more stringent building codes and wind speed loads have been adopted by South Florida and Monroe County. Structural tower analysis is now required to use a higher standard, version "F" of the Engineering Industrial Association standards. The West Summerland tower facility was found to be 200 percent over stressed. The Grassy Key tower facility was found to be 250 percent over stressed. Staff has continued to pursue with every active wireless carrier operating within Monroe County to co-ordinate an agreement to replace and improve the Monroe County tower facilities. These license agreements with Nextel will upgraae the tower facilities to meet current building regulation and provide many future years of useful communication services. Nextel will construct new towers at West Summerland ~d Grassy Key sites. Nextel will remove the old equipment shelters and install new equipment shelters for Monroe County at both ofthese sites, at no cost to the County. Upon construction of the new towers and equipment facilities, they become the property of Monroe County. Nextel under this agreement may recoup up to $250,000.00 dollars of their initial construction costs by reduced rental fees, one time capital contributions from new co- located / shared wireless users and shared rental fees. After the recovery of the partial construction cost of $250,000.00 dollars Monroe County will receive $18,000.00 dollars per year, per site from Nextel (with 4% in annual increases) and any other new wireless user's rental fees. Acceptance of the West Summerland license agreement is estimated to save the Monroe County Sheriff's Department approximately $750,000.00 dollars in cost, which could be incurred to replace this tower facility, for their new communications system. These license agreements will also comply with regulations and spirit of the new Monroe County Wireless Ordinance (028-1999) providing shared tower usage to multiple wireless users. PREVIOUS RELEVANT BOCC ACTION: Bell South Mobility, Plantation Key, license agreement approved 9/19/96. Primeco Translator Tower license agreement, approved 5/21/96. Sprint, 500 Whitehead Street, license agreement approved 9/9/98. Omnipoint, Stock Island, license agreement approved 4/8/98. Nextel, 500 Whitehead, license agreement approved 12/9/98. ~ :cD~ .u6-;-~~ (fjj t:-!-.... ~. '()~. MEMORANDUM DATE: April 17. 2000 TO: Jim Roberts County Administrator - .. -: r-~ :-:----. ) ~/co ; FROM: Rob Wolfe )<::) / J Chief Assistant County Attorney U. PV RE: Nextel license agreement eeeeeeeeeccccceecccc"cc,c,ce,eeecceeeecceeeeeceeceeeeeeeeee Sec. 125.35, FS, requires that County property to be leased should be put out for bid.1 As you know, the Nextel agreements were negotiated by Mr. Leggett on the basis that they were license agreements not leases. Clearly one cannot call a lease a license and thereby escape the requirements of Sec. 125.35, FS. However, the Nextel agreements are legitimate licenses that grant a nonexclusive right to use County towers2 to Nextel with each tower available to other cell pho~e companies and public users as long as interference is not a problem (and a capital contribution paid by other cell companie~~. Of course, I express no opinion as to the policy wisdom of proceeding with negotiated license agreements rather than a request for bids. ._ RNW / jeh CC: Norm Leggett cc..: 'M.~ {~d- R - ,.., - 1\ .-" t, ~ I -. I . vL I L...J 1 With certain exceptions such as airport and seaport leases that are not relevant h reo U lTY ADM I N I ST RA TO R 2 A new tower at each site is to be built by Nextel. When completed, the towers be . c~anges ~ Den Nee . er Division Director ~v Yesl11'Ny . . RiskManagement 5.jL/.@ Yes~O o./~~tJn O.M.B./Purchasing YesD NoD j County Attomey ~ Yes&rNOO~~ :]- ?--a. y Comments:qf)L ~ r?n r? 2 ) ~- z( 0 ) MONROE COUNTY BOARD OF COUNTY COMMISSIONERS CONTRACT SUMMARY Contract # Effective Date: Expiration Date: Contract Purpose/Description: Replace and improve Monroe County's Grassy Key Tower and Communications facility at Nextel South Corp. 's expense. ~TbPfiJb Contract Manager:G. Norm Leggettffi~ 6035 (Name) (Ext.) Contract with:Nextel South Corp. Emergency Communications/# 16 (Department) / Courier Stop for BOCC meeting on 4/19/00 Agenda Deadline: 4/5/00 CONTRACT COSTS Total Dollar Value of Contract: $N/A Current Year Portion: $ Budgeted? YesD No D Account Codes: _ _ _ _ Grant: $ County Match: $ ADDITIONAL COSTS Estimated Ongoing Costs: $ _/yr For: (Not included in dollar value above) (eg. maintenance, utilities, janitorial, salaries, etc.) CONTRACT REVIEW Date Out ~~~ WOO AGENDA ITEM SUMMARY l-C36 ATIACHMENT ITEM BACKGROUND: In 1996, staff negotiated a license agreement, which was approved by the Monroe County Board of County Commissioners, with Primeco, Bell South Mobility, A.T.&T. Wireless and Keys Microcable to replace four of the County's Translator towers, this contract was cancelled, in January, 1997, by the wireless carriers due to excessive costs to construct. In September of 1997 a structural tower analysis was performed on Monroe County translator towers. The Key Largo, Islamorado, Grassy Key and West Summerland towers were found structurally deficient by current building codes. These translator towers were built in the early 1980's under version C of the Engineering Industrial Association standards. Since that time, more stringent building codes and wind speed loads have been adopted by South Florida and Monroe County. Structural tower analysis is now required to use a higher standard, version "F" of the Engineering Industrial Association standards. The West Summerland tower facility was found to be 200 percent over stressed. The Grassy Key tower facility was found to be 250 percent over stressed. Staffhas continued to pursue with every active wireless carrier operating within Monroe County to co-ordinate an agreement to replace and improve the Monroe County tower facilities. , These license agreements with Nextel will upgraoe the tower facilities to meet current building regulation and provide many future years of useful communication services. Nextel will construct new towers at West Summerland Mid Grassy Key sites. Nextel will remove the old equipment shelters and install new equipment shelters for Monroe County at both of these sites, at no cost to the County. Upon construction of the new towers and equipment facilities, they become the property of Monroe County. Nextel under this agreement may recoup up to $250,000.00 dollars of their initial construction costs by reduced rental fees, one time capital contributions from new co- located I shared wireless users and shared rental fees. After the recovery of the partial construction cost of $250,000.00 dollars Monroe County will receive $18,000.00 dollars per year, per site from Nextel (with 4% in annual increases) and any other new wireless user's rental fees. Acceptance of the West SummerIand license agreement is estimated to save the Monroe County Sheriff's Department approximately $750,000.00 dollars in cost, which could be incurred to replace this tower facility, for their new communications system. These license agreements will also comply with regulations and spirit of the new Monroe County Wireless Ordinance (028-1999) providing shared tower usage to multiple wireless users. PREVIOUS RELEVANT BOCC ACTION: Bell South Mobility, Plantation Key, license agreement approved 9/19/96. Primeco Translator Tower license agreement, approved 5/21/96. Sprint, 500 Whitehead Street, license agreement approved 9/9/98. Omnipoint, Stock Island, license agreement approved 4/8/98. NexteL 500 Whitehead, license agreement approved 12/9/98. : ~ :(lJt!o-h ~.~ @-~ (:J~- MEMORANDUM DATE: April 17, 2000 TO: .Jim Roberts County Administrator -.-.~~-~. J 'fIco ; FROM: Rob Wolfe }<:::) -;7 J Chief Assistant County Attorney L,,{ PV RE: Nextel license agreement """"""""""""""""",!",!",!,!!,!"",",,!, Sec. 125.35, FS, requires that County property to be leased should be put out for bid.1 As you know, the Nextel agreements were negotiated by Mr. Leggett on the basis that they were license agreements not leases. Clearly one cannot call a lease a license and thereby escape the requirements of Sec. 125.35, FS. However, the Nextel agreements are legitimate licenses that grant a nonexclusive right to use County towers2 to Nextel with each tower available to other cell pho,:!e companies and public users as long as interference is not a problem (and a capital contribution paid by other cell companie~J. Of course, I express no opinion as to the policy wisdom of proceeding with negotiated license agreements rather than a request for bids. ... RNW /jeh CC: Norm Leggett e.c..: <}1,~~.;J- RECEIVe) ~ ., : : 1 With certain exceptions such as airport and seaport leases that are not relevant h reo U !TV ADM I N I ST RA TO R 2 A new tower at each site is to be built by Nextel. When completed, the towers be . MONROE COUNTY BOARD OF COUNTY COMMISSIONERS CONTRACT SUMMARY Contract # Contract with:Nextel South Corp. Effective Date: Expiration Date: Contract PurposelDescription: Replace and improve Monroe County's West Summerland Tower and Communications facility at Nextel South Corp.'s expense. Contract Manager:G. Norm Leggett fl 6035 (Name) (Ext.) Emergency Communications/# 16 (Department) / Courier Stop for BOCC meeting on 4/19/00 Agenda Deadline: 4/5/00 CONTRACT COSTS Total Dollar Value of Contract: $N/A Current Year Portion: $ Budgeted? YesD No D Account Codes: __ Grant: $ County Match: $ ADDITIONAL COSTS Estimated Ongoing Costs: $ _/yr For: (Not included in dollar value above) (eg. maintenance, utilities, janitorial, salaries, etc.) CONTRACT REVIEW Changes ~~ . Date Out ~i: yr Needed r-1/' . 1YJewer __ J. A / Division Director "0 YesD NOlk[ _ _ _~ ..l/...fJ!-tj7J .y.. Risk Management S/lOD Yes~ iA (~~""^ -5/7 Jto O.M.B./Purchasing YesD NoD , County Attorney ~ Yes~oD 3- ?-a:; omments: CA2I2R ~flVl, /? Z ) !j . J (b) :Ji OMB Fonn Revised 12/13/99 - 1::::r ~ ~ _~ !'(tJ-. - ~O. .' :{).J:::"". J&Jl ~ ~ .~)t+~ ~~ ~%OCC. ........--..... Market: South Florida Site No.: FL2862-C Site Name: Big Pine Key AGREE~ENT BETWEEN MONROE COL"NTY, FLORIDA A.. 'ill NEXTEL CO~MUNICA TIONS (Site Location: West Sununerland Key) This AGREEMENT (the "Agreement") is made and entered into this day of , 2000, by and between MONROE COl:.lTY, FLORIDA, whose address is 500 Whitehead Street, Key West, Florida 33040 (hereinafter referred to as "COl i'J'TY") and NEXTEL SOUTH CORP., a Georgia Corporation d/b/a Nextel Conununications with an address of 551 Trafalgar Court. Suite 300E, Maitland, FL 32751 (hereinafter referred to as "LICENSEE"). COUNTY is the owner of certain real property (the "Real Property"), a 370' guyed conununications tower and conununications equipment facility located at Mile Marker 32, US I, West Summerland Key, Monroe County, Florida (the "Tower Site"); and COUNTY currently owns a 370' guyed conununiations tower erected on COl~TY's property and the existing tower, pursuant to this Agreement shall be dismanteled and entirely replaced by LICENSEE with a 350' self supporting tower ("Tower"); and COYNTY is willing to license to LICENSEE, approximately 450 square feet of the designated portion of the Tower Site (the "Building Space") and space on the Tower (the "Tower Space"), (the Building Space and the Tower Space are collectively referred to J.'i the "Premises" and shall be shown on Exhibit "A", attached hereto and incorporated herein), subject to the terms and conditions set forth below. In consideration of the foregoing premises, the Nextel Proposal (attached hereto as Exhibit "B" and incorporated herein) and the license fees and mutual covenants conta41ed herein, the parties agree as follows: I. REPLACEMENT AND COi\STRUCTION OF TOWER'SITE. A. At no cost to COUNTY, LICE~SEE shall (i) construct a new self-supporting tower structure at the COUNTY Tower Site; (ii) construct two (2) ne\\' equipment shelters for use by COUNTY and LICENSEE consistent with the attached Exhibit "A" , and; (iii) develop the Tower Site for use by others. The Tower Site shall consist of the Tower, the two (2) unmanned equip~nt shelters for use by the COUNTY and LICENSEE, the parking area, and the perimeter fence around the Tower Site area. LICENSEE shall construct the replacement Tower with sufficient tower loading capacity, as may be necessary to acconunodate use by the COUNTY, LICE:-.1SEE and by three (3) additional telecommunication providers. B. LICENSEE shall prepare, at its expense, in joint participation with the COL~TY, all necessary drawings and plans, which COUNTY shall have the right to approve. and COUNTY agrees to participate in the filing of all required applications with the approrriate zoning authority to secure the proper zoning and lor site planning of the Tower, the Tower Site and use of COUNTY's property as may be required for this intended use by COUNTY and LICENSEE. All utilities, including electrical service, for each building shall be separately metered and each party shall be solely liable for its utility expenses relating to its respective installation and equipment. C. LICENSEE shall prepare and COUNTY agrees to make and file in joint participation with LICENSEE, all required applications with the Feder3i Aviation Administration ("FAA") and secure all required FAA approvals. Market: South Florida Site No.: FL2862C Site Name: Big Pine Key D. LICENSEE shall be responsible for those construction costs generally associated with the project as contemplated herein, such as surveys, tests, engineering drawings or other expenditures reasonably considered necessary to complete this project. E. LICENSEE's unmarmed equipment shelter shall be suitable for its purposes for its telecommunications equipment. Should COUNTY notify LICENSEE in writing thirty (30) days prior to the termination of this Agreement that the continued presence of the equipment shelter shall be necessary, LICENSEE shall have the option, at its sole discretion, to either convey the equipment shelter to COUNTY, or to construct a new equipment shelter of similar or like quality of the existing equipment shelter. F. Upon completion of the replacement Tower, LICENSEE will remove COUNTY's existing antennas and related equipment (including cabling) and re-install those antennas and related equipment on the new Tower. Within a reasonable time thereafter (not to exceed one (1) year from the Commencement Date), LICENSEE at its expense, will dismantle the COUNTY's existing tower for COUNTY's disposition or locate the dismantled tower anywhere in Monroe County, as directed by the COUNTY. COUNTY may retain any salvage fee that may be recouped for this item. G. LICENSEE shall commence construction of the Tower, Tower Site, the LICENSEE's unmanned equipment shelter and the COUNTY's unmanned equipment shelter and its communications equipment within 60 days of receipt of final building pennits to construct same. Upon completion of installation, title to the Tower and the COUNTY's unmanned equipment shelter shall immediately vest in COUNTY free and clear of any liens or other encumbrances and title shall remain thereafter with COUNTY and become a part of: and affixed to, the real estate. Thereafter, LICENSEE shall be relieved of any and all responsibilities and obligations in connection with the Tower or the COUNTY's unmanned equipment shelter. H. COUNTY shall permit LICENSEE free ingrees and egress to COUNTY's Property to conduct surveys, structural strgnth analysis, radio propagation tests, environmental testing and other activities as LICENSEE may deem necesssary. 1. LICENSEE shall cause the approved Tower, equipment shelters and Tower Site work to be done and completed in a good, substantial and workmanlike manner, and in complianCe with all legal requirements. LICENSEE shall be solely responsible for construction means, methods, techniques, sequences and procedures, and for coordinating all activities related to the work. COUNTY shall have no duty or obligation to inspect the work, but shall have the right to do so and shall have the right to detennine, in its sole descretion and at its expense, that the construction has been performed in accordance with the approved drawings and has been ;j>erfonned in the manner required by this paragraph 1. J. It is understood and agreed that LICENSEE's obligations hereunder, and its license of the Premises, as provided herein, are contingent upon the COUNTY and LICENSEE obtaining, after the execution date of this Agreement, all of the certificates, permits and other approvals that may be requred by any federal, state or local authorities for the contruction of the Tower, the Tower Site and the equipment shelters and are further contingent upon LICENSEE constructing the Tower within six months of the Commencement Date as describe in subparagraph 2.A although this time may be extended by COUNTY if the LICENSEE is delayed by parts shortages or late deliveries, labor shortages or strikes, natural events (e.g. hurricanes), or regulatory change(s) enacted after the Commcement Date, upon the LICENSEE presenting proof of such delay(s) to the COUNTY. In the event LICENSEE proceeds with construction, said construction must be completed prior to tennination as provided herein. TIlE LICENSE 2. 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 Agreement. The parties shall mutually agree as to where LICENSEE will locate its Building Space, and such shall be reflected in Exhibit" A " which shall serve as conclusive 2 .,; -~"'....