LICENSE AGREEMENT TO INSTALL AND OPERATE COMMUNICATIONS EQUIPMENT
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Central Florida
City of Clearwater - North
T AM206A
LICENSE AGREEMENT
THIS LICENSE AGREEMENT is made and entered into this/f6t- day of/O~~ , 200.6;by and between the
CITY OF CLEARWATER, FLORIDA, a Florida Municipal Corporation, 112 South Osceola Ave, Clearwater, Florida 33756
(herein, "City" or "Licensor") and Metro PCS California/Florida, Inc., a Delaware corporation, d/b/a MetroPCS with an office at 511
South D.S Hwy 301, Tampa, Florida 33619 (herein, "MetroPCS" or "Licensee").
For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree
as follows:
I. Premises: The City is the owner of a parcel of land (the "Land") and a water tower (the "Tower") located in the
City of Clearwater, County of Pinellas, State of Florida, more commonly known as 1780 Weston Drive, Clearwater, Florida 33755
(the Tower and Land are collectively, the "Licensed Premises"). The City hereby grants to MetroPCS and MetroPCS hereby accepts
from the City a nonexclusive license to utilize portions of the City-owned premises and facilities as more particularly described and
depicted in EXHIBITS "A", "B" AND "c" attached hereto and by reference made a part hereof. It is expressly understood that all
rights granted to Licensee under this License Agreement are irrevocable until this License Agreement expires or sooner terminates as
herein provided. Measured at 120 feet (:t) above ground level, MetroPCS shall have reserved to its use the space upon the catwalk
handrail of the City's North Water Tank for the purpose of mounting antennae arrays as specified in paragraph 2 below and depicted
in EXHIBIT "A", together with a rectangular parcel of land having dimensions not to exceed 224 square feet for placement of a 12'
X 14' (168 square foot) concrete pad in the Licensed Premises for installation of it's communications equipment, and underground
wherefrom, the "most direct route" cabling connection upon the nearest water tank support leg to installed antennas (EXHIBIT "B").
The exterior of all of MetroPCS's antennas, coax, shelters and cabinets shall be painted to match the color of the Tower as it may
exist from time to time. The land area designated for occupation by the Licensee's communications equipment, electrical current
meter, lighting, telephone (if required) and reasonable direct access to all such facilities by the Licensee's vehicle, personnel, agents,
contractors, vendors and invitees are referenced herein as the "License Premises" (EXHIBIT "C"). Final site specific engineering
plans and load factor calculations regarding the respective site are to be provided to the City Engineering Department by MetroPCS
at MetroPCS's expense and are subject to final approval by the Water Superintendent and/or other authorized City officials prior to
commencement of any construction or installation of any communications and related equipment by MetroPCS employees, agents,
vendors or contractors within or upon the License Premises.
2. Non-Exclusive License: Nothing contained herein shall prohibit the City from utilizing for its own purposes, or
licensing to the use of any other entity, any portion of the water tank or its related facilities for additional communications or other
uses so long as such communications or other equipment in no way interferes with MetroPCS's utilization of its communications
equipment as authorized herein.
3. Communications Eouioment: In this License Agreement, all MetroPCS equipment shelters, communications
instruments, panels, generators, cables, wires, antennae and essentially related accessories are referred to collectively herein as
"Communications Equipment" or "Communications Centers". The City hereby grants permission to MetroPCS to install and operate
the following described MetroPCS Communications Equipment upon and within the Licensed Premises:
(a) Three arrays of two antennas each (EMS RR33-20-XXDPL4), or equivalent, to be installed upon the
City's North Water Tank located at Latitude 27059'09" North, Longitude 82046'40" West. The centerline of mounting each
antennae array upon the tank catwalk railing shall be at 120:t feet above ground level (A.G.L.) at TBD azimuth. Confirmation of
actual elevation to be made jointly by MetroPCS and City prior to presentation of this License Agreement to the Clearwater City
Commission for its approval. MetroPCS is hereby authorized to install a fourth array of three such antennas at a later date which
shall be solely determined by MetroPCS shall first notify the City prior to commencement of such installation, such installation shall
have no detrimental effect upon the water tank structure, and all three antennae shall be installed at the same time. The annual rent to
be paid for each additional antenna to be installed shall be calculated by dividing the total annual rent then currently being paid prior
to such installation by the number of previously installed antennae, then multiplying the resulting annual rent amount being paid per
antenna by the total number of additional antennae to be installed. The rent payment for the additional antennas to be installed shall
commence upon the first day of the month in which installation is scheduled, prorated through the end of the then current license
year, and paid to the City within fifteen (15) days following said date. MetroPCS shall supply to the City the exact locations of all
antennas in the form of as-built drawings within fifteen (15) business days following installation. No alterations shall be made
thereafter without prior written approval by the City and acceptance thereof by MetroPCS.
