COMMUNICATIONS SITE SUBLICENSE AGREEMENT - TOWERSite Name / Number: City of Clearwater / Missouri Rd
Market:
COMMUNICATIONS SITE SUBLICENSE AGREEMENT (TOWER)
This COMMUNICATIONS SITE SUBLICENSE AGREEMENT ("Agreement") is dated as of l IZ`C °Y , 2008, by T-Mobile
South LLC, a Delaware limited liability company ("T-Mobile " or "Sublicensee") and M/A-COM, Inc., a Florida corporation, f/k/a
M/A-COM Private Radio Systems, Inc., a Delaware corporation, f/k/a Com-Net Ericsson Critical Radio Systems, Inc., a Delaware
corporation ("Sublicensor").
For good and valuable consideration as set forth below, the sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:
Premises.
(a) Sublicensor manages a parcel of land ("Land") and a tower ("Tower") located in the City of Clearwater, County of
Pinellas, State of Florida, commonly known as 1417 S. Missouri Avenue. The Tower and the Land are collectively referred to herein
as the "Property." The Land is more particularly described in Exhibit A annexed hereto. Subject to the provisions of Paragraph 2
below ("Effective Date/Due Diligence Period"), Sublicensor hereby grants a sublicense to T-Mobile and T-Mobile accepts said
sublicense from Sublicensor, for approximately three hundred forty five ( 345 ) square feet of Land and space adjacent to and/or on
the Tower and access and utility easements necessary or desirable therefore, to the extent described herein, (collectively, "Premises")
and as may be described generally in Exhibit B annexed hereto.
(b) The Premises are located on the Land owned by the City of Clearwater ("Owner") which Sublicensor manages
pursuant to that Services and Access Agreement, dated as of July 1. 2002 ("Services Agreement"), which is attached hereto and made
a part hereof as Exhibit D. Notwithstanding anything to the contrary contained in this Agreement, the Services Agreement requires
Sublicensor (as the Tower Manager thereunder) to obtain Owner's prior written consent before licensing space upon Owner's Land,
therefore, such consent shall be a condition precedent to this Agreement and to each of the parties' rights and responsibilities set forth
herein.
2. Effective Date/Due Diligence Period. This Agreement shall be effective on the date of full execution hereof ("Effective
Date"). Beginning on the Effective Date and continuing until the Term Commencement Date as defined in Paragraph 3 below ("Due
Diligence Period"), T-Mobile shall only be permitted to enter the Property, at its own risk, for the limited purpose of making
appropriate engineering and boundary surveys, inspections, and other reasonably necessary investigations and signal, topographical,
geotechnical, structural and environmental tests (collectively, "Investigations and Tests") that T-Mobile may deem necessary or
desirable to determine the physical condition, feasibility and suitability of the Premises. Upon T-Mobile's request, Sublicensor agrees
to provide promptly to T-Mobile copies of all plans, specifications, surveys and Tower maps for the Land and Tower. The Tower
map shall include the elevation of all antennas on the Tower and the frequencies upon which each operates. In the event that T-
Mobile determines, during the Due Diligence Period, that the Premises are not appropriate for T-Mobile's intended use, or if for any
other reason, or no reason, T-Mobile decides not to commence its license of the Premises, then T-Mobile shall have the right to
terminate this Agreement without penalty upon written notice to Sublicensor at any time during the Due Diligence Period and prior to
the Term Commencement Date. Sublicensor and T-Mobile expressly acknowledge and agree that T-Mobile's access to the Property
during this Due Diligence Period shall be solely for the limited purpose of performing the Investigations and Tests, and that T-Mobile
shall not be considered an owner or operator of any portion of the Property, and shall have no ownership or control of any portion of
the Property (except as expressly provided in this Paragraph 2), prior to the Term Commencement Date.
3. Term. The term of T-Mobile's license hereunder shall commence upon the start of construction of the Sublicensee Facilities
(as defined in Paragraph 6 below) or 120 days following the Effective Date, whichever first occurs ("Term Commencement Date")
and shall expire at 11:59 p.m. on the day immediately preceding the fifth anniversary of the Term Commencement Date ("Term")
unless otherwise terminated as provided for herein. This Sublicense may be extended for up to four (4) successive five (5) year
periods (each, a "Renewal Term") on the same terms and conditions as set forth herein and shall be irrevocable during the Term and
any Renewal Term unless terminated by either party pursuant to the provisions of this Agreement. This Agreement shall
automatically be extended for each successive Renewal Term unless Sublicensee notifies Sublicensor of its intention not to renew at
least ninety (90) days prior to commencement of the succeeding Renewal Term. Sublicensor shall give Sublicensee one hundred
eighty (180) days written notice of its intention not to exercise any renewal option(s) that may be available to it under the Services
Agreement; provided that if the Services Agreement is to terminate for any other reason, then the Sublicensor shall give Sublicensee
as much prior notice of such effective termination date as possible. In either event, and notwithstanding any provision herein to the
contrary, Sublicensee's license shall terminate upon termination of the Services Agreement and Sublicensee shall have the right to
negotiate a license or lease agreement for the Premises directly with Owner. Owner shall not have any liability whatsoever for claims
of loss or losses incurred by Sublicensee should Services Agreement be terminated prior to the end of any Renewal Term as provided
for herein.
4. Rent. Within fifteen (15) business days following the Term Commencement Date and on the first day of each month
thereafter, Sublicensee shall pay to Sublicensor as rent two thousand two hundred dollars ($2,200.00) per month ("Rent"). Rent for
any fractional month at the beginning or at the end of the Term or Renewal Term shall be prorated. Rent shall be payable to
Sublicensor at 7022 TPC Drive, Suite 500, Orlando, FL 32822; Attention: Bill Lemmon. All of Sublicensee's monetary obligations
set forth in this Agreement are conditioned upon Sublicensee's receipt of an accurate and executed W-9 Form from Sublicensor. Rent
shall increase four percent (4%) annually over the rate at which the Rent accrued in the immediately prior year, beginning one (1)
year from the Term Commencement Date and each succeeding year thereafter.
