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COMMUNICATION TOWER - OPERATIONAL UPON THE GROUNDS OF THE CITYS NORTHEAST WATER POLLUTION CONTROL PLANT LICENSE AGREEMENT ~ ~ THIS LICENSE AGREEMENT is made and entered into this 19 day of (jlftV\,~ , 200...L, by and between the CITY OF CLEARWATER, FLORIDA, a Florida Municipal Corporation (herein "City" or "The City"), and M/A- COM Private Radio Systems, Inc., a Delaware corporation (herein "MIA-COM" or "Licensee"), having its general offices at 3315 Old Forest Road, Lynchburg, Virginia 24501. 1. Premises: The City hereby grants to MIA-COM and MIA-COM hereby accepts from the City a nonexclusive license to use the land area per Exhibit "A" at the following location: Communications Tower - operational upon the grounds of the City's Northeast Water Pollution Control Plant, 3290 S.R. 580 and McMullen Booth Road (herein, "WPC site") located at Latitude 28001 '54" North and Longitude 82042' 16" West, and The communications tower is referred to herein as the "Licensed Premises." Final site specific engineering plans and load factor calculations regarding the respective site is subject to final approval by authorized City officials prior to commencement of any construction or installation of any communications equipment by MIA-COM, its employees, agents or contractors. 2. Communications Eauipment: The City hereby grants permission to MIA-COM to install and operate the following described MIA-COM communications equipment, building, electrical generator using diesel, propane or natural gas fuel and associated equipment on and within the Licensed Premises solely for the operation of the State of Florida, Statewide Law Enforcement Communications System: (a) 2- 4' antennas and 1-16' @ 260' with 1 5/8" coaxial cable runs from the ground to each antennae. 2-16' antennas @ 280' 7/8" with coaxial cable runs from the ground to each antennae. (b) 3-6' Microwave dishes @ 106', 109' and 142' with waveguide runs from the ground to each dish. (c) 12x26 Shelter, 8x10 generator, 4x16 fuel tank with appropriate ground space to allow for separation of the propane tank from ignition sources as per State Code and associated equipment with all the above listed. In this agreement, all of M/A- COM's equipment, buildings, panels, generators, cables, wires; antennas, and accessories are referred to collectively as "Communications Equipment" or "Communications Centers." ,tIJ 3. Term: The primary term of this Agreement shall be for five (5) years commencing on ,2001 (the "Commencement Date") and terminating at Midnight, , 200Q, subject to extensions as set forth in Paragraph 8 below. The Commencement Date as set forth herein shall coincide and be identical with the first day of the first month in which MIA-COM intends to enter upon the Licensed Premises to commence construction of any of its Communications Centers, but in no event later than 90 days following the date of this Agreement as first above written. MIA-COM shall provide written notice of the intended Commencement Date to the office of the City Attorney, 112 South Osceola Avenue, Clearwater, Florida 34616 not later than ten (10) business days prior to said Commencement Date. 4. Rent: During the primary term of this Agreement, as rental for the Licensed Premises, MIA-COM will pay the City the initial year annual sum of Thirty-Five Thousand Dollars ($ 35,000 ), payable in a single annual installment in advance upon the Commencement Date of this Agreement. The annual rental during the primary term and any renewal five-year term(s) will be adjusted upward by four percent (4%) annually effective and payable upon each anniversary during the primary term and any extensions thereof. 5. Use: MIA-COM will use the Licensed Premises for the purpose of constructing and operating Communications Centers as provided herein. MIA-COM will abide by all local, state and federal laws and obtain all permits and licenses necessary to operate its systems. MIA-COM shall use the Licensed Premises for no other purposes without the prior written consent of the City. 6. Access: MIA-COM shall have ingress and egress to the Licensed Premises on a 24-hour basis for the purposes of maintenance, installation, repair and removal of said Communications Equipment. Provided, however, the only authorized engineers or employees of MIA-COM, or persons under MlA-COM's direct supervision, will be permitted to enter the said Licensed Premises, and their entry shall be for the purpose of installing, removing, or repairing MlA-COM's Communications Equipment and for no other purpose. MIA-COM 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 communications towers shall be coordinated with the General Services Department of the City with respect to the communications towers. 