(b) Radio communications equipment consisting of transmitters, receivers and accessories to be installed in
equipment building(s) or cabinets(s) by MetroPCS shall be located in accordance with approved final site plans. The ground space
shall be 14' X 16', more or less, within the North Water Tank's fenced enclosure as more particularly described in EXHIBIT"B".
4. Term: The primary term of this License Agreement shall be for five (5) years commencing on the date MetroPCS
begins installation of the Communications Equipment or one hundred eighty (180) days following the full execution of the License
Agreement, whichever occurs first (the "Commencement Date"), subject to extensions as set forth in paragraph 9 below. MetroPCS
shall
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provide the Water Superintendent, City of Clearwater, with at least ten (10) days written notice of the Commencement Date to the
Real Estate Service manager, Engineering Department, City of Clearwater, 100 South Myrtle Avenue, Clearwater, Florida 33756 not
later than ten (10) business days after the said Commencement Date.
5. Rent: MetroPCS shall pay the City the initial year annual sum of thirty thousand dollars and no cents
($30,000.00) ("Rent"), payable on the first day of the month following the Commencement Date of this License Agreement ("Rent
Commencement Date") and upon each anniversary of the Rental Commencement Date thereafter. If MetroPCS begins installation of
the Communications Equipment on any day other than the first day of the month, the annual Rent shall be prorated at the rate of
eighty three dollars thirty-three cents ($83.33) per day from the Commencement Date to the Rental Commencement Date and
included with the first annual Rent payment. The Rent as stipulated herein is for the initial installation and operation of three arrays
of two antennae each, to be constructed and located upon the City's water tank as described in Paragraph 1 of this License
Agreement. The annual rental during the primary term and any renewal term(s) will be adjusted upon each anniversary of the
Commencement Date to an amount equal to the then current annual Rent increased or decreased by an amount equal to the
cumulative annual percentage increase or decrease, if any, in the Consumer Price Index ("CPI") for "all items" published by the
Bureau of Labor Statistics of the United States Department of Labor 120 days prior to the anniversary during the primary term and
any extensions thereof, provided however, that in no event shall the annual rental be increased by more than four percent (4%) of the
Rent paid for the previous year. In the event of an early termination of this License Agreement pursuant to paragraph 13 below, the
City shall return to MetroPCS any and all prepaid Rent which would have applied to the time period after the date of termination,
providing, however, that MetroPCS is not in default under any other provisions of the License Agreement.
6. Use: MetroPCS shall use the Licensed Premises for the purpose of constructing and operating a Communications
Center as provided herein. MetroPCS shall abide by all local, state and federal laws and obtain all permits and licenses necessary to
operate its system. MetroPCS shall use the Licensed Premises for no other purposes without the prior written consent of the City.
7. Access: MetroPCS shall have reasonable ingress and egress to the Licensed Premises via the existing padlocked
chain link entry gate on a 24-hour per day, 7 day peer week basis. MetroPCS shall have the privilege of installing its own padlock in
addition to the City padlock access to its Communications Equipment. Provided, however, that only authorized engineers or
employees of MetroPCS, or persons under MetroPCS's direct supervision, shall be permitted to enter the Licensed Premises, and
their. entry shall be for the purpose of installing, removing, maintaining or repairing its Communications Equipment and for no other
purpose. MetroPCS shal1 notify the City by telephone, facsimile transmission, mailing or direct personal contact twenty-four (24)
hours in advance of its need to instal1, remove or repair its Communications Equipment located within and upon the Licensed
Premises, except in the case of an emergency, in which even notification shal1 be given as soon as reasonably possible. All
notification shall be made to and coordinated with the Water Division of the Public Services Department of the City.