5. Use. From and after the Term Commencement Date, the Premises may be used by Sublicensee for any lawful activity in
connection with the provision of communications services, provided Sublicensee's plans for Sublicensee's Facilities are approved in
accordance with Section 6 (a) below, and Sublicensee shall have the ongoing right to perform such Investigations and Tests as
Sublicensee may deem necessary or desirable. Sublicensor agrees to cooperate with Sublicensee, at no out of pocket expense to
Sublicensor, in making application for and obtaining all licenses, permits and any and all other necessary approvals that may be
required for Sublicensee's intended use of the Premises.
6. Facilities; Utilities; Access.
(a) Sublicensee has the right to construct, erect, maintain, test, replace, remove, operate and upgrade on the Premises
communications facilities, including, without limitation, utility lines, transmission lines, an air conditioned equipment shelter(s),
electronic equipment, transmitting and receiving antennas, a stand-by power generator, and supporting equipment and structures
therefor ("Sublicensee Facilities"). In connection therewith, Sublicensee has the right to do all work necessary to prepare, maintain
and alter the Premises for Sublicensee's business operations and to install transmission lines connecting the antennas to the
transmitters and receivers, so long as such construction does not unreasonably interfere with use of the Property by Sublicensor or
Owner. All of Sublicensee's construction and installation work shall be performed at Sublicensee's sole cost and expense and in a
good and workmanlike manner. Prior to taking any of the foregoing actions, Sublicensee shall prepare and submit to Sublicensor
detailed plans of its intended actions for Sublicensor's review and approval, which shall not be unreasonably conditioned or delayed.
Sublicensor shall give such approval or provide Sublicensee with its requests for changes within ten (10) business days of
Sublicensor's receipt of Sublicensee's plans. If Sublicensor does not provide such approval or request for changes within ten (10)
business day period, Sublicensor shall be deemed to have approved the plans. Sublicensor shall not be entitled to receive any
additional consideration in exchange for giving its approval of Sublicensee's plans. Sublicensee shall hold title to the Sublicensee
Facilities and all of the Sublicensee Facilities shall remain Sublicensee's personal property and are not fixtures. Sublicensee has the
right to remove the Sublicensee Facilities at its sole expense on or before the expiration or earlier termination of this Agreement, and
Sublicensee shall repair any damage to the Premises caused by such removal. Upon the expiration or earlier termination of this
Agreement, Sublicensee shall remove the Sublicensee Facilities from the Property.
(b) Sublicensee shall pay for the electricity it consumes in its operations at the rate charged by the servicing utility
company. Sublicensee shall have the right to draw electricity and other utilities from the existing utilities on the Property or obtain
separate utility service from any utility company that will provide service to the Property. Provided that it shall not result in any
expense or cost to Sublicensor or Owner, Sublicensor will use its best efforts to sign such documents or easements as may be
required by said utility companies to provide such service to the Premises, including the grant to Sublicensee or to the servicing utility
company at no cost to the Sublicensor or Owner, of an easement in, over, across or through the Land as required by such servicing
utility company to provide utility services as provided herein. Any easements necessary for such power or other utilities will be at
locations reasonably acceptable to Sublicensor and Owner and the servicing utility company, and shall be granted only to the extent
Owner is able to obtain said easements from the Florida Department of Transportation, which owns the surrounding property.
(c) Sublicensee, Sublicensee's employees, agents and contractors shall have access to the Premises without notice to
Sublicensor twenty-four (24) hours a day, seven (7) days a week, at no charge, so long as Sublicensee notifies the M/A-Com Network
Operations Center (866-537-7763) upon entering and leaving the Premises, and as long as Sublicensee is not in default beyond the
expiration of any default cure period. Sublicensor, to the extent Sublicensor has authority and rights to ingress and egress, grants to
Sublicensee, and Sublicensee's agents, employees and contractors, a non-exclusive right for pedestrian and vehicular ingress and
egress across the Property, and such right may be described generally in Exhibit B.
(d) Sublicensor shall maintain all access roadways from the nearest public roadway to the Premises in a manner
sufficient to allow pedestrian and vehicular access at all times under normal weather conditions. Sublicensor shall be responsible for
maintaining and repairing such roadways, at its sole expense, except for any damage caused by Sublicensee's use of such roadways.
7. Interference.
(a) Sublicensee shall operate the Sublicensee Facilities in compliance with all Federal Communications Commission
("FCC") requirements and in a manner that will not cause interference to Sublicensor, Owner or other licensees of the Property,
provided that any such installations predate that of the Sublicensee Facilities. In the event of any such interference determined to be
caused by Sublicensee, Sublicensee shall immediately take action to stop such interference and, in the event it is unable to do so
within forty-eight (48) hours of written notice to Sublicensee by Sublicensor, Sublicensee shall immediately shut down the portion of
the Sublicensee Facilities causing such interference until it can be corrected, provided; however, Sublicensee may conduct
intermittent testing of the Sublicensee Facilities to determine whether the interference has been resolved. Nothwithstanding any terms
to the contrary herein, Sublicensor and Sublicensee recognize that Owner is a municipality maintaining its public safety radio system
on the Property, therefore, in the event interference results from the occupation or use of the Property by Sublicensor and/or
Sublicensee; which in Owner's sole discretion compromises public safety, Owner may require immediate removal of the interfering
facilities, may discontinue electrical power to the facilities, or may remove such facilities as necessary at its discretion in order to
restore public safety.
(b) Subsequent to the installation of the Sublicensee Facilities, Sublicensor will not, and will not permit its licensees to,
install new equipment on or make any alterations to the Property or property contiguous thereto controlled by Sublicensor, if such
modifications cause interference with Sublicensee's operations. In the event interference occurs, Sublicensor agrees to use best
efforts to eliminate such interference in a reasonable time period. Sublicensor's failure to comply with this paragraph shall be a
material breach of this Agreement.
(c) Sublicensee shall conduct, at Sublicensee's sole cost and expense, a radio frequency intermodulation analysis ("RF
Analysis") to be submitted to Sublicensor for approval prior to the commencement of Sublicensee's installation. In addition,
Sublicensee shall submit a new RF Analysis prior to any future modification of Sublicensee's frequencies being utilized at the
Premises.
