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10/15/2003 Agreement
Clell Of Me Circuit Court Danny L. Kolhage Phone: 505-292-5550 Fax: 305-295-3663 J I / To: James R. "Reggie"Paros, Director Public Safety From: Isabel C. DeSantis, Deputy Clerk Date: Monday, October 27, 2003 At the Board meeting of October 15, 2003, the following was approved: License Agreement between Monroe County and Verizon Wireless for lease of surplus antenna tower space on the County owned communications tower located in Key Largo. Attached hereto is a duplicate original for your handling. Should you have any questions concerning this matter, please feel free to contact this office. Copies: Finance County Attorney File ✓ IV September 25, 2003 Monroe County Attorney's Office C/O Suzanne Hutton 502 Whitehead Street 3`d Floor Rear Key West, FL 33040 RE: Verizon Executed License Agreement — Monroe County Communications Tower — 11180 SR 905, Key Largo FL Dear Suzanne, Enclosed please find four (4) Verizon Wireless executed License and Short Form License Agreements. Please contact me when you have a confirmed BOCC agenda date for license approval. It is my understanding that the next available date is October 15'h, 2003. Please contact me if you have any questions or need additional information. I appreciate your assistance in this matter. Sincerely, Mark D Baesch SBA Network Services Consultant to Verizon Wireless Office: 561 226 9434 Mobile: 954 557 5815 584 Network Services 5900 Broken Sound Parkway NW Boca Raton, FL 33487 Tel 561 995 7670, Fax 561226 9368 Prepared By and Returned To: Robert M. Motes, Esq. Holland & Knight LLP One East Broward Boulevard Suite 1300 Fort Lauderdale, Florida 33301 Licensee Site I.D.: Monroe County Tower, Site No. 62310 SHORT FORM OF LICENSE AGREEMENT This Short Form of License Agreement ("Memorandum") is made this Z day of Oetka., 2003, between MONROE COUNTY, FLORIDA, whose address is 500 Whitehead Street, Key West, Florida 33040, hereinafter designated COUNTY and VERIZON WIRELESS PERSONAL COMMUNICATIONS LP d/b/a Verizon Wireless, a limited partnership of the State of Delaware, with its principal offices at 180 Washington Valley Road, Bedminster, New Jersey 07921, hereinafter designated LICENSEE. 1. COUNTY wd LICENSEE entered into that certain License Agreement ("License Agreement") on 4 / , 2003 for a term of five (5) years with the right to renew for four (4) additional five (5) year terms plus automatic one (1) year renewals thereafter unless terminated in accordance with the terms of the License Agreement. 2. In consideration of the license fees set forth in the License Agreement, COUNTY hereby grants a license to LICENSEE to use, and LICENSEE accepts the right to use such a license from COUNTY, the Premises (as described in Exhibit B attached hereto), subject to the terms and conditions of the License Agreement. LICENSEE shall use the Premises for the purpose of constructing, maintaining and operating a communications facility and uses incidental to the communications facility, consisting of the placement of wireless communications equipment, mounting of antennas, and installation of coaxial cables (between the wireless equipment and the antennas), electrical utility service and fiber optic or telephone cables. COUNTY also grants to LICENSEE, non-exclusive right for ingress and egress, on foot or motor vehicle, including trucks, over the Real Property (as described in Exhibit A attached hereto) to the Premises, adjacent parking areas and associated common areas from the nearest public right-of- way, seven (7) days a week, twenty-four (24) hours a day, including normal business hours, for 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 of way. 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. 3. The License Agreement is effective as of the date set forth in Paragraph 1 above and the term of the License Agreement commences as set forth in the License Agreement. A copy of the License Agreement is on file in the office of the COUNTY and LICENSEE. 4. The terms, covenants and provisions of the License Agreement are hereby incorporated into this Memorandum, and such terms, covenants and provisions shall extend to and be binding upon the respective executors, administrators, heirs, successors and assigns of COUNTY and LICENSEE. IN WITNESS WHEREOF, the parties hereto have set their hands and affixed their respective seals on the day and year first above written. Signed, sealed and delivered in the presence of: Print Name: Print Name: Signed, sealed and delivered in the presence of I: �i I , ,..