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ENTRY AND TESTING AGREEMENT
This Entry and Testing Agreement (the "Agreement") is made as of this 18th day of
May 2005 (the "Execution Date") by and between Monroe County BOCC 1
("Grantor") and NEW CINGULAR WIRELESS PCS, LLC, a Delaware a limited liability company,
d/bla Cingular Wireless ("Grantee").
WHEREAS, Grantor is the owner of or holds a leasehold interest in a portion of real property
commonly known as North Key Largo Tower Site, City of N/ A , County of
Monroe , State of Florida (the "Property"); and
WHEREAS, Grantee has an interest in leasing or licensing certain space on the Property as a
tower or antenna site, as applicable (the "Site") for purposes of installing, operating and maintaining a
communications facility which shall include improvements, including but not limited to, antennas,
microwaves, coaxial cables and other equipment thereto; and
WHEREAS, in order for Grantee to determine the viability and feasibility of the Site for Grantee's
intended use as a tower or antenna site, it is necessary for employees, agents or independent contractors of
Grantee to enter upon and inspect the Property and/or to temporarily locate communications equipment on
the Site to conduct short term radio propagation tests; and
WHEREAS, as an accommodation to Grantee, Grantor is willing to permit Grantee, its employees,
agents and/or independent contractors to enter onto the Property to conduct such investigations, under the
terms and conditions stated herein.
NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein,
the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
1. Grantor grants to Grantee, its contractors, agents, employees and assigns the right to enter
upon the Property to conduct and perform all or some of the following activities to
determine the feasibility of the Site for use as a tower or antenna site: surveys, geo-
technical soil borings and analysis (including, but not limited to, any structural analysis
on any existing Structure on the Property), Phase I and Phase IT environmental audits,
boundary surveys, radio propagation studies, which is understood to mean the vertical
placement of a radio transmitter by crane, or in the instance where there is an existing
tower or building on the Property, on such tower or building, at the height required for
potential permanent antenna placement, and such other tests and inspections of the Site
which Grantee may deem necessary or advisable (the "Permitted Activities"). Grantee's
rights under this Agreement are specifically limited to the Permitted Activities and shall
not include any other activities on any other portion of the Property upon which the Site
is located. Grantee shall be responsible for any and all costs related to the Permitted
Activities, including the installation, operation and removal of equipment on the Site.
Grantee's access to the Site shall be coordinated in advance with Grantor and is subject to
Grantor's approval. In addition to the foregoing, Grantor consents and agrees that
Grantee, its contractors, agents, employees and assigns, shall have the right to make and
file applications on Grantor's behalf to such local, state and federal governmental entities
04114/054:04 PM/paa
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2840310004 cs 4/11103
whose approval Grantee may consider necessary or advisable to have the Property
approved as a tower or antenna site, including but not limited to, governmental approvals
for zoning variances, rezoning applications, building permits and wetland permits. In the
event any governmental agent shall require further documentation, Grantor agrees that it
shall execute any such documents to evidence its consent to the action proposed by
Grantee.
2. Grantee agrees to comply with all local, state and federal laws, rules and ordinances
applicable to the Permitted Activities. Grantee further agrees to exercise due care in the
performance of all Permitted Activities on the Site, and to not interfere with Grantor's or
any other authorized party's activities on the Site.
3. Grantee shall indemnify and hold harmless Grantor, its employees, agents or contractors,
from any and all claims, actions, damages, liability and expense, including without
limitation reasonable attorneys' fees and costs in connection with personal injury or
property damage arising out of the acts or omissions of Grantee, its employees, agents or
independent contractors entering upon the Site under this Agreement. This
indemnification obligation shall survive the expiration or termination of this Agreement.
4. At Grantor's request, Grantee agrees to provide a certificate of insurance evidencing the
insurance coverage of Grantee and/or its contractors.