8. Taxes. If personal property taxes are assessed, Sublicensee shall pay any portion of such taxes directly attributable to the
Sublicensee Facilities directly to the governing agency. Except as provided immediately below, Sublicensor shall pay or cause to be
paid, all real property taxes, assessments and deferred taxes on the Property. If any increase to Sublicensor's real property taxes is the
result of the location of the Sublicensee Facilities on the Land, Sublicensee shall reimburse Sublicensor or Owner, whichever has paid
such taxes, that proportionate share of such tax increase provided that as a condition of Sublicensee's obligation to pay such tax
increases that: (i) Sublicensor provide to Sublicensee the documentation from the taxing authority, reasonably acceptable to
Sublicensee, indicating that the increase is due to the location of the Sublicensee Facilities on the Land, and (ii) Sublicensor may,
request that Owner file a timely protest with the appropriate taxing authority, at its discretion, and consent to Sublicensee's
intervention and prosecution of the same (the cost of such appeal to be borne by the Sublicensee). Sublicensor and Sublicensee shall
cooperate with Owner and each other in the protest of any such assessment by (i) providing each other with information regarding the
relative valuation of their property, and (ii) allowing each other to participate in any proceeding related to the tax protest provided
such protest is permitted by law. Nothing in this paragraph shall be construed as limiting either party's right to contest, appeal or
challenge any tax assessment where such party has standing to do so.
9. Waiver of Sublicensor's Lien.
(a) Sublicensor waives any lien rights it may have concerning the Sublicensee Facilities, all of which are deemed
Sublicensee's personal property and not fixtures, and Sublicensee has the right to remove the same at any time without Sublicensor's
consent.
(b) Sublicensor acknowledges that Sublicensee has entered into or may in the future enter into a financing arrangement
including promissory notes and financial and security agreements for the financing of the Sublicensee Facilities ("Collateral") with a
third party financing entity (and may in the future enter into additional financing arrangements with other financing entities). In
connection therewith, Sublicensor (i) consents to the installation of the Collateral; (ii) disclaims any interest in the Collateral, as
fixtures or otherwise; and (iii) agrees that the Collateral shall be exempt from execution, foreclosure, sale, levy, attachment, or distress
for any Rent due or to become due and that such Collateral may be removed at any time without recourse to legal proceedings.
10. Termination. This Agreement may be terminated without further liability on thirty (30) days prior written notice as follows:
(i) by either party upon a default of any covenant or term hereof by the other party, which default is not cured within sixty (60) days
of receipt of written notice of default, except that this Agreement shall not be terminated if the default cannot reasonably be cured
within such sixty (60) day period and the defaulting party has commenced to cure the default within such sixty (60) day period and
diligently pursues the cure to completion; provided that the grace period for any monetary default is ten (10) days from receipt of
written notice; or (ii) by Sublicensee if through no act or failure to act of the Sublicensee it does not obtain or maintain any license,
permit or other approval necessary for the construction and operation of the Sublicensee Facilities; or (iii) by Sublicensee if
Sublicensee is unable to occupy and utilize the Premises due to an action of the FCC, including without limitation, a take back of
channels or change in frequencies, or signal interference; or (iv) by Sublicensee if any environmental report for the Property reveals
the presence of any Hazardous Material after the Term Commencement Date; or (v) by Sublicensee, upon six (6) months prior
written notice, if Sublicensee determines that the Premises are not appropriate for its operations for economic or technological
reasons; (vi) by Sublicensee if the Sublicensor fails to deliver to Sublicensee an executed memorandum of agreement or non-
disturbance and attornment agreement pursuant to Paragraphs 19(g) and (h) below, or an Owner-executed consent to sublicense
pursuant to Paragraph 1(b), or a SHPO determination and/or ASR pursuant to (and as defined in) Paragraph 20 below
11. Destruction or Condemnation. If the Premises or Sublicensee Facilities are damaged, destroyed, condemned or transferred
in lieu of condemnation, to such an extent that they are rendered unsuitable for Sublicensee's purposes, Sublicensee may elect to
terminate this Agreement as of the date of the damage, destruction, condemnation or transfer in lieu of condemnation by giving notice
to Sublicensor no more than forty-five (45) days following the date of such damage, destruction, condemnation or transfer in lieu of
condemnation. If Sublicensee chooses not to terminate this Agreement, Rent shall be reduced or abated in proportion to the actual
reduction or abatement of use of the Premises.
12. Insurance.
(a) Sublicensee, at Sublicensee's sole cost and expense, shall procure and maintain on the Premises and on the
Sublicensee Facilities, commercial general liability insurance with a combined single limit of at least One Million and 00/100 Dollars
($1,000,000.00) per occurrence. Such insurance shall insure, on an occurrence basis, against all liability of Sublicensee, its employees
and agents arising out of or in connection with Sublicensee's use of the Premises, all as provided for herein. Within thirty (30) days
following the Effective Date, Sublicensee may, at its option, (i) provide Sublicensor with a certificate of insurance ("COI")
evidencing the coverage required by this Paragraph 12, or (ii) provide electronically to Sublicensor a uniform resource locator link to
access Sublicensee's memorandum of insurance web site in order for Sublicensor to review the coverage required by this Paragraph
12. Sublicensor, at Sublicensor's sole cost and expense, shall procure and maintain on the Property, bodily injury and property
damage insurance with a combined single limit of at least One Million and 00/100 Dollars ($1,000,000.00) per occurrence. Such
insurance shall insure, on an occurrence basis, against all liability of Sublicensor, its employees and agents arising out of or in
connection with Sublicensor's use, occupancy and maintenance of the Property. Each party and Owner shall be named as an
additional insured on the other's policy. Sublicensor shall provide a COI evidencing the coverage required by this Paragraph 12
within thirty (30) days following the Effective Date. Alternatively, Sublicensor shall have the option of providing Sublicensee with
evidence of such coverage electronically. In such event, Sublicensor shall provide Sublicensee with a Uniform Resource Locator
("URL") Link to the appropriate web site within thirty (30) days following the Effective Date.