7. Utilities at M/A-COM's Cost: MIA-COM shall be solely responsible for and promptly pay all charges for electricity, telephone and any other utility used or consumed by MIA-COM on the Licensed Premises. The City shall advise MIA-COM and fully cooperate with any utility company requesting an easement over and across the Licensed Premises or other lands owned by the City in order that such utility company may provide service to MIA-COM. MIA-COM 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 MIA-COM 's Communications Equipment. The cost of such meter and of installation, maintenance and repair thereof 2 t:A shall be paid by MIA -COM. MIA -COM and the utility company providing services to MIA-COM shall have access to all areas of the Licensed Premises, or other lands of the City, necessary for installation, maintenance and repair of such services; provided, that access requiring entrance into or onto the communications towers shall be coordinated with the General Services Department of the City. 8. Extensions: MIA-COM shall have the option to extend this License by a series of four (4) additional terms of five (5) years each so long as it has abided by the terms and conditions ofthe License and is not currently in default hereunder. Ifwritten notice to the contrary is not delivered to the City by MIA-COM not less than ninety (90) days prior to the expiration of the primary term or any extension thereof, as the case may be, it will be deemed that MIA-COM has elected to exercise its option to extend this License for an additional term, and the License term shall automatically extend for an additional five (5) year term as provided herein. The annual rental amount shall also automatically adjust as provided in Paragraph 4. 9. Holdine Over: If MIA-COM should remain in possession of the Licensed Premises after expiration of the primary term or any extension of this License, without the exercise of an option or the execution by the City and MIA-COM of a new license, then MIA-COM shall be deemed to be occupying the Licensed Premises as a tenant-at-sufferance on a month-to-month basis, subject to all the covenants and obligations of this License and at a monthly rental calculated at one and one-quarter (1.25) times the annual rental scheduled to be paid as provided in Paragraph 4 divided by twelve (12). The payment of such monthly rental amount shall be due and payable by the first day of the month succeeding the expiration of the final month of the License term previously granted by the City. 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: 3 If) CITY City Manager City of Clearwater P. O. Box 4748 Clearwater, FL 34618-4748 MIA-COM MIA-COM Private Radio Systems, Inc. P. O. Box 2000 Lynchburg, VA 24501 Attn: Ken Steere Copy to: General Counsel (b) Either party may change its address and telephone number( s) to which notice shall be given by delivering 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. 11. Liability and Indemnity: MIA-COM agrees to indemnify and hold the City hannless from all claims (including costs and expenses of defending against such claims) arising or alleged to arise from the negligence or willful misconduct ofMl A- COM or MlA-COM's agents, employees or contractors occurring during the term of this License or any extensions in or about the Licensed Premises. MIA-COM 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 MIA-COM to the full extent permitted by law. The City agrees to indemnify and save MIA-COM 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 the City or The City's agents and employees 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 approval 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. (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 MIA-COM, if MIA-COM 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 Communication Equipment is prohibitive, or if MIA-COM determines that the 4 rP property is not appropriate for its Communications Equipment for technological reasons, including, but not limited to, signal interference. (4) By MIA-COM, 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 ofthe Licensed Premises is taken, and MIA-COM 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 M/ A-COM and this License shall continue. (5) By the City, ifthe City determines that the installation or operation of the Communications Equipment is detrimental to the operation of the City's communications equipment within and upon the respective Licensed Premises, or the communications equipment of any other party with whom the City has previously entered into a lease or licensing agreement specifically for the construction, operation and maintenance of communications equipment. (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 oftermination. In the event termination is by the City, the City shall also give such 30 days advance written notice to the State Technology Office, Attention: Contract Manager, State Technology Office, 4030 Esplanade Way, Tallahassee, FL 32339-2301. Upon termination, neither party will owe any further obligation under the terms of this License, except that MIA-COM shall be responsible for removing all of its Communications Equipment from the Licensed Premises and for restoring the areas occupied by MIA-COM to its original conditions as near as practicable, save and except normal wear and tear and acts beyond M/A-COM's control. (c) Upon termination of this License, the term hereby granted and all rights, title and interest ofM/A-COM 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 MIA-COM 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 M/A- COM's breach of any covenant under this License. 