5. The Term of this Agreement shall be one hundred eighty (180) days from the Execution
Date hereof; provided however, that Grantor may immediately terminate this Agreement
in the event that Grantee breaches any term of this Agreement.
6. In the event this Agreement expires or is terminated and the parties have failed to execute
a License or Lease for this Site, Grantee will immediately remove any and all of its
equipment from the Site and will restore the Site to substantially the condition that
existed immediately prior to Grantee's entry thereon, reasonable wear and tear and
damage not caused by Grantee excepted.
7. In the event that Grantor is a lessee of the Property, Grantor shall use its best efforts to
obtain a consent to this Agreement from the underlying Lessor and any necessary
documentation to allow Grantee the ability to perform any of the Permitted Activities on
the Property. Furthermore, Grantor shall provide, upon Grantee's request, any existing
documentation in Grantor's possession related to the Property including, but not limited
to, an existing survey and copies of any existing reports and applications that Grantee
deems reasonably necessary.
8. This Agreement constitutes the entire understanding between the parties with respect to
the Permitted Activities. All prior agreements or understandings, whether oral or written
are superceded. This Agreement may be amended only by a written document duly
executed by the parties. This Agreement is governed by the State in which the Site is
located.
SIGNATURES CONTAINED ON THE FOLLOWING PAGE
REMAINDER OF P AGE INTENTIONALLY LEFT BLANK
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WPB1\REAlEST\118177.1
2840310004 cs 4/11103
IN WITNESS WHEREOF, the undersigned have hereunto set their hands and seals as the date
first above written.
d~. ~r ,lu~
Mayor. Monroe County Board of County
Commissioners OUNTY ^JTORNEY
MONROE C f"\
A ROVED AS T E .
Signed, sealed and delivered in the presence of:
GRANTOR:
a
Print Name:
By:
Name:
Title:
Print Name:
Signed, sealed and delivered in the presence of:
GRANTEE:
NEW CINGULAR WIRELESS PCS, LLC,
a Delaware limited liability company,
d/b/a Cingular Wireless
Print Name:
By:~~~
Name:
T.tl. - William Schutts
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May 31,2005
Beverly Harbaugh
Monroe County
Emergency Communications Division
Marathon, Florida 33050
RE: Certificate of Liability Insurance from Cingular Wireless For
Its Telecommunications Facility on the Monroe County Tower
Site Address: 11180 CR-905, Key Largo, Florida 33037
Dear Beverly:
Per Monroe County's request, Cingular has had its insurance company issue a Certificate of
Liability Insurance naming Monroe County as an additional insured. While Monroe County has
requested an original of this Certificate, Cingular's insurance company does not issue original
certificates. Monroe County's copy of the Certificate has the same force as an original. If you
would like further clarification regarding this matter, please contact Nessiffer Abhaisingh at 561-
995-3252.
Feel free to contact me at 561-329-2447 or via email at tasadaCC@bechtel.com should you
require additional information.
Best regards,
'irrJ-I ~
Todd Sadacca
Enclosure
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2870 stirling Road
Suite 105
Hollywood, Florida 33020
office: 954-921-8714 mobile: 561-329-2447 fax: 954-921-1418
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ACORDTM CERTIFICATE OF LIABILITY INSURANCE 12/0112005 ~~/~~/;~Y)
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
A TER THE VERAGE A DED BY H P I I
~;..:.._oi,;,,'<,_~~.~~..~""-___..._.
PRODUCER
LOCKTON COMPANIES OF DALLAS
717 N. HARWOOD, LB#27
DALLAS TX 75201
214-969-6700
INSURED
1024338
INSURERS AFFORDING COVERAGE
Cingular Wireless, LLC
5565 Glenridge Connector, Suite 1800
Atlanta GA 30342
INSURER A: ACE American Insurance Com an
INSURER B: National Union Fire Insurance Co.