>"~'""",,~ Market: South Florida Site No.: FL2862-C Site Name: 8ig Pine Key evidence as to the parties' agreement to this matter. The parties agree that this Agreement and LICENSEE's obligations haeunder are contingent upon LICENSEE completing construction of the Tower. Tower Site and Building SpJce as proposed in the attached Proposal and plans. and receiving all permits. appronls and certificates necessary lor the use and occupancy thereof. LICENSEE shall use the Premises for the purpose of constructing, maintaining and operating a communications facility and uses incidental thereto the commwlication facility, consisting oi the placement of communicating services equipment, mounting of antennas, and installation of coaxial cables (between the commwlicating services equipment located in the Building Space and the antennas located on the Tower Space), electrical utility service and fiber optic or telephone cables. The antennas and associated equipment are to be mounted on the Tower as mutually agreed to by County Communications. COL~lY also grants to LICEKSEE, the non-exclusive right for ingress and egress, on foot or motor vehicle, including trucks, to the Premises and adjacent parking areas, and associated common areas seven (7) days a week, twenty four (24) hours a day, including normal business hours. for installation, maintenance and operation, all at LESSE's sole expense, of the Commwlications Facility, including the installation and maintenance of utility wires, cables, conduits and pipes over, under or along said right of way. COUNTY shall cooperate with LICENSEE in its effort to obtain utility service along said right of way by signing such docwnents or easements as may be required by utility companies. In the event any utility company is unable to use the right of way' the COUNTY agrees to grant additional right of way or easement as necessary. COUNTY shall share any existing parking areas for use by LICENSEE adequate to meet the needs of LICENSEE. COUNTY grants LICENSEE the right to use adjoining and adjacent land as is reasonably required during the installation and/or maintenance of the Communications Facility. A. This Agreement is effective upon the date first written above, hereafter the "Effective Date". Immediately after the Effectiye date, LICENSEE must begin in good faith the process of performing such test, surveys and engineering work necessary to complete the project, and to apply for the permits from the governmental agencies with regulartory jurisdiction over the project. Anytime within six (6) months from the Effective Date, LICENSEE may, in its sole discretion. determine that it does not desire to proceed with the project. In that case, LICENSEE may terminate this Agreement "ith a written notice to the COUNTY so stating and this Agreement will terminate \\ithout liability of either parry to the other. Unless terminated by LICENSEE wj.thin the six months provided for in this subparagraph, LICENSEE must proceed with construction of the Tower and related facilities. The date construction of the Tower begins shall be the "Commencement Date". LICENSEE shall provide COUNTY with written notice of the Commencement Date within five (5) days after the date construction begins. This \Witten notice \\ill become part of this Agreement. Subject to subparagraph 2.B. below, beginning with the Commencement Date, and on the anniversary of the Commencement Date thereafter, LICENSEE shall pay COUNTY an annual license fee of Eghteen Thousand ~olJOO Dollars ($18,000.00), payable in advance, plus applicable sales tax. The license fee shall be paid to COffi\.TI' at the address described above or at another place designated by the COUNTY. The license fee for each succeeding year will be increased by 4% over the fee amount for the proceeding year. B. (i) In consideration of LICENSEE constructing the Tower and Tower Site and providing the equipment shelter to the COUNTY, all at no expense, in lieu of the above referenced annual rent, the COUNTY shall be paid an annual rental of Ten and No/IOO Dollars ($10.00) until such time as LICE~SEE has been fully reimbursed for fifty percent (500,,) of the accepted bid price for this project. For this purpose, LICENSEE shall agree to forgive one half (1/2) of the accepted Bid Price, not to exceed $500,000.00., The COUN'TY agrees to forgive the license fee set forth in subparagraph 2.A., until the LICENSEE has been fully reimbursed for fifty percent (50%) of the accepted bid price for the construcition of the Tower and Tower Site. Capital contributions paid to LICENSEE from colocating \\ireless service operators shall also be credited toward the reimbursement as provided in subparagraph 2.B.(iii). .-\fter LICENSEE has been fully reimbursed, as contemplated herein, LICENSEE will commence paying the full annual rental at the then existing rental amount increased by 4% per year from the lease commencement dale. (ii) LICENSEE will be entitled to a reimbursement credit by the COUNTY for the work performed on the Tower and Tower Site until the full amount of the credit has been receiyed. For this purpose. the work shall be 3 '-'. . ~--'..................- II'" .~J :to..... Market: South Florida Site No.: FL2862-C Site Name: Big Pine Key restricted to that which is directly related to the cost of the Tower. pennitting and actual construction performed on the Tower and Tower Sile. LICENSEE will submit detailed expense reports to the COUNTY to substantiate all reimbursable relaled expenses. (iii) LICENSEE \\ill be entitled to a capital contribution in the amount of $50,000.00, from any additional carrier that is pennitted on the Tower to offset the cost of the Tower. pennitting and construction, which capital contribution will be applied against the credit for the Tower and Tower Site. (iv) Any carrier that colocates on the Tower or Tower Site shall pay the COUNTY a minimum license/rental fee of $2,500.00 per month. Forty Percent (40%) of any such fee shall be payable to LICENSEE and applied towards the reimbursement of LICENSEE's Tower expenses as specified above in paragraph 2B(i). Subsequent to the full reimbursement to LICENSEE all income generated by any co location at the Tower Site will be retained by the COUNTY. 3. 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 tenns, 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 Lease fee term. If at the end of the fourth (4th) five (5) year extension term this Agreement has not been tenninated by either party by giving to the other written notice of an intention to terminate it at least six (6) months prior to the end of such term, this Agreement shall continue in force upon the same covenants. Tenns and conditions for a further tenn of one (1) year, and for annual terms thereafter until terminated by either party by giving to the other written notice of its intention to so tenninate at least six (6) months prior to the end of such term. 4. LICENSEE shall use and occupy only that portion of the Real Property, Building Space, Tower Space and antenna locations as originally proposed in the attached proposal and plans. 5. LICENSEE shall prepare, at its expense all necessary drawings and specifications for the installation ~f LICENSEE's teleconununications equipment, which COUNTy shall have the right to approve, such approval not to be unreasonably withheld or delayed. COUNTY shall have been deemed to have approved the drawings and specifications if COUl\TY has not given written notice of its approval or disapproval or if COUNTY has not delivered written objections to LICENSEE within ten (10) business days of COUNTY's receipt of such drawings and specifications. In addition. LICENSEE shall have the right to file any applications for certificates, pennits and other approvals that may be required by any federal, state or local aulhoritie's'. 6. LICENSEE shall be responsible for all costs and expenses relating to the provision of electrical service to its communications equipment. LICENSEE's electrical service shall be separately metered and LICENSEE shall be responsible for the cost of installation of such meter. 7. LICENSEE agrees 10 install radio equipment of a type and frequency, which will not cause interference with existing antennas, or equipment on the Tower at the time of such installation. All disputes regarding interference whether caused by the COUNTY, LICENSEE or other tenant(s) and/or user(s) of the Tower shall be resolved pursuant to the terms and provisions of that certain interference agreement attached hereto as Exhibit "I" (the "Interference Agreement") COUNTY agrees that prior to allowing any additional tenant(s) or user(s) to co locate on the Tower, such tenant or user must join in and agree to be bound by the Interference Agreement. LICENSEE shall operate the LICENSEE Facilities in a manner that will not cause interference to COUNTY and other Jeasees or licensees of the Property, provided that their installations predate that of the LICENSEE's Facilities. All operations by LICE:-':SEE shall be in compliance with all Federal Communications Commission ("'FCC") requirements. 4 ..". .~~', ,......""~~~"" Market: South Florida Site No.: FL2862-C Site Name: Big Pine Key Subsequent to the installation of the LICENSEE Facilities, COUNTY shall not pennit itself, its leasees or licensees to install new equipment on the Prop~rty or property contiguous thereto owned or controlled by COUNTY, if such equipment is likely to cause interfere~.:e with LICENSEE's operations. Such interference shall be deemed a material breach by COUNTY. In the event mt~rference occurs, COUNTY agrees to take all action necessary to eliminate such interference, in a reasonable tl!ne period. In the event COUNTY fails to comply with this paragraph. LICENSEE may tenninate this Agreement. and/or pursue any other remedies available under this Agreement, at laws and/or at equity. 8. LICENSEE does hereby agree that the COUNTY may, subject to this Agreement, license future additional communicating service antennas or equipment for the purpose of wireless communications on the Tower and the ability to modify or relocate its abo\'e described antennas on the Tower, at the Tower Site provided that the new licensees antennas do not conflict \'lth COUNTY's or other Tower user's antennas and equipment identified in the attached Exhibit "I" the structural capacity of the Tower whether existing or modified by LICENSEE, is sufficient based on standard and accepted engineering practices. 9. COUNTY acknowledges that it is aware of its obligations under Section 303 of the Communications Act of 1934 (47 U.S.c. 303) to maintain the painting and illumination of the Tower as prescribed by the Federal Communications Cormnission (UFCC"). COUNTY further acknowledges that it is aware that it is subject to forfeitures assessed by the FCC for \lolations of such rules and requirements. COL7NTY further acknowledges that it, and not the LICENSEE, shall be responsible for compliance with all tower and building markings and lighting requirements which may be required by the Federal Aviation Administration ('FAA') or the FCC, but allows LICENSEE the right to monitor the Tower lighting systems on the premises. To the extent pennitted by law, COUNTY shall indemnify and hold harmless LICENSEE from any fines or other liabilities caused by the COUNTY's failure to comply with the requirements of the FAA or FCC. COUNTY acknowledges that it, and not LICENSEE, shall be responsible for compliance with all tower marking and lighting requirements of the Federal .-\ \;ation Administration ("FAA") and the FCC. COUNTY shall indemnify and hold LICENSEE hannless from any tines or other liabilities caused by COUNTYs failure to comply with such requirements. Should LICENSEE be cited by either the FCC. or FAA because the Tower is not in compliance and should COUNTY fail to cure the conditions of noncompliance within the time frame allowed by the citing agency, LICENSEE may either tenninate t!-is Agreement immediately on notice to COUNTY or proceed to cure the conditions of noncompliance at COl""\ TV's expense, which amounts may be deducted from the rent. 10. Throughout the tenn of this Agreement and extensions thereot;" COUNTY shall keep and maintain in good order, condition and repair the Real Property, Tower and Tower Site. LICENSEE shall provide its reasonable cooperation to COUNTY in connection with COUNTY's maintenance and repair of the same; provided, however, LICENSEE shall not be required to remove its wireless telephone equipment, antennas and/or coaxial transmission lines or related equipment from the Premises in connection therewith, unless required by law. LICENSEE shall maintain in a good state of repair and in good operating condition its antennas and transmitting and other equipment. LICENSEE shall make, at its expense. all necessary repairs and maintenance, as well as alterations required by, in and to its equipment, Building Space :md Tower Space. II. LICENSEE shall indemnify and hold COUNTY harmless against any claims of liability or loss from personal injury or property damage resulting from or arising out of the use and occupancy of the Premises by the LICENSEE, its servants or agents, excepting, however, such claims or damages as may be due to or caused by the acts of the COUNTY, its servants or agents. 12. LICENSEE shall procure and maintain insurance as contained in Exhibit "C'. LEASEE, at LICENSEE's sole cost and expense, shall procure and l11.1intain on the Premises and on the LICENSEE's Facilities, bodily injury and property damage insurance with a combined single limit of at least One Million and 00/100 Dollars ($1,000,000.00) per occurrence. Such insurance shall insure, on an occurrence basis, against liability of LICENSEE. its employees 5 .(. .-.-.... ~.,......,~-_. ~,. 1 1:;: Markel: South Florida Site No.: FL2862-C Site Name: Big Pine Key and agents arising out of or in connection with LICENSEE's use of the Premises. all as provided for herein. LICENSEE acknowledges that the COUNTY is self insured for liability purposes up to the waiver of sovereign immunity caps as specified in Section 768.28, F.S., and that no other liability coverage is required of the COUNTY. COUNTY shall be named as an additional insured on the LICENSEE's policy. LICENSEE shall provide to the COUNTY a certificate of insurance e\;dencing the coverage required by this paragraph within thirty (30) days of the Commencement Date. COUNTY and LICENSEE release each other and their respective principals, employees, representatives and agents, from any claims for damage to any person or to the Premises or to the LICENSEE's Facilities thereon caused by, or that result from, risks insured against under any insurance policies carried by the patties and in force at the time of any such damage. COUNTY and LICENSEE shall cause each insurance policy obtained by them to provide that the insurance company waives all right of recovery by way of subrogation against the other in connection with any damage covered by any policy. Neither COUNTY nor LICENSEE shall be liable to the other for any damage caused by fire or any of the risks insured against under any insurance policy required by above paragraph. 13. To the extent pennitted by law. COUNTY shall be responsible for the clean up of anyon-site hazardous waste and for any damages, fines or penalties incurred because of the hazardous waste. COUNTY hereby indemnifies and holds LICENSEE harmless from any and all costs, expenses, actions, claims and damages to LICENSEE as a result of any contamination on the Real Property existing prior to this Agreement or hereafter caused by the COUNTY. LICENSEE will be responsible for any and all damages, losses, and expenses and will indemnify COUNTY against and from any discovery by any person of such hazardous waste generated stored, or disposed of solely as a result of LICENSEE's equipment and uses of the premises. 14. If the Tower should be totally or substantially destroyed or damaged (so that LICENSEE may not operate it's facility as contemplated under this Agreement) so that rebuilding the Tower "as is" would not be economically feasible, as may be reasonably determined by COUNY, LICENSEE may at it's 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 diat case this Agreement sh~ll recommence at that point in time as if this Agreement had just . been approved by the parties hereto. In any event, due to stlch damage or destruction LICE~SEE's use of the premises is disrupted, license fees due hereunder shall abate in' full pending restoration or repair of the premises or termination of this Agreement if pennitted hereunder. If this Agreement should terminate pursuant to this paragraph COUNTY agrees to return to LICENSEE a pro rata portion of any prepaid rent. 15. If the whole of the Real Property, Building and/or Tower or such' portion thereof as will make the Premises unusable for the purposes herein, are condemned by any legally constituted authority for any public use or purpose, then in either of said events the term hereby granted shall cease from the time when possession thereof is taken by public authorities, and license fee shall be accounted for as between COUNTY and LICENSEE. as of that date and agrees to return to LICENSEE a pro rata portion of any prepaid rent. Any lesser condemnation shall in no way affect the respective rights and obligations of COUNTY and LICENSEE hereunder. Nothing in this provision shall be construed to limit or affect LICENSEE's right to an award of compensation of any eminent domain proceeding for the taking of LICENSEE's leasehold interest hereunder. 16. If LICENSEE defaults in fulfilling any of the covenants of this 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 \\;thin such sixty (60) day period, if LICENSEE shall not in good faith commence the curing or remedying of such default within such sixty (60) day period and shall not thereafter diligently proceed therewith to completion, then in anyone or more of such events this Agreement will tenninate 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 LICE:\SEE shall then quit and surrender the Property to COUNTY as provided herein. 6 ~-..-~....,... ~.. ~r-- II i~'n'lr"'. Market: South Florida Site No.: Fl2862-C Site Name: Big Pine Key 17. LICE);SEE, upon termination of this Agreement, shall, within ninety (90) day period, remove its personal property and fL"{tures from the Premises. If such time for removal causes LICENSEE to remain on the Premises after the termination of this Agreement, LICENSEE shall pay the license fee calculated on a pro rata basis until such time as the remo\.al of personal property and fixtures are completed. Should COUNTY notify LICENSEE in writing thirty (30) days prior to the termination of this Agreement that the continued presence of the equipment shleter shall be necessary. LICENSEE shall have the option, at its sole discretion, to either convey the equipment shelter to COUNTY. or to construct a new equipment shelter of similar or like quality of the existing equipment shelter. 