5 fP 13. Defaults and Remedies: (a) Notwithstanding anything in this License to the contrary, M/A- COM 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 the City; or (2) In the case of any other default, thirty (30) days after receipt of written notice thereof from the City; provided, however, where any such default cannot reasonably be cured within thirty (30) days, MIA-COM shall not be deemed to be in default under the License if MIA-COM commences to cure such default within said thirty (30) day period and thereafter diligently pursues such cure to completion. (b) In the event of M/A- COM's default in the payment of rentals or M/A-COM's failure to comply with any other material provision ofthis License, the 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 its attorney, or by other legal procedures, the City shall, upon receipt of a favorable ruling, be entitled to its reasonable costs and attorneys' fees thereby incurred upon said collection. 14. Taxes: MIA-COM shall pay annually any and all taxes that may be levied and assessed upon the Licensed Premises attributable to any improvement thereto made by MIA-COM, the Communications Equipment installed thereon, or upon this Agreement. If any such tax is paid by the City, MIA-COM shall reimburse the City for the amount of any such tax payments within sixty (60) days of receipt of sufficient documentation indicating the amount paid and the calculation of MIA-COM' s pro-rata share. Upon written request by MIA-COM, the City shall furnish evidence of payment of all such taxes. 15. Insurance: MIA-COM, at its expense, shall maintain in force during the terms of this License, and provide the City a certificate or certificates of insurance covering the entire term of the License, or any extension thereof, a combined single limit policy of bodily injury and property damage insurance, with a limit of not less than $1,000,000 insuring the City and MIA-COM against all liability arising out of the ownership, use, occupancy or maintenance of the Licensed Premises and appurtenant areas, which policy shall name The City as an additional insured. The City's Risk Manager may require MIA-COM to provide any or all of the following additional Insurance Endorsements upon determination of any additional risks inherent to the City as party to this License Agreement: 6 rP (a) Contractual liability coverage. (b) Personal Injury liability coverage. (c) Broad Form property damage coverage. All insurance coverages herein provided shall: (a) Be written on an "Occurrence" basis. (b) Shall not be suspended, voided, canceled or modified except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City's Risk Management Office at the following mailing address: Risk Manager, City of Clearwater, P. O. Box 4748, Clearwater, FL 34618-4748. (c) Certificates of Insurance meeting the specific required insurance provisions of this License Agreement shall be forwarded to the City's Risk Management Office and approved prior to the start of any work or possession of the Licensed Premises. (d) All insurance policies required within this Agreement shall provide full coverage from the first dollar of exposure unless otherwise stipulated. No deductibles will be accepted without prior approval from the City. 16. Tests: M/ A-COM 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 the Commencement Date as defined in Paragraph 3. The terms of Paragraph 11 shall also apply. 17. Fixtures: The City covenants and agrees that no part of the improvements constructed, erected or placed by M/ A-COM on the Licensed Premises or other real property owned by the City shall be or become, or be considered as being, affixed to or a part ofthe 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 M/ A-COM on the Licensed Premises shall be and remain the property ofM/A-COM. 18. Assi2nment and Sublettin2: All assignments and subletting shall require the City's prior written consent, which consent shall not be unreasonably withheld. 19. Memorandum of License A2reement: 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 "D") of record in the public records of Pin ell as County, Florida. 7 J:O 20. Other Conditions: (a) The City acknowledges that following the execution of this License, MIA-COM will contact appropriate local governmental agencies for the purpose of obtaining all building permits and approvals, zoning changes and approvals, variances, use permits and other governmental permits and approvals ("Local Permits") necessary for the construction, operation and maintenance of the Communications Equipment on the Licensed Premises. The City agrees to fully cooperate with M/ A-COM 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) The City covenants that MIA-COM 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) MIA-COM covenants and agrees that MlA-COM's Communications Equipment and installation, operation and maintenance will: (1) NotirreparablydamagetheWPC. ~~ .