INSURER c: Lexin ton Insurance Com an
INSURER 0 :
INSURER E :
COVERAGES
GO
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. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
I,N~DR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION LIMITS
~ERAL LIABIUTY
A Jl ~MMERCIAL GENERAL LIABILITY
_ ---.J CLAIMS MADE ~ OCCUR
HDOG 19905020
12/01/2004
12/01/2005
nGEN.'L AGGRE-nGATE LIMIT APnPLlES PER:
PRO-
POLICY JECT LOC
~OMOBILE LIABILITY
A Jl ANY AUTO
_ ALL OWNED AUTOS
_ SCHEDULED AUTOS
_ HIRED AUTOS
_ NON-OWNED AUTOS
ISAH08004225
12/01/2004
12/01/2005
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DATE ....-' ~i_"::-:;::; --..--
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WAlvr::n '"'f .....-T
NOT APPLICABLE
-
~AGE LIABILITY
I ANY AUTO
EXCESS LIABILITY
B tl~loccUR D CLAIMS MADE
R r)(I UMBRELLA
DEDUCTIBLE ~ FORM
RETENTION $
A WORKERS COMPENSATION AND
A EMPLOYERS' LIABILITY
BE4484609
12/01/2004
12/01/2005
WLRC44175575 AOS
SCFC44175678 WI
12/01/2004
12/01/2004
12/01/2005
12/0112005
C OTHER
All Risk Propeny Replacement
Cost
1282830
12/15/2004
03/1512006
EACH OCCURRENCE $
FIRE DAMAGE (Anv one firel $
MED EXP (Anv one ""rson\ $
PERSONAL & ADV INJURY $
GENERAL AGGREGATE $
PRODUCTS - COMP/OP AGG $
2 500 000
XXXXXXX
Excluded
2 500 000
10 000 000
10 000 000
COMBINED SINGLE LIMIT $ 2,500,000
(Ea accident)
BODILY INJURY $ XXXXXXX
(Per person)
BODILY INJURY $ XXXXXXX
(Per accident)
PROPERTY DAMAGE $ XXXXXXX
(Per accident)
AUTO ONLY - EA ACCIDENT $
OTHER THAN
AUTO ONLY:
EA ACC $
AGG $
xxxxxxx
XXXXXXX
XXXXXXX
5,000,000
5,000,000
XXXXXXX
$ XXXXXXX
XXXXXXX
1,000,000
1 000 000
1 000 000
DESCRIPTION OF OPERATIONSIlOCATIONSNEHICLESlEXCLUSIONS ADDED BY ENDORSEMENTISPECIAL PROVISIONS
LEASING SPACE WITHING EXISTING EQUIPMENT COMPOUND AND ON EXISTINGTELECOMMUNICA nONS TOWER TO INST ALL ANTENNAS,
COAXIAL CABLING AND RADIO EQUIPMENT SHELTER; CELLULAR SITE: KLKEY (NORTH KEY LARGO); LOCA nON: 11180 COUNTY
ROAD 905, KEY LARGO, FLORIDA 33037. MONROE COUNTY IS NAMED AS ADDITIONALlNSURED.
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL ..1Q.. DAYS WRITTEN
NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL
IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR
REPRESENTATIVES.
AUTHORIZED REPRESENTATIVE ""1? G 0 'OS ~ h
CERTIFICATE HOLDER I X I ADDITIONAL INSURED" INSURER LETTER:
2291643
MONROE COUNTY
AnN: BEVERLY HARBAUGH
10600 AVIATION BLVD.
MARATHON FL 33050
CANCELLATION
I
ACORD 25-5 (7/97) For questions regarding this certificate, contact the number listed in the 'Producer' seelton above end specify the client code 'CINWMl1'.
EACH OCCURRENCE
AGGREGATE
x I~~~~Y;:" I ,gJH-
EL EACH ACCIDENT $
EL DISEASE - EA EMPLOYEF $
EL DISEASE - POLICY LIMIT $
$1,000,000
c ACORD CORPORATION 1988