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02. 02/16/2022 Agreement R oOURr 4�J° " c Kevin Madok, CPA 41,, Clerk of the Circuit Court&Comptroller—Monroe County, Florida ~RaE CotfN�• DATE: February 18, 2022 TO: Cheryl Sullivan, Senior Specialist Solid Waste Department FROM: Pamela G. HancoM).C. SUBJECT: February 16th BOCC Meeting Enclosed is a duplicate original of the following item for your handling: C17 License and Easement Agreement with Datapath Vertical Bridge II, LLC to allow for short-term use of a portion of the Long Key Transfer Station to locate and operate a temporary antenna facility while a new tower is being built to replace the existing tower on Long Key which is on land leased from the County. Should you have any questions please feel free to contact me at (305) 292-3550. cc: County Attorney Finance File KEY WEST MARATHON PLANTATION KEY PK/ROTH BUILDING 500 Whitehead Street 3117 Overseas Highway 88820 Overseas Highway 50 High Point Road Key West,Florida 33040 Marathon,Florida 33050 Plantation Key,Florida 33070 Plantation Key,Florida 33070 305-294-4641 305-289-6027 305-852-7145 305-852-7145 Doc#2362577 Bk#3156 Pg##1404 Recorded 2/22/2022 3:17 PM Page 1 of 12 Deed Doc Stamp$0.00 Prepared by:Christine Limbert-Barrows Filed and Recorded in Official Records of Assistant County Attorney MONROE COUNTY KEVLN MADOK,CPA Monroe County Board of County Commissioners 1111 12th Street, Suite 408 Key West,FL 33040 LICENSE AND EASEMENT AGREEMENT THIS LICENSE AND EASEMENT AGREEMENT (this"Agreement") is made this 16th day of February, 2022 (the"Effective Date"), by and between Board of County Commissioners of Monroe County,Florida ("Licensor"), whose address is 1100 Simonton Street, , Ste 205, Key West FL 33040, and Datapath Vertical Bridge II,LLC,a Delaware limited liability company("Licensee"),whose address is 750 Park of Commerce Drive, Suite 200,Boca Raton,FL 33487. WHEREAS,Licensor owns certain real property located in the County of Monroe,in the state of Florida,that is more particularly described and/or depicted in Exhibit 1 attached hereto(the"Property"); and, WHEREAS, Licensee desires to obtain from Licensor, and Licensor agrees to provide Licensee, entry upon and access to the Property to locate and operate a temporary antenna facility, also known as a COW(the"Antenna Facilities"). NOW THEREFORE, in consideration of the mutual agreements and covenants hereinafter set forth, the sum of Ten Dollars and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Licensor and Licensee, intending to be legally bound, hereby agree as follows: 1. PREMISES. Licensor hereby licenses to Licensee, to include for purposes of this Agreement, Licensee's customers, licensees, sublicensees, lessees, sublessees and assigns, the use by Licensee of the Premises (as defined below), including certain space on the Property sufficient for the placement of the Antenna Facilities. The location and orientation of Licensee's space on the Property, together with all necessary space and easements for access and utilities,is generally described and depicted in attached Exhibit 2(the"Premises") 2. TERM. Licensor and Licensee agree that this Agreement shall become effective as of certain date within the next twelve (12) months (the "Commencement Date")that will be set forth in an email notice(the"Notice")from Licensee to Licensee's point of contact with Licensor at least fifteen(15) days before such Commencement Date. The term of this Agreement shall thereafter commence on the Commencement Date and be for a period of nine (9) months (the "Term") unless sooner terminated by Licensee upon written notice to Licensor. Upon mutual written agreement of the parties, the Term may also be extended in writing by written extension of this License and Easement Agreement. Upon the expiration or early termination of the Term, Licensee shall completely remove the Antenna Facilities and return the Premises to its prior condition,reasonable wear and tear excepted. 