18. LICE);SEE may not within the initial term of this Agreement assign or transfer its rights hereunder at any times without the \\TItten approval of Monroe County. Subsequent to the initial five (5) year tenn, this Agreement may not be sold, assigned or transferred at any time, except to LICENSEE's principal, affiliates or subsidiaries of its principal or to any company upon which LICENSEE is merged or consolidated. As to other parties, this Agreement may not be sold, assigned or transferred without the written consent of the COUNTY, such consent not to be unreasonably withheld. LICENSEE may not assign, or otherwise transfer all or any part of its interest in this Agreement or in the Premises without the prior written consent of COUNTY; provided, however, that LICENSEE may assign its interest to its parent company, any subsidiary or affiliate of it or its parent company or to any successor-in-interest or entity acquiring fifty-one percent (51 %) or more of its stock or assets, subject to any financing entity's interest, if any, in this Agreement as set forth in Paragraph 29 below. COUNTY may assign this Agreement upon written notice to LICENSEE. subject to the assignee asswning all of COUNTY's obligations herein, including but not limited to, those set forth in Paragraph 29 below. Notwithstanding anything to the contrary contained in this Agreement, LICENSEE may assign, mortgage, pledge, hypothecate or otherwise transfer without consent its interest in this Agreement to any financing entity, or agent on behalf of any fmancing entity to whom LICENSEE (i) has obligations for borrowed money or in respect of guaranties thereof; (ii) has obligations evidenced by bonds, debentures, notes or similar instruments, or (iii) has obligations under or with respect to letters of credit, bankers acceptances and similar facilities or in respect of guaranties thereof. 19. COl:- TY 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 Real Property and that the Tower, Building and that the Real Property is in compliance \\ith all applicable laws. 20. LICE~SEE, at LICENSEE's option and expense, may record a Memorandum of this Agreement, (the form of which is attached as Exhibit "D") and obtain title insurance on the Premises and/or Real Property. COUNTY, at COUNTYs 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. 21. COL:-'TY covenants that LICENSEE, on paying the license fee and performing the covenants, shall peaceably and quietly have, hold and enjoy the Premises and all other rights granted herein. 22. All notices hereunder must be in writing and shall be deemed validly given if sent by certified mail, return receipt requested, addressed to each party as set forth in the preamble. NOTICE: Any notice or demand required to be given herein shall be made by certified or registered mail. return receipt requested, or reliable overnight courier to the address of the respective parties set forth below. COL"NTY: Monroe County Board of County Commissioners 5100 College Road Key West, FL 33040 7 ,'"'..... "h" -.-"-...........~....................."lI.~<--.:..:>O:'\O',:,"""".....~.,--. Market: South Florida Site No.: FL2862-C Site Name: Big Pine Key LICENSEE: :-.lextel South Corp. 851 Trafalgar Court, Suite 300E :\1aitland. FL 32751 Attn: Property Manager With a copy to: ~extel Communications, Inc. Sixth Floor. Mail Stop 6E630 2001 Edmund Halley Drive Reston, VA 20191-3436 Attn: Site Leasing Services, Contracts Manager COUNTY or LICENSEE may from time to time designate any other address for this purpose by written notice to the other party. All notices hereunder shall be deemed received upon actual receipt. 23. This Agreement shall extend to and bind the heirs, personal representatives, successors and assigns of the parties hereto. 24. This Agreement may be executed in four (4) counterparts, each of which shall be deemed an original. and such counterparts shall constitute but one and the same Agreement. 25. This Agreement and the performance thereof shall be governed interpreted, construed and regulated by the laws of the State of Florida. 26. In any action. proceeding or litigation arising out of this Agreement, the prevailing party shall be entitled to recover from the non-prevailing party its reasonable costs incurred including reasonable attorney's fees for services rendered, including appellate proceedings and post judgment proceedings. Venue for any action arising under this Agreement must be in a court of competent jurisdiction in Monroe County. 27. LICENSEE shall have the right at any time following the full execution of this Agreement to enter upon the Property for the purpose of making appropriate engineering .and boundary surveys, inspections' soil test borings, other reasonably necessary tests and constructing the LICENSEE Facilities (as defmed in Paragraph 28 below). Upon LICENSEE's request. COUNTY agrees to provide promptly to LICENSEE copies of all plans, specifications, surveys and tower maps for the Real Property and Tower. The tower map shall include the elevation of all antennas on the Tower and the frequencies upon which each operates. 28. LICENSEE has the right to erect, maintain and operate on the Premises radio communications facilities, including without limitation utility lines, transmission lines, air conditioned equipment shelter(s), electronic equipment, radio transmitting and receiving antennas not including the Tower, and supporting equipment and structures thereto ("LICENSEE's Facilities"). In connection therewith, LICENSEE has the right to do all work necessary to prepare, maintain and alter the Premises for LICENSEE's business operations and to install transmission lines connecting, the antennas to the transmitters and receivers. All of LICENSEE's construction and installation work shall be perfonned at LICENSEE's sole cost and expense and in a good and workmanlike manner. Title to the LICENSEE's Facilities shall be held by LICENSEE. All of LICENSEE's Facilities shall remain LICENSEE's personal property and are not fixtures. LICENSEE has the right to remove all LICENSEE's Facilities at its sole expense on or before the expiration or earlier termination of the Agreement; provided, LICENSEE repairs any damage to the Premises caused by such removal. LICENSEE shall pay for the electricity it consumes in its operations at the rate charged by the servicing utility company. LICENSEE shall have the right to draw electricity and other utilities from the existing utilities on the Property or obtain separate utility service from any utility company that will provide service to the Property (including a standby power generator for LICENSEE's and County's use). COUNTY agrees to sign such documents or easements as may be required by said utility companies to provide such service to the Premises including the grant 8 ~."".:_"''V'-._;,-~'''''''''''''''......._.:._~~_,..._...-...~........~~........ Market: South Florida Site No.: FL2862-C Site Name: Big Pine Key to LICENSEE or to the servicing utility company at no cost to the LICENSEE of:m easement in, over, across, or through the Land as required by such s~n.icing utility company to provide utility sen.ices as provided herein. 29. COUNTY waives any lien rights it may have concerning the LICENSEE's Facilities which are deemed LICENSEE's personal property and not li;'(tures and LICENSEE has the right to remove the same at any time without COUNTY's consent. COUNTY acknowledges that LICE;\,SEE has entered into a financing arrangement including promissory notes and financial and security agreements for the fmancing of the LICENSEE's Facilities (the "Collateral") with a third party financing entity (and may in the future enter into additional financing arrangements \\ith other fmancing entities). In connection therewith. COUNTY (i) consents to the installation of the Collateral: (ii) disclaims any interest in the Collateral, as fixtures or otherwise; and (iii) agrees that the Collateral shall be exempt from execution, foreclosure, sale. levy, attachment, or distress for any Rent due or to become due and that such Collateral may be removed at any time without recourse to legal proceedings. 30. This Agreement may be tenninated without further liability on ten (10) days prior written notice as follows: (i) by either party upon a default of any co\.enant or tenn of this Agreement if the default is not cured within sixty (60) days of receipt of written notice of default, provided that the grace period for any monetary default is ten (10) days from receipt of notice; or (ii) subsequent to the construction of the Tower and the transfer of the Tower ownership to the COUNTY by LICENSEE for any reason or for no reason, provided LICENSEE delivers written notice of early termination to COUNTY no later than thirty (30) days prior to the Commencement Date; or (iii) subsequent to the construction of the Tower and the transfer of the Tower ownership to the COON1Y by LICENSEE if it does not obtain or maintain any License, permit or other approval necessary for the construction and operation of LICENSEE's Facilities; or (iv) subsequent to the construction of the Tower and the transfer of the Tower ownership to the COUNTY by LICENSEE if LICENSEE is unable to occupy and utilize the Premises due to an action of the FCC, including without limitatioIL a take back of channels or change in frequencies; or (v) subsequent to the construction of the Tower and the transfer of the Tower ownership to the COUNTY by LICENSEE if LICENSEE determines that the Premises are not appropriate for its operations for economic or technoiogical reasons, including, without limitation, signal interference. If this Agreement is terminated pUrsuant to (iii) - (v) of this paragraph, then COUNTY agrees to return to LICE!\SEE a pro rata portion of ~ny prepaid rent. 31. In the event the Property is encwnhered by a mortgage or deed of trust, COUNTY agrees to obtain and furnish to LICENSEE a non-disturbance and attornment instrument for each such mortgage or deed of trust. '0 32. This Agreement together with all related documents and written communications regarding the agreement are public records pursuant to Chapter 119, FS. COUNTY will not make or execute any written representations regarding this Agreement or make or execute any other documents concerning this Agreement on behalf of the LICENSEE, its vendors or creditors unless specifically required by this Agreement. IN WITNESS WHEREOF. the parties hereto have set their hands and aflixed their respective seals on the day and year first above written. (SIGNA TL'"RES CONTINUED ON FOLLOWING PAGES) 9 '.." .".4_...,-_ _.' ,,_~~ Market: South Florida Site No,: FL2862-C Site Name: Big Pine Key Signed. sealed and delivered In the presence of COUNTY: MONROE COUNTY, FLORIDA, a political subdivision of the State of Florida By: WiOless Print Name: Print Name: Title: W iOless Print Name: STATE OF FLORIDA COUNTY OF MONROE The foregoing instrument was acknowledged before me this day of ,2000, by , the of MONROE COUNTY, FLORIDA, a political subdivision of the State of Florida, on behalf of Monroe County, who (check one)() is personally known to me or ( ) produced as identification. Notary Public . My Commission Expires: Name: (Seal) APPROVED AS TO FORM " l F 10 Market: South Florida Site No.: FL2862-C Site Name: Big Pine Key Witness Print Name: Witness Print Name: STATE OF Georgia COUNTY OF "'~'~._"'-"":""'''''-''''''''<;,-'''''''~.I "IJf,'i I'll 1:1-): LICENSEE: NEXTEL SOUTH CORP.a Georgia corporation d/b/a Nextel Communications By: Print Name: John Cafaro Title: Vice President The foregoing instnunent was acknowledged before me this day of ,2000, by John Cafaro, as Vice President ofNEXTEL SOUTH CORP., a Georgia corporation, doing business as Nextel Communications, who (check one Il ) is personally knovm to me or ( ) produced as identification. My Commission Expires: Name: (Seal) Notary Public 11 Market: South Florida Site No.: Fl2862-C Site Name: Big Pine Key Exhibit A - The Premises Exhibit B - Nextel Proposal Letter Exhibit C - Insurance Exhibit D - Memorandwn of Agreement Exhibit I - Interference Agreement ...-........"'.:_~...". Proposed Exhibit List 12 Market: South Florida Site No.: FL2862-C Site Name: Big Pine Key --.- -._.,..._~~ EXHIBIT "A" THE PREMISES Sketch of Description ($C.'U I' - <<17 SITE LEGAL DESCRIPTION ~, L~I l. SECIIOH 32. 10_ M SOU"'. ~1oHC( JO (AST. SOUHO(Il BY ll<( HICN ..". UNES Of' ll<E AIlNIIIC 0CENl ,lH() IH( OAF Of' IIOOCO: LESS IH( RlOtr-or-....,.. ,.()IIt STAt[ ItOAQ NO. S (U.s. NO. 1). JI'tR: STAn: OF FlORlOA DO'NtT- W(Hr " ':7..~rAnoH IftOCf-CW'-WAY ..~ stencH IOOJO. SHEET 12 or 22. DAlEO 3-21-10). ~ CClUHIY. I\.ClRIOA. CONI.......: "" IoCRtS I/Ollf: OR LEss. Notes : '. l14S SUlM:Y DOES NOT R(f\LCT Oft llEf(lIUIN( 0WNEIlSHIP. :. I(MlHCS ('" SHe_I Nl( BASED ON N< ASSUI'ED 1I(....tH<; or H.S" c."O'Z'"[' rOR 1H( COH[AuNE OF v.s. NO. , P(R o.o.r. RIQU-or-WA.Y "loP SECtIOH 9OOJO. SHEEI '2 Of' 22. DAl(O 3-21-SQ. 3. 3E.NCHUMK IIftf'tItDrfa:: ~AROHAL C1E0D(1'IC SUR~ l.lL ..,,,'". PASS ClSIC .. CONe. AI...... 0lQ Of' SEIo(H IIU IlRlDCX. ~v...1'K)H - %0.31 fEtT H.C-V.D. OF 1129. ~_S SHOwH H(REON wtRl: NOI '8Slll.ICl(O rOll lItCHIS-Of' WAY '" wtU(HTS or ~(COAD. !. NOr v..uo 'Mn..our nc: SlCNAI'lJR( /!MO ntE ~ kAlSro S[.,l(" OF . "-ORIOA UCO<SED SUIIIo(YOft N<<J _It. .. :..<<_OUNO UI1UI1ES N<O ~IS NOr lOCArm. .. ~ MIa< IS or A SPEone P\MPDSIE MIoU Of' _AS rOR PllOPOSCO ::illUUII (OUIPW(Hr. tHE SlCtTO< IS A SKEIOl Of' LEC.ot. O(SCIlIPIIOH :>o..T. NIO IS NOI TO II( ACC(I'l(O os .. .OUND....T SURIo(T. ~ COOltOlN4fES FOR CENTER' or txrsi1Hc: rcwo Nt( AS rOlJ..C)WS: ""-"0 tt27: 24. 31' 0'.''" H. ......nlUOC. .,. ". ~.5. w. L.ONCINOE "'loAO ttU: 2.' ,to oz.,. M. ,-",n1'\lOE. .,. ". ~... W. LOHCrRIO( COOROIHATES ....( 8ASO) ON POST -1'IlOCaS(I) c:.P.s. oeSElIV"IlOHS. "'t _.cIVROlS sPtCFlC/ollOHS (()II IH( C.P.S. ~(COVEll USED STArn .. _ZOHT.ot. .cQJfUC< OF 3 TO 5 WETEIIS: frHoCH [au.u ~rn..y 11') TO I' "1:(T. I ~ Me NO fA( N'IO<<NC rs OR Jtt$IDCHCXS 08$(R\O) IN n<<s "'tA- .'1 ::M;S ..wQP(,nv UES ...1'HtH 1\.000 lOH( - -. IAS( nooo D..EVAnoH '" '. P(JI FOl(.... (I.I(IIC[HCY .....ACOlOfr .o<<HCYS "-000 "SURNlCE U,rt MAP , . OAItO n. we...,. HICH .Am UN( tl[VAnoH . 1.2 n. N.c.v.o. 112' ~ M'CR- "._ PlIO\OOEO IT "-OItlOA DEPMl"EHT Of' 04_0...ot. PlOOlEC- l'O<. DEP...._Hr or SUK\otWOC AND ..-. T'lUHASsa. .IJIlrSOIC_.ot. 1lE:1I.N<DS 1IIHlOC ....T (lIISl ON 011 Nl<lUHO _IoU SllE 001( NOI LOCAlED AS P...., Of' ll<lS _Io(T. .:!. .oca:SS IS ~o "'" 1<'1(\. COU........cA1lOHS PEMUN<r ro lEAS( .IQtUN(H r VII 1H N()HtItCX COUN rY. nOAGA. 13 .-.~-. ,- -....-.... ., ~ -'.~.i'''':~.lii~ Markel: South Florida Site No.: FL2862-C Site Name: Big Pine Key 3,1G.-- .;:';~.t/.~ /::.01 r L- ;:;.S't:-~ c.. EXHIBIT "An continued THE PREMISES '- - - , ....... DETAIL OF TOWER SrrE SCALE 1" = 10' ....- / / / / / I I I I ~ IX '). I I \ I \ I \ ~"./ \{~ . QQ;-V 0'1.. \ t. , 0'/ , L.,,'<J. . -) . \ / , \ \ 1.5' X 1.5' X 1.5' STEEL 'C, \ COMMUNICA TIONS TOWER ~ APPROX. 250' HIGH+/- ~'. ~\ be -~---- >\y -- -<. . .. -.x ,. x ,. CONe. ~. /'C/MR SASe /' r......... ~,/ ....... X"::> // '/ // , _.-APPRO;( EDGE , THICK VEGETA TION \ \ \ , - \ STeel AM V'l ~" _ CHOR WIRE. ~ \ ,,__S ~ \ ';Xl <f, \ .., ^ \ 15.5 X 10 X 10 HIGH ___ \ PRE -FAB. EOUIP. ROOM ~----'4' ABOve GROUND I ............., ~ \ - I .......... '.J- X t..J- .: .~-'. CONe. COte/UN I -'~,;... roWER I .~ .. be ':~ SfTE ,\: '). \ ~'~'"':''' ..A.~:~ .. II ..~,.;. ___"1\ or,. . Sl~r\ .~.. \ I ~. . .._0"" ')' -"f......G/-I( \ I .---.,. \ I \ be \ \ I \ X ,,::>' \ \~ \ I APPROX. EDGE '. \. M ~ \ I THICK VEGETATION............. ' \. ~ ~ \ I ......~, \ \% ~ \ I \ :f:?' \ <:>\ \ \ :0 \.. '). '\ '\ \ 't X "::>~ '\ \ \ \ ,,::>' \ \ \ X \ \ \ \ ~ \ \ \. \ ~ \ \ , \ \ \ '. \ \ SIte 8encIYnlll1c TOP or CONe. TO~ Il^SE ./ H'lT. Of' EOUlPIoIEHT aoc. ./ w:v. - 5.50 flU H.r~v.o. ,/ '? X"::>' ~\ V'l '::I V'l "J:, t'\ r- r- ':xl o o 7- .... ~ N :. 0 ( RG (. ~1" tRACt; I 35 ~ +- 14 --'.-............""....~~~"'...:;;. Market: South Florida Site No.: FL2862-C Site Name: Big Pine Key EXHIBIT "B" NEXTEL PROPOSAL To: Mr. :\onn Leggett, Director Emergency Communications Dept., Monroe County Date: February 15,2000 RE: Nextel Communications Modification and Use of Monroe County Tower SUBJECT TOWER SITE 1) County Site Name - West SununerIand Key, FL; Mile Marker 32, US 1 Existing 370' Guyed Tower to be replaced with a 350' self-supporting lattice tower Nextel Site Name - FL 2862C Big Pine Proposed Nextel Antenna Location 300' Rad Center REPLACDIENT AND CONSTRUCTION OF TOWER SITE At no cost to County, Nextel shall (i) construct a new self-supporting tower structure at the County tower site; (ii) construct two (2) new equipment shelters for use by County and Nextel consistent with the attached Exhibit "A" , and; (iii) develop the Tower Site for use by others. The Tower Site shall consist of the Tower, the two (2) unmanned equipment shelters for use by the County and Nextel, the parking area, and the perimeter fence around the Tower Site area. Nextel shall construct the replacement Tower with sufficient tower loading capacity, as may be necessary to accommodate use by the County, Nextel and by three (3) additional telecommunication providers. Nextel shall prepare, at its expense, in joint participation with the County, all necessary drawings and plans, which County shall have the right to approve, and County agrees to P!!rticipate in the filing of all required applications with the appropriate zoning authority to secure the proper zoning and lor site planning of the Tower, the Tower Site and use of County's property as may be required for this intended use by County and Nextel. Nextel shall prepare and County agrees to make and file in joint partic!I?ation with Nextel, all required applications with the Federal Aviation Administration ("FAA") and secure all requited FAA approvals. Nextel shall be responsible for those construction costs generally associated with the project as contemplated herein, such as surveys, tests, engineering drawings or other expenditures reasonably considered necessary to complete this project. ~otwithstanding, Nextel shall reserve the right, in its sole discretion, prior to the commencement of this project, to refuse to accept any such expense or complete a condition of approval that it deems to be unjust or unreasonably expensive under the circumstances. Nextel's wunanned equipment shelter shall be suitable for its purposes for its telecommunications equipment. Should County notify Nextel in writing thirty (30) days prior to the tennination of the Agreement that the continued presence of the equipment shelter shall be necessary, Nextel shall have the option. at its sole discretion. to either convey the equipment shelter to County, or to construct a new equipment shelter of similar or like quality of the existing equipment shelter. Upon completion of the replacement Tower, Nextel will remove County's existing antennas and related equipment (including cabling) and re-install those antennas and related equipment on the new Tower. Within a reasonable time thereafter. :\extel at its expense, will dismantle the County's existing tower for County's disposition or locate the dismantled tower anywhere in Monroe County, as directed by the County. County may retain any salvage fee that may be recouped for these items. 