-- FTLI #635682 v1 COUNTY: MONROE COUNTY, FLORIDA, a political ubdivi on of the State a By: Print Name:l�i Xi �'I• e� �. Title: lPavoe MONROE COUNTY ATTORNEY VED AS TO 0 ANNE . TON ASSISTAN- C U NTY,ATIORNEY Date LICENSEE: Verizon Wireless Personal Communications LP d/b/a Verizon Wireless By: Name: Howard H. Bower Title: Area Vice President, Network, South Area STATE OF ) SS. COUNTY OF ) The foregoing instrument was acknowledged before me this day of , 2003, by , the of MONROE COUNTY, FLORIDA, a political subdivision of the State of Florida, on behalf of said County. He/She is personally known to me or has produced as identification. Notary Public: Name of Notary Printed: My commission expires: My commission number is: STATE OF (NOTARY SEAL) . SS. COUNTY OF The foregoing instrument was acknowledged before me this day of 2003, by Howard H. Bower, as Area Vice President, Network, South Area of Verizon Wireless Personal Communications LP d/b/a Verizon Wireless, a Delaware limited partnership, on behalf of the limited partnership. He is personally known to me or has produced as identification. NOTARY PUBLIC STATE OF NORTH CAROLINA CABARRUS COUNTY CATHARINE LAWSON MY COMMISSION EXPIRES jANUARY 4. 2005 My commission expires: I I L4 los My commission number is: Notary Public: //11 I� ," Name of Notary Printed: O-A-r 114E 1� A kso A (NOTARY SEAL) . NIII: Legal Description of Real Property A part of the Southeast Quarter (SE 1/4) of the Northwest Quarter (NW 1/4) of Section Ten (10), Township Sixty (60) South, Range Forty (40) East, Monroe County, Florida described as: Commencing at the Northeast corner of said Southeast Quarter (SE 1/4) of the Northwest Quarter (NW 1/4) of Section Ten (10); thence running at right angles Westerly fifteen (15) chains; thence at right angles South Ten (10) chains; thence at right angles East fifteen (15) chains; thence at right angles North Ten (10) chains to the PLACE OF BEGINNING. 11: : See Attached Site Plan of Premises - | ©,«wz z ■ -- q � � � | � . , | ■ § § . d \ ¥ §� § /■ � IX ■ Z \ | �® @ p; # " � ■� / / ,| ,| - ¥ .K LICENSEE Site I.D.: Monroe County Tower, Site No. 62310 LICENSE AGREEMENT This,License Agreemen the "LICENSE AGREEMENT") is made and entered into this Z2 �Pfi day of 2003, by and between MONROE COUNTY, FLORIDA, whose address is 500 Whitehead Street, Key West, Florida 33040 (hereinafter referred to as "COUNTY") and VERIZON WIRELESS PERSONAL COMMUNICATIONS LP d/b/a Verizon Wireless, with its principal office located at 180 Washington Valley Road, Bedminster, New Jersey 07921, (hereinafter referred to as "LICENSEE"). COUNTY is the owner of certain real property (the "Real Property"), improved with a guyed communications tower ("Tower") and communications equipment facility located at 11180 State Road 905, Key Largo, Florida (Latitude 250 14" 07', Longitude 800 19' 35"), Legal Description (KEY LARGO: RE00082680, SECTION 10, TOWNSHIP 60, RANGE 40, ISLAND OF KEY LARGO, PT SE QUARTER OF NW QUARTER) hereinafter referred to as the "Facility". COUNTY is willing to grant to LICENSEE, individual tower space (the '"Tower Space) designated as two hundred nineteen (219) feet AGL, and related ground space (the "Ground Space"), not to exceed 150 square feet as more particularly described in Exhibit "A", for equipment, subject to the terms and conditions set forth below. The Ground Space and the Tower Space are collectively referred to as the "Premises". In consideration of the foregoing premises, the license fees and mutual covenants contained herein, the parties agree as follows: 1. COUNTY hereby grants a license to LICENSEE to use, and LICENSEE accepts the right to use such a license from COUNTY, the Premises, subject to the terms and conditions of this LICENSE AGREEMENT. LICENSEE equipment in the Ground Space, shall be located as reflected in Exhibit "A", incorporated herein by reference. This LICENSE AGREEMENT and LICENSEES obligations hereunder are contingent upon the LICENSEE receiving all permits, approvals and certificates necessary and completing construction of the antennas and ground equipment as proposed by the LICENSEE in the attached proposal and plans. LICENSEE shall use the Premises for the purpose of constructing, maintaining and operating a communications facility and uses incidental to the communications facility, consisting of the placement of wireless communications equipment, mounting of antennas, and installation of coaxial cables (between the wireless equipment and the antennas), electrical utility service and fiber optic or telephone cables. Prior to construction or installation of any equipment, whether in the Ground Space or on the Tower, LICENSEE shall obtain written approval, signed by the County's Director of Communications, of the specific construction or installation placement within the Premises. COUNTY also grants to LICENSEE, non-exclusive right for ingress and egress, on foot or motor vehicle, including trucks, over the Real Property to the Premises, adjacent parking areas and associated common areas from the nearest public right-of-way, seven (7) days a week, twenty-four (24) hours a day, including normal business hours, for 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 of way. LICENSEE acknowledges that this is a secured facility and may require COUNTY escort to various areas within the Facility. COUNTY shall cooperate with LICENSEE in its effort to obtain utility service along said right of way by signing such documents or easements as may be required by utility companies. In the event any utility company is unable to use the right of way, the COUNTY 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. 