13. Waiver of Subrogation. Sublicensor and Sublicensee release each other and their respective principals, employees,
representatives and agents, from any claims for damage to any person or to the Property or the Premises or to the Sublicensee
Facilities or any other property thereon caused by, or that result from, risks insured against under any insurance policies carried by the
parties and in force at the time of any such damage. Sublicensor and Sublicensee shall cause each insurance policy obtained by them
to provide that the insurance company waives all right of recovery by way of subrogation against the other in connection with any
damage covered by any policy. Neither Sublicensor nor Sublicensee shall be liable to the other for any damage caused by any of the
risks insured against under any insurance policy required by Paragraph 12.
14. Liability and Indemnity.
(a) Sublicensor and Sublicensee shall each indemnify, defend and hold the other harmless from and against all claims,
losses, liabilities, damages, costs, and expenses (including reasonable attorneys' and consultants' fees, costs and expenses)
(collectively "Losses") to the extent arising from the indemnifying party's breach of any term or condition of this Agreement or from
the negligence or willful misconduct of the indemnifying party's agents, employees or contractors in or about the Property. The
obligations to indemnify, defend and hold harmless are conditioned upon the party claiming indemnification giving the other party
prompt notice of any such claim and all necessary assistance and information so that such other party may, at its sole discretion and
expense, defend or settle such claim. The duties described in this Paragraph 14 shall apply as of the Effective Date of this Agreement
and survive the termination of this Agreement.
(b) Sublicensee agrees to hold the Owner, its elected officials, employees and agents harmless against all fines,
penalties, and losses, liabilities, costs, expenses, damages, claims for bodily injury, sickness, disease, death or personal injury or
damage to property or loss of use resulting therefrom, arising out of this Agreement unless such claims are the result of the Owner's
negligence. This provision shall survive the termination of this Agreement. Further, for all claims described in this paragraph,
Sublicensee agrees to pay on behalf of the Owner, and to pay the cost of the Owner's legal defense. Such payment on behalf of the
Owner shall be in addition to any and all other legal remedies available to the Owner shall not be considered to be the Owner's
exclusive remedy. Nothing herein shall be construed to waive or modify the provisions of Section 768.28, Florida Statutes or the
doctrine of sovereign immunity.
(c) In the event Owner under the Services Agreement brings an action against Sublicensor, including any action to
enforce terms and conditions of the Services Agreement or as a result of alleged breach of any terms and conditions of the Services
Agreement, Sublicensor shall indemnify, defend and hold Sublicensee harmless from and against any Losses.
15. Assignment and Subletting. Sublicensee may not assign, or otherwise transfer all or any part of its interest in this
Agreement or in the Premises without the prior written consent of Sublicensor and Owner, which will not be unreasonably withheld,
conditioned or delayed; provided, however, that Sublicensee may assign its interest without Owner's or Sublicensor's consent to its
parent company, any subsidiary or affiliate of it or its parent company or to any successor-in-interest or entity acquiring fifty-one
percent (51%) or more of its stock or assets, subject to any financing entity's interest, if any, in this Agreement as set forth in
Paragraph 9 above. Upon assignment, Sublicensee shall be relieved of all future performance, liabilities, and obligations under this
Agreement, provided that the assignee assumes all of Sublicensee's obligations herein. Sublicensor may assign this Agreement,
which assignment may be evidenced by written notice to Sublicensee within a reasonable period of time thereafter, provided that the
assignee assumes all of Sublicensor's obligations herein, including but not limited to, those set forth in Paragraph 9 ("Waiver of
Sublicensor's Lien") above. This Agreement shall be binding upon and inure to the benefit of the parties, their respective successors,
personal representatives, heirs and assigns. Notwithstanding anything to the contrary contained in this Agreement, Sublicensee may
assign, mortgage, pledge, hypothecate or otherwise transfer without notice or consent its interest in this Agreement to any financing
entity, or agent on behalf of any financing entity to whom Sublicensee (i) has obligations for borrowed money or in respect of
guaranties thereof, (ii) has obligations evidenced by bonds, debentures, notes or similar instruments, or (iii) has obligations under or
with respect to letters of credit, bankers acceptances and similar facilities or in respect of guaranties thereof.
16. Quiet Enjoyment. Sublicensor covenants and agrees with Sublicensee that Sublicensee may peacefully and quietly enjoy
the Premises and that Sublicensee is not in default hereunder after notice and expiration of all cure periods.
17. Repairs. Sublicensee shall repair any damage to the Premises or Property caused by the Sublicensee. Upon expiration or
termination hereof, Sublicensee shall repair the Premises to substantially the condition in which it existed upon start of construction,
reasonable wear and tear and loss by casualty or other causes beyond Sublicensee's reasonable control excepted.
18. Hazardous Material.
(a) As of the Effective Date of this Agreement: (1) Sublicensee hereby represents and warrants that it shall not use,
generate, handle, store or dispose of any Hazardous Material in, on, under, upon or affecting the Property in violation of any
Environmental Law (as defined below), and (2) Sublicensor hereby represents and warrants that (i) it has no knowledge of the
presence of any Hazardous Material located in, on, under, upon or affecting the Property in violation of any Environmental Law; (ii)
no notice has been received by or on behalf of Sublicensor from, and Sublicensor has no knowledge that notice has been given to
Owner, any predecessor owner or operator of the Property by, any governmental entity or any person or entity claiming any violation
of, or requiring compliance with any Environmental Law for any environmental damage in, on, under, upon or affecting the Property;
and (iii) it will not permit itself or any third party to use, generate, handle, store or dispose of any Hazardous Material in, on, under,
upon, or affecting the Property in violation of any Environmental Law.
(b) Without limiting Paragraph 14, Sublicensor and Sublicensee shall each indemnify, defend and hold the Owner and
each other harmless from and against all Losses arising from (i) any breach of any representation or warranty made in this Paragraph
18 by such party; and/or (ii) environmental conditions or noncompliance with any Environmental Law (as defined below) that result,
in the case of Sublicensee, from operations in or about the Property by Sublicensee or Sublicensee's agents, employees or contractors,
and in the case of Sublicensor, from the ownership or control of, or operations in or about, the Property by Sublicensor or
Sublicensor's predecessors in interest, and their respective agents, employees, contractors, sublicensees, guests or other parties. The
provisions of this Paragraph 18 shall apply as of the Effective Date of this Agreement and survive termination of this Agreement.