15 .'-",....,>.............._~~-~' ......,.-.c~,~.:...: "'-:'::'-'':::;;:::';;:;''':''~'~..:.;... Market: South Florida Site No.: FL2862-C Site Name: Big Pine Key Nextel agrees that, upon completion of installation, title to the Tower and the County's urunanned equipment shelter shall immediately vest in County, and title shall remain thereafter with County and become a part of, and affixed to the real estate. Thereafter. Nextel shall be relieved of any and all responsibilities and obligations in connection with the-Tower or the County's unmanned equipment shelter. Upon the termination of the Lease, Nextel shall remove its personal property and fL,,<tures from the Tower and Tower Site. USE OF TOWER BY ;\'EXTEL County will lease to Nextel, via separate lease, tower space and ground space necessary to enable Nextel to erect, maintain and operate its equipment shelter and communications system The tenn of the lease shall provide for an initial five year tenn with four five year extensions which will automatically occur. Commencing upon receipt of the Certificate of Occupancy, Nextel will pay the County an annual rent in the amount ofSI8,OOO.00 for the first year. Each additional year's rental payment shall be increased by 4%. Maintenance will be perfonned as follows: (i) Nextel will maintain its antennas, transmitting equipment and equipment shelter; (ii) County will maintain the Tower, its equipment shelter and Tower Site, and; (iii) County will act as the Tower Administrator and will agree not to allow any future user of the tower or tower site to cause interference with Nextel' equipment or operation. REIMBURSEMENT TO NEXTEL In consideration ofNextel constructing the Tower and Tower Site and providing the equipment shelter to the County, all at no expense, in lieu of the above referenced a~ual rent, the County shall be paid an annual rental of Ten and No/lOO Dollars (SlO.OO) until such time as Nextel has been fully reimbursed for fifty percent (50%) of the accepted Bid Price for this project. For this purpose, Nextel shall agree" to forgive one half (112) of the accepted Bid Price, not to exceed $500,000.00. After Nextel has been fully reimbursed, as contemplated herein, Nextel will commence paying the full annual rental at the then existing rental amount increased by 4% per year from the lease commencement date. Nextel will be entitled to a reimbursement credit by the County for the work perfonned on the Tower until the full amount of the credit has been received. For this purpose, the work shall be restricted to that which is directly related to the cost of the Tower, permitting and actual construction perfonned on the Tower and Tower Site. Nextel will submit detailed expense reports to the County to substantiate all reimbursable related expenses. Nextel will be entitled to a capital contribution in the amount of S50,000.00, from any additional carrier that is permitted on the Tower to offset the cost of the Tower, permitting and construction, which capital contribution will be applied against the credit for the Tower and Tower Site. Any carrier that co-locates on the Tower or Tower Site shall pay the County a minimum lease/rental fee of $2,500.00 per month. Forty Percent (40%) of any such fee shall be payable to Nextel and applied towards the reimbursement of Nextel's Tower expenses as specified above. Subsequent to the full reimbursement to Nextel' all income generated by any co-location at the Tower Site will be retained by the County. 16 ~';"":'~~~_lIoo"':':'~":">-'~''f:,':.,:,,:-,.:,,:,:,,-:,;~:: 1", Market: South Florida Site No.: FL2862-C Site Name: Big Pine Key EXHIBIT "cn INSURANCE ( See Attached ) 17 . Af~f.I~I.. C:E'RlTl:EICATE ,OF INSURAN CE .~a.t.,"",,_ .:-t,..-..;:'. PRODUCER. MARSH USA INC. 44 WHIPPANY ROAO MORRISTOWN. NJ 07962-1966 ~ . '".-.. ....-.'- -~""'')..., ~ .-.. - . ....""~..,.......~-~ ~b""'''''''''~'~' DATE (MM/DDIYYI THIS CERTIFICATE IS ISSUED AS A MATTER OF ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. COMPANIES AFFORDING COVERAGE COMPANY A TRAVELERS INDEMNITY COMPANY OF ILLINOIS INSURED NEXTEL COMMUNICATIONS, INC 2001 EDMUND HALLEY DR. RESTON, VA 20191-3421 COMPANY B TRAVELERS INDEMNITY COMPANY OF AMERICA COMPANY C TRAVELERS INDEMNITY COMPANY OF CONNECTICUT COMPANY D CHUBB INSURANCE COMPANY OF NEW JERSEY ....Cl'I(.EltAGE:~~~~\;,'!tii~.'~~~-~."..,.,..<,,;;;;...t,~~~. ~.."_...__..._.._. '!~~~""'iili;'." ..._, "" .~~~lm..t!P.S..I!!SLlfW!~L. _.__!OO",~I1i_... . ~~ ~~, 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 CONDIT10N OF ANY CONTRACT OR OTHER DOCUMENT IMTH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFOROED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDIT10NS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID ClAIMS. I CO I LTR, A I GENERALUABlUTY iTJ-GLSA-752G226A ~COMMERCIAL GENERAl. LIABIUTY i . . . ClAIMS MADE l~ OCCUR i I """'''' & ~...., I A AUTOMOBILE UABlUTY IT J-CAP-752G2271 (NS) B X ANY 1JJTO TH-CAP-752G2283 (TX) X AlL QY,NED AUTOS I Xx SCHEDULED AUTOS I HIRED 1JJTOS X NON"()~ED AUTOS nGARAGE LIABILITY I GARAGE UABlUTY ! 02105/00 i POUCY EFFECTIVE POUCY EXPIRATION : DATE (MMIODIYY) DATE (MMIODIYY) :$ 2.000,000 2,000,000 1,000.. 000 1,000,000 1,000,000 10,000 TYPE OF IHSURAHCE ~ POUCY NUMBER : 02105100 i I 02105/00 ANY 1JJT0 vrsf-- I I I i I 02105/00 i 102105/00 I I I I o EXCESS UABlUTY C X UMBRELLA FORM OTHER TlWl UMBRELlA FORM WORKERS COMPEHSAT NAND EMPLOYERS' UABlUTY ITVYAE-UB-116D6409 ! lliE PROPRIETOR! PARTNERSIEXECUTIVE I OFFICERS ARE: I OTHER I r' lHCl ~ n EXCl: j02l05/01 I I I I I i 02105/0 1 102105101 i i i I I 10.~~5/01 02105/01 UMITS GENERAl AGGREGATE PRODUCTS - COMPIOP AGG ; $ PERSONAl & ADV INJURY ; $ EACH OCCURRENCE . $ FIRE DAMAGE (Any one lire, ! $ MED EXP (Any one person, . $ COMBINED SINGLE LIMIT ; 1$ 1,000,000 BODILY INJURY (Per person) BOOIL Y INJURY (Per accidenI) $ PROPERlY DAMAGE I 1$ AUTO ONLY - EA ACCIOENr ! $ OlliER THAN 1JJTO ONLY: ~1:~~fiE~:~~2~j EACH ACCIDENT $ AGGREGATE $ EACH OCCURRENCE $ $ i$ 4,000,000 4,000,000 AGGREGATE X STAnTrORY UMITS EACH ACCIDENT $ DISEASE - POlICY UMIT $ OISEASE - EACH EMPLOYEE i $ i I I i DESCRIPTION OF OPERATlONSJlOCATlONSNEHICLESISPEClAllTEMS UMITS MAY HAVE BEEN REDUCED BY PAlO ClAIMS AND MAY HAVE DEDUCTIBLES OR RETENTIONS. CEPTWORKERS COMPENSATION, THE CERTIFICATE HOLDER NAMED BELOW IS INCLUDED AS AN ADDITIONAL INSURED IF REQUIRED BY EASE OR CONTRACTUAL AGREEMENT. Temp. Cert. of Ins.-For lease Exhibit valid through 8/2 0 permanent issued w/lease commencement FL2862C MiMkr. 34.7-Spanish Harbor Key F ~;...~,f~St~J1g.~~~~,:1~:g;;.~~~i~~ii:~::::~~j;1~~~;:A':~i~: .:.". SHOULD AHY OF THE ABOVE DESCRIBED POlICIES BE CANCElLED BEFORE THE EXPIRAnoN DATE THEREOF, THE ISSUING COMPAHY Will ENDEAVOR TO MAll ~ DAYS WRITTEH NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, IUT FAIlURE TO MAIL SUCH NOTICE SHAll IMPOSE NO OBlIGATlOH OR UABlUTY OF AHY KIND UPOH THE COMPAHY, ITS AGENTS OR REPRESENTATIVES. UlIClIIIlDIIk.._ BIIBUlMOOlX / '-0 n Robert S. Fissel I'---'\..) ~ ,~.'.ry:.-f':'-.~':..'.. ',. .:.... ,:,.",;.;:.,,;,,<..,..., . ..".,....-'...". }!l':r'. '.,'4"'''':r, '.":1-";:-;...e.:. ~':"'.'," }ar~~."''''''41?,\,..;''''.:!''';h~';''''i''~-';:}~~~';,n~:':<<.;o. ACOROO2S';$ 3193 ,':':~,'~1/G;!,t..::-.. ,<:~:':;' !.~'.:iy. ....~::,.'-:",\i.:::....,~::{:. '.. ~;.,..~. ,1~~,:r.~.;;4,~~'< r;..';f..:~f($~It~~i~.;1;..\j.:;;;;t ~..'A~O'RDICORROR'A-n'ON'f99 c.~~~J.E~~~H..?~~~{~:nf);:~, .~::i.~,~:i:~:;,:,;'&;~:.. Monroe County BOCC 5100 College Road Key West, FL 33040 2 " '~"""'""",~..~......_.~......-. ., v.... "_", .......... ............-.,."...........'"....._~. IMY-13-S9 14:18 From: T-98S P.19/Z4 JQ~11D , . . 1 m 1:4'}doa RISK MANAGEMENT POLICY AND PROClWIlRES co~cr ADMINISTRATION MANUAL General IxLsut=lnce ReqUirements for Other Contractors and Subc:ontnctors As a pre-requisite ofthc work governed. or the goods supplied under this contract (mcluding the pIl>staging of personnel and material). the Contractor shall obtain, a.t bisIher own expense. insurance as speclfic4 in any attached schedules. which are made part of this contract. The Cantra.ctor'wi.IJ. ensure that the insurance ob~ will extend protec:tion to :all Subcontracton: engaged by the Contractor. As an altemative.. the Contractor may require all Subcontractors to obtain i.nsur:mca ~ with the :Lttached :ohedull!$. .... The Contractor will ~t be permitted to commence work governed by ~ eontm.et (including pre.staging ofpcrsonncl and material) until satisfactory evidence of the r~uired insurance has been:fumished to the County as specified below. Delays in the commencement of work, resulting from the failure of the Contractor to provide satisfactory evidence ofthc required insUrance. shall not exrcnd deadlines specifial in this cont:raCt and any penalties and failure to perform assessments shall be imposed as if the work commenced on the specified date and time. ~pt for the Contractor's failure to provide satisfactory evidence. The Contractor shall maintain the required insurance throughout the entire term of this contract and any extensions specified in the attached schedules. Failure to comply with this provision may result in the immediate suspension of all work until the required insurance has been reinstated or replaced. Delays in the completion of work resulting from the failure of the Contractor to maintain the required insurance shall not extend deadlines specified in this contract and any penalties and failure to perform assessments shall be imposed as if the work had not been suspended, except for the Contractor's failure to maintain the required insurance. The ConCIactor shall provide, to the County. as satisfactory evidence ofllie required insurance, either: ... ~.> .... .:' . Certificate of Insurance or .. A Certified copy of the Z1.ctual insurance policy. The County, at its sole option, has the right to request a certified copy of SJly or all insurance policies required by this contract All i..c.sutance policies must specify ~ they are not subject to cancellation. non-rene~ . mareria.l change. or reduction in cov~e unless a minimum otthiny (30) days prior noti1icanon is given to the County by the insurer_ The acceptance and/or approval of the ContraCtor's insurance sha.ll not be canstnled as relieving the Contractor from my liability or obligation assumed wider this conttact or imposed by Jaw_ Admj"i$U'fJion Insuuction 14709.2 14 .. "-'''' ~:-.~.~ ........:~.~_......-..."'--...- ..~ ......_~.._~. MAY-13-99 14:19 Fro.: - T-SBS P.20/24 Job-lID , " . '. ... 199& ~ The Monroe County Board of County COTTlm;~sioners. its employees and officials will be included as II Additionallnsurcd" on all policies. except for WotXas' CO~tion. ~ .Any de.viations from tht:se General InSUrance RequiIements must be requested in writing on the County prepa:ed form entitled "Request for Waiver ofInsunncc Requirements" and approved by Monroe County Risk Management .... .. ~... - .-- Mministro1Lion Insuvction .-4709.~ IS i .-' ._--,~_~",,-,:,%;.~~,,,;,;,,;,~,,,,,,,,-,,,;,:,,,,";'-';~~~"'''I''''''''Y>~~; 1996 Edition GENERAL LIABILITY INSURANCE REQUIREMENTS FOR CONTRACT BETWEEN MONROE COUNTY, FLORIDA AND - Prior to the commencement of work governed by this contract, the Contractor shall obtain General Liability Insurance. Coverage shall be maintained throughout the life of the contract and include, as a minimum: . Premises Operations . Products and Completed Operations . Blanket Contractual Liability . Personal Injury Liability . Expanded Definition of Property Damage - The minimum limits acceptable shall be: $1,000,000 Combined Single Limit (CSL) If split limits are provided, the minimum limits acceptable shall be: $ 500,000 per Person $ 1,000,000 per Occurrence $ 100,000 Property Damage An Occurrence Form policy is preferred. If coverage is provided on a Claims Made policy, its provisions should include coverage for claims filed on or after the effective date ,of this contract. In addition, the period for which claims may be reported should extend for a minimum of twelve (12) months following the acceptance of work by the Coun~.. The Monroe County Board of County Commissioners shall be named as Additional Insured on all policies issued to satisfy the above requirements. GL3 Administration Instruction 114709.2 56 ..~..'~.- ,;.,.,....:'-.,...."'.........-. -.......-...:,..............;......;~~.:.;., 1996 Edition VEHICLE LIABILITY INSURANCE REQUIREMENTS FOR CONTRACT BETWEEN MONROE COUNTY, FLORIDA AND Recognizing that the work governed by this contract requires the use of vehicles, the Contractor, prior to the commencement of work, shall obtain Vehicle Liability Insurance. Coverage shall be maintained throughout the life of the contract and include, as a minimum, liability coverage for: . Owned, Non-Owned, and Hired Vehicles The minimum limits acceptable shall be: $1,000,000 Combined Single Limit (CSL) If split limits are provided, the minimum limits acceptable shall be: $ 500,000 per Person $1,000,000 per Occurrence $ 100,000 Property Damage The Monroe County Board of County Commissioners shall be named as Additional Insured on all policies issued to satisfy the above requirements:' VL3 Administration Instruction #4709.2 83 '._ ~'. ',' ..,....-;..._.-.-,-.....................~.,r_. ~-................~, 1996 Edition WORKERS' COMPENSATION INSURANCE REQUIREMENTS FOR CONTRACT BETWEEN MONROE COUNTY, FLORIDA AND Prior to the commencement of work governed by this contract, the Contractor shall obtain Workers' Compensation Insurance with limits sufficient to respond to Florida Statute 440. In addition, the Contractor shall obtain Employers' Liability Insurance with limits of not less than: $100,000 Bodily Injury by Accident $500,000 Bodily Injury by Disease, policy limits $100,000 Bodily Injury by Disease, each employee Coverage shall be maintained throughout the entire term of the contract. Coverage shall be provided by a company or companies authorized to transact business in the state of Florida. If the Contractor has been approved by the Florida's Department of Labor, as an authorized self- insurer, the County shall recognize and honor the Contractor's status. The Contractor may be required to submit a Letter of Authorization issued by the Department of Labor and a Certificate of Insurance, providing details on the Contractor's Excess Insurance Program. If the Contractor participates in a self-insurance fund, a Certificate of Insurance will be required. In addition, the Contractor may be required to submit updated financial statements from the fund upon request from the County. we1 Administration Instruction #4709.2 88 .'. ...:"..... ..~_r........ ..;'..~.. ~ ~ '..... - - ":~':'.~""'''':: --..--. 1'aiaiai MAY-I 3-99 14:Z0 From: T-9BS P.Z4/Z4 Job-lID . r . . '. - . .:", 1996 EdjcOon MONROE COUNTY, FLORIDA RISJC MANAGEMENT POLICY AND PROCEDURES CONTRACT ADMINISTRATION MANUAL Indemnification 2nd Hold Harmless for Other ConCractors 2nd Subcontrac.tors The Contractor covenants and'agrees to indemnify and hold harmless Monroe County Board of County Commissioners from any and all claims for bodily injUl)' (including death), personal injury I and property damage (including pro~My owned by Monroe County) and any other losses, damages.. and expenses (including attorney s ~) which. arise out of. in connection with, or by reason of services provided by the Contractor or any of its Subcontractor{s) in any tier, occasioned by the negligence, errors, or other wrongful act or omission orThe Contractor or its Subcontra.cton; in any tier, their employees, or agents. In the event the completion of the project (to include the work of others) is delayed or suspended as a result of the Contractors failure to purchase Or maintain the required insurance, the Contractor shall indemnify the CountY from any and all increased expenses resulting from such delay. The first ten dollars ($ 10.00) of remuneration paid to [he Contractor is for the indemnification provided for above. The c~Lent of liability is in no way limited to, reducedl or lessened by the insurance requi.ements contained elsewhere within this agreemenL .. ....... 4":'. TCS Adrninislr.I.tiQR (cu;tnJCliQn U4709.2 . . 97 . v ~.. ""...._..._"""'-...,. Market: South Florida Site No.: FL2862-C Site Name: Big Pine Key PREPARED BY: Paula Hickman. Esq. Nextel South Corp. 2201 Lucien Way Suite 200 Maitland. FL 32751 RETUR..'