2. LICENSEE must begin installation of its communications equipment on the Premises within one month and finish installation within three months of the date of issuance of the building permit. LICENSEE shall apply for building permits within 90 days of the execution of this LICENSE AGREEMENT. LICENSEE shall provide COUNTY with written notice of the commencement date within ten (10) days preceding the commencement of construction by LICENSEE and which written notice shall become a part of this LICENSE AGREEMENT. From and after the commencement date, LICENSEE shall pay to COUNTY an annual license fee of Twenty Thousand and 00/ 100 Dollars ($20,000.00), to be paid in equal monthly installments in advance plus any applicable sales tax, on the commencement date, should the commencement date not be on the first day of the month, the first month may be prorated. License fee shall be paid to the COUNTY at the address set forth above or such other person, firm or place as the COUNTY may designate in writing at least thirty (30) days in advance of any license fee payment date. License fee will be adjusted annually by a four (40/6) percent increase. 3. This LICENSE AGREEMENT shall be for an initial term of five (5) years, subject to the terms and conditions set forth in this LICENSE AGREEMENT. LICENSEE shall have the option to extend this LICENSE AGREEMENT for four (4) additional five (5) year terms, and such extensions shall automatically occur unless LICENSEE provides COUNTY written notice of its intention not to extend this LICENSE AGREEMENT at least six (6) months prior to the end of the then current license term. If at the end of the fourth (4th) five (5) year extension term, this LICENSE AGREEMENT has not been terminated 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 LICENSE AGREEMENT shall continue in force upon the same covenants, terms and conditions for a further term of one (1) year, and for annual terms thereafter until terminated by either party by giving to the other written notice of its intention to so terminate at least six (6) months prior to the end of such term. 4. LICENSEE shall use and occupy only that portion of the Premises as originally proposed in the attached proposal and plans. LICENSEE shall bear all costs of permitting and construction costs associated with the attached proposal and plans. LICENSEE understands and agrees, that at the execution of this LICENSE AGREEMENT, LICENSEE is responsible to pay Sprint Spectrum, L.P. a one time co - location fee of $79,126.94 (Seventy Nine Thousand, One Hundred Twenty Six Dollars and Ninety Four cents). 5. LICENSEE shall prepare, at its expense, all necessary drawings and specifications for the installation of LICENSEE'S telecommunications equipment, which COUNTY's Director of Communications 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 delivered written objections to LICENSEE within ten (10) business days of COUNTY's receipt of such drawings and specifications. This approval is not a substitute for building permit, which may be required by County Code Chapters 6 and 9.5. In addition, LICENSEE shall have the right to file any applications for certificates, permits and other approvals that may be required by any federal, state or local authorities. COUNTY agrees to cooperate, in a timely manner, with LICENSEE in its efforts to obtain such approvals with the appropriate authorities and to address in a timely manner any written objections to the drawings and specifications and if parties, acting reasonably, cannot resolve such objections, LICENSEE shall have the right to terminate this LICENSE AGREEMENT. 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 to install radio equipment of a type and frequency which will not cause measurable interference with COUNTY'S or other existing antennas and 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 and Facility shall be resolved pursuant to the terms and provisions of that certain interference agreement attached hereto as Attachment "I" (the "Interference Agreement"). COUNTY agrees that prior to allowing any additional tenant(s) or user(s) to co -locate on the Tower and in the Facility, such tenant or user must join in and agree to be bound by the Interference Agreement. 