LICENSE AGREEMENT FOR COMMUNICATIONS TOWER
LICENSE AGREEMENT
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THIS LICENSE AGREEMENT is made and entered into this 19 day of
~ U'~ , 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 ofthe 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
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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.
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2. Communications Equipment: 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, 4xl6 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 MlA- COM's equipment, buildings, panels, generators, cables,
wires, antennas, and accessories are referred to collectively as "Communications
Equipment" or "Communications Centers."
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3. Term: The primary term of this Agreement shall be for five (5) years
commencing on December 31, ,2001 (the "Commencement Date") and
terminating at Midnight, December 31, , 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 ofthis 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 M/A-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
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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 ofthe
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 of the 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. HoldiDl! 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:
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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: FCenSteere
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. Liabilitv and Indemnitv: MIA-COM agrees to indemnify and hold 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 M/A-
COM or M/A-COM's agents, employees or contractors occurring during the term ofthis
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 ofthe City or The City's
agents and employees occurring during the term ofthis 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 ofthis 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
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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
of the 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
MIA-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 of termination. 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 of MIA-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)
ofthis paragraph which are suffered by the City because of M/A- COM's breach
of any covenant under this License.
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13. Defaults and Remedies:
(a) Notwithstanding anything in this License to the contrary, MlA-
COM shall not be in default under this License until:
(I) 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 MlA- COM's default in the payment of rentals or
M/A-COM's failure to comply with any other material provision of this 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 ofM/A-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 ofthe
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:
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(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: MIA-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 MIA-COM on the Licensed Premises shall be and
remain the property of MIA-COM.
18. Assh~nment and Sublettine: All assignments and subletting shall require
the City's prior written consent, which consent shall not be unreasonably withheld.
19. Memorandum of License Aereement: 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 Pine lIas
County, Florida.
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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 MIA-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 M/A-COM's Communications
Equipment and installation, operation and maintenance will:
(1) Not irreparably damage the wpc. q- ~ .-\ ,/() \
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(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.
If MIA-COM is unable to eliminate such interference caused by it within a
reasonable period oftime, 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 ofthe Federal
Communications Commission and the ordinances of the City, including
but not limited to the building and electrical codes of the City.
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( 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.
(f) During the term of this 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 of time, the City
shall be obligated to remove the Communications Equipment ofthe 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.
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22. Entire A!!reement and Bindin!! 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 ofthe
date and year first above written.
MIA-COM PRN ATE RADIO SYSTEMS,
INC.
a2/ ~y L.AJ~
ESS
Print Name A/fNJ (. 11 /[1 rcl;f~'bName: ~~J. S~!!-.
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Print Name 'g \Jl. L.U Q..f1 s .:JoAJ D
Title: "'!:>ilC.c:.. ~ I s-'-ic:> 1 ~J~ P,.,;.<r
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S)'ATE OF Florld~
CO tl.iil-!J_-= OF Of11fl8 t/
BEFORE ME, the undersigned, personally appeared K tnn~ /)). 6/-ccre....,
theJArtYtor, 6Dr= ofM/A-COM Private Radio Systems, Inc., a Delaware
corporation, ~ho acknowledged the foregoing instrument on behalf of the corporation.
$~I"":r~. DANIELLE M. MARCELlA
~: :"'i MY COMMISSION # CC 735205
~~,,,"iio/ EXPIRES: April 19, 2002
, ..9r..11I' ' Bonded Thill Notary PUblit Unclerwlit&1ll
~C;n.~
Notary Public '""7./1 V\ L./
Print/type name: t...tX~.l/le/{-c /II. Mtlr~el1
My commission expires: J tf -/'1 -0 ~
Personally known X.
Provided Identification
Type ofldentification Provided
OR
Countersigned:
CITY o~w ATER, FLORIDA
By cgtJ~
~ B. Horne II
City Manager
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Brian J. Aun.ji
Mayor-Commissioner
Approved as to form:
Attest:
Assistant City Attorney
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STATE OF FLORIDA
COUNTY OF PINELLAS
G~y I!J{<.uM13ACK,IliSs'T C!.lryN6~
BEFORE ME, the undersigned personally appeared Bre-IAAJ .:r. /+tJ#JGsl) H/Holt.
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.
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WITNESS my hand and seal this
200 I.
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/7 day of
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Notary Pu ic
Print/type name:
NOTAltv PUtlUC .1lTATE OF FLORIDA
CAROLYN L BRINK
COMMISSION N CC834678
EXPIRES 5/2212003
BONDED THRU ASA 1-866-NOTARYl
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