< TO: Alan L. Gabriel. Esq. 2455 East Sunrise Blvd., PHE Ft. Lauderdale. FL 33304 Exhibit "D" MEMORANDUM OF AGREEMENT This Memorandum of Agreement is entered into on this day of , 2000, by and between MO~'ROE COUNTY, FLORIDA, a political subdivision of the State of Florida with an address at 500 Whitehead Street, Key West, Florida 33040 (hereinafter referred to as "COUNTY") and NEXTEL SOUTH CORP., a Georgia corporation, d/b/a Nextel Communications, with an office at 851 Trafalgar Court, Suite 300E, Maitland, Florida 32751 (hereinafter referred to as "LICENSEE"). COUNTY and LICENSEE entered into an Agreement ("Agreement") on the day of 2000, for the purpose of installing, operating and maintaining a radio communications facility and other improvements. AlI of the foregoing are set forth in the Agreement. The tenn of the Lease is for five (5) years commencing on ,2000, ("Commencement Date"), and terminating on the fifth anniversary of the Commencement Date with four (4) successive five (5) year options to renew. The Real Propeny which is the subject of the Agreement is in Monroe County, Florida, described in Exhibit A annexed hereto. The portion of the Real Property being leased to LICENSEE (the "Premises") is described in Exhibit B annexed hereto. IN WITNESS WHEREOF, the parties have executed this Memorandum of Agreement as of the day and year first above wrinen. Signed, sealed and delivered in the presence of: MONROE COUNTY, FLORIDA, a political subdivision of the State of Florida: ~:-""~.. . '-. ..,,. -., .. '~..,... ~... ,.-:- :~, !' :0 ~ - '.' . .-1 . -':I;'~ :-: :~~ By: Witness Print Name: Print Name Title: Witness Print Name: 18 - .'-." -~ k' ......_ ...._ _ _...._--........... Market: South Florida Site No.: FL2862-C Site Name: Big Pine Key STATE OF FLORIDA COUNTY OF MONROE The foregoing instrument was acknowledged before me this day of , 2000, by . the of MONROE COUNTY. FLORIDA. a political subdivision of the State of Florida, on behalf of Monroe County, who is personally kno\\n to me or who has produced as identification. WITNESS my hand and official seal. Notary Public Print Name My conumssion expires: LICENSEE Signed, sealed and delivered in the presence of: NEXTEL SOUTH CORP., a Georgia corporation d/b/a Nextel Communications ~~;I>J-':"--' -.,~~.r~. ~F'~.f~" -~1\.--j~ 1.; ';"~"~' ~\Jr-\'" r. '.'I'-Y-~'!~ .... -.~ - .,,~. -..( 1. · . '-.. . I l"lIU j' ..... ,t y-' .! . - t ;~. ~ ". [;,..\i ~!~I 1 '.,-!~ ~t.". .-." 1...,"~~i 11 t ,~~\l-VV. Witness Print Name: Print Name: John Cafaro Title: Vice President Witness Print Name: .' STATE OF Georgia COUNTY OF The foregoing instrwnent was acknowledged before me this day of , 2000, by John Cafaro, as Vice President of Nextel South Corp., a Georgia corporation, d/b/a Nextel Communications who is personally known to me or who has produced as identification and who did (did not) take an oath. WITNESS my hand and official seal. Notary Public Print Name My conumssion expires: 19 .--.-"'--....... -..-....._--~...,;~.::.~.,; Market: South Florida Site No.: FL2862-C Site Name: Big Pine Key EXHIBIT "I" INTERFERENCE AGREEMENT INTERFERENCE/CONFLICTS LICENSEE shall, at it's own expense. maintain it's equipment on or attached to the Premises in a safe condition, in good repair and in a professional nunner, suitable to Monroe County and in accordance to any County, State or Federal laws and regulations. LICENSEE's equipment shall be installed and maintained in a manner so as not to conflict or interfere with Monroe County or any other entity utilizing the facility. IN THE EVENT OF INTERFERE~CE: 1. The entity being affected by the interference wiII notify the Monroe County Emergency Communications department. 2. The Monroe County Emergency Communications Department in joint participation with the entity being affected will respond within 24 hours to the facility and begin analysis of the problem 3. . Upon identification of the interference source, the responsible entity will be immediately contacted, followed with a written notice. 4. The LICENSEE, lessee or user responsible for the interference will within 24 hours begin all steps necessary to correct and eliminate the interference at their expense. 5. Should the interference not be minimized within 72 hours or eliminated within 30 days, Monroe County may elect to terminate this Agreement or correct the interference problem at the LICENSEE's, licensees or user's expense. 6. LICENSEE shall operate the LICENSEE's Facilities in a manner that will not cause interference to COUNTY and other tenants or licensees of the Property, provided. that their installations predate that of the LICENSEE's Facilities. All operations by LICENSEE shall be in compliance \\;th all Federal Communications Commission ("FCC") requirements. 7. Subsequent to the installation of the LICENSEE Facilities, COUNTY shall not pennit itself, its LICENSEEs or licensees to install new equipment on the Property or property contiguous thereto owned or controlled by COUNTY, if such equipment is likely to cause interference with LICENSEE's operations. Such interference shall be deemed a material breach by COUi'ITY. In the event interference occurs, COUNTY agrees to take all action necessary to eliminate such interference, in a reasonable time period. In the event COUNTY fails to comply with this paragraph, LICE;-':SEE may tenninate this Agreement, and/or pursue any other remedies available under this Agreement, at law, andior at equity. LICENSEE has satisfied itself and hereby represents and warrants to Monroe County that no such obstruction or interference with transmitting or receiving shall result to Monroe County or other licensees, LICENSEEs or users located at the facility. LICENSEE agrees to indemnify hold hannless and defend Monroe County against any damage, including attorney's fees. arising out of such obstruction or interference \\ith respect to uses which are in effect as to the date of this Agreement. 20 O.M.B./Purchasing YesD NoD / County Attorney ~ Yes&rNoO ~. :]- ?--a. y Comments:~ ~ f7Yl(? 2 ) ~- z( 0 j MONROE COUNTY BOARD OF COUNTY COMMISSIONERS CONTRACT SUMMARY Contract # Effective Date: Expiration Date: Contract PurposelDescription: Replace and improve Monroe County's Grassy Key Tower and Communications facility at Nextel South Corp. 's expense. -S TO pfiJ b Contract Manager:G. Norm Leggettffi't- 6035 (Name) (Ext.) Contract with:Nexte1 South Corp. Emergency Communications/# 16 (Department) / Courier Stop for BOCC meeting on 4/19/00 Agenda Deadline: 4/5/00 CONTRACT COSTS Total Dollar Value of Contract: $N/A Current Year Portion: $ Budgeted? YesD No D Account Codes: _ _ _ _ Grant: $ County Match: $ ADDITIONAL COSTS Estimated Ongoing Costs: $ _/yr For: (Not included in dollar value above) (eg. maintenance, utilities, janitorial, salaries, etc.) CONTRACT REVIEW Division Director c~anges ~ WJ~ Nee . . er ..5 D Yes[J2fNy . 5/1#P Yes~O o/~ ~11>'0 Date Out ~~oc WOO Risk Management Market: South Florida Site No.: FL2861A Site Name: Marathon AGREEMENT BETWEEN MONROE COUNTY, FLORIDA AND NEXTEL COMMUNICATIONS (Site Location: Grassy Key) This AGREEMENT (the "Agreement") is made and entered into this day of ,2000, by and between MONROE COUNTY, FLORIDA. whose address is 500 Whitehead Street. Key "'est. Florida 33040 (hereinafter referred to as "CO{)1\;TY") and NEXTEL SOUTH CORP.. a Georgia Corporation d/b/a Nextel Communications with an address of 851 Trafalgar Court, Suite 300E, Maitland. FL 32751 (hereinafter referred to as "LICENSEE"), COUNTY is the owner of certain real property (the "Real Property"), a 250' guyed communications tower and communications equipment facility located at Mile Marker 57, US I, Grassy Key, Monroe County, Florida (the "Tower Site"); and COUNTY currently owns a 250' guyed communiations tower erected on COUNTY's property and the existing tower, pursuant to this Agreement shall be dismanteled and entirely replaced by LICENSEE with a 250' self supporting tower ("Tower"); and COUNTY is willing to license to LICENSEE, approximately 450 square feet of the designated portion of the Tower Site (the "Building Space") and space on the Tower (the "Tower Space"), (the Building Space and the Tower Space are collectively referred to as the "Premises" and shall be shown on Exhibit "A", attached hereto and incorporated herein), subject to the terms and conditions set forth below. In consideration of the foregoing premises, the Nextel Proposal (attached hereto as Exhibit "B" and incorporated herein) and the license fees and mutual covenants contained herein, the parties agree as follows: I. REPLACEMENT AND CONSTRUCTION OF TOWER SITE. A. At no cost to COUNTY, LICE:\SEE shall (i) construct a new self-supporting tower structure at the COUNTY Tower Site; (ii) construct two (2) new equipment shelters for use by COUNTY and LICENSEE consistent with the attached Exhibit "A", and; (iii) develop the Tower Site for use by others. The Tower Site shall consist of the Tower, the two (2) unmanned equipment shelters for use by the COUNTY and LICENSEE, the parking area, and the perimeter fence around the Tower Site area. LICENSEE shall construct the replacement Tower \\ith sufficient tower loading capacity, as may be necessary to accommodate use by the COUNTY, LICENSEE and by three (3) additional telecommunication providers. B. LICENSEE shall prepare, at its expense. in joint participation with the COUNTY, all necessary drawings and plans, which COUNTY shall have the right to approve, and COUNTY agrees to participate in the filing of all required applications with the appropriate zoning authority to secure the proper zoning and lor site planning of the Tower, the Tower Site and use of COUNTY's property as may be required for this intended use by COUNTY and LICENSEE. All utilities, including electrical service, for each building shall be separately metered and each party shall be solely liable for its utility expenses relating to its respective installation and equipment. C. LICE:\SEE shall prepare and COUNTY agrees to make and file in joint participation \\ith LICENSEE, all required applications with the Federal Aviation Administration ("FAA") and secure all required FAA approvals. 1 Market: South Florida Site No.: FL2861A Site Name: Marathon D. LICENSEE shall be responsible for those construction costs generally associated with the project as contemplated herein, such as smveys, tests, engineering drawings or other expenditures reasonably considered necessary to complete this project. E. LICENSEE's unmanned equipment shelter shall be suitable for its purposes for its telecommunications equipment. Should COUNTY notify LICENSEE in writing thirty (30) days prior to the tennination of this Agreement that the continued presence of the equipment shelter shall be necessary, LICENSEE shall have the option, at its sole discretion, to either convey the equipment shelter to COUNTY, or to construct a new equipment shelter of similar or like quality of the existing equipment shelter. F. Upon completion of the replacement Tower, LICENSEE will remove COUNTY's existing antennas and related equipment (including cabling) and re-install those antennas and related equipment on the new Tower. Within a reasonable time thereafter (not to exceed one (1) year from the Commencement Date), LICENSEE at its expense, will dismantle the COUNTY's existing tower for COUNTY's disposition or locate the dismantled tower anywhere in Monroe County, as directed by the COUNTY. COUNTY may retain any salvage fee that may be recouped for this item. G. LICENSEE shall commence construction of the Tower, Tower Site, the LICENSEE's unmanned equipment shelter and the COUNTY's unmanned equipment shelter and its communications equipment within 60 days of receipt of final building pennits to construct same. Upon completion of installation, title to the Tower and the COUNTY's unmanned equipment shelter shall immediately vest in COUNTY free and clear of any liens or other encumbrances and title shall remain thereafter with COUNTY and become a part of, and affixed to, the real estate. Thereafter, LICENSEE shall be relieved of any and all responsibilities and obligations in connection with the Tower or the COUNTY's unmanned equipment shelter. H. COUNTY shall pennit LICENSEE free ingrees and egress to COUNTY's Property to conduct surveys, structural strgnth analysis, radio propagation tests, environmental testing and other activities as LICENSEE may deem necesssary. I. LICENSEE shall cause the approved Tower, equipment shelters and Tower Site work to be done and completed in a good, substantial and workmanlike manner, and in compliance with all legal requirements. LICENSEE shall be solely responsible for construction means, methods, techniques, sequences and procedures, and for coordinating all activities related to the work. COUNTY shall have no duty or obligation to inspect the work, but shall have the right to do so and shall have the right to detennine, in its sole descretion and at its expense, that the construction has been performed in accordance with the approved drawings and has been. performed in the manner required by this paragraph 1. 1. It is understood and agreed that LICENSEE's obligations hereunder, and its license of the Premises, as provided herein, are contingent upon the COUNTY and LICENSEE obtaining, after the execution date of this Agreement, all of the certificates, pennits and other approvals that may be requred by any federal, state or local authorities for the contruction of the Tower, the Tower Site and the equipment shelters and are further contingent upon LICENSEE constructing the Tower within six months of the Commencement Date as describe in subparagraph 2.A although this time may be extended by COUNTY if the LICENSEE is delayed by parts shortages or late deliveries, labor shortages or strikes, natural events (e.g. hurricanes), or regulatory change(s) enacted after the Commcement Date, upon the LICENSEE presenting proof of such delay(s) to the COUNTY. In the event LICENSEE proceeds with construction, said construction must be completed prior to termination as provided herein. TIlE LICENSE 2. COUNTY hereby grants a license to LICENSEE, and LICENSEE accepts the right to use such Premises from COUNTY, subject to the tenus and conditions of this Agreement. The parties shall mutually agree as to where LICENSEE will locate its Building Space, and such shall be reflected in Exhibit "A" which shall seJVe as conclusive 2 Market: South Florida Site No.: FL2861A Site Name: Marathon evidence as to the parties' agreemem to this matter. The parties agree that this Agreement and LICENSEE's obligations hereunder are continger.! upon LICENSEE completing construction ot' the Tower, Tower Site and Building Space as proposed in the al"'..3ched Proposal and plans. and receIving all pennits. approvals and certificates necessary for the use and occupancy thereof. LICENSEE shall use the Premises for the purpose of constructing, maintaining and operatmg a commurucations facility and uses incidental thereto the communication facility, consisting of the placement of commurucating services equipment. mounting of antennas. and installation of coaxial cables (between the communicating services equipment located in the Building Space and the antennas located on the Tower Space), electrical utility service and fiber optic or telephone cables. The antennas and associated equipment are to be mounted on the Tower as mutually agreed to by County Communications. COUNTY also grants to LICENSEE. the non-exclusive right for ingress and egress, on foot or motor vehicle, including trucks, to the Premises and adjacent parking areas. .lIld associated conunon areas seven (7) days a wee~ twenty four (24) hours a day, including normal business hours. t'or installation, maintenance and operation, all at LICENSEE's sole expense, of the Communications Facility, including the installation and maintenance of utility wires, cables, conduits and pipes over, under or along said right or way. 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 COU~TY agrees to grant additional right of way or easement as necessary. COUNTY shall share any existing parking areas for use by LICENSEE adequate to meet the needs of LICENSEE. COUNTY grants LICE1'\SEE the rigilt to use adjoining and adjacent land as is reasonably required during the installation and/or maintenance of the Communications Facility. A. This Agreement is effective upon the date first written above, hereafter the "Effective Date". Immediately after the Effective date, LICENSEE must begin in good faith the process of performing such test. surveys and engineering work necessary to complete the project. and to apply for the permits from the governmental agencies with regulartory jurisdiction over the project. Anyti.rne within six (6) months from the Effective Date. LICENSEE may, in its sole discretion, detennine that it does not desire to proceed with the project. In that case. LICENSEE may terminate this Agreement with a written notice to the COUNTY so stating and this Agreement will tenninate without liability of either party to the other. l'nless terTIllIUted by LICENSEE within the six months provided for in this subparagraph, LICENSEE must proceed \\ith construction of the Tower and related facilities. The date construction of the Tower begins shall be the "Commencement Date". LICENSEE shall provide COUNTY with written notice of the Conunencement Date within five (5) days after the date construction begins. This written notice will become part of this Agreement. Subject to subparagraph 2.B. below, beginning .\y.ith the Commencement Date, and on the anniversary of the Commencement Date thereafter. LICENSEE shall pay COUNTY an annual license fee of Eghteen Thousand Noll 00 Dollars ($18,000.001. payable in advance, plus applicable sales tax. The license fee shall be paid to COUNTY at the address described above or at another place designated by the COUNTY. The license fee for each succeeding year will be increased by 4% over the fee amount for the proceeding year. B. (i) In consideration of LICE)lSEE constructing the Tower and Tower Site and providing the equipment shelter to the COUNTY. all at no expense. in lieu of the above referenced annual rent. the COUNTY shall be paid an annual rental of Ten and NollOO Dollars ($10.00) until such time as LICENSEE has been fully reimbursed for fifty percent (50%) of the accepted bid price for this project. For this purpose. LICENSEE shall agree to forgive one half (112) of the accepted Bid Price, not to exceed $250,000.00. The COUNTY agrees to forgive the license fee set forth in subparagraph 2.A., until the LICF.\SEE has been fully reimbursed for fifty percent (50%) of the accepted bid price for the construcition of the Tower and Tower Site. Capital contributions paid to LICENSEE from co locating wireless service operators shall also be credited toward the reimbursement as provided in subparagraph 2.B.