8. LICENSEE and COUNTY do hereby agree that this Agreement is non- exclusive as to the Facility (but exclusive as to the Ground Space and Tower Space) and that the COUNTY may license future additional wireless antennas or equipment for the purpose of wireless communications on the Tower, provided that the (i) new licensees antennas or equipment do not cause measurable interference with the then existing antennas and equipment of COUNTY, LICENSEE and other tower users and (ii) structural capacity of the Tower 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 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 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. Subject to the limitations set by Florida Statutes 768.28, 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. 10. Throughout the term of this LICENSE AGREEMENT and any extensions, COUNTY shall keep and maintain in good order, condition and repair the Real Property, Facility and Tower. 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 equipment, antennas and/or coaxial transmission lines or related equipment from the Premises in connection therewith, unless required by law. 11. Except for the negligence and willful misconduct of the COUNTY, its employees, agents and contractors, LICENSEE covenants and agrees to indemnify and hold harmless Monroe County Board of County Commissioners from any and all claims for bodily injury (including death), personal injury, and property damage (including property 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 the LICENSEE utilizing the property governed by this LICENSE AGREEMENT. The extent of liability is in no way limited to, reduced, or lessened by the insurance requirements contained elsewhere within this LICENSE AGREEMENT. Except for the negligence and willful misconduct of LICENSEE, its employees, agents and contractors, and subject to the limitations set by Florida Statutes 768.28, COUNTY shall indemnify and hold harmless LICENSEE from any and all claims for bodily injury (including death), personal injury, and property damage and any other losses, damages, and expenses (including attorney's fees) which arise out of, in connection with, or by reason of the COUNTY utilizing the Real Property, the Tower and/or the Facility. Whether the cause of any damage, loss, or liability is insurable, insured or not insured, foreseen or unforeseen, neither party hereto nor its representatives, agents, contractors, subcontractors, invitees or licensees shall in any event be liable to the other party or its representatives, agents, contractors, subcontractors, invitees or licensees for claims for anticipatory profits, consequential, incidental, exemplary, punitive, or any indirect damages of any nature arising at any time, from any cause whatsoever, whether arising in tort, contract, warranty, strict liability, by operation of law, or otherwise, even if by such party's, its representatives', agents', contractors', subcontractors', invitees' or licensees' negligence or fault, connected with or resulting from performance or non-performance under this LICENSE AGREEMENT or as a result of the construction, maintenance, operation or use of the Property, the Premises, the Tower, the Facility, or the right of way granted hereunder by either party. 12. LICENSEE shall procure and maintain insurance as contained in Exhibit "B". To the extent permitted by law, the parties hereto hereby waive any and all rights of action for negligence against the other which may hereafter arise on account of damage to the Premises, the Tower, the Facility or the Real Property, resulting from any fire, or other casualty of the kind covered by standard fire insurance policies with extended coverage, regardless of whether or not, or in what amounts, such insurance is now or hereafter carried by the parties hereto, or either of them. Provided LICENSEE maintains a net worth equal to at least 25 million dollars, COUNTY agrees that LICENSEE may self insure against any loss or damage which could be covered by the General Liability Insurance set forth in Exhibit "B". COUNTY hereby stipulates that it is a state governmental agency as defined by Florida statutes, and represent to LICENSEE that it has purchased suitable public liability, vehicle liability and workers compensation insurance, or is self -insured in amounts adequate, to respond to any and all claims within the limitations of Sections 768.28 and 440 of the Florida Statutes, arising out of the activities governed by this LICENSE AGREEMENT. 