(c) "Hazardous Material" means any solid, gaseous or liquid wastes (including hazardous wastes), regulated
substances, pollutants or contaminants or terms of similar import, as such terms are defined in any Environmental Law, and shall
include, without limitation, any petroleum or petroleum products or by-products, flammable explosives, radioactive materials,
asbestos in any form, polychlorinated biphenyls and any other substance or material which constitutes a threat to health, safety,
property or the environment or which has been or is in the future determined by any governmental entity to be prohibited, limited or
regulated by any Environmental Law.
(d) "Environmental Law" means any and all federal, state or local laws, rules, regulations, codes, ordinances, or by-
laws, and any judicial or administrative interpretations thereof, including orders, decrees, judgments, rulings, directives or notices of
violation, that create duties, obligations or liabilities with respect to: (i) human health; or (ii) environmental pollution, impairment or
disruption, including, without limitation, laws governing the existence, use, storage, treatment, discharge, release, containment,
transportation, generation, manufacture, refinement, handling, production, disposal, or management of any Hazardous Material, or
otherwise regulating or providing for the protection of the environment.
19. Liquidated Damages. If an action of Sublicensee contributes to Sublicensor's obligation to pay liquidated damages as set
forth in 10.3 C. of the Agreement between the State of Florida and Com-Net, within 15 days of the receipt of reasonable proof that
such action has caused or contributed to Sublicensor's obligation, and that Sublicensor has paid or has become legally obligated to pay
the same, Sublicensee shall reimburse to Sublicensor Sublicensee's proportional share of said liquidated damages.
20. Miscellaneous.
(a) This Agreement constitutes the entire agreement and understanding between the parties, and supersedes all offers,
negotiations and other agreements concerning the subject matter contained herein. Any amendments to this Agreement must be in
writing and executed by both parties, and must be consented to in writing by the Owner. No provision of this Agreement will be
deemed waived by either party unless expressly waived in writing by the waiving party. No waiver shall be implied by delay or any
other act or omission of either party. No waiver by either party of any provision of this Lease shall be deemed a waiver of such
provision with respect to any subsequent matter relating to such provision.
(b) Both parties represent and warrant that their use of the Property and their personal property located thereon is in
compliance with all applicable, valid and enforceable statutes, laws, ordinances and regulations of any competent government
authority.
(c) If any provision of this Agreement is invalid or unenforceable with respect to any party, the remainder of this
Agreement or the application of such provision to persons other than those as to whom it is held invalid or unenforceable, shall not be
affected and each provision of this Agreement shall be valid and enforceable to the fullest exterit permitted by law.
(d) This Agreement shall be binding on and inure to the benefit of the successors and permitted assignees of the
respective parties.
(e) Any notice or demand required to be given herein shall be made by certified or registered mail, return receipt
requested, or reliable overnight courier to the address of the respective parties set forth below:
Sublicensor:
M/A COM, Inc.
221 Jefferson Ridge Parkway
Lynchburg, VA 24501
Attn: General Counsel
Phone: (434) 455-9462
With a copy to:
M/A COM, Inc.
7022 TPC Drive, Suite 500
Orlando, FL 32822
Attn: Bill Lemmon
Sublicensee:
T-Mobile South LLC
12920 SE 38`s Street
Bellevue, WA 98006
Attn: PCS Lease Administration
With a copy to:
T-Mobile South LLC
3407 W. Dr. Martin Luther King Jr. Blvd.
Tampa, FL 33607
Attn: Lease Administration
Sublicensor or Sublicensee may from time to time designate any other address for this purpose by written notice to the other party. All
notices hereunder shall be deemed received upon actual receipt or refusal to accept delivery.
(f) This Agreement shall be governed by the laws of the State of Florida. Venue for litigation purposes shall be Pinellas
County, Florida.
(g) Sublicensor agrees to execute and deliver to Sublicensee a Memorandum of Agreement in the form annexed hereto
as Exhibit C and acknowledges that such Memorandum of Agreement will be recorded by Sublicensee in the official records of the
County where the Property is located.
(h) In the event the Property is encumbered by a mortgage or deed of trust, Sublicensor agrees to obtain and deliver to
Sublicensee an executed and acknowledged non-disturbance and attornment instrument for each such mortgage or deed of trust in a
recordable form reasonably acceptable to both parties.
(i) In any case where the approval or consent of one party hereto is required, requested or otherwise to be given under
this Agreement, such party shall not unreasonably delay or withhold its approval or consent.
(j) Each of the parties hereto represent and warrant that they have the right, power, legal capacity and authority to enter
into and perform their respective obligations under this Agreement.
(k) The captions and headings in this Agreement are for convenience only and in no way define, limit or describe the
scope or intent of any provision of this Agreement.
(1) All Riders and Exhibits annexed hereto, form material parts of this Agreement and are hereby incorporated herein
by this reference.
(m) This Agreement may be executed in duplicate counterparts, each of which shall be deemed an original, but all of
which together shall constitute a single instrument.
21. Marking and Lighting Requirements.
(a) Sublicensor shall be responsible for compliance with all marking and lighting requirements of the Federal Aviation
Administration ("FAA") and the FCC. Should Sublicensee be cited because the Property is not in compliance and should Sublicensor
fail to cure the conditions of noncompliance, Sublicensee may either terminate this Agreement or proceed to cure the conditions of
noncompliance at Sublicensor's expense, which amounts may be deducted from the Rent.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date of the last signature below.
SUBLICENSOR:
M/A COM, Inc., a Florida corporation, f/k/a M/A COM Private
Radio Systems, Inc., a Delaware corporation, f/k/a Com-Net
Ericsson Critical Radio Systems, Inc., a Delaware corporation
By:
Name: P. Curt Jones
Title: Director State of Florida Operations
Date: IlO8
Tom'
Tax I.D.: 65-0916944
Diverse Supplier: ? Yes ? No
Witnesses for P. Curt Jones:
Print Name: I I- l_ h ?r hi M 0 K1
Print Name: ?/ -b
SUBLICENSEE:
T-Mobile South LLC
By:
Name: Tim Chandler
Title: Area Director, Network Engineering & Ops
Date:
Witnesses for Tim C ndler:
Print Name: V e-266-
Print Name:
?QU.? E - "?S
SUBLICENSOR ACKNOWLEDGMENT
STATE OF r??? r C
COUNTY OF D.r_
Onzy& /,O? ZDe, before in !?./. /, Notary Public, personally appeared P. Curt Jones, Director State of
Florida Operations, for TWA-CC) M, Inc., a Flori da corporation, f/k/a WA-COM Private Radio Systems, Inc., a Delaware corporation,
f/k/a Com-Net Ericsson Critical Radio Systems, Inc., a Delaware corporation, personally known to me (or proved to me on the basis of
satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that they executed
the same in their authorized capacity, and that by their signature on the instrument, the person, or the entity upon behalf of which the
person acted, executed the instrument.
