LICENSE AGREEMENT FIVE YEAR 09/01/1992 TO 08/31/1997
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LICENSE AGREEMENT
T~IS LICENSE AGREEMENT is made and entered into this ~~~ day of
P~u.sr , 1992, by and between the CITY OF CLEARWATER, FLORIDA
(herein, 'City"), and GTE MOBILNET OF TAMPA, INCORPORATED, with offices at 600
North Westshore Boulevard, Tampa, Florida 33609 (herein, "GTE").
1. Premises: City hereby grants unto GTE and GTE hereby accepts from
City a nonexclusive license to use not more than 550 square feet of land area
situated on the water tank site at Del Oro Park in the City of Clearwater,
together with space on the water tank to mount three (3) cellular antennas as
specified Paragraph 2 below and in Exhibit A attached hereto. The land area and
water tank space are referred to her~n as the "Licensed Premises. II The water
tank is located at Latitude 27058112 North and Longitude 82042126" West.
2. Communication Equipment. City hereby grants permission to GTE to
install and operate the following described cellular communications equipment,
building, generator and associated equipment on or in the Licensed Premises:
(a) Three (3) SWEDCOM Model LPD 790518 antenna or three (3) Antel BCR
80013 or equivalent with the antennas mounted on the Water Tank balcony hand rail
assembly in accordance with Exhibit "A. II The exact locations of antennas shall
be supplied to City in the form of as-built drawings after installation; no
alterations thereafter shall be made without prior written approval and
acceptance by City and GTE, such approval not to be unreasonably withheld.
(b) Flexible coaxial transmission lines between antennas and cellular
communications equipment which shall be anchored and installed on the water tank
structure in accordance with good and accepted engineering practices.
(c) Radio communications equipment consisting of transmitters, receivers
and accessories to be installed in an equipment building located in accordance
with Exhibit "A." The ground space shall be a 251 x 221 area, more or less,
within the existing water tank site.
In this agreement, all of GTEls equipment, building, panels, generator, cables,
wires, antennas, and accessories are referred collectively to as "Communications
Equipment'! or "Communications Center."
3. Term: The primary term of this Agreement shall be for five (5) years
commencing on September 1, 1992, and terminating on August 31, 1997, subject to
extensions as set forth in Paragraph 8 below.
4. Rent: During the primary term of this Agreement, as rental for the
Licensed Premises, GTE will pay City the annual sum of Six Thousand Five Hundred
Four Dollars ($6,504.00), payable annually in advance. The rental during the
primary term will be adjusted at the end of each year and shall be based on the
U. S. Department of Commerce "National Consumer Price Index" for all urban
consumers, U. S. city average ("CPI-U") indicator and shall be determined by
dividing the CPI-U indicator from the most recently published indicator prior to
the adjustment date, by the CPI-U indicator published one (1) year prior to the
adjustment date, and multiply the resultant number by the yearly license rental
amount of the most recent past license period; provided, however, that the new
yearly license increase amount shall in no case be less than 3% or more than 5%
of the most recent past yearly license rental amount.
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5. Use: GTE will use the Licensed Premises for the purpose of
constructing and operating a Communications Center. GTE will abide by all local,
state and federal laws and obtain all permits and licenses necessary to operate
its system. GTE shall use the Licensed Premises for no other purpose, without
the prior written consent of City.
6. Access: GTE shall have reasonable ingress and egress on a 24-hour
basis to the Licensed Premises for the purposes of maintenance, installation,
repair and removal of said Communications Equipment. Provided, however, that
only authorized engineers or employees of GTE, or persons under GTEls direct
supervision, will be permitted to enter the said Licensed Premises, and their
entry shall be for the purpose of installing, removing, or repairing GTEls
Communications Equipment and for no other purpose. GTE shall be responsible for
the cost of such activities. GTE shall notify City in advance of its need to
install, remove, or repair its Communications Equipment located on the Licensed
Premises, except in the case of an emergency in which event notification shall
be given as soon as reasonably possible. Access requiring entrance into or onto
the water tank shall be coordinated with the Water Division of the City.
7. Utilities at GTEls Cost: GTE shall be solely responsible for and
promptly pay all charges for electricity, telephone, and any other utility used
or consumed by GTE on the Licensed Premises. City shall advise GTE of and fully
cooperate with any utility company requesting an easement over and across the
Licensed Premi ses or other 1 ands owned by City, in order that such ut il ity
company may provide service to GTE. GTE shall have an electrical current meter
installed at the Licensed Premises and have the right to run underground or
overhead utility lines directly from the utility source to GTEls Communications
Equipment. The cost of such meter and of installation, maintenance and repair
thereof shall be paid for by GTE. GTE and the utility company providing services
to GTE shall have access to all areas of the Licensed Premises, or other lands
of City, necessary for installation, maintenance and repair of such services;
provided, that access requiring entrance into or onto the water tank shall be
coordinated with the Water Division of the City.