13. Subject to the limitations set by Florida Statute 768.28, COUNTY shall be responsible for the clean-up of any on -site hazardous waste existing prior to the date of this LICENSE AGREEMENT or hereafter caused by the COUNTY 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 the LICENSE 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, 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 its facility as contemplated under this LICENSE AGREEMENT) so that rebuilding the Tower "as is" would not be economically feasible, as may be reasonably determined by COUNTY, LICENSEE may at its sole discretion terminate this LICENSE AGREEMENT or rebuild the Tower at its expense. If LICENSEE should elect to rebuild the Tower as provided for in this paragraph, then this LICENSE AGREEMENT shall recommence at that point in time as if this LICENSE AGREEMENT had just been approved by the parties hereto. In the event that due to such damage or destruction, LICENSEE's use of the Premises is disrupted, license fee due hereunder shall abate in full pending restoration or repair of the Premises; provided, however, if LICENSEE's use of the Premises is disrupted for more than forty- five (45) days, then LICENSEE shall have the right to terminate this LICENSE AGREEMENT. 15. If the whole of the Real Property, Facility and/or Tower or such portion thereof as will make the Premises unusable for the purposes herein (as determined by LICENSEE), are condemned by any legally constituted authority for any public use or purpose, then in either of said events LICENSEE shall have the right to terminate this LICENSE AGREEMENT as of the time when possession thereof is taken by public authorities, and license fee shall be accounted for as between COUNTY and LICENSEE, as of that date. Any lesser condemnation shall in no way affect the respective rights and obligations of COUNTY and LICENSEE hereunder; provided, however, if LICENSEE's use of the Premises is disrupted for more than forty-five (45) days as a result of such lesser condemnation, then LICENSEE shall have the right to terminate this LICENSE AGREEMENT. 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 interest hereunder, business damages related to loss of its antennas and equipment, and relocation costs. 16. Should LICENSEE fail to fulfill any of its covenants under this LICENSE AGREEMENT, County shall provide written notice of said default. Upon receipt of such default, LICENSEE shall cure or remedy said default within sixty days of said notice, or shall, within ten business days thereof, give written notice to COUNTY that LICENSEE cannot reasonably cure or remedy the default, either at all, or within the 60 days. If additional time is reasonably required in order to cure said default, County shall not unreasonably withhold permission to cure the default with due diligence over such time as County may at that time specify. Should LICENSE fail to cure or remedy said default within said sixty day period (or such extended period granted by the COUNTY pursuant to the preceding sentence), then COUNTY shall have the right to terminate this LICENSE AGREEMENT. LICENSEE shall remove its property as required upon termination pursuant to the paragraph below. 17. LICENSEE, shall, within ninety (90) days after the termination of this LICENSE AGREEMENT, remove its personal property and fixtures and restore the Premises to its original condition, reasonable wear and tear and casualty loss excepted. If LICENSEE remains 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 removal of personal property and fixtures are completed. COUNTY agrees and acknowledges that all of the equipment, fixtures and personal property of LICENSEE shall remain the personal property of LICENSEE and LICENSEE shall have the right to remove the same, whether or not said items are considered fixtures and attachments to real property under applicable law. 18. This LICENSE AGREEMENT may be sold, assigned or transferred by the LICENSEE without any approval or consent of the LICENSOR to the LICENSEE's principal, affiliates, subsidiaries of its principal or to any entity which acquires all or substantially all of LICENSEE's assets in the market defined by the Federal Communications Commission in which the Property is located by reason of a merger, acquisition or other business reorganization. As to other parties, this LICENSE AGREEMENT may not be sold, assigned or transferred without the written consent of the LICENSOR, which such consent will not be unreasonably withheld or delayed. In the event of such merger, acquisition or other business reorganization, LICENSEE shall, within a reasonable period of time after said event, notify COUNTY of name, address, and contact of successor entity. 