WITNESS my hand and official al.
G (SEAL)
N Public
My commission expires: n I
NOTARY PUBLIC-STATE OF FLORIDA
Dennis Michael Scott, Jr.
-Commission #DD711060
%`??.•? Expires: OCT. 20, 2011
BONDED THRU ATLANTIC BONDING CO., INC.
SUBLICENSEE ACKNOWLEDGMENT
STATE OF TE3EAS r (0 Y% ?a
COUNTY OF 7w\W?
*? , 2008, before me, KfIlli 14, dd, Notary Public, personally appeared Tim Chandler Area Director,
On kWg
Network Engineering & Ops, for T-Mobile Sou LLC, a Delaware limited liability company, personally known to me (or proved to
me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me
that he executed the same in his authorized capacity, and that by his signature on the instrument, the person, or the entity upon behalf
of which the person acted, executed the instrument.
WITNESS my hand and official seal.
KELLY M. VALLIAMSON
(SEAL) Notary Public - State of Florida
•AyConrr?6abnE5iesFeb23, 2009
s
otary Publ c = CommMlon # DD 377644
a J3 (off eonded By National NotaryAssn.
My commission expires:
EXHIBIT A
DESCRIPTION OF LAND
to the Agreement dated , 2008, by and between M/A-COM, Inc., a Florida corporation, f/k/a M/A-COM
Private Radio Systems, Inc., a Delaware corporation, f/k/a Com-Net Ericsson Critical Radio Systems, Inc., a Delaware corporation, as
Sublicensor, and T-Mobile South LLC, a Delaware limited liability company, as Sublicensee.
A COPY OF THE DEED WILL BE PRESENTED HERE OR ATTACHED HERETO
This instrument prepared bv,
ar glider Illy dir. emion of
Acpartnieut of'F'rans -lrtatioa
11201 North `vlcKinlcy Drive
Tnmp2, Florida 33612-6456
Parcel No. 271 (a 1)
ItenliSegmem No.. 25`1 1 1 l
N-faslaeing District: Seven
County. Pinellas
State Road: S595A
Q111.TCLAILM 1 KED
4litlerai Figitt_s Koss ved
KEN BURKE. GLL•H:K LW COURT
PINELLAS COUNTY FLORIDA
IW`,Tp 2006198499 e5?2Sreg" it 01:02 PM
orr REC BK: 15143 --- 1980-1990
UacTvpe:DEED REGORGING: 627.00
1006, by and TE OF
ri-ES INDENTURE, Mpdc this __,..•._ day oC hciwL n tile 5'1"A ?-
FLOR.LDA by and througLtthe S"t'ATf OF FLORIDA DEPARTMEwI'!' OF TRANsPolt7".?tFIO ON, Pasty ofthe First Part,
Whos.. address is 11201 North ,.talcohn MclCinlcy Drive, Tampa.. Florida 33612-6455 to City of Clearwater, A Florida
N4Unici.pal ('rlulraLion organized unrlcr the laws of the State of Florida, 113 Osceola Avenue. Clear- aLcr, Florida 337,56
Party of the Svcx)nd Part.
1YI'MESSETH
W1iE.R1 AS. said Iarid heresn.ar?er described was hercto[bre acquired for state highway pu*poscs: and
WHEREAS, said lanai is no [rigger re.7uired for such purposes, and the Party ofthc imst. Part, by action of the
District 1,cx;reLarv, District Seven Florida Department of Transportation on '_WS, pursuant to the
provisions of"Scctiua 337.25 Florida statutes, has agrerxJ to quitclaim the land hereinafter described to tine Pally afthe
Scm.nd Pall
NI OW THEREFORE, THIS INDENTURE MTNESSETL 'That the Par[y of the Firs1 Parl For and i:t
consideration of the Burn ors[ m and othm valtiahle considerations, receipt and sufficiency being hereby acknowledged,
does herebv remise, rclcase and quitclaim unus the Party of the Sex and Part and assigns, forever, all their rights. title and
interest in all that certain [arid situated in Pinci'la-s C'Ounty, Florida, viz_
(See E?Jt bit "A" attached hereto anti madc a part hereof)
TO HA.VF AND TO HOLD. the sP.i.d premises and the appurle+sarsces thereafunto the Party of the Second Part.
RESERVING UNTO THE PARTY OF TTIF' FIRST ['ART and its successors, an undividul three-fourths interest:
in, and title m and to, an undivided three-fourths interest in all the phosphate, miner als sad metals that are ur may be in,
on, or under the said land and an undivided one•halF interest ut all the pctraleum t?sat is or nlay ;1c in, On, Or under said
land with the privilege to trine and develop the same on all, lards wherein the Party cif the First Part hold's the requisite
intcrest. ?
Jim hIA lo, SC1111r AvclU
1
l IJCl+all•oc?.1 •r Tr-' tryp'.1 MI. -11
KAV I'mr-011. M011-WCM01l
I1)?il t;. Ai:Krdcy 7)rivr
Parcel No.. . ? l (Patt)
lteaniSegment Flo.: 258119 1
h1ana!-,rtg District. Seven
Counv: Pinettas
IN Nkr[TtiTSS WHEREOF. the State of Florida Department of Traaspat'tation has caused these prmnts to be
sighed in the name of the State of Tlorida Department of-Ttansportation by its District Sccretary, District Seven and its
coal to be hereunto of ixcd, at:cstc%l by its Executive Sec-rawy, on the date first ahow written.