3. USE. The Premises may be used by Licensee for the transmission and reception of communication signals and for the installation, maintenance, repair or replacement of the Antenna Facilities. Licensee covenants that the use of the Premises by Licensee shall be in compliance with all 10/26/2020 vb US-FL-5389 Long Key DS 1 applicable laws and regulations. At Licensee's expense, Licensee shall keep and maintain the Antenna Facilities on the Premises in a commercially reasonable condition during the Term. 4. ACCESS.During the Term, Licensee shall have unrestricted and unfettered access to the Premises during the following business hours: Monday through Saturday from 8a.m. to 4 p.m.; provided however, in the event of an emergency, Licensee may access the Premises provided Licensee notifies Licensor as soon as reasonably practicable. 5. ENVIRONMENTAL LAWS. Licensee represents, warrants and agrees that it will conduct its activities on the Premises in compliance with all applicable environmental laws. Licensor represents and agrees that,to the best of its knowledge, it has in the past and will in the future conduct its activities on the Property in compliance with all applicable environmental laws and that the Property is free of hazardous substances as of the date of this Agreement. 6. UTILITIES. Licensor hereby grants and conveys unto Licensee a nonexclusive easement for ingress and egress to and from the Premises from the nearest public right of way. Licensee shall have access to all utilities existing on the Property that are required for the operation of the Antenna Facilities on the Premises,providing Licensee shall pay for all expenses related to the utilities being used to service the Antenna Facilities. 7. INSURANCE,INDEMNITY AND SUBROGATION. (a) Licensee shall obtain,at its own expense,insurance as specified below and maintain the required insurance at all time that this agreement is in effect. The Licensee will ensure that the insurance obtained will extend protections to all subcontractors engaged by the Licensee. Alternatively, the Licensee may require all subcontractors to obtain insurance specified herein. The Licensee will not be permitted to commence until satisfactory evidence of the required insurance has been furnished to the County as specified herein. The insurance coverage provided for herein may be maintained pursuant to master policies of insurance covering other communication facilities of Licensee and its corporate affiliates. All insurance policies required to be maintained by Licensee hereunder shall be with responsible insurance companies with an A.M. Best rating of VI or better,that is licensed to do business in the State of Florida and that has an agenda for service of process within the State of Florida. ,authorized to do business in the State where the Premises is located if required by law. Licensee shall evidence such insurance coverage by delivering to Licensor a copy of a certificate of insurance of such insurance policies. The Licensee shall maintain the required insurance throughout the entire term of this agreement and any extensions. Failure to comply with this provision may result in the immediate suspension of all work until the required insurance has been reinstated or replaced. The Licensee will be held responsible for all deductibles and self insured retention that may be contained in the Licensee's insurance policies. The County, at its sole option, has the right to request a certified copy of any or all insurance policies required by this agreement. Coverage Limit Form # Workers' Compensation Statutory WC3 Employers Liability $1,000,000/$1,000,000/$1,000,000 Commercial General $1,000,000 GL3 Liability Vehicle Liability $1,000,000 VL3 10/26/2020 vb US-FL-5389 Long Key DS 2 (b) Licensee shall indemnify and hold Licensor,and their respective officers,directors, and employees harmless from and against injury,loss,damage or liability(or any claims in respect of the foregoing), costs or expenses (including reasonable attorneys' fees and court costs) which may be imposed upon or incurred by or asserted against Licensor arising from any work or act done in, on