19. COUNTY covenants that COUNTY is seized of good and sufficient title and interest to the Real Property and has full authority to enter into and execute this LICENSE AGREEMENT. COUNTY further covenants that there are no other liens, judgments or impediments of title on the Real Property and that there are no covenants, easements, restrictions or agreements binding on COUNTY or the Real Property that would prevent the use of the Premises by LICENSEE as set forth in this LICENSE AGREEMENT, and that the Tower, Facility and the Real Property is in compliance with all applicable laws. 20. LICENSEE, at LICENSEE's option and expense, may record a short form memorandum of this LICENSE AGREEMENT and obtain title insurance on the Premises and/or Real Property. COUNTY, 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 LICENSEE, on paying the license fee and performing it's obligations under this LICENSE AGREEMENT will 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, or by commercial courier, provided the courier's regular business is delivery service and provided further that it guarantees delivery to the addressee by the end of the next business day following the courier's receipt from the sender, addressed to each party as follows: LICENSOR: Monroe County Communications Department Director of Communications 10600 Aviation Boulevard Marathon, Florida 33050 Monroe County County Attorney P.O. Box 1026 Key West, Florida 33041-1026 LICENSEE: Verizon Wireless Personal Communications LP d/b/a Verizon Wireless 180 Washington Valley Road Bedminster, New Jersey 07921 Attention: Network Real Estate Notices shall be effective upon mailing or delivering the same to a commercial courier, as permitted above. 23. This LICENSE AGREEMENT shall extend to and bind the heirs, personal representatives, successors and assigns of the parties hereto. 24. This LICENSE AGREEMENT may be executed in three (3) counterparts, each of which shall be deemed an original, and such counterparts shall constitute but one and the same LICENSE AGREEMENT. 25. This LICENSE 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 LICENSE AGREEMENT, the prevailing party shall be entitled to recover from the non -prevailing party its reasonable costs incurred including reasonable attorneys fees for services rendered, including appellate proceedings and post judgment proceedings. Venue for any action arising under this LICENSE AGREEMENT must be in a court of competent jurisdiction in Monroe County, Florida. 27. This LICENSE AGREEMENT constitutes the full agreement and understanding of both PARTIES, and no verbal or oral agreements, promises or understandings shall be binding upon either the COUNTY or LICENSEE in any dispute, controversy or proceeding at law, and any addition, variation or modification to this LICENSE AGREEMENT shall be void and ineffective unless made in writing and signed by the parties hereto. In the event any provision of this LICENSE AGREEMENT is found to be invalid or unenforceable, such finding shall not effect the validity and enforceability of the remaining provisions of this LICENSE AGREEMENT. The failure of either party hereto to insist upon strict performance of any of the terms or conditions of this LICENSE AGREEMENT or to exercise any of its rights under this LICENSE AGREEMENT shall not waive such rights and such party shall have the right to enforce such rights at any time and take such action as may be lawful and authorized under this LICENSE AGREEMENT, either in law or in equity. 28. Notwithstanding anything to the contrary contained herein, and provided LICENSEE is not in default hereunder and shall have paid all rents and sums due and payable to the COUNTY by LICENSEE, LICENSEE shall have the right to terminate this LICENSE AGREEMENT upon each annual anniversary of this LICENSE AGREEMENT provided that three (3) months prior notice is given the COUNTY. 29. Should the COUNTY, at any time during the term of this LICENSE AGREEMENT, decide to sell all or any part of the Real Property to a purchaser other than LICENSEE, such sale shall be under and subject to this LICENSE AGREEMENT and LICENSEE's rights hereunder, and any sale by the COUNTY of the portion of the Real Property underlying the right of way herein granted to LICENSEE shall be under and subject to the right of the LICENSEE in and to said right of way. 30. The provisions of this LICENSE AGREEMENT relating to indemnification from one party to the other party shall survive any termination or expiration of this LICENSE AGREEMENT. Additionally, any provisions of this LICENSE AGREEMENT which require performance subsequent to the termination or expiration of this LICENSE AGREEMENT shall also survive such termination or expiration. 