-\\/0\ ~('Counf~ \Z (2) Not interfere with the operation of the City'sVradio or other communications equipment, or that of other licensees or tenants currently utilizing the towers or Licensed or Leased Premises for such purposes within 100 yard of the Licensed Premises. In the event there is interference by MIA-COM, MIA-COM will promptly take all steps necessary to correct and eliminate same with a reasonable period oftime. IfM/A-COM is unable to eliminate such interference caused by it within a reasonable period of time, MIA-COM agrees, subject to the provisions of Sections 12 and 13 hereof, to remove its antennas from the 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. 8 r!J (e) If the Licensed Premises is damaged for any reason so as to render it substantially unusable for M/A-COM's use, rent shall abate for such period not in excess of ninety (90) days while the City, at its expense, restores the City's towers and/or buildings to its condition prior to such damage. Provided, however, in the event the City fails to repair the Licensed Premises within the said ninety (90) day period, MIA-COM shall have the right to terminate this License with no further obligations hereunder. (1) During the term ofthis License, the City will not grant a similar license to any other party if such grant would in any way interfere with MI A- COM's use of its Communications Equipment. In the event of any interference arising from the installation or operation of communications equipment at the towers sites by any other party subsequent to the Commencement Date of this Agreement, the City shall take all steps reasonably necessary to correct and eliminate such interference within a reasonable period of time. If the City is unable to eliminate the interference within a reasonable period oftime, the City shall be obligated to remove the Communications Equipment of the other party from the tower sites. MIA-COM shall not change the frequency, power or character of its equipment without first obtaining the written consent of the City, which shall not be unreasonably withheld. Notwithstanding any provisions of this paragraph to the contrary, any Communications Equipment within or upon the Licensed Premises previously authorized to the use of any other party by the City shall not require removal. 21. Radon Gas Notification: As required by Section 404.056(8), Florida Statutes, MIA-COM shall take notice of the following: RADON GAS: Radon is a naturally occurring radioactive 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 testing may be obtained from your county public health unit. 9 {fl 22. Entire Ae:reement and Bindine: Effect: This License and any attached exhibits signed or initialed by the parties constitute the entire agreement between the City and MIA-COM. 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 I no way alter the restriction hereon in connection with assignment and subletting by MI A- COM. IN WITNESS WHEREOF, the parties hereto have executed this License as of the date and year first above written. MIA-COM PRIVATE RADIO SYSTEMS, INe. (>2/ ~y ~J~ ~ Print Name A'i#J c 11 /[1 rc/~/'bName: ~~J. $~!!.. ~ss~ ~ Print Name ~uLc..lJa.ns .:ToAJD Title: VilC<,...t.n., s-'.~ 1 ~;b P",;.<r 10 rP S)'ATE OF FlorldtL, ~~OF Ofllfl8~ BEFORE ME, the undersigned, personally appeared K tnnal1 /)). 6I-ecrt:...- the]),r~C:iv(, 6Dr: ofM/A-COM Private Radio Systems, Inc., a Delaware . corporation, who acknowledged the foregoing instrument on behalf of the corporation. ~i;:I::' 'rit-~ DANIELlE M. MARCELlA ~: ':*~ MY COMMISSION 1/ CC 735205 ~;;,......tl EXPIRES: April 19, 2002 'i..9f..1li' . Bonded Thru Notary PtlbliC UnclOlWril8rs ~C;r;\~ Notary Public '). Print/type name: <.4JtJ..n leJ{-c /II. /VI ar~ ell L.J My commission expires: t1 t.f -/'1 -O:J.- Personally known K. Provided Identification Type of Identification Provided OR Countersigned: CITY O~W ATER, FLORIDA By (9fJ~ ~ B. Home II City Manager ./2 /~ Brian J. Aunr-J< Mayor-Commissioner Approved as to form: Attest: Assistant City Attorney 11 (f' STATE OF FLORIDA COUNTY OF PINELLAS GMf?Ily I!>f2uHt3ACK~ It.ss'T C!./ry M6~ BEFORE ME, the undersigned personally appeared Blf-IAIJ .:r. AVAJGs7) J\-tIHoA- the of the City of Clearwater, Florida, who executed the foregoing instrument and acknowledges the execution thereofto be his/her free act and deed for the use and purposes herein set forth, and who is personally known to me. 'l""' WITNESS my hand and seal this 200 I. 'f-l.. 17 day of ~ ~ of~- Notary Pu ic Print/type name: NOTAnV PUBLIC -IlTATE OF FLORlOA CAROLYN L BRINK COMMISSION # CCB3467B EXPIRES 5/2212003 BONDED THRU ASA l-BBS-NOTARY1 12 f SEE FILE FOR EXHIBIT "A"