or about the Property by Licensee, its customers, licensees, sublicensees, lessees, sublessees and assigns. This indemnification shall survive the expiration or early termination of the Agreement. The Licensor, Monroe County Board of County Commissioners, its employees and officials will be included as "Additional Insured" on all policies, except for Workers' Compensation. Any deviations from the Licensor's insurance requirement must be requested in writing on the County prepared form entitled "Request for Waiver of Insurance Requirements" and approved by the Monroe County Risk Department. (c) The Licensee agrees that good and valuable consideration has been received for the indemnification provided for above. The extent of liability is in no way limited to, reduced, or lessened by the insurance requirements contained elsewhere within this agreement. All insurance policies must specify that they are not subject to cancellation, non-renewal, material change or reductions in coverage unless a minimum of thirty (30) days prior notification is given to the Licensor by the insurer. The acceptance and/or approval of the Licensee's insurance shall not be construed as relieving the Licensee from any liability or obligations assumed under this agreement or imposed by law. (d) Licensor and Licensee hereby mutually release each other(and their successors or assigns) from liability and waive all right of recovery against the other for any loss or damage covered by their respective first-party property insurance policies for all perils insured thereunder. In the event of such insured loss,neither party's insurance company shall have a subrogated claim against the other 8. DEFAULT AND TERMINATION. If Licensee is in default under this Agreement for a period of fifteen (15) days following receipt of written notice from Licensor, Licensor may pursue any remedies available to it against the Licensee at law and in equity,including,but not limited to,the right to terminate this Agreement. Upon expiration or early termination of this Agreement,Licensee will remove the Antenna Facilities from the Premises and restore the Premises to the condition in which it existed immediately prior to Licensee's entry, reasonable wear and tear and damage not caused by Licensee excepted. 9. TERMINATION BY LICENSEE. If at any time during the Term,Licensee determines, in Licensee's sole and absolute discretion, with or without cause, that the Premises is no longer required for Licensee's intended use and/or purposes,Licensee shall have the right to terminate this Agreement upon ten(10)days prior written notice to Licensor. 10. NOTICES. All notices,requests, claims, demands,and other communications hereunder shall be in writing and maybe hand delivered(provided the deliverer provides proof of delivery)or sent by nationally-established overnight courier that provides proof of delivery, or certified or registered mail (postage prepaid, return receipt requested). Notice shall be deemed received on the date of delivery as 10/26/2020 vb US-FL-5389 Long Key DS 3 • demonstrated by the receipt of delivery. Notices shall be delivered to a party at the party's respective address set forth above. 11. COUNTERPARTS;ELECTRONIC SIGNATURES.This Agreement may be executed in counterparts, each of which shall be deemed to be an original,but which together shall constitute one and the same instrument. Electronic signatures such as pdf,DocuSign,or facsimile on this Agreement shall be deemed to be original signatures. 