31. The parties hereto agree that this LICENSE AGREEMENT and LICENSEE'S obligations hereunder are contingent upon LICENSEE receiving all permits, approvals and certificates (collectively the "Governmental Approvals") that may be required by any federal, state or local authorities as well as satisfactory soil boring tests which will permit LICENSEE to use and occupy the Premises as set forth herein. COUNTY shall cooperate with LICENSEE in its effort to obtain such approvals and shall take no action which would adversely affect the status of the Real Property with respect to the proposed use by LICENSEE. In the event that any of such applications for such Governmental Approvals should be finally rejected or any Governmental Approval issued to LICENSEE is canceled, expires, lapses, or is otherwise withdrawn or terminated by governmental authority or soil boring tests are found to be unsatisfactory so that LICENSEE in its sole discretion will be unable to use the Premises for its intended purposes or the LICENSEE determines that the Premises is no longer technically compatible for its intended use, LICENSEE shall have the right to terminate this LICENSE AGREEMENT. 32. In the event this LICENSE AGREEMENT is terminated for any reason (other than for LICENSEE's failure to cure a default), COUNTY agrees to pay LICENSEE, within thirty (30) days after said termination date, any unaccrued portion of the annual license fee prepaid by LICENSEE. The obligation of COUNTY under this paragraph shall survive termination of this LICENSE AGREEMENT. 33. Notwithstanding the fact that a license is normally revocable at will by the grantor, the parties hereto agree that this LICENSE AGREEMENT is not revocable at will and can only be terminated in accordance with the provisions of this LICENSE AGREEMENT or as a result of a default that is not cured within any applicable notice and cure period set forth in this LICENSE AGREEMENT. [Remainder of Page Left Blank, Signature Page to Follow] IN WITNESS WHEREOF, the parties hereto have set their hands and affixed their respective seals on the day and year first above written. Signed, sealed and delivered in the presence of-. Print Name: Signed, sealed and delivered in the presence of MN • -, _WO I/ft�ir By: Name: FTLI #543287 v8 COUNTY: MONROE COUNTY, FLORIDA, a political subdivision of the State of Florida . , y >;�7 Print Name: e- 172. e-i+ a r Title:_ / MONROE OURS APP OVED 0 FORNEY ZANNE A. HUT N ASSISTANT CYA 0 P44EY Date LICENSEE: Verizon Wireless Personal Communications LP d/b/a Verizon Wireless By: A ��- Name: Howard H. Bower Title: Area Vice President, Network, South Area ATTACHMENT "I" INTERFERENCE AGREEMENT 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, and in accordance to any County, State or Federal laws and regulations. IN 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 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. LICENSEE or user responsible for the interference will within 24 hours begin all steps necessary to correct and eliminate the interference at their expense; provided, however, LICENSEE will not be responsible for curing the interference if the equipment being interfered with was installed at the Facility after the date of LICENSEE's equipment causing the interference. 5. Should the interference not be minimized within 72 hours or eliminated within 30 days, LICENSEE may elect to terminate this LICENSE AGREEMENT. In the event LICENSEE desires not to terminate this LICENSE AGREEMENT, COUNTY hereby grants and assigns to LICENSEE the right, but not the obligation, to take any and all action permitted under the agreement between COUNTY and the entity responsible for such interference, or otherwise available in law or equity, to require said entity to immediately eliminate any interference to LICENSEE's equipment. As to LICENSEE's initial installations, LICENSEE has satisfied itself and hereby represents and warrants to COUNTY that LICENSEE's initial installations will not cause measurable interference with the antennas and equipment existing on the Tower as of the date of this LICENSE AGREEMENT. LICENSEE agrees to indemnify, hold harmless and defend COUNTY against any damage, including attorney's fees, arising out of such interference with respect to antennas and equipment which are in use as of the date of this LICENSE AGREEMENT. END OF ATTACHMENT "I" EXHIBIT "A" THE PREMISES Antenna and Cable Specification With Mounting Drawing Ground Space Drawings With Plans SEE ATTACHED is s r En i fie EXHIBIT "B" LICENSEE'S INSURANCE REQUIREMENTS GENERAL LIABILITY INSURANCE REQUIREMENTS Prior to the commencement of work governed by this LICENSE AGREEMENT, LICENSEE shall obtain General Liability Insurance. Coverage shall be maintained throughout the term of the LICENSE AGREEMENT 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: $2,000,000 Combined Single Limit (CSL) 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 LICENSE AGREEMENT. 