8. Extensions: GTE shall have the option to extend this License by a
series of two (2) additional terms of five (5) years each so long as it has
abided by the terms and conditions of the License and is not currently in default
hereunder. GTE shall give written notice to City of its intention to extend
during the last six (6) months of the primary term or any extension thereof, as
the case may be, but in no event shall such notice be less than thirty (30) days
prior to the expiration of any such term. In the event GTE exercises its option
to extend this License, the rental amount shall be adjusted at the beginning of
each extension period and each adjustment shall be based on the U. S. Department
of Commerce "Nationa1 Consumer Price Index" for all Urban Consumers, U. S. City
Average ("CPI-UU) indicator and shall be determined by dividing the CPI-U
indicator from the most recent published indicator prior to the adjustment date
by the CPI-U indicator published one (1) year prior to the adjustment date, and
multiplying the resultant number by the yearly license rental amount of the most
recent past license period. Provided however, the new yearly license increase
amount shall in no case be less than 3% or more than 5% of the most recent past
yearly license rental amount.
9. Ho1dinq Over: If GTE should remain in possession of the Licensed
Premises after the expiration of the primary term or any extension of this
License, without the exercise of an option or the execution by City and GTE of
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a new license, then GTE shall be deemed to be occupying the Licensed Premises as
a tenant-at-sufferance on a month-to-month basis, subject of all the covenants
and obligations of this License and at a monthly rental of one and one-quarter
(1.25) times the per-month rental then provided hereby.
10. Notices: (a) Any notice shall be in writing and shall be delivered
by hand or sent by United States registered or certified mail, postage prepaid,
addressed as follows:
City:
City of Clearwater
ATTN: City Manager
P. O. Box 4748
Clearwater, FL 34618-4748
GTE:
GTE Mobilnet of Tampa, Inc.
600 North Westshore Blvd.
Suite 900
Tampa, FL 33609
However, where coordination with the Water Division of the City is required by
this agreement, notice shall be given by telephone or by hand delivery at the
following address and telephone number:
City of Clearwater
ATTN: Water Superintendent
1650 North Arcturas Avenue
Clearwater, Florida 34625
(b) Either party may change its address and telephone number to which
notice shall be given by providing notice of such change as provided above.
Notice shall be deemed given when delivered if delivered by hand, or when
postmarked if sent properly by mail.
Telephone:
Emergency number:
Fax number:
(813) 462-6848
(813) 462-6633
(813) 462-6561
11. Liability and Indemnitv: GTE agrees to indemnify and save the City
harmless from all claims (including costs and expenses of defending against such
claims) arising or alleged to arise from the negligence or willful misconduct of
GTE or GTEls agents, employees or contractors occurring during the term of this
License or any extensions in or about the Licensed Premises. GTE agrees to use
and occupy the Licensed Premises at its own risk and hereby releases the City,
its agents and employees, from all claims for any damage or injury brought on by
GTE to the full extent permitted by law. City agrees to indemnify and save GTE
harmless from all claims (including cost and expenses of defending against such
claims) arising or alleged to arise from the negligence or willful misconduct of
City or City's agents, employees, contractors or other licensees or tenants of
City occurring during the term of this License, subject to any defense or
limitation pursuant to Section 768.28, Florida Statutes.
12. Termination:
(a) Either party shall have the right to terminate this License at any
time as follows:
1. By either party, if the approva 1 of any agency, board, court, or
other governmental authority necessary for the construction or operation of the
Communications Equipment cannot be obtained, or is not obtained after due
diligence, or is revoked.
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2. By either party, in the event of a material breach of any of the
provisions of this agreement, subject to Paragraph 13 below.
3. By GTE, if GTE determines that the cost of obtaining or retaining the
approval of any agency, board, court, or other governmental authority necessary
for the construction or operation of the Communications Equipment is prohibitive,
or if GTE determines that the property is not appropriate for its Communications
Equipment for technological reasons, including, but not limited to, signal
interference.