12. MISCELLANEOUS. (a) Each party hereto warrants and represents that it has the necessary power and authority to enter into and perform its respective obligations under this Agreement and Licensor warrants and represents that it is the owner in fee simple of the Property and that it alone has full right to lease the Premises for the Term. (b) If any term of this Agreement is found to be void or invalid,such invalidity shall not affect the remaining terms of this Agreement,which shall continue in full force and effect. (c) All attached exhibits are hereby incorporated by this reference as if fully set forth herein. (d) Failure of party to insist on strict performance of any of the conditions or provisions of this Agreement,or failure to exercise any of a party's rights hereunder,shall not waive such rights. (e) This Agreement shall be governed by and construed in accordance with the laws of the State in which the Property is located. (f) This Agreement constitutes the entire agreement and understanding of the parties and supersedes all offers,negotiations, other leases and/or agreements with regard to the Premises. There are no representations or understandings of any kind not set forth herein. Any amendment to this Agreement must be in writing and executed by both parties. (g) This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs,legal representatives,successors and assigns. [SIGNATURES BEGIN ON NEXT PAGE] 10/26/2020 vb US-FL-5389 Long Key DS 4 • r IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date(date last signed by a party hereto). LICENSOR: Board of County Commissioners of Monroe County,Florida By: P M. or David Rice • • 16, 22-Z } A iES r. I MADOK,CLERK ti@9y I -'AS Deputy Clerk -71 r- rrl • t—f- CO CD --,/ —_ MONROE COUNTY ATTORNEY -i m_ aS�AP LAS TO ORM• ( < ` CHRISTINE LIMBERT-BARROWS r rµ ASSISTANT CA1UNTY TTORNEY DATE: p / I 1 a 10/26/2020 vb US-FL-5389 Long Key DS 5 DocuSign Envelope ID:7285F966-AF34-4C5E-91 C5-BA8356A4280D [Licensee signature page] LICENSEE: Datapath Vertical Bridge II,LLC a Delaware limited liability company By: /2)-47 Name: BCmard Burgher Title: FxarutiVg VP p�, Date: /f o'l Sf idb`d`es DS LEGALr7e . STATE OF FLORIDA COUNTY OF PALM BEACH The foregoing instrument was acknowledged before me this P5 day of Jae/. , 200 ,Q ,by means of physical presence or 0 online notarization by 5er,,a,—d B.�hei ,the EX C . VP O s of Datapath Vertical Bridge II,LLC,a Delaware limited liability company, on behalf oYthe company. • "a V/`P eoL Notary Public State of Flo ri a v' d Signature of Notary Public . Rachel Williamson � c`.; My Commission GG 266524 Rachel Williamson eorF�o°� Expires 10/17/2022 Print,Type,or Stamp Commissioned Name of Notary Public Personally Known /OR Produced Identification 10/26/2020 vb US-FL-5389 Long Key DS 6 EXHIBIT 1 Legal Description of the Property(Parent Parcel) (may be updated by Licensee upon receipt of final legal description from title) Parcel ID: 00098710-000000 Location Address: 67901 OVERSEAS Hwy,LONG KEY Legal Description:4 65 35 LONG KEY PT LOT 2 OR15-374/76 OR401-1071/74 10/26/2020 vb US-FL-5389 Long Key DS 7 • EXHIBIT 2• Premises • A fi • x x A r p t 1 A, v r' ';8^ r , R .;a,.., e '9 ✓ -e# / e a t!' k -,, ,..„.;:v..' ,,,P." . ,i ?i ! i ,. yoa, , r . ., , . ,,,,. . ,,„ a2,'-',..-"'ri",/.' ',.... ,-,-,--' .v .. / . ...„,„, ,-/' ' .. . ., ". r ,y��,I .ri j i ' �, * . /4 l / -II v orv'r. r. :.. -�r I ``qr. ^ ffr t '-«•t i'a om ... 10/26/2020 vb :: " US-FL-5389 8 Long KeyyDS Client#: 1700812 140VERTIBRII ACORD,. CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDD/YYYY)1/28/2022 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer any rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Jennifer Burton McGriff Insurance Services rat,Ext):410 480-4400 FAX (AIC,No): 866-5484197 (A/C,No 5850 Waterloo Road,Suite 240 ADDE-MAILSS: Jennifer.burton@McGriff.com RE Columbia,MD 21045 INSURER(S)AFFORDING COVERAGE NAIC# 410 480-4400 Hanover Insurance Company 22292 INSURER A: P Y INSURED INSURER B:Lloyds Vertical Bridge REIT LLC INSURER C: 750 Park of Commerce Drive INSURER D Suite 200 INSURER E: Boca Raton,FL 33487 INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUER POUCY EFF POLICY EXP LIMITS LTR INSR WVD POLICY NUMBER (MMIDD/YYYY) (MM/DD/YYYY) _ A X COMMERCIAL GENERAL LIABILITY LHQA33010207 06/03/2021 06/03/202.EACHA OCCURRENCEC $1,000,000 CLAIMS-MADE X OCCUR PREMISES(Ea occurrence) $1,000,000 APPROVED BY RISK MANAGEMENT MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: DATE �3QI2O22 GENERAL AGGREGATE $2,000,000 POLICY JECT X LOC WAVER NIA YES_ PRODUCTS-COMP/OP AGG $2,000,000 OTHER: $ A