STATE OF FLORIDA
DEPARTMENT OF TRANSPORTATION
ATTEST:
- Exacutive Sce.rcta ' Donald I Skiltim,
District Seven Swrcta:y
Mnt N?-rne: ?C yl rl .Er?.F•1
(Affix Department Seal)
Print Name:
STATE OF FLt 11 -%
COUtN'1 Y WI- .:r? ? • 6,6
The foregoing instrument was acknowledgcd, before me this ? day of
by Donald J. Skelton, P.E., District Secretary for Distr-ic Sn-en, who is persoeal kno 'n tome
Print Name: I/t?C? ll A !L. A -fc' I j-h < +?
(:Affix Notary Sea])
Votary Public in and for the (.'aunty and State last a,'ar esaid.
M Commission Expires:
1J.Y rUsldr133r.wtDo 106',52
X'? :%PA[S::V? :7,2796
hcw?FtCY?^?M"? I
LK-- Ffw -T"
-7_1 w7'.1 T'lis _ may.
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r:- -- ri=_......... ::r - _lc_i15
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tur :d?rt:IWP_?- 1. the Eci;ti,eact _•f, of ,. e_.ti;;n 2, ,'ck'-c.:
in 2a
c`•??h , Range 75 East, -4 . te r-f d ' .a: ?a-c=ihe^,' ,:1
- ozmit..._? at he TC•.^_thwes- ..Gt,ez 7L t-je J :UTri28_: i' . C'r
_`•k'n:. --,-r ,.9 South, Aange 15 .,-St, Pi ..°1_35 C?.L:Iit'y, ^lU?_da, -hnnr_?
aIcl7 St - WL..it cea-,cx ]n- slid Se-c-_ion 22, S q
the NorYhwps. '7^--n ar c,i Pa=_!
y.
_,epar-T"eni: o.. TrAr.s??_t3L_??: ?=c ?7^ 1L3 ..-cC•L''3r N?_ D?5? _T? rr??^. _..
d $COk 33''•', . 5- Z _ 0 LL= r':, 1=C R cor.j c ?1_:!: lc_
_d d
L:friCdr `.l7EAC4 c:r;7tiALt 2_ ?' 7_n7 ^-i ea!.:-- 'CS ?'- -'
84"11'22" r 662.13 fF:c_. theme ^_3211 - 21 5
- _b 3t' _Fe ti =}:•=P.G° Y vC •id 1 23 290.-est
S _;V r. 3 0 22 W, 140.114 TF_PL1 ti_v*nce ,Y 85'b6'-5" 1\' 2G. 2 N " ' m W `1 uVGr t C:7.t::u.-_
10 .d' `feet; 4terce 1.1 ??'11'Sg" W, '12.71 ._ t;
ter'
c'C'`."7 3c' Our' Vi, 1.'15' fcvC to nc:5-?a, gent C-iav'=. ?.11°r1cG ],I :•.26 1-6j5
a_•?r:r _i e arc :aid cur':' ;:onrr,Fe to the cas-, ^.g i rrd.i_.3
c5. ?? feet, 5 acnt=rr_ algs' ?' ?0 "52" and Snctz,rde i :- ,
:y r _'J:;_ w
_nr, S C49'18" W, ...ti Liienco 4 ,' 4iJ" :i3.2r rt
to rh^ ?CTN ='':' R°Ul.".NING, t'nerce. F, :G.58 -.3L: n'cc
3 4 1.4 .3 E. =, 7 «.-, i.,7el:=r_. - 0 ?1. =31 ..._ =Z^ti LhEi:ce
?C.Ln 11', 52_5 5 l!'-c?r, =i:r?P.rF ti; 36 'L'9" _5.
-5 --ee? o
.,,tai i n 9 948E :::p;ar•_ _ae-:, Mere i= -°=
^ I
EXHIBIT „A„
SITE LOCATION INFORMATION
PROPERTY OWNER: M/A COM INC.
PROPERTY OWNERS ADDRESS: 7022 TPC BLVD
ORLANDO, FL 32822
TOWER OWNER: M/A COM
COORDINATES: N 27: 56; 45-
W 82' 47 11 (LONG.)
PARCEL NUMBER: 22-29-15-25470-000-0010
REO'D SETBACKS
FRONT: 25'
REAR: 20'
SIDES: 10'
zz
w
X XX-_X
EXISTING UTILITY POLE X X?X-X-
W TRANSFORMER
X?
00 n x
O
EXISTING TELCO BOX x EQU PMENT
SHELTER
T
x x SELF-SUPPORTING TOWER
PROPOSED T-MOBILE I
x
200A METER, DISCONNECT I
& TELCO ENCLOSURE
PROPOSED T-MOBILE
WAVEGUIDE BRIDGE ±22'
I
!EXISTING SWING x x
-GATE PROPOSED T-MOBILE EQUIPMENT
AREA LIGHT MOUNTED ON
EXISTING CONCRETE x WAVEGUIDE POST. LIGHT ONLY REQ'D
STOOP x I FOR EMERGENCY SITE MAINTENANCE.
x
z I ~
PROPOSED T-MOBILE
EXISTING EQUIPMENT
' I PURCELL CABINET
H-FRAME
PROPOSED T-MOBILE
0
f I x 15' x 23' LEASE AREA.
(3) PROPOSED T-MOBILE
-EXISTING GENERATOR `li I BTS CABINETS (TYP.)
.A CONCRETE PAD
- PROPOSED T-MOBILE 12'-6"
x 23' CONCRETE SLAB.
15 _ x
0` DESIGN TO BE DETERMINED.
LEASE ARE
,EXISTING CONCRETE
,:EQUIPMENT PAD
X
X I o
x I
x cv
N
EXISTING PROPANE TANK x x EXISTING CHAIN LINK
L
X X
X
X X FENCE COMPOUND
-X X X
DATE: 10/10/08
Cmx M/A COM
• • • • -Mobile • A2H717A DRAWN BY: BO
3550 BUSCHWOOD PARK DRIVE 3407 DR. MARTIN 1417 S. MISSOURI AVE.
CLEARWATER
FL 33756 CHECKED BY: TD
SUITE 270, TAMPA. FL 33618
PH (673) 932-7279 LUTHER KING JR. BLVD.