4. By GTE, in the event that any government or public body shall take
all or such part of the Licensed Premises thereby making it physically or
financially infeasible for the Licensed Premises to be used in the manner it was
intended to be used by this Agreement. However, if only a portion of the
Licensed Premises is taken, and GTE does not elect to terminate this License
under this provision, then rental payments provided under this License shall be
abated proportionally as to the portion taken which is not then usable by GTE and
this License shall continue.
5. By the City, if the City determines that the installation or
operation of the Communications Equipment is detrimental to the operation of the
water tank or is inconsistent with a paramount publ ic purpose, subject to
Paragraph 13 below.
(b) The party terminating this agreement shall give written notice of
termination to the other party not less than thirty (30) days in advance of the
effective date of termination. Upon termination, neither party will owe any
further obligation under the terms of this License, except that GTE shall be
responsible for removing all of its Communications Equipment from the Licensed
Premises and for restoring the areas occupied by GTE to its original condition
as near as practicable, save and except normal wear and tear and acts beyond
GTE's control.
(c) Upon termination of this License, the ter-m hereby granted and all
rights, title and interest of GTE in the premises shall end and the City may
re-enter upon and take possession of the premises. Such termination shall be
without prejudice to the City's right to collect from GTE any rental or
additional rental which has accrued prior to such termination together with all
damages, including, but not limited to, the damages specified in subparagraph (1)
of this paragraph which are suffered by the City because of GTE's breach of any
covenant under this License.
13. Defaults and Remedies:
(a) Notwithstanding anything in this License to the contrary, GTE shall
not be in default under this License until:
1. In the case of a failure to pay rent or other sums due under this
License, fifteen (15) days after receipt of written notice thereof from City; or
2. In the case of any other default, thirty (30) days after receipt of
written notice thereof from City; provided, however, where any such default
cannot reasonably be cured within thirty (30) days, GTE shall not be deemed to
be in default under the License if GTE commences to cure such default within said
thirty (30) day period and thereafter diligently pursues such cure to completion.
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(b) In the event of GTEls default in the payment of rentals or GTE's
failure to comply with any other material provision of this License, City may,
at its option, terminate this License without affecting its right to sue for all
past due rentals, and any other damages to which the City may be entitled.
Should the City be entitled to collect rentals or damages and be forced to do so
through it attorney, or by other legal procedures, the City shall, upon receipt
of a favorable ruling, be entitled to its reasonable costs and attorney's fees
thereby incurred upon said collection.
14. Taxes: GTE shall pay annually any and all taxes that may be levied
and assessed upon the Licensed Premises attributable to any improvement thereto
made by GTE, the Communications Equipment installed thereon, or upon this
agreement or any rights arising under this agreement. If any such tax is paid
by City, GTE shall reimburse City for the amount of any such tax payment within
sixty (60) days of receipt of sufficient documentation indicating the amount paid
and the calculation of GTEls pro-rata share. Upon written request by GTE, the
City shall furnish evidence of payment of all such taxes.
15. Insurance: GTE shall, at its expense, maintain in force during the
terms of this License, a combined single limit policy of bodily injury and
property damage insurance, with a limit of not less than $1,000,000 insuring City
and GTE against all liability arising out of the use, occupancy or maintenance
of the Licensed Premises and appurtenant areas, which policy shall name City as
an additional insured.
16. Tests: GTE is hereby given the right to survey, soil test, radio
coverage test, and conduct any other investigations needed to determine if the
surface and location of the Licensed Premises is suitable for construction and
installation of its Communications Equipment prior to commencement and throughout
the term of this License and the terms of Paragraph 11 shall apply.
17. Fixtures: City covenants and agrees that no part of the improvements
constructed, erected or placed by GTE on the Licensed Premises or other real
property owned by City shall be or become, or be considered as being, affixed to
or a part of the City's real property, any and all provisions and principles of
law to the contrary notwithstanding. All improvements of every kind and nature
constructed, erected or placed by GTE on the Licensed Premises shall be and
remain the property of GTE.
18. AssiQnment and SublettinQ: GTE may assign or sublet the Licensed
Premises or any part thereof without the consent of City only if GTE remains
liable for fulfillment of payments under this License and the nature of the use
is not changed or the assignment is made to an affiliate of GTE Mobilnet,
Incorporated. All other assignments shall require City's prior written consent,
which consent shall not be unreasonably withheld.
19. Memorandum of License AQreement. Following the execution of this
License, either party, at its sole expense, shall be entitled to file the
Memorandum of License Agreement (attached as Exhibit "B") of record in the public
records of Pinellas County, Florida.