AUTOMOBILE LIABILITY AHQD961361 06/03/2021 06/03/202,COMBIaccident)NED SINGLE LIMIT $1,000,000 (Ea X ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS X AUTOS ONLY X NON-OWNED PROPERTY DAMAGE _ AUTOS ONLY (Per accident) A x UMBRELLA LIAB X OCCUR UHQA33283607 06/03/2021 06/03/202 EACH OCCURRENCE $10,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $10,000,000 DED I X RETENTION$0 $ A WORKERS COMPENSATION WHQA931504 06/03/2021 06/03/202 X STATUTE OTH- ER AND EMPLOYERS'LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? N N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 B Professional Liab LL0007402 06/03/2021 06/03/202 $2M Per Wrongful Act $2M Aggregate DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Re: US-FL-5389 Long Key DS If required by written contract, Monroe County Board of County Commissioners,its employees and officials are additional insured on the General Liability,Automobile Liability and Umbrella Liability policies, subject to policy provisions.A waiver of subrogation applies in favor of the certificate holders on the General Liability,Automobile Liability and Umbrella Liability,subject to policy provisions. (See Attached Descriptions) CERTIFICATE HOLDER CANCELLATION ANYBE Monroe County Board of County THEULD EXPIRATTIIONHE DATEVE THER OFDESCRED NOTTICEIES WILLLCELLED BECDELIVERED NE Commissioners ACCORDANCE WITH THE POLICY PROVISIONS. 1111 12th Street,Suite 408 Key West,FL 33040 AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) 1 of 3 The ACORD name and logo are registered marks of ACORD #529394902/M28751835 JMBU DESCRIPTIONS (Continued from Page 1) "ADDITIONAL NAMED INSUREDS** AWN Tower Company B.A.C.K.TOWERS, LLC BAY COMMUNICATIONS III,LLC BRT GROUP,LLC CIG COMP TOWER,LLC CIG SERVICES,LLC CIG WIRELESS CORP. DATA PATH VERTICAL BRIDGE, LLC GOTHAM VERTICAL BRIDGE, LLC INDEPENDENT TOWER&WIRELESS CORP. INLAND-VB,LLC MIDWEST NT 1 LLC MIDWEST NT 2 LLC NTCH-VB,LLC RANGE TOWERS,INC ROWSTAR,LLC TELCOM BRIDGE, LLC TOWER ECONOMICS COMPANY, LLC VB LPE Parent, LLC VB LPE,LLC VB MIDWEST I,LLC VB MIDWEST II,LLC VB MIDWEST III,LLC VBA II, LLC(DE) VBA II, LLC(FL) VBDTP,LLC VB-JV4,LLC VB-JV5,LLC VB-JV6,LLC VB-S1 Assets,LLC VB-S1 Issuer,LLC VB-S1 Parent,LLC VB-TC,LLC VERTICAL BRIDGE ACQUISITIONS III,LLC Vertical Bridge Acquisitions II(FL) VERTICAL BRIDGE ACQUISITIONS,LLC VERTICAL BRIDGE AM II,LLC VERTICAL BRIDGE AM,LLC VERTICAL BRIDGE ABM, LLC VERTICAL BRIDGE BAY, LLC VERTICAL BRIDGE BROKERAGE LLLP(FL) VERTICAL BRIDGE CC AM, LLC VERTICAL BRIDGE CC FM,LLC VERTICAL BRIDGE CC PARENT,LLC VERTICAL BRIDGE CC, LLC Vertical Bridge CCR,LLC VERTICAL BRIDGE CJV, LLC VERTICAL BRIDGE DC,LLC VERTICAL BRIDGE DEVELOPMENT II,LLC VERTICAL BRIDGE DEVELOPMENT, LLC Vertical Bridge Employees, LLC VERTICAL BRIDGE ENGINEERING LLC VERTICAL BRIDGE GRAND CANYON,LLC Vertical Bridge Holdco Parent, LLC VERTICAL BRIDGE HOLDCO,LLC SAGITTA 25.3(2016/03) 2 of 3 #529394902/M28751835 DESCRIPTIONS (Continued fromPage 1) VERTICAL BRIDGE HOLDINGS,LLC VERTICAL BRIDGE LANDCO,LLC VERTICAL BRIDGE MANAGEMENT,LLC VERTICAL BRIDGE MIDWEST, LLC VERTICAL BRIDGE NT, LLC VERTICAL BRIDGE NTCF LLC VERTICAL BRIDGE PR,LLC VERTICAL BRIDGE REAL ESTATE II,LLC VERTICAL BRIDGE REAL ESTATE,LLC VERTICAL BRIDGE REIT,LLC VERTICAL BRIDGE S3 ASSETS,LLC VERTICAL BRIDGE STRUCTURES,LLC VERTICAL BRIDGE TOWERS II,LLC VERTICAL BRIDGE TOWERS III,LLC VERTICAL BRIDGE TOWERS, LLC VERTICAL BRIDGE-CONTERRA TOWERS, LLC VERTICAL SKY I,LLC VERTICAL SKY II,LLC VERTICAL SKY III,LLC VBHV, LLC VB Acquisitions 2018, LLC VB US REIT,LLC VOGUE XIII,LLC VBT SUB 1,LLC Datapath Vertical Bridge II,LLC Berkley Assets, LLC VB Berkley,LLC VB Nimbus, LLC Vertical Bridge 500, LLC Toro Vertical Parent,LLC Toro Vertical,LLC VB BTS, LLC VB El Parent,LLC VB El,LLC VB E2,LLC VB E3,LLC VB E3, LLC Eco-Site, LLC VB Bridger JV Member LLC Bridger Cell Assest,LLC VB Edge,LLC Precision Cell Assets,LLC VB Precision JV Member,LLC Mercury Cell Assets,LLC VB Mercury JV Member, LLC VB RUN,LLC VBT SUB 2,LLC -s— SAGITTA 25.3(2016/03) 3 of 3 #S29394902/M28751835 This page has been left blank intentionally.