8. Utilities at MetroPCS Exoense: MetroPCS shall be solely responsible for and promptly pay all charges for
electricity, telephone, and any other utility used or consumed by MetroPCS upon and within the Licensed Premises. The City shall
advise MetroPCS and fully cooperate with any utility company requesting a right of entry over and across the License Premises or
other lands owned by the City in order that such utility company may provide service to MetroPCS within and upon the Licensed
Premises. MetroPCS 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 MetroPCS Communications Equipment. The cost of such meter and of
instal1ation, maintenance and repair thereof shall be paid by MetroPCS. MetroPCS and the utility company providing services to
MetroPCS shall have access to the North Water Tank fenced enclosure and all areas of the Licensed Premises in accordance with
provisions of Paragraph 7 above.
9. Extensions: This License Agreement will be automatically renewed for three (3) additional terms (each a
"Renewal Term") of five (5) years each, unless MetroPCS provides City notice of intention not to renew not less than ninety (90)
days prior to the expiration of the primary term or any renewal term so long as MetroPCS has abided by the terms and conditions of
the License Agreement and is not currently in default hereunder. The annual rental amount shall continue to automatical1y adjust as
provided in paragraph 5 throughout the primary term or any extension.
10. Holding Over: IfMetroPCS should remain in possession of the Licensed Premises after expiration of the primary
term of any extension of this License Agreement, without the exercise of an extension option, or the execution by the City and
MetroPCS of a new license, MetroPCS shall be deemed to be occupying the Licensed Premises as a licensee-at-sufferance on a
month-to-month basis, subject to al1 the covenants and obligation of this License Agreement 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 5 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 and each month thereafter so long as MetroPCS occupies the Licensed Premises.
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City of Clearwater - North
T AM206A
11. Notices: Any notice shall be in writing and shall be delivered by hand or sent by United States registered or
certified mail, postage prepaid, addressed as follows:
CITY:
City of Manager
City of Clearwater
P.O. Box 4748
METROPCS:
MetroPCS
511 South US Hwy 301
Tampa, FL 33619 Clearwater, FL 34618-4748
Attn: Leasing Zoning Manager
With a copy to:
City Attorney
City of Clearwater
Suite 800
P.O. Box 4748
Clearwater, FL 34618-4748
With a copy to:
MetroPCS CaliforniaIFlorida Inc,
8144 WalnutHil1 Lane
Dallas, Texas 75231
Attn: Property Manager
However, where coordination with the Water Division of the Public Services Department of the City is required by this License
Agreement, notice shall be given by telephone, facsimile transmission or by hand delivery at either of the following mailing
addressee or physical addressee and telephone numbers:
Water Superintendent
City of Clearwater
P.O. Box 4748
Clearwater, FL 33758-4748
Telephone:
24 Hr. Emergency
Fax Number:
(813) 462-6848
(813) 462-6633
(813) 462-6559
Physical Address: 1650-C North Arcturas, Clearwater, FL 33765
Either party may change its address and telephone number(s) to which notice shall be given be 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.
12. Liabilities and Indemnity: MetroPCS 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 wil1ful misconduct of
MetroPCS, its assigns, agents, employees, vendors, contractors and all other invitees ofMetroPCS in or about the Licensed Premises
which may occur during the term of this License Agreement or any extensions thereof. MetroPCS 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
caused by MetroPCS, its assigns, agents, employees, vendors, contractors and other invitees of MetroPCS to the full extent permitted
by law. The City agrees to indemnify and save MetroPCS harmless from all claims (including costs and expenses of defending
against such claims) arising or alleged to arise from the negligence or wil1ful misconduct of the City or the City's agents, employees,
vendors, contractors or other licensees or tenants of the City occurring during the term of this License Agreement, or any extensions
thereof, subject to any defense or limitation pursuant to Section 768.28, Florida Statutes.
13. Termination:
(a) Either party shall have the right to terminate this License Agreement at any time as follows:
(i) 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 after due diligence or is revoked.
(ii) By either party, in the event of a material breach of any of the provisions of this License
Agreement, subject to Paragraph 14 below.
(iii) By MetroPCS if it determines that the cost of obtaining or retaining the approval of any
agency, board, court or other governmental authority necessary for the construction or operation of the Communications Equipment
is prohibitive, or if MetroPCS determines that the property is not appropriate for its Communications Equipment for technological
reasons, including, but not limited to, signal interference.