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. VEHICLE LIABILITY INSURANCE REQUIREMENTS Recognizing that the work governed by this LICENSE AGREEMENT requires the use of vehicles, LICENSEE, prior to the commencement of work, shall obtain Vehicle Liability Insurance. Coverage shall be maintained throughout the term of this LICENSE AGREEMENT and include, as a minimum, liability coverage for: • Owned, Non -Owned, and Hired Vehicles The minimum limits acceptable shall be: $2,000,000 Combined Single Limit (CSL) The Monroe County Board of County Commissioners shall be named as Additional Insured on all policies issued to satisfy the above requirements. WORKERS' COMPENSATION INSURANCE REQUIREMENTS Prior to the commencement of work governed by this LICENSE AGREEMENT, LICENSEE shall obtain Workers' Compensation Insurance with limits sufficient to respond to Florida Statute 440. In addition, LICENSEE 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 this LICENSE AGREEMENT. Coverage shall be provided by a company or companies authorized to transact business in the state of Florida. If LICENSEE has been approved by the Florida's Department of Labor, as an authorized self -insurer, the COUNTY shall recognize and honor LICENSEE's status. LICENSEE may be required to submit a Letter of Authorization issued by the Department of Labor and a Certificate of Insurance regarding LICENSEE's Excess Insurance Program. If LICENSEE participates in a self-insurance fund, a Certificate of Insurance will be required. In addition, LICENSEE may be required to submit updated financial statements from the fund upon request from the COUNTY. END OF EXHIBIT "B" CERTIFICATE NUMBER PRODUCER MARSH USA, INC. 1166 AVENUE OF THE AMERICAS, 40TH FLOOR NEW YORK, NEW YORK 10036-2774 TEL: 212-345-3259 FAX: 212-345-472514268 ATTN: VIVIAN EDWARDS BELL -CELLC-VW180-2002 FE INSURED VERIZON WIRELESS PERSONAL COMMUNICATIONS, LP DBA VERIZON WIRELESS 777 YAMATO ROAD, SUITE 600 ATTN: REAL ESTATE MANAGER BOCA RATON, FL 33431 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER OTHER THAN THOSE PROVIDED IN THE POLICY. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES DESCRIBED HEREIN. COMPANIES AFFORDING COVERAGE COMPANY A AMERICAN HOME ASSURANCE COMPANY COMPANY B Insurance Co. State of Pennsylvania COMPANY C ILLINOIS NATIONAL INSURANCE CO. COMPANY D N/A THIS IS TO CERTIFY THAT POLICIES OF INSURANCE DESCRIBED HEREIN HAVE BEEN ISSUED TO THE INSURED NAMED HEREIN FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THE CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, CONDITIONS AND EXCLUSIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. CO LTR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE (MMIDDIYY) POLICY EXPIRATION DATE (MMIDDIYY) LIMITS q GENERAL LIABILITY X COMMERCIAL GENERAL LIABILITY CLAIMS MADE � OCCUR OWNER'S & CONTRACTOR'S PROT RMGL 480-5706 06/30/03 06/30/04 GENERAL AGGREGATE $ 2,000,000 PRODUCTS - COMP/OP AGG $ INCL. PERSONAL & ADV INJURY $ 2,000,000 EACH OCCURRENCE $ 2,000,000 FIRE DAMAGE (Any one fire) $ 50,000 MED EXP (Any oneperson) $ 10,000 q A A A AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON -OWNED AUTOS RMCA 661-2257 (AOS) RMCA 661-2258 (TX) RMCA 661-2260 (VA) RMCA 661-2259 (MA) AP'P B BY A 06/30/03 06/30/03 06/30/03 06/30/03 r MANA ,, T 06/30/04 06/30/04 06/30/04 06/30/04 E 7a COMBINED SINGLE LIMIT $ 2,000,000 X BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE $ GARAGE LIABILITY ANY AUTO DATE WAIVER NI YES AUTO ONLY -EA ACCIDENT $ OTHER THAN AUTO ONLY. EACH ACCIDENT $ AGGREGATE $ EXCESS LIABILITY UMBRELLA FORM OTHER THAN UMBRELLA FORM EACH OCCURRENCE $ _ AGGREGATE $ $ q q B C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY THE PROPRIETOR/ INCL PARTNERS/EXECUTIVE OFFICERS ARE: NEXCL RMWC 521-1631 (AOS) RMWC 521-1627 (CA) RMWC 521-1628 (FL, MA, TN, VA) RMWC 521-1629 ( IL, NY, WI) 06/30/03 06/30/03 06/30/03 06/30/03 06/30/04 06/30/04 06/30/04 06/30/04 WC STATU- X I ORY LIMITS ER - EL EACH ACCIDENT $ 100,000 EL DISEASE -POLICY LIMIT $ 500,000 EL DISEASE -EACH EMPLOYEE $ 100,0001 DESCRIPTION OF OPERATION S/LOCATIONSNEHICLES/SPECIAL ITEMS THE CERTIFICATE HOLDER IS INCLUDED AS AN ADDITIONAL INSURED AS THEIR INTERESTS MAY APPEAR WITH RESPECT TO MONROE COUNTY TOWER/SITE #62310111180 STATE ROAD 905, NORTH KEY LARGO, FL. MONROE COUNTY BOARD OF COUNTY COMMISSIONERS 1100 SIMONTON STREET KEY WEST, FLORIDA 33040 SHOULD ANY OF THE POLICIES DESCRIBED HEREIN BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE INSURER AFFORDING COVERAGE WILL ENDEAVOR TO MAIL _ An DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED HEREIN, BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER AFFORDING COVERAGE, ITS AGENTS OR REPRESENTATIVES, OR THE ISSUER OF THIS CERTIFICATE. MARSH USA INC. IY: Steven Becker 1>6j► MM IQ2 .. VALID AS OF a 10/22/03