20. Other Conditions:
(a) City acknowledges that following the execution of this License, GTE
will contact appropriate local governmental agencies for the purpose of obtaining
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all building permits and approvals, zoning changes and approvals, variances, use
permits and other governmenta 1 permits and approva 1 s C'Loca 1 Permits ") necessary
for the construction, operation and maintenance of the Communications Equipment
on the Licensed Premises. City agrees to fully cooperate with GTE in obtaining
the Local Permits and, without limiting the generality of the foregoing, to
execute any applications, maps, certificate or other documents that may be
required in connection with the Local Permits.
(b) Whenever under the License the consent or approval of either party
is required or a determination must be made by either party, no such consent or
approval shall be unreasonably withheld or delayed, and all such determinations
shall be made on a reasonable basis and in a reasonable manner.
(c) City covenants that GTE shall, upon paying the rent and observing the
other covenants and conditions herein upon its part to be observed, peaceably and
quietly hold and enjoy the Licensed Premises during the term of this License or
as it may be extended without hindrance or ejection by the City, any person or
persons claiming under the City, or any other licensee or tenant of the City.
(d) GTE covenants and agrees that GTE's Communications Equipment and its
installation, operation and maintenance will:
1.
thereto.
Not irreparably damage the water tank structure and accessories
2. Not interfere with the operation of City's water supply equipment or
the radio equipment of other licensees or tenants currently on said building.
In the event there is interference by GTE, GTE will promptly take all steps
necessary to correct and eliminate same within a reasonable period of time. If
GTE is unable to eliminate such interference caused by it within a reasonable
period of time, GTE agrees to remove its antennas from City's property and this
Agreement shall terminate.
3. Comply with all applicable rules and regulations of the Federal
Communications Commission and the ordinances of the City, including but not
limited to the building and electrical codes of the City.
(e) If the Licensed Premises is damaged for any reason so as to render
it substantially unusable for GTEls use, rent shall abate for such period not in
excess of ninety (90) days while City, at its expense, restores City's tower
and/or building to its condition prior to such damage. Provided however, in the
event City fails to repair the Licensed Premises within the said ninety (90) day
period, GTE shall have the right to terminate this License with no further
obligations hereunder.
(f) During the term of this License, City will not grant a similar
license to any other party if such grant would in any way interfere with GTEls
use of its Communications Equipment. In the event of any interference arising
from the installation or operation of communications equipment at the water tank
s He by any other party, C Hy shall take a 11 steps reasonably necessary to
correct and eliminate such interference within a reasonable period of time. If
City is unable to eliminate the interference within a reasonable period of time,
City shall be obligated to remove the communications equipment of the other party
from the water tank site. GTE shall not change the frequency, power or character
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of its equipment without first obtaining the written consent of City, which
consent shall not be unreasonably withheld.
21. Radon Gas Notification. As required by Section 404.056(8), Florida
Statutes, the Purchaser shall take notice of the following:
RADON GAS: Radon is a natura 11 y occurr i ng rad i oact i ve gas that,
when it has accumulated in a building in sufficient quantities, may
present health risks to persons who are exposed to it over time.
Levels of radon that exceed federal and state guidelines have been
found in buildings in Florida. Additional information regarding
radon and radon test i ng may be obta i ned from your county pub 1 i c
hea lth un it.
22. Entire Aoreement and Bindino Effect. This License and any attached
exhibits signed or initialled by the parties constitute the entire agreement
between City and GTE; no prior written or prior, contemporaneous or subsequent
oral promises or representations shall be binding. This License shall not be
amended or changed except by written instrument signed by both parties. Paragraph
captions herein are for convenience only, and neither limit nor amplify the
provisions of this License. The provisions of this License shall be binding upon
and inure to the benefit of the heirs, executors, administrators, successors and
assigns of the parties, but this provision shall in no way alter the restriction
hereon in connection with assignment and subletting by GTE.
IN WITNESS WHEREOF, City and GTE have executed this License as of the date
and year first above written.
CITY OF CLEARWATER, FLORIDA
By:
Ri a Garvey
Mayor-Commissioner
Approved as to form and
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City Attorney
correctness:
Attest:
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President
Attest:
Secretary
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STATE OF FLORIDA
COUNTY OF PINELLAS
BEFORE ME per~MJ1V/\:PJl.2li~d ~ta Garvey, Michael J. Wright, M. A.