(iii). After LICENSEE has been fully reimbursed. as contemplated herein. LICENSEE will commence paying the full annual rental at the then existing rentai amount increased by 4% per year from the license commencement date. 3 Market: South Florida Site No.: FL2861A Site Name: Marathon (ii) LICENSEE will be entitled to a reimbursement credit by the COUNTY for the work perfonned on the Tower and Tower Site until the full amount of the credit has been received. For this purpose. the work shall be restricted to that which is directly rei:ned to the cost of the Tower, permitting and actual construction performed on the Tower and Tower Site. LICE~SEE will submit detailed expense reports to the COUNTY 10 substantiate all reimbursable related expenses. (iii) LICENSEE will be entitled to a capital contribution in the amount of 550.000.00, from any additional carrier that is pennined on the Tower to offset the cost of the Tower, permitting and construction. which capital contribution will be applied against the credit for the Tower and Tower Site. (iv) Any carner that co locates on the Tower or Tower Site shall pay the COUNTY a minimum license/rental fee of $2.500.00 per month. Forty Percent (40%) of any such fee shall be payable to LICENSEE and applied towards the reimbursement of LICENSEE's Tower expenses as specified above in paragraph 2B(i). Subsequent to the full reimbursement to LICENSEE all income generated by any co location at the Tower Site will be retained by the COUNTY. 3. This Agreement shall be for an mitial tenn 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 fi\.e (5) year terms, and such extensions shall automatically occur unless LICENSEE provides COUNTY wrinen notice of its intention not to extend this Agreement at least SIX (6) months prior to the end of the then current License fee tenn. Ifat the end of the fourth (4'h) five (5) year extension term this Agreement has not been tenninated by either party by giving to the other written notice of an intention to terminate it at least six (6) months prior to the end of such term. this Agreement shall continue in force upon the same covenants. Terms and conditions for a further tenn of one (1) year, and for annual terms thereafter untIl tenninated by either party by giving to the other \\TItten notice of its intention to so tenninate at least six (6) months prior to the end of such tenn. 4. LICENSEE shall use and occupy only that portion of the Real Property, Building Space. Tower Space and antenna locations as originally proposed in the anached proposal and plans. 5. LICENSEE shall prepare, at ItS expense all necessary drawings and specifications for the installation of LICENSEE's telecommunications equipment. which COUNTY shall have the right to approve. such approval not to be unreasonably withheld or delayed. COUNTY shall have been deemed to have approved the drawings and specifications if COUNTY has not given wrinen notice of its apprC?yal or disapproval or if COUNTY has not delivered written objections to LICE~SEE within ten (10) business days of COUNTYs receipt of such drawings and specifications. In addition, LICENSEE shall have the right to file any applications for certificates, permits and other approvals that may be required by any federal, state or local authorities. 6. LICENSEE shall be responsible for all costs and expenses relating to the pro\ision of electrical service to its communications equipment. LICE~SEE's electrical service shall be separately metered and LICENSEE shall be responsible for the cost of installation of such meter. 7. LICENSEE agrees to install radio equipment of a type and frequency, which \\ill not cause interference with existing antennas, or equipment on the Tower at the time of such installation. All disputes regarding interference whether caused by the COUNTY. LICENSEE or other tenant(s) and/or user(s) of the Tower shall be resolved pursuant to the terms and provisions of that certain interference agreement attached hereto as Exhibit "I" (the "Interference Agreement") COUNTY agrees that prior to allowing any additional tenant(s) or user(s) to co locate on the Tower. such tenant or user must join in and agree to be bound by the Interference Agreement. LICENSEE shall operate the LICE~SEE Facilities in a manner that will not cause interference to COUNTY and other leasees or licensees of the Property. provided that their installations predate that of the LICENSEE's Facilities. 4 Market: South Florida Site No.: FL2861A Site Name: Marathon All operations by LICENSEE shall be In compliance with all Federal CommunIcations Commission ("'FCC") requirements. Subsequent to the installation of the LICENSEE Facilities. COUNTY shall not pennit itself. its leasees or licensees to install new equipment on the Propeny or propeny contiguous thereto owned or controlled by COUNTY, if such equipment is likely to cause interference with LICENSEE's operations. Such interference shall be deemed a material breach by COUNTY. In the event interference occurs, COUNTY agrees to take all action necessary to eliminate such interference. in a reasonable time period. In the event COUNTY fails to comply \\ith this paragraph, LICENSEE may tenninate this Agreement. and/or pursue any other remedies available under this Agreement, at laws and/or at equity. 8. LICENSEE does hereby agree that the COUNTY may, subject to this Agreement license future additional communicating service antennas or equipment for the purpose of wireless communications on the Tower and the ability to modify or relocate its above described antennas on the Tower, at the Tower Site provided that the new licensees antennas do not conflict \\ith COUNTY's or other Tower user's antennas and equipment identified in the attached Exhibit "I" the structural capacity of the Tower whether existing or modified by LlCE:;\SEE, is sufficient based on standard and accepted engineering practices. 9. COUNTY acknowledges that it is aware of its obligations under Section 303 of the Communications Act of 1934 (47 U.S.c. 303) to maintain the painting and illwnination of the Tower as prescribed by the Federal Communications Commission ("'FCC). COUNTY further acknowledges that it is aware that it is subject to forfeitures assessed by the FCC for violations of such rules and requirements. COUNTY further acknowledges that it, and not the LICENSEE, shall be responsible for compliance \\ith all tower and building markings and lighting requirements which may be required by the Federal Aviation Administration ('FAA') or the FCC, but allows LICENSEE the right to monitor the Tower lighting systems on the premises. To the extent pennined by law, COUNTY shall indemnify and hold hannless LICENSEE from any fines or other liabilities caused by the COUNTY's failure to comply with the requirements of the FAA or FCC. COUNTY acknowledges that it, and not LICENSEE, shall be l'esponsible for compliance with all tower marking and lighting reqUirements of the Federal Aviation Administration ("FAA") and the FCC. COUNTY shall indenmify and hold LICE1\SEE harmless from any tines or other liabilities caused by COUNTY's failure to comply with such requirements. Should LICENSEE be cited by either the FCC or FAA because the Tower is not in compliance and should COl.:"NTY fail to cure the conditions of noncompliance within the time frame allowed by the citing agency, LICENSEE may either tenninate this Agreement immediately on notice to COUNTY or proceed to cure the conditions of noncompliance at COUNTY's expense, which amounts may be deducted from the rent. 10. Throughout the tenn of this Agreement and extensions thereof. COUNTY shall keep and maintain in good order. condition and repair the Real Property, Tower and Tower Site. LICENSEE shall provide its reasonable cooperation to COUNTY in connection with COUNTY's maintenance and repair of the same: provided. however, LICENSEE shall not be required to remove its wireless telephone equipment. antennas and/or coaxial transmission lines or related equipment from the Premises in connection therewith, unless required by law. LICENSEE shall maintain in a good state of repair and in good operating condition its antennas and transmining and other equipment. LICENSEE shall make, at its expense. all necessary repairs and maintenance, as well as alterations required by, in and to its equipment. Building Space and Tower Space. 11. LICENSEE shall indemnify and hold COUNTY harmless against any claims of liability or loss from personal injury or propeny damage resulting from or arising out of the use and occupancy of the Premises by the LICENSEE, its servants or agents. excepting, however, such claims or damages as may be due to or caused by the acts of the COUNTY, its servants or agents. 5 Market: South Florida Site No.: FL2861A Site Name: Marathon 12. LICE;-';SEE shall procure and maintain insurance as contained in Exhibit "cn. LICENSEE. at LICENSEE's sole cost and expense. shall procure and maintain on the Premises and on the LICENSEE's Facilities. bodily injury and property damage insurance with a combined single limit of at least One Million and 0011 00 Dollars ($1,000.000.00) per occurrence. Such insurance shall insure, on an occurrence basis. against liability of LICENSEE, its employees and agents arising out of or in connection with LICENSEE's use of the Premises. all as provided for herein. LICENSEE acknowledges that the COUNTY is self insured for liability purposes up to the waiver of sovereign immunity caps as speCified in Section 768.28. F.S., and that no other liability coverage is required of the COUNTY. COUNTY shall be named as an additional insured on the LICENSEE's policy. LICENSEE shall provide to the COUNTY a certificate of insurance evidencing the coverage required by this paragraph within thirty (30) days of the Commencement Date. COUNTY and LICENSEE release each other and their respective principals, employees. representatives and agents. from any claims for damage to any person or to the Premises or to the LICENSEE's Facilities thereon caused by, or that result from. risks insured against under any insurance policies carried by the patties and in force at the time of any such damage. COL~TY and LICENSEE shall cause each insurance policy obtained by them to provide that the insurance company waives all right of recovery by way of subrogation against the other in connection with any damage covered by any policy. Neither COUNTY nor LICENSEE shall be liable to the other for any damage caused by fire or any of the risks insured against under any insurance policy required by above paragraph. 13. To the extent permitted by law. COUNTY shall be responsible for the clean up of anyon-site hazardous waste and for any damages, fines or penalties incurred because of the hazardous waste. COUNTY hereby indemnifies and holds LICENSEE hannless 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 this Agreement or hereafter caused by the COUNTY. LICENSEE \\ill be responsible for any and all damages, losses, and expenses and will indemnify COUNTY against and from any discovery by any person of such hazardous waste generated stored, or disposed of solely as a result of LICENSEE's equipment and uses of the premises. 14. If the Tower should be totally or substantially destroyed or damaged (so that LICENSEE may not operate it's facility as contemplated under this Agreement) so that rebuiMing the Tower "as is" would not be economically feasible, as may be reasonably determined by COUNY. LICENSEE may at it's 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 this Agreement shall recommence at that point in time as if this Agreement had just been approved by the parries hereto. In any event, due to such da~e or destruction LICENSEE's use of the premises is disrupted, license fees due hereunder shall abate in full pending restoration or repair of the premises or termination ot' this Agreement if permined hereunder. If this Agreement should tenninate pursuant to this paragraph COUNTY agrees to return to LICENSEE a pro rata portion of any prepaid rent. 15. If the whole of the Real Property, Building and/or Tower or such portion thereof as will make the Premises unusable for the purposes herein, are condemned by any legally constituted authority for any public use or purpose, then in either of said events the tenn 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 and agrees to return to LICE~SEE a pro rata portion of any prepaid rent. Any lesser condemnation shall in no way affect the respecti\'e rights and obligations of COUNTY and LICENSEE hereunder. Nothing in this provision shall be construed to limit or affect LICENSEE's right to an award of compensation of any eminent domain proceeding for the taking of LICENSEE's leasehold interest hereunder. 16. If LICE:\"SEE defaults in fulfilling any of the covenants of this Agreement and such default shall continue for sixty (60) days after service by COUNTY of wrinen 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 6 Market: South Florida Site No.: FL2861A Site Name: Marathon default within such sixty (60) day penod and shall not thereafter diligently proceed therewith to completion. then in anyone or more of such events this :\~reement \vill tenninate and come to an end as fully and completely as if such date were the day herein definitely fix~d for the end and expiration of this Agreement and LICENSEE shall then quit and surrender the Property to COu;-.. n' as provided herein. 17. LICENSEE, upon tennination oi this Agreement. shall, within ninety (90) day period, remove its personal property and fixtures from the Prerruses. If such time for removal causes LICENSEE to remain on the Premises after the tennination of this Agreement, LICE;-.ISEE shall pay the license fee calculated on a pro rata basis until such time as the removal of personal property and fixtures are completed. Should COUNTY notify LICENSEE in writing thirty (30) days prior to the tennination of this Agreement that the continued presence of the equipment shleter shall be necessary, LICENSEE shall have the option. at its sole discretion. to either convey the equipment shelter to COUNTY, or to construct a new equipment shelter of similar or like quality of the existing equipment shelter. 18. LICENSEE may not within the initial tenn of this Agreement assign or transfer its rights hereunder at any times without the written approval of Monroe County. Subsequent to the initial five (5) year tenn. this Agreement may not be sold, assigned or transferred at any time. except to LICENSEE's principal, affiliates or subsidiaries of its principal or to any company upon which LICE);"SEE is merged or consolidated. As to other parties, this Agreement may not be sold, assigned or transferred without the written consent of the COlJNTY, such consent not to be unreasonably withheld. LICENSEE may not assign. or othernise transfer all or any part of its interest in this Agreement or in the Premises without the prior written consent of COUNTY: provided, however, that LICENSEE may assign its interest to its parent company, any subsidiary or affiliate of it or its parent company or to any successor-in-interest or entity acquiring fifty-one percent (51 %) or more of its stock or assets, subject to any financing entity's interest, if any, in this Agreement as set forth in Paragraph 29 below. COUNTY may assign this Agreement upon written notice to LICENSEE, subject to the assignee Jssuming all of COUNTY's obligations herein. including but not limited to, those set forth in Paragraph 29 belo\\!. Not\\-ithstanding anything to the contrary contained in this Agreement, LICENSEE may assign. mortgage. piedge, hypothecate or otherwise transfer without consent its interest in this Agreement to any financing entity. or agent on behalf of any financing entity to whom LICENSEE (i) has obligations for borrowed money or in respect of guaranties thereof; (ii) has obligations evidenced by bonds, debentures, notes or similar instruments. or (iii) has obligal1ons under or with respect to letters of credit. bankers acceptances and similar facilities or in respect of guaranties tb~reof. 19. COUNTY covenants that COL:.. TY 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 Real Property and that the Tower. Building and that the Real Property is in compliance with all applicable laws. 20. LICENSEE, at LICENSEE's option and expense. may record a Memorandum of this Agreement, (the fonn of which is attached as Exhibit "D") 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. 21. COUNTY covenants that LICE);"SEE. on paying the license fee and performing the covenants, shall peaceably and quietly have, hold and enjoy the Premises and all other rights granted herein. 22. All notices hereunder must be in writing and shall be deemed validly given if sent by certified mail, return receipt requested. addressed to each parry as set forth in the preamble. 7 Market: South Florida Site No.: FL2861A Site Name: Marathon NOTICE: Any nonce or demand required to be given herein shall be made by certified or registered mail. return receipt requested. or reliable overnight courier to the address 01 the respective parties set forth below. COUNTY: Monroe County Board of County Commissioners 5100 College Road Key West. FL 33040 LICENSEE: Nextel South Corp. 851 Trafalgar Court. Suite 300E Maitland. FL 32751 Attn: Property Manager With a copy to: Nextel Communications. Inc. 2001 Edmund Halley Drive Sixth Floor. Mail Stop 6E630 Reston. \'.-\ 20191-3436 Attn: Site Leasing Services. Contracts Manager COUNTY or LICENSEE may from nrne to time designate any other address for this purpose by written notice to the other party. All notices hereunder shall be deemed received upon actual receipt. 23. This Agreement shall extend to and bind the heirs. personal representatives. successors and assigns of the parties hereto. 24. This Agreement may be executed in four (4) counterparts, each of which shall be deemed an original, and such counterparts shall constitute but one and the same Agreement. 25. This Agreement and the penormance thereof shall be governed interpreted. construed and regulated by the laws of the State of Florida. 