TAMPA, FL 33607 ,
PINELLAS COUNTY SCALE: N.T.S.
FAX (813) 932-7383 PHONE: (813) 348-2430
ARIZONA • FLORIDA • MARYLAND FAX: (813) 348-4325 REV: 3
_ NEVADA • NEW JERSEY • MEACD LEASE EXHIBIT
PENNSYLVANIA • NEW YORK • GEORGIA
SHEET: LE-1
EXHIBIT B
DESCRIPTION OF PREMISES
to the Agreement dated , 2008, by and between M/A-COM, Inc., a Florida corporation, f/k/a M/A-COM
Private Radio Systems, Inc., a Delaware corporation, f/k/a Com-Net Ericsson Critical Radio Systems, Inc., a Delaware corporation, as
Sublicensor, and T-Mobile South LLC, a Delaware limited liability company, as Sublicensee.
The Premises are described and/or depicted as follows:
EQUIPMENT:
Number and type of Transmission Lines: twelve (12) 1 '/4' coax cables
Total number of Antennas: six (6)
Antenna type / model; TMBX-65l7_R2M
Location of Antennas on Tower: RAD Center 128 ft.
Frequencies: TX RX
1850-1862 1930-1942
1710-0720 2110-2120
1735-1745 2135-2145
Land area: 15 ft X 23 ft
A DRAWING OF THE PREMISES WILL BE PRESENTED HERE OR ATTACHED HERETO
EXHIBIT C
to the Agreement dated , 2008, by and between M/A-COM, Inc., a Florida corporation, fWa M/A-COM
Private Radio Systems, Inc., a Delaware corporation, f/k/a Com-Net Ericsson Critical Radio Systems, Inc., a Delaware corporation, as
Sublicensor, and T-Mobile South LLC, a Delaware limited liability company, as Sublicensee.
RECORDED AT REQUEST OF, AND
WHEN RECORDED RETURN TO:
T-Mobile South LLC
3407 W. Dr. Martin Luther King Jr. Blvd.
Tampa, FL 33607
Attn: Lease Administration
MEMORANDUM OF AGREEMENT
This MEMORANDUM OF AGREEMENT is entered into on this , 2008, by M/A-COM, Inc., a Florida
corporation, f/k/a M/A-COM Private Radio Systems, Inc., a Delaware corporation, f/k/a Com-Net Ericsson Critical Radio Systems,
Inc., a Delaware corporation, with an address at 7022 TPC Drive, Suite 500, Orlando, FL 32822 (hereinafter referred to as
"Sublicensor") and T-Mobile South LLC, a Delaware limited liability company, with an office at 3407 W. Dr. Martin Luther King Jr.
Blvd., Tampa, FL 33607 (hereinafter referred to as "T-Mobile" or "Sublicensee").
1. Sublicensor and T-Mobile entered into a Communications Site License Agreement ("Agreement") dated as of
, 2008, effective upon fall execution of the parties ("Effective Date") for the purpose of T-Mobile undertaking
certain Investigations and Tests and, upon finding the Property appropriate, for the purpose of installing, operating and maintaining a
communications facility and other improvements. All of the foregoing is set forth in the Agreement.
2. The term of T-Mobile's license under the Agreement is for five (5) years commencing on ,
2001 ("Term Commencement Date"), and terminating on the fifth anniversary of the Term Commencement Date with four (4)
successive five (5) year options to renew.
3. The Land that is the subject of the Agreement is described in Exhibit A annexed hereto. The portion of the Land
being licensed to Sublicensee and all necessary access and/or utility easements (the "Premises") are set forth in the Agreement.
In witness whereof, the parties have executed this Memorandum of Agreement as of the day and year first written above.
SUBLICENSOR:
M/A-COM, Inc., a Florida corporation, f/k/a WA-COM
Private Radio Systems, Inc., a Delaware corporation, f/k/a
Com-Net Ericsson Critical Radio Systems, Inc., a
Delaware corporation
SUBLICENSEE:
T-Mobile South LLC, a Delaware limited liability company
By: EXHIBIT ONLY - DO NOT EXECUTE By:
Name: P. Curt Jones
Title: Director State of Florida Operations
EXHIBIT ONLY - DO NOT EXECUTE
Name: Tim Chandler
Title: Area Director, Network Engineering & Ops
Date: Date:
Witnesses for P. Curt Jones:
Print Name:
Print Name:
SUBLICENSOR ACKNOWLEDGMENT
STATE OF
COUNTY OF
Witnesses for Tim Chandler:
Print Name:
Print Name:
On , before me, , Notary Public, personally appeared P. Curt Jones, Director State of
Florida Operations, for M/A-COM, Inc., a Florida corporation, fWa M/A-COM Private Radio Systems, Inc., a Delaware corporation,
fWa Com-Net Ericsson Critical Radio Systems, Inc., a Delaware corporation, personally known to me (or proved to me on the basis of
satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that they executed
the same in their authorized capacity, and that by their signature on the instrument, the person, or the entity upon behalf of which the
person acted, executed the instrument.
WITNESS my hand and official seal.
Notary Public
My commission expires:
SUBLICENSEE ACKNOWLEDGMENT
STATE OF TEXAS
COUNTY OF COLLIN
(SEAL)
On , 2008, before me, , Notary Public, personally appeared Tim Chandler, Area Director,
Network Engineering & Ops, for T-Mobile South LLC, a Delaware limited liability company, personally known to me (or proved to me
on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that
he executed the same in his authorized capacity, and that by his signature on the instrument, the person, or the entity upon behalf of
which the person acted, executed the instrument.
WITNESS my hand and official seal.
Notary Public
(SEAL)
My commission expires:
EXHIBIT D
SERVICES AND ACCESS AGREEMENT
to the Agreement dated , 2008, by and between M/A-COM, Inc., a Florida corporation, f/k/a M/A-COM
Private Radio Systems, Inc., a Delaware corporation, fUa Com-Net Ericsson Critical Radio Systems, Inc., a Delaware corporation, as
Sublicensor and T-Mobile South LLC, a Delaware limited liability company, as Sublicensee.
THE SERVICES AND ACCESS AGREEMENT IS ATTACHED HERETO