Galbraith, Jr., and"'Cy1:il.~~t:'~~i"'~ to me well known, and known by me to be
the individuals described in and who executed the foregoing instrument as Mayor-
Commissioner, City Manager, City Attorney and City Clerk, respectively, of the
above-named city and that the seal affixed to the foregoing instrument is the
city seal of said city and the said instrument is the free act and deed of said
city.
WITNESS my hand and off i cia 1 sea 1 th i s
a tJ#,. day of ~
1992.
My Commission Expires:
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STATE OF FLORIDA
COUNTY OF HILLSBOROUGH
T e foregoing instrument was acknowledged before me this ~6 day of
, 1992, by James A. LaBelle, General Manager-Vice President
of GTE Mo lnet of Tampa, Incorporated, a Delaware corporation, on behalf of the
corporatl n. He is personally known to me or has produced
as identification and did not take an oath.
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Begin at the Northwest corner of the Southeast 1/4 of the Southwest
1/4 of Section 9, Township 29 South, Range 16 East, and run thence
South 00011'0011 West along the 40 acre line 367.23 feet, thence run
South 89026'1311 East 526.65 feet to the POINT OF BEGINNING; thence
continue South 89026'1311 East 133.35 feet; thence run South
00011'0011 West 100.00 feet; thence run South 89026'1311 East 8.65
feet; thence run South 00011'0011 West 50.00 feet; thence run North
89026'1311 West 142.00 feet; thence run North 0001110011 East 150.00
feet to the POINT OF BEGINNING.
Location of tower: 2705811211 N Latitude, 82042'2611 W Longitude.
Address for the proposed equipment building will be 405 N. McMullen
Booth Road.
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EXHIBIT A
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MEMORANDUM OF LICENSE
KNOW ALL MEN BY THESE PRESENTS THAT:
/1THIS MEMORANDUM OF LICENSE is made and entered into this. ~tI~ day of
HfY-I(,,6T , 1992, by and between the CITY OF CLEARWATER, FLORIDA
( "Citi"), whose address is P. O. Box 4748, Clearwater, Florida 34618, and GTE
MOBILNET OF TAMPA, INCORPORATED ("GTE"), whose address is 600 North Westshore
Boulevard, Suite 900, Tampa, Florida 33609.
WITNESSETH:
WHEREAS, the City has licensed to GTE, and GTE has accepted a license from
the City, upon and subject to the terms, covenants, conditions, limitations, and
restrictions contained in that certain license dated A~t(.5t ~()"' /11',;J, ,
(ilL icense") between the parties, that certain real 1>roperty situated in
Clearwater, Pinellas County, Florida, more particularly described on Exhibit A
attached hereto ("Licensed Premises").
The term of the License is for five (5) years, commencing on September 1,
1992, and ending on August 31, 1997, subject to GTEls option to extend the term
for three (3) additional periods of five (5) years each upon the terms and
conditions set forth in the License.
The rent and other obligations of the City and GTE are set forth in the
License, to which reference is made for further particulars. In the event of any
conflict between the terms and provisions of the License and those contained in
this Memorandum, those contained in the License shall govern and be controlling.
IN WITNESS WHEREOF, the City and GTE have executed and acknowledged this
Memorandum as of the date first above written.
Ri a Garvey
Mayor-Commissioner
Approved as to form and correctness:
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City Attorney
CITY OF CLEARWATER, FLORIDA
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BY:~
Michael J. W
City Manager
Attest:
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EXHIBIT B
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WITNESSES:
GTE MOBILNET OF TAMPA INCORPORATED
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ames A. La e le
General Manager-Vice President
Attest:
Secretary
STATE OF FLORIDA
COUNTY OF PINELLAS
BEFORE ME pers.9lJgl~~weJL~ita Garvey, Michael J. Wright, M. A.
Galbraith, Jr., and~C:yfttKia E:~G6udeau, to me well known, and known by me to be
the individuals described in and who executed the foregoing instrument as Mayor-
Commissioner, City Manager, City Attorney and City Clerk, respectively, of the
above-named city and that the seal affixed to the foregoing instrument is the
city seal of said city and the said instrument is the free act and deed of said
city.
WITNESS my hand and official seal this :1oM
1992.
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STATE OF FLORIDA
COUNTY OF HILLSBOROUGH
The fo e oing instrument was acknowledged before me this c:::Jt day of
, 1992, by James A. LaBelle, General Manager-Vice President
of GTE 1 net of Tampa, Incorporated, a Delaware corporation, on behalf of the
corpora ion. He is personally known to me or has produced
as identification and did not take an oath.
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'----iiotary Public' CC,CJ613 9' tJ
My Commission
Expires:
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