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City of Clearwater - North
TAM206A
(iv) By MetroPCS 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 License Agreement.
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(v) By the City, if the City, in its sole opinion, determines the continued operation of the North
Water Tank is no longer practical or feasible, or that installation or operation of the MetroPCS Communications Equipment thereon
is detrimental to the functional operation of said tank or City's communications equipment, if any, within and upon the respective
Licensed Premises or within and upon the fenced enclosure for said water tank. If the City makes the determination herein described,
it shall deliver one (1) year written notice of termination ("Notice Period") to MetroPCS. Following delivery of notice the parties
shall, in good faith, make every effort to determine if another City-owned facility would be mutually agreeable for relocating
MetroPCS's Communications Equipment. If such a facility is mutually agreed upon within the Notice Period, MetroPCS may
relocate its Communications Equipment to such other facility ("Alternate Premises") at its expense, without adjustment of the then
scheduled annual Rent. The requirements of this paragraph shall be fully met within the Notice Period or, in the alternative,
MetroPCS agrees to remove all of its Communications Equipment prior to its duration, following which this License Agreement shall
be null and void in all respects, except that any default may be cured by the parties as hereafter provided.
(b) Except as provided in Paragraph 13 (a) (v) above, the party terminating this License Agreement shall
given written notice of termination to the other party not less than thirty (30) days in advance of the effective date of termination.
Upon termination, neither party will owe any further obligation under the terms of this License Agreement, except that MetroPCS
shall be responsible for removing all of its Communications Equipment from the Licensed Premises not later than thirty (30) days
following such termination, and for restoring the areas occupied by MetroPCS to its original conditions as near as practicable, save
and except normal wear and tear and acts beyond MetroPCS's control.
(c) Upon termination of this License Agreement, the term hereby granted and all rights, title and interest of
MetroPCS in the Licensed Premises shall end and the City may re-enter upon and take possession of the Licensed Premises. Such
termination shall be without prejudice to the City's right to collect from MetroPCS any rental or additional rental which has accrued
prior to such termination together with all damages, including, but not limited to, the damages which are suffered by the City because
of MetroPCS ' s breach of any covenant under this License Agreement.
14. Defaults and Remedies:
Notwithstanding anything in this License Agreement to the contrary, neither party shall be in default under this License
Agreement until:
(a) In the case of a failure by MetroPCS to pay Rent or other sums due under this License Agreement,
fifteen (15) days after receipt of written notice thereoffrom the City; or
(b) In the case of any other default, thirty (30) days after receipt of written notice thereof from the non-
defaulting party; provided, however, where any such default cannot reasonably be cured within thirty (30) days, a party shall not be
deemed to be in default under the License Agreement if it commences to cure such default within said thirty (30) day period and
thereafter diligently pursues such cure to completion.
(c) In the event of MetroPCS default in the payment of rentals or its failure to comply with any other
material provisions of this License Agreement, the City may, at its option, terminate this Lease Agreement 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 entitle to collect rental 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 attorney's fees thereby incurred upon said collection.
15. Taxes: MetroPCS shall pay annually any and all taxes that may be levied and assessed upon the Licensed
Premises attributable to any improvement thereto made by MetroPCS, the Communications Equipment installed thereon, or upon this
License Agreement. If any such tax is paid by the City, MetroPCS shall reimburse the City for the amount of any tax payment within
sixty (60) days of receipt of sufficient documentation indicating the amount paid and the calculation of MetroPCS's pro-rata share.
Upon written request by MetroPCS, the City shall furnish evidence of payment of all such taxes.
16. Insurance: MetroPCS, at its expense, shall maintain in force during the terms of this License Agreement, a
Commercial General Liability Insurance Policy and provide to the City a certificate, or certificates, of insurance issued by insurance
companies certified to do business by the State of Florida and its insurance regulatory bodies covering the entire term of the License
Agreement, 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 MetroPCS against all liability arising out of the ownership, use, occupancy or
maintenance of the licensed Premises and appurtenant areas, which policy shall name City as an additional insured.