26. In any action, proceeding or litigation arising out of this Agree:lJ1ent, the prevailing party shall be entitled to recover from the non-prevailing pany ItS reasonable costs incurred including reasonable attorney's fees for services rendered. including appellate proceedings and post judgment proceedings. Venue for any action arising under this Agreement must be in a court of competent jurisdiction in Monroe County. 27. LICENSEE shall have the right at any time following the full execution of this Agreement to enter upon the Property for the purpose of making appropriate engineering and boundary surveys, inspections' soil test borings, other reasonably necessary tests and constructing the LICENSEE Facilities (as defmed in Paragraph 28 below). Upon LICENSEE's request, COU1\TYagrees to provide promptly to LICENSEE copies of all plans. specifications, surveys and tower maps for the Real Property and Tower. The tower map shall include the elevation of all antennas on the Tower and the frequencies upon which each operates. 28. LICENSEE has the right to erect, maintain and operate on the Premises radio communications facilities, including without limitation utility lines, transmission lines, air conditioned equipment shelter(s), electronic equipment. radio transmitting and receiving antennas not including the Tower. and supporting equipment and structures thereto ("LICENSEE's Facilities"). In connection therewith. LICENSEE has the right to do all work necessary to prepare, maintain and alter the Premises for LICENSEE's business operations and to install transmission lines connecting, the antennas to the transmitters and receivers. All of LICENSEE's construction and installation 8 Market: South Florida Site No.: FL2861A Site Name: Marathon work shall be perfonned at LICENSEE's sole cost and expense and in a good and workmanlike m:mner. Title to the LICENSEE"s Facilities shall be held by LICENSEE. All of LICENSEE's Facilities shall remain LICENSEE's personal property and are not fixtures. LICENSEE has the right to remove all LICENSEE's FJcilities at its sole expense on .or before the expiration or earlier termination of the Agreement: provided, LICE);'SEE repairs any damage to the Premises caused by such removal. LICENSEE shall pay for the electricity it consumes in its operations at the rate charged by the servicing utility company. LICENSEE shall have the right to draw electricity and other utilities from the existing utilities on the Property or obtain separate utility service from any utility company that will provide service to the Property (including a standby power generator for LICENSEE's and COUNTY's use). COUNTY agrees to sign such documents or easements as may be required by said utility companies to provide such service to the Premises including the grant to LICENSEE or to the servicing utility company at no cost to the LICENSEE of an easement in. over. across. or through the Land as required by such servicing utility company to provide utility services as provided herein. 29. COUNTY waives any lien rights it may have concerning the LICENSEE's Facilities which are deemed LICENSEE's personal property and not fixtures and LICENSEE has the right to remove the same at any time without COUNTY's consent. COUNTY acknowledges that LICE);'SEE has entered into a financing arrangement including promissory notes and fmancial and security agreements for the financing of the LICENSEE's Facilities (the "Collateral") with a third party financing entity (and may in the future enter into additional financing arrangements with other fmancing entities). In connection therewith, COUNTY (i) consents to the installation of the Collateral; (ii) disclaims any interest in the Collateral. as fixtures or otheIWise: and (iii) agrees that the Collateral shall be exempt from execution, foreclosure, sale. levy, attachment, or distress for any Rent due or to become due and that such Collateral may be removed at any time without recourse to legal proceedings. 30. This Agreement may be tenninated without further liability on ten (10) days prior written notice as follows: (i) by either parry upon a default of any covenant or tenn of this Agreement if the default is not cured within sixty (60) days of receipt of written notice of default. provided that the grace period for any monetary default is ten (10) days from receipt of notice; or (ii) subsequent to the construction of the Tower and the transfer of the Tower ownership to the COUNTY by LICENSEE for any reason or for no reason, provided LICENSEE delivers \\-Tinen notice of early termination to COUNTY no later than thirty (30) days pnor to the ~qmmencement Date; or (iii) subsequent to the construction of the Tower and the transfer of the Tower ownership to the COUNTY by LICE~SEE if it does not obtain or maintain any License, permit or other approval necessary for the construction and operation of LICENSEE's Facilities; or (iv) subsequent to the construction of the Tower and the transfer of the Tower ownership to the COUNTY by LICENSEE if LICENSEE is unable to occupy and utilize the Premises due to an action of the FCC, including without limitation. a take back of channels or change in frequencies; or (v) subsequent to the construction of the Tower and the transfer of the Tower ownership to the COUNTY by LICE1'SEE if LICENSEE determines that the Premises are not appropriate for its operations for economic or tecImological reasons, including, without limitation, signal interference. If this Agreement is tenninated pursuant to (iii) - (v) of this paragraph, then COUNTY agrees to return to LICENSEE a pro rata portion of any prepaid rent. 31. In the event the Property is encumbered by a mortgage or deed of trust. COUNTY agrees to obtain and furnish to LICENSEE a non-disturbance and attornment instrument for each such mortgage or deed of trust. 32. This Agreement together with all related documents and written communications regarding the agreement are public records pursuant to Chapter 119, FS. COUNTY will not make or execute any \\-Tinen representations regarding this Agreement or make or execute any other documents concerning this Agreement on behalf of the LICENSEE. its vendors or creditors unless specifically required by this Agreement. 9 .- / .~., . ./ .1j:\;,.-..... - ~~'. Market: South Florida Site No.: FL2861A Site Name: ^-'arathon 1:< WITNESS WHEREOF. 'he P'",e, here,o h.ve <e' thei, h.nd, 'nd .mxed 'hei, '''P''''" 'eal< 00 the day and ye:1r tirst above wrinen. Signed. sealed and delivered In the presence of COUNTY: MONROE COUNTY, FLORIDA. a political subdivision of the State of Florida Witness Print Name: By: Print Name: Title: Witness Print Name: STATE OF FLORIDA COUNTY OF MONROE The foregoing ""<rumen< .., ,cknowledged before me thi, _ d.y of _.2000, by . the of MONROE COUNTY. FLORfDA, · poh""r "bdiv;,'on of the Stole of Flo,id.. on beb'!f of MOtUoe Co""ty. who (check one)( ) is personally' known to me or ( ) produced as identification. My COmmission Expires: Name: (Seal) Notary Public (SIGNATURES CONTINUED ON NEXT PAGE) 10 Market: South Florida Site No.: FL2861A Site Name: Marathon LICENSEE NEXTEL SOUTH CORP. a Georgia corporation d/b/a Nextel Communications By: Witness Print Name: Print Name: John Cafaro Title: Vice President Witness Print Name: STATE OF Georgia COUNTY OF The foregoing instrument was acknowiedged before me this day of ,2000, by John Cafaro, as Vice President ofNEXTEL SOUTH CORP., a Georgia corporation, doing business as Nextel Communications, who (check one) ( ) is personally known to me or ( ) produced as identification. Notary Public My Commission Expires: Name: (Seal) 11 .' Market: South Florida Site No.: FL2861A Site Name: Marathon Exhibit A - The Premises Exhibit B - Nextel Proposal Letter Exhibit C - Insurance Exhibit D - Memorandum of Agreement Exhibit I - Interference Agreement Proposed Exhibit List 12 Market: South Florida Site No.: FL2861A Site Name: Marathon EXHIBIT "A" THE PREMISES SITE LEGAL DESCAIPTlON A PARCEL Of LAND IN A PORTION OF LOTS 6. 7. 8 AND 9, TOGETHER 'nITH A VACATED ALLEY BErv.EEN LOTS 7 AND 8 AND 9 AND 6. BLOCK 35, CRAlNS SU8DIV1SI('N OF GRASSY KEY, ACCORDING TO THE PLAT THEREOf AS RECORDED IN PLAT BOOK 1. PAGE 51 OF THE PU8L1C RECORDS C:f '.'ONROE COUNTY. FLORIDA: SEING !.lORE PARTICULARLY DESCRIBED AS FOlLOVrS: COMMENCING AT THE SOUTHYtl:,TERL' :C' ::R OF SAID LOT 8: THENCE N.51'23'DO"E. ALONG THE NORTH....(STERL Y UNE OF SAID LOT 8. 113.00 FEET TO THE POINT . . BEGINNING; THENCE S.-45'33'39"E.. 28.18 FEET; THENCE S.50"53'3O"E., 17.4{l FEET' THENCE S..32'-48'-44"W., 11'.-45' fEET: :rlENCE S.2S'54'18"E.. 19.73 FEET: THENCE S..19'0720'E.. 19.48 FEET: ThENCE S.59:10'23-E.. 16.60 FEET: ~H::NCE N.~502'-43"E.. 11.9.3 FEET: THENCE N.7-4'54'34"E., 11.28 FEET: 'THENCE N.:S9"5.)' 46"E.. 10.04 FEET: THENCE ~, '0'S~'=6-E. '5.89 FEET: THENCE N.1 7'39' 42"W.. 1.1.93 FEET; THENCE N.43'40'04'W., 19.01 FEET: THENCE N.5J'SS'S9"W., ~~ 40 ':::ET iHENCE S.S2'20'SS"W., 7.70 FEET: lliENCE N.S3'S4'41.W.. 12.50 FEET; lHEHCE N.28'1"20"W.. 15.21 FEET; 1 I":NCE.~.47"2'51-W.. 21.65 FEET TO A POINT ON THE NORl}{....(STERLY LINE OF LOT 7 THENCE 5 51'2J'00"W. ALONC '.'HE :.JRTH....ESTERL Y LINE OF LOTS 7 AND 8, 28.00 FEET TO lliE peiNT OF BEGINNING CONTAINING ~.H2 S~UARE FE. T OR .1.1 ACRES MORE OR LESS. ..--.... Notes : 1. THIS SURvEY DOES NOT REFLECT OR DETERMINE OWNERSHIP. 2. BEARINGS SHOv.N ~RE BASED ON A BEARING Of N.51'23'OO"E. ;:-OR THE SOUTHEASTERLY RIGHT-Of-WAY LINE OF C'tAIN STREET PER PLAT Cf CRAINS SU8DIV1SION OF GRASSY KEY, MONROE COUNTY RECORDS. (BEARING SYSTEM ASSUMED) J. BENCHI.lARK REFERENCE: NA nONAL GEODETIC SURVt:Y B.M. I Z277. BRASS DISK IN CONC. ALONG EASTERLY RIGHT-Of-WAY OF U.S. 1/1. ONE MILE SOUTHERLY OF GUAVA AVt:. ON GRASSY KEY. ELEVATION-3.94 FEET NGV1J OF 1929. 4. LANOS SHOWN HEREON WERE NOT ABSTRACTED FOR RIGHTS-OF WAY OR EASEMENTS OF RECORD. 5. NOT VALID WITHOUT THE SIGNATURE AND THE ORIGINAL RAISED SEAL OF A FLORIDA LICENSED SURVEYO~ AND !.lAPPER. 6. UNDERGROUND UTILITIES AND IMPROVt:MENTS NOT LOCATED. 7. THIS SKETCH IS OF A SPECifiC PURPOSE SURVEY Of AREAS FOR PROPOSED CELLULAR EOUIPMEN r. THE SKETCH IS A SKE TCH OF LEGAL DESCRIP TlON ONL Y, AND IS NOT TO BE ACCEPTED AS A BOUNDARY SURVEY. 8. COORDINATES FOR CENTER OF EXISTING. TOWER ARE AS FOLLOWS: NAD 1927: 2'" "5' 35.0' N. LATITUDE, 80' 57' 21.9' W. LONGITUDE NAD 198.3: 2'" 45' 36.5' N. LATITUDE. 80' 57' 21.2' W. LONGITUDE COORDINATES ARE BASED ON POST-PROCESSED G.P.S. OBSERVATIONS. THE MANUFACTURERS SPECIFICATIONS FOR THE G.P.S. RECEIVER USED STATES A HORIZONTAL ACCURACY Of 3 TO 5 METERS. WHICH EOUALS APPROXIMATELY 10 TO 16 FEET. 9. THERE ARE NO FIRE H'rORANTS OSSERVt:D IN THIS AREA. THE CLOSEST RESIDENCE 1S .380'+/- NORTHEASTERLY OF CENTER Of EXISTING TO\l.€R. 10. n.t1s PROPERTY LIES 'MTHIN fLOOD ZONE -AE-, 8ASE FLOOD ELEVATION OF' 9', PER fEDERAL EMERGENCY MANAGEMENT AGENCY'S fLOOD INSURANCE RATE MAP 1125129 1269 H, DA1F.O MARCH .3, 1997. 11. MEAN HIGH WATER LINE ELEVATION - 1.2 FT. N.G.V.O. 1929 PER INfOR- !.lATlON PROV1DED BY fLORIDA DEPARThlENT OF' ENV1RONMENTAL PROTEC- TION, DEPARTMENT OF SURVt:YlNG AND MAPPING, TALLAHASSEE. JURISDICnONAL 'M:TLANDS WHICH MAY EXIST ON OR AROUND SURVt:Y SITE ~RE NOT LOCATED AS PART Of THIS SURVt:Y. 12. ACCESS IS PROV1DED FOR NEXTEL COMMUNICA TlONS PERSUAN T TO LEASE ^GREE~ENT v.1TH MONROE COUN1Y. F"LORIOA. 13 Market: South Florida Site No.: FL2861A Site Name: Marathon EXHIBIT "An continued THE PREMISES -- -.. - iO h___.__._. 10 A S' ~ H A ( , '." 260.00'-- -- ." t N '8.00' If 1/ :::: -~ OIOi ~:: ~. <:) ?! " ;>- I i .~ " IE ~ , " 9 -~ "" ~ !/J I ~- <:S!O I ;:}~ (' o ' ~ I (,~..r. ..~~ '0. u ?'" .. \ ~"o. 0) 0'01' ~~~ ~o_ \ <::::>1 ~ ~ ~ ,./ ''Q. 'f.o"1-< q,., ''''.;>'c;. ~ ~.:~ c... . iO~ ~o' .... :i '%0 ~ -.... N..55'02! f.9.r . ~J7:. 4:>:(.'-?Q ;j' --Ii; I 'fT- A.. , 25.00' " -- ~- 14 Market: South Florida Site No.: FL2861A Site Name: Marathon EXHIBIT "B" NEXTEL PROPOSAL To: Mr. Nonn Leggen. Director Emergency Communications Dept.. Monroe County Date: February 28, 2000 RE: Nextel Communications Modification and Use of Monroe County Tower SUBJECT TOWER SITE I) County Site Name - Grassy Key, FL; Mile Marker 57, US I Existing 250' Guyed To\'.:er to be replaced with a 250' self-supporting lanice tower Nextel Site Name - FL 2861-A Marathon Proposed Nextel Antenna Location 230' Rad Center REPLACEMENT AND CONSTRL'CTION OF TOWER SITE At no cost to County, Nextel shall (i) construct a new self-supporting tower structure at the County tower site; (ii) construct two (2) new equipment shelters for use by County and Nextel consistent with the attached Exhibit "An. and; (iii) develop the Tower Site for use by others. The Tower Site shall consist of the Tower, the two (2) unmanned equipment shelters for use by the County and Nextel, the parking area. and the perimeter fence around the Tower Site area. Nextel shall construct the replacement Tower with sufficient tower loading capacity, as may be necessary to accommodate use by the County, Nextel and by three (3) additional telecommunication providers. Nextel shall prepare, at its expense. in joint panicipation with the County, all necessary drawings and plans, which County shall have the right to approve. and County agrees to participate in the filing of all required applications with the appropriate zoning authority to secure the proper zoning and lor site planning of the Tower. the Tower Site and use ofCounty's property as may be required for this intended use by County and Nextel. Nextel shall prepare and County agrees to make and file in joint partU:1pation with Nextel, all required applications with the Federal A viation Administration ("FAA") and secure all required FAA approvals. Nextel shall be responsible for those construction costs generally associated with the project as contemplated herein, such as surveys, tests, engineering drawings or other expenditures reasonably considered necessary to complete this project. Notwithstanding, Nextel shall reserve the right, in its sole discretion, prior to the commencement of this project, to refuse to accept any such expense or complete a condition of approval that it deems to be unjust or unreasonably expensive under the circumstances. Nextel's unmanned equipment shelter shall be suitable for its purposes for its telecommunications equipment. Should County notify Nextel in writing thirty (30) days prior to the tennination of the Agreement that the continued presence of the equipment shelter shall be necessary, Nextel shall have the option, at its sole discretion. to either convey the equipment shelter to County, or to construct a new equipment shelter of similar or like quality of the existing equipment shelter. Upon completion of the replacement Tower. Nextel will remove County's existing antennas and related equipment (including cabling) and re-install those antennas and related equipment on the new Tower. Within a reasonable time thereafter. Nextel at its expense. will dismantle the County's existing tower for County's disposition or locate the 15 Market: South Florida Site No.: FL2861A Site Name: Marathon dismantled tower anywhere in Monroe County, as directed by the County. County may retain any salvage fee that may be recouped for these items. Nextel agrees that. upon completion or'installation. title to the Tower and the County's urunanned equipment shelter shall inunediately vest in County, and title shall remain thereafter with County and become a part of. and affixed to the real estate. Thereafter, Nextel shall be relieved of any and all responsibilities and obligations in connection with the Tower or the County's unmanned equipment shelter. Upon the termination of the License, Nextel shall remove its personal property and fixtures from the Tower and Tower Site. USE OF TOWER BY NEXTEL County \'villlicense to Nextel, via separate license, tower space and ground space necessary to enable Nextel to erect, maintain and operate its equipment shelter and conununications system. The tenn of the license shall provide for an initial five year term with four five year extensions which will automatically occur. Conunencing upon receipt of the Certiticate of Occupancy, Nextel will pay the County an annual rent in the amount of SI8.000.00 for the first year. Each additional year's rental payment shall be increased by 4%. Maintenance will be perfonned as follows: (i) Nextel will maintain its antennas, transmitting equipment and equipment shelter: (ii) County will maintain the Tower. its equipment shelter and Tower Site. and: (iii) County will act as the Tower Administrator and will agree not to allow any future user of the tower or tower site to cause interference \\ith :-iextel' equipment or operation. REIMBURSEMENT TO NEXTEL In consideration of Nextel constructing the Tower and Tower Site and providing the equipment shelter to the County, all at no expense. in lieu of the above referenced annual rent, .the County shall be paid an annual rental of Ten and No/lOa Dollars (SIO.00) until such time as Nextel has been fully reimbursed for fifty percent (50%) of the accepted Bid Price for this project. For this purpose, Nextel shall agree to forgive one half(li2) of the accepted Bid Price, not to exceed $250,000.00. After Nextei has been fully reimbursed, as contemplated herein, Nextel will commence paying the full annual rental at the then existing rental amount ip..creased by 4% per year from the license conunencement date. Nextel will be entitled to a reimbursement credit by the County for the work perfonned on the Tower until the full amount of the credit has been recei\'ed. For this purpose, the work shall be restricted to that which is directly related to the cost of the Tower, pennitting and actual construction perfonned on the Tower and Tower Site. Nextel will submit detailed expense reports to the County to substantiate all reimbursable related expenses. Nextel will be entitled to a capital contribution in the amount of S50,000.00, from any additional carrier that is permitted on the Tower to offset the cost of the Tower, pennitting and construction. which capital contribution will be applied against the credit for the Tower and Tower Site. Any carrier that co-locates on the Tower or Tower Site shall pay the County a minimum license/rental fee of $2,500.00 per month. Forty Percent (40%) of any such fee shall be payable to Nextel and applied towards the reimbursement of Nextel's Tower expenses as specified above. Subsequent to the full reimbursement to Nextel. all income generated by any co-location at the Tower Site will be retained by the County. 16 Market: South Florida Site No.: FL2861A Site Name: Marathon EXHIBIT "C" INSURANCE ( See Attached ) 17 THIS CERTIFICATE IS ISSUED AS A MATTER OF I ONLY AND CONFERS NO RIGHTS UPON THE HOLDER. THIS CERTIFICATE DOES NOT AMEND, ALTER THE COVERAGE AFFORDED BY THE POl/C/E: COMPANIES AFFORDING COVERAGE . ~'~""'~".._"'~'~ "r~. )".I.~ "! Af.f .,. .. -, : .rt:'../I"x~'r......~,. "::-'j:' PRODUCER MARS~ USA INC. 44 WHIPPANY ROAD MORRISTOWN. NJ 07962-1966 CERTIFtC'ATE\OFI NSURAtjJ€;1E INSURED NEXTEL COMMUNICATIONS, INC 2001 EDMUND HALLEY DR. RESTON, VA 20191.3421 .' 6 COMpANY A TRAVELERS INDEMNITY COMPANY OF ILliNOIS COMPANY B TRAVELERS INDEMNITY COMPANY OF AMERICA COMPANY C TRAVELERS INDEMNITY COMPANY OF CONNECT COMpANY : D CHUBB INSURANCE COMPANY OF NEW JERSEY ~~RANcE USTE~EENiSsuEO TO"'E 'NSURED _ED~~ FOR"'E POt,e; 'NO'CATED. NOT\\misrANDlNG ANY REQU'REMENT. n"", OR eONDm"" OF ANY CONTRAcT OR O"'ER DOc"""" 1M1lI "'SPEer TO"", eERnF'CATE MAy BE 'SSUED OR MAy PERTAIN. "'E 'NSURANeE AFFORoED BY"'E PolICIES DEseR'BED NERElN IS SUBJEer TO All "'E EXClUS'ONS AND CONomoNS OF SUCN POt'ClES lIMITs SNOWN MAy NAVE BEEN REDucED BY PAID ClAIMs ,; POUCY EFFECTIVE POUCy EXPIRATION I DATE (MMIDDIYY) DATE (MMIDDIYYI 10_ r~l I . . ' . .,,,...,,,,, .. ......"".......,"'."""'oc..."'..C., ...., ""., '''''''' .." "..C,. OY ."" C""" ". '" "'" .,..c_, .. ."..,..... CEPT WORKERS COMPEN"" TION. THE CERnFlCA TE NOlOER -EO BELOIIV IS 'NCLUOEO AS AN ADOrnONAt 'NSUREO IF REQUIRED By ~EORCON~~AGRE6MENCTemp. Cert. of Ins. -for Lease EXhibit Valid through 8/2. permanent issued ~ith lease commencement FL2861 MIMK~ 58.2-Grassy Key FL 330! g~!!'~~,f!!t'1f!td~t.f':""A:\ii!;,g{,",.;"". ., {'oli;'~;:';*i.\:!~.JI;f/.s'~~i:"'~"'(~:t,;, "..", ", .. '"' -", ."c..... ""oc,,, .. ...c'..... "FO" "', o CO LTR A ~~GE.N ERAl UA8IUTY : TJ-GLSA-752G226A X COMMERCIAL. GENERAl.. LlASlLrTY i R ClAIMs MADE 0 OCcUR I -.--=-/ .--! J A A"""." "^"'"" jTJ-cAP.75'G"71 CNS) i 02105100 B x ANT AUTO J TN-CAP-75'G22B3 (TX) I 02105100 Ii X AU."-,>AUro', i x _"""" AUro, j , X -.A<n'os , ApoROVED B\' RISk MANAGfM ~T 'X """-<eo AUTOS I By a. . LJ x~! { ~ARAGe LlA.81UTY I I ANY AUl". o. ! WA/VFR: ~! . ! 02/05/01 /02/05/01 I j I Type OF INSURANCE .: POUCY NUMBeR ~ EXCESS LlA.BIUTY NIA_~'-;rs-L I ./ I 02105100 .' / 02105/00 I , 1~1 I I I I C JTVY AE-UB-116D6409 r i7975-15_09 02/05/01 TliE PRoPRIETOR/ PARTNERS/EXcCl1T/vE , OFFICERS ARE: ; OTHER I I I n'NCl! r--: exCL ; Monroe COunty BOCC 5100 COllege Road Key West, FL 33040 UM/TS GENERAl AGGREGATE : $ PROOUCTS - COMPIOP AGG : $ PERSONAL. " A.DV INJURY i $ EACH OCCURRENCE $ FIRE DAMAGE (Any <>'Ie fre) ,$ MEO EXP (Any <>'Ie P8rs0n) . $ COMBINED SINGLE LIMIT $ BODILY INJURY ! $ (Per person) I BODlt Y INJURY $ (Per accident) I , PROPERTY DAMAGE 1$ AUTOONLY-EAACCIDENT ! $ OTliER THAN AUTO ONL Y: EACH ACC/OENT $ $ $ $ i$ AGGREGATE EACH OCCURRENCE AGGREGATE 4.00C 4,000 I I X STATVrORYI.JMITS EAcH ACC/CENT DISEAsE - pOlICY LIMIT $ DISEAsE - EAcH EMPLOYEE i $ 1,000,( 1,OOO,C 1,000,0 "....."". 'A" """F. ,., "..", C,,,,,, _ ,.....",. ,. 'AI< 1L- 'An w,.",. "ne, ,. ,., c'"'''OCA'' ..",," """. ,. '., "". 00, '......, ,. "AI< ..c. "ne, "AU. 1M.." .. ''''''Ar",. .. """"" .. ", "". ..... '" C'''A''. ., ...,." .. ...."'''A''''',. 1l1l11l~.IlQ_lS__............ / ~~ Robert S. Fissel ~ ~...r.''''.'k!. '.IlX/> '~.~"""~.l3ATit""""!i1j;..""'.."" ";. .";'''i1i.~~....-...___ ~~..,r:~<'::~":;::~'<;~"!.~~~~'Y::;''<::~em~nr,.;-;:.:..;.. ""-"''''M''''',~,. ".., . " .~.'_.'I:!"J."".' H ~ "....""..c..,....- ,. .....,.'. . '-f<l'i* ",...." .'"'~J!P". _""... . Aci>lllt2'-'s,-...i """:!JJ;.C. ~:O;;:',~~.,:" ;"g~'~, "';;'~'''''l'>i1;o;:.. ,. I ~.&.J "-'--' ~'-' ~'--'. .....~l I I . 11__1 111 UII.&.JI'.LI-.I.-' r . .......... :J ~Y-13.S9 14:1S From: T-985 P.19/Z4 Ja~llQ .. -. -. I ~ J:4',Jdoa RISK MANAGEl\mNT POLICY .AND PROC1W1IR.ES CONfl!.ACI' ADMINISTRATION MANUAL Gen.er.a1 Insurance RetiUi..remen.ts for Other Contractors and Subcontractol'3 As a pre-requisite of the work governed. or the goods supplied under this contract (mcluding the ~staging of personnel and mate.ria.l). the Contractor shalL ob~ at b.isIlw own expalS~ insurance as speclfie4 in any attached schcdules~ which are made part of this contract. The ContractorowiIl ensure that the insurance 0 bWned will extend protection to all Subcontracton: engaged by the ContlaCtor. As an alternative" the Contractor ~y require all Subcontractors to obtain insur:mce ~ent with the attached :chedule$. ... The Contractor will ~ot be permitted to commence work govemed by ~ contmc:t (including pre-staging ofpe.rsonnel and material) until satisfacto%)' evidence. of the required insurance has been ftu:nished to the County as specified below. Delays in the commencement ofwor~ resulting from the failure of the Contractor to provide satisfactory evidence of the required insUrance, shall not exrcnd deadlines specified in this contraCt and any penalties and failure to pe:rfonn assessments shall be imposed as if the work commenced on the specified date and time. except :for the Conttactor's failure to provide satisfactory evidence. The Contractor shall maintain the required insurance throughout the entire term of this contract and any extensions specified in the anached schedules. Failure to comply with this provision may result in the immediate suspension of all work until the required insurance has been reinstated or replaced. Delays in the completion of work resulting from the failure of the Contractor to maintain the required insurance shall not extend deadlines specified in this contract and any penalties and failure to perform assessments shall be imposed as if the work had not been suspended, except for the Contractor's failure to inaintain the required insurance. The Contractor shall provide, to the County, as satisfactory evidence of the required insurance, either: ... ~ ~~. .... . Certificate of Insurance or " A Certified copy of the ZlCtual wurancc pelicy. The County~ at its sole option) has the right to request a certified copy of any or all iosurance policies required by this contract All iJlstnnce policies must specify ~t they are not subject to cancellation, non-renewal. material change. or reduction in cov~e unless a min;mum ofthiny (30) days prior notification is gi'len to the County by the insurer. . The acceptance and/or approval of the Contractor's insurance shall not be consnued as relieving the Contractor from any liability or obligation assumed under this contract or imposed by Jaw. Adn\illistBlion ll\$UUction 14709.2 14 CJ..J" ..J.J.1 I t nL..nl' \:)r11.J".J.c...L, L.:)\,,;)/:.. r--.:J/'":j T-585 P.2D/Z4 Job-lID MAY-13-99 14:19 FrOll: , . . - . :. ( 1~~ The Monroe Co~ Boatd of County CO'l"mi$$ioJJ.er.>. its employees an.cl officials will b~ included as II Additional Insured- 00. all pollci~ except for WotSJ:r.t Com:pcosation. ~ .Any deviations from these General InSWcc RcquiIements m.ust be requested in writing on the County prepared form entitled "Request for Waiver of Insur2DCC RelJuiremco.ts" and approved by Monroe County Risk Managc:ment .,. '" ~... - .-- Mmini5tr'ilLion InslnIdion ."709.. IS 1996 Edition GENERAL LIABILITY INSURANCE REQUIREMENTS FOR CONTRACT BETWEEN MONROE COUNTY, FLORIDA AND . Prior to the commencement of work governed by this contract, the Contractor shall obtain General Liability Insurance. Coverage shall be maintained throughout the life of the contract and include, as a minimum: . Premises Operations . Products and Completed Operations . Blanket Contractual Liability . Personal Injury Liability . Expanded Definition of Property Damage. The minimum limits acceptable shall be: $1,000,000 Combined Single Limit (CSL) If split limits are provided, the minimum limits acceptable shall be: $ 500,000 per Person $ 1,000,000 per Occurrence $ 100,000 Property Damage An Occurrence Form policy is preferred. If coverage is provided on a Claims Made policy, its provisions should include coverage for claims filed on or after the effective date of this contract. In addition, the period for which claims may be reported should extend for a minimum of twelve (12) months following the acceptance of work by the County. The Monroe County Board of County Commissioners shall be named as Additional Insured on all policies issued to satisfy the above requirements. GL3 Administration Instruction #4709.2 56 1996 Edition VEHICLE LIABILITY INSURANCE REQUIREMENTS FOR CONTRACT BETWEEN MONROE COUNTY, FLORIDA AND Recognizing that the work governed by this contract requires the use of vehicles, the Contractor, prior to the commencement of work, shall obtain Vehicle Liability Insurance. Coverage shall be maintained throughout the life of the contract and include, as a minimum, liability coverage for: . Owned, Non-Owned, and Hired Vehicles The minimum limits acceptable shall be: $1,000,000 Combined Single Limit (CSL) If split limits are provided, the minimum limits acceptable shall be: $ 500,000 per Person $1,000,000 per Occurrence $ 100,000 Property Damage The Monroe County Board of County Commissioners shall be named as Additional Insured on all policies issued to satisfy the above requirements: VL3 Administration Instruction #4709.2 83 ""'.:.,:'.~':~:<.,"':'''':;'';~-: 1996 Edition WORKERS' COMPENSATION INSURANCE REQUIREMENTS FOR CONTRACT BETWEEN MONROE COUNTY, FLORIDA AND Prior to the commencement of work governed by this contract, the Contractor shall obtain Workers' Compensation Insurance with limits sufficient to respond to Florida Statute 440. In addition, the Contractor shall obtain Employers' Liability Insurance with limits of not less than: $100,000 Bodily Injury by Accident $500,000 Bodily Injury by Disease, policy limits $100,000 Bodily Injury by Disease, each employee Coverage shall be maintained throughout the entire term of the contract. Coverage shall be provided by a company or companies authorized to transact business in the state of Florida. If the Contractor has been approved by the Florida's Department of Labor, as an authorized self- insurer, the County shall recognize and honor the Contractor's status. The Contractor may be required to submit a Letter of Authorization issued by the Department of Labor and a Certificate of Insurance, providing details on the Contractor's Bxcess Insurance Program. If the Contractor participates in a self-insurance fund, a Certificate oflnsurance will be required. In addition, the Contractor may be required to submit updated financial statements from the fund upon request from the County. wel Administration Instruction #4709.2 88 . r .. , . . . . ., MAY-13-99 14:2D From: T-985 P.24/24, j~b-ll0 1996 E<ljcion MONROE COUNTY, FLORIDA R!S1' MANAGEMENT POLICY .AND PROCEDURES CONTRACf ADMINISTRATION MANUAL Indemnification and Hold Harmless fot' Other Contractors 2nd Subcontractors The Contractor covenants and' agrees to indemnify and hold harmless Monroe County Board of County CoIIUnissioners from any and all claims for bodily injW)' (including death), pel'Sonal injury, and property damage (including pro~erty owned by Monroe County) and any other losses. damages.. and expenses (including attorney s fees) which arise out of. in connection with. or by reason of services provided. by the Contractor or any orits Subcolltractor{s) in any tier. occasioned by the negligencc, errors, or other wrongful act or omission oIThc Contractor or its Subeontractox;s in any tier, their employees. or agents. In the event the completion of the project (to include the work of ochers) is delayed or suspended as a result of the Contractors failure to purchase or maintain thc required insuranc~ the Contractor shall indemnify the Caunty from any and all increased expenses resulting from such delay. The first ten dollars ($ 10.00) of remuneration paid to the Contractor is for the indemnification provided for above- The c~lent of liabjl ity is in no way limited to. reducedl or lessened by the insurance requiretnen~ contained elsewhere within this agreemenL . ........ ......:. TCS Admini$ll':uion l~tnJc;lion U470!).2 97 Market: South Florida Site No.: FL2861A Site Name: Marathon PREPARED BY: Paula Hickman. Esq. Nextel South Corp. 2201 Lucien Way, Suite 200 Maitland, FL 32751 RETURN TO: Alan L. Gabriel. Esq. 2455 East Sunrise Blvd.. PHE Ft. Lauderdale, FL 33304 Exhibit "0" "EMORANDUM OF AGREEMENT This Memorandum of Agreement is entered into on this day of , 2000, by and between MONROE COl.JNTY, FLORIDA. a political subdivision of the State of Florida with an address at 500 Whitehead Street, Key West. Florida 33040 (hereinafter referred to as "COUNTY") and NEXTEL SOUTH CORP., a Georgia corporation. d/b/a Nextel Communications, with an office at 851 Trafalgar Court, Suite 300E, Maitland, Florida 32751 (hereinafter referred to JS "LICENSEE"). COUNTY and LICENSEE entered into an Agreement ("Agreement") on the day of 2000, for the purpose of installing, operating and maintaining a radio communications facility and other improvements. All of the foregoing are set forth in the Agreement. The term of the License is for fiye (5) years commencing on , ("Commencement Date"), 2000, and terminating on the fifth anniversary of the Commencement Date with four (4) successive five (5) year options to renew. The Real Property which is the sub}ect of the Agreement is in Monroe County, Florida. described in Exhibit A annexed hereto. The ponion of the Real Property being licensed to LICENSEE (the "Premises") is described in Exhibit B annexed hereto. TN WITNESS WHEREOF. the parnes have executed this Memorand~ of Agreement as of the day and year first above written. COUNTY Signed, sealed and delivered in the presence of: MONROE COUNTY, FLORIDA, a political subdivision of the State of Florida: ................. ~ ~",..t- ..,...:.. 'f . .~ ~ '-~ .'..., .... i ~ v ~...;. . '~ ~ lOT ~'.fr-. -,. i ).. \..;, :a -t .. . --' -...,;' .'~ I.... .J.. ~ .., Witness Print Name: By: Print Name Title: Witness Print Name: 18 Market: South Florida Site No.: FL2861A Site Name: Marathon STATE OF FLORIDA corn..rry OF MONROE The foregoing instrument was acknowledged before me this _day of , 2000, by , the of MONROE COUNTY, FLORIDA. a political subdivision of the State of Florida. on behalf of Monroe County. who is personally known to me or who has produced as identification. WITNESS my hand and official seal. Notary Public Print Name My commission expires: LICENSEE Signed. sealed and delivered in the presence of: NEXTEL SOUTH CORP., a Georgia corporation db/a Nextel Communications ,~-...,.. ..... "!...,- ,.....\11 '..' -",f"., NOT J:"~r' !i" ~~''-' .... Cj~ .~;~~::~, ..../i'~~~. .., ....~l} j. - ':~\C...;'...;: Witness Print Name: Print Name: John Cafaro Title: Vice President Witness Print Name: STATE OF Georgia COUNTI' OF The foregoing instrument was acknowledged before me this day of , 2000, by John Cafaro, as Vice President of ~extel South Corp., a Georgia corporation, d/b/a Nextel Communications who is personally known to me or who has produced as identification and who did (did not) take an oath. WITNESS my hand and official seal. Notary Public Print Name My commission expires: 19 Market: South Florida Site No.: FL2861A Site Name: Marathon EXHIBIT "\" INTERFERENCE AGREEMENT INTERFERENCE/CONFLIcrS LICENSEE shall, at it's own expense. maintain it's equipment on or attached to the Premises in a safe condition, in good repair and in a professional manner, suitable to Monroe County and in accordance to any County, State or Federal laws and regulations. LICENSEE's equipment shall be installed and maintained in a manner so as not to conflict or interfere with Monroe County or any other entity utilizing the facility. TN THE EVENT OF INTERFERENCE: I. The entity being affected by the interference will notify the Monroe County Emergency Communications department. 2. The Monroe County Emergency Communications Department in joint participation \\ith the entity being affected will respond within 24 hours to the facility and begin analysis of the problem. 3. Upon identification of the interference source, the responsible entity will be immediately contacted, followed with a written notice. 4. The licensee, LICENSEE or user responsible for the interference will within 24 hours begin all steps necessary to correct and eliminate the interference at their expense. 5. Should the interference not be minimized within 72 hours or eliminated within 30 days, Monroe County may elect to terminate this Agreement or correct the interference problem at the LICENSEE's. licensees or user's expense. 6. LICENSEE shall operate the LICENSEE's Facilities in a manner that will not cause interference to COUNTY and other tenants or licensees of the Property, provided that their installations predate that of the LICENSEE's Facilities. All operations by LICENSEE shall be in compliance with all Federal Communications Commission ("FCC") requirements. 7. Subsequent to the installation of the LICENSEE Facilities, COUNTY shall not permit itself, its LICENSEEs or licensees to install new equipment on the Property or property contiguous thereto owned or controlled by COUNTY, if such equipment is likely to cause interference with LICENSEE's operations. Such interference shall be deemed a material breach by COUNTY. In the event interference occurs. COUNTY agrees to take all action necessary to eliminate such interference, in a reasonable time period. In the event COUNTY fails to comply with this paragraph, LICENSEE may terminate this Agreement, and/or pursue any other remedies available under this Agreement, at law, and/or at equity. LICENSEE has satisfied itself and hereby represents and warrants to Monroe County that no such obstruction or interference with transmitting or receiving shall result to Monroe County or other licensees. LICENSEEs or users located at the facility. LICENSEE agrees to indemnify hold harmless and defend Monroe County against any damage, including attorney's fees, arising out of such obstruction or interference with respect to uses which are in effect as to the date of this Agreement. 20