The City shall maintain at its expense, or provide through self-funding, throughout the License Term, public liability insurance,
Including bodily injury and property damage equal to the maximum limits of liability provided for in section 768.28, Florida
Statutues, plus any excess liability insurance coverage that may be purchased by the City. Any policies of insurance provided for
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herein to be carried by the City shall be issued by insurance companies certified to do business by the State of Florida and its
insurance regulatory bodies, provided, however, the City may self-fund any risk provided for in this paragraph in lieu of purchasing
insurance coverage therefore. Certificate(s) of Insurance or letters of self-funding shall be delivered to MetroPCS by the City upon
the Commencement date provided in section 4, and shall automatically renew upon any extensions of this License Agreement.
The City's Risk Manager may require MetroPCS 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:
(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 in a way that affects the City of Clearwater
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. 33758-4748
(c) Certificates ofInsurance 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 License Agreement shall provide full coverage from the First
dollar of exposure unless otherwise stipulated.
17. Environmental:
(a) Following execution of this License agreement by the City, MetroPCS shall, at its expense,
contract the services of a qualified environmental firm or individual to perform to current ASTM standards, a
commercial Phase I environmental audit of the Licensed Premises to determine if there is any basis for suspecting that
hazardous materials or waste have been deposited or released in or upon said premises. If the results of the Phase I
investigation reveal to MetroPCS a potentially hazardous materials or waste situation, then MetroPCS shall be entitled, at
MetroPCS expense and option, to perform a Phase II environmental investigation meeting applicable current ASTM
standards consisting of, but not limited to, the sampling and analysis of soil, ground water, air, building and structural
components, and any other materials that may be upon or in the property, so long as MetroPCS shall be responsible for
and remain liable to the City for any damages which may occur to the License Premises or other City property
during such investigations. It is mutually agreed between the parties that should the environmental investigations
herein described reveal to MetroPCS a potential or actual problem concerning hazardous materials or waste in or about
the License Premises, upon providing copies of the environmental reports and reasonable written notice to the City,
MetroPCS shall be entitled to terminate this License Agreement.
(b) IfMetroPCS chooses not to terminate this License Agreement as provided above, it shall
deliver to the City copies of all environmental reports resulting from investigations of the Licensed Premises not later
than thirty (30) days preceding the Commencement Date as defined in Paragraph 4. The City shall have the privilege
of reviewing and independently verifying the findings and conclusions contained in each and all of the reports, and at
its sole option, may accept the reports or reject the reports in their entity, in which event the City may terminate this
License Agreement, provided that MetroPCS receives notice of the City's intent to terminate within thirty (30) days after
the City's receipt of such environmental reports. If the City elects not to Terminate this License Agreement under this
provision, it shall be deemed thereafter that the conclusions as defined in the report(s) shall establish the environmental
baseline for the Licensed Premises, and the City shall defend and hold MetroPCS harmless from any pollution or
hazardous substances or wastes established as the environmental baseline, subject to any defense or limitation
available to the City pursuant to Section 768.28, Florida Statues. MetroPCS shall thereafter indemnify, defend and save
harmless the City, its successors, assigns, employees, contractors and agents from and against any legal or
administrative proceeding brought against the City; from all demands, claims, fines, penalties, or costs occasioned by
subsequent discovery of any pollution or hazardous substances or waste involving the Licensed Premises caused
by MetroPCS , whether known or unknown to the City, whether based in federal, state, or local environmental or other
laws; strict liability or common law; including those arising from continuing violations after MetroPCS's occupancy if
such violations can reasonably be determined to have been caused directly by MetroPCS, its employees, agents, vendors,
contractors, or any person or entity acting for on behalf of MetroPCS. These covenants by MetroPCS to indemnify, defend
and hold harmless the City, its successors, assigns, employees, contractors and agents shall extend to and include any
obligations of the City to perform remedial work ordered or recommended by any governmental or administrative
agencies in connection with a matter covered by this indemnity. MetroPCS shall be solely responsible for responding to
such governmental or administrative agencies claims relating to contamination of the Licensed Premises as may be
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direcly attributable to MetroPCS, it employees, agents, contractors, or any persons or entity acting for or on behalf of
MetroPCS during the term of this License Agreement, or any extension thereof, of after termination.
(c) Upon expiration or termination of this License agreement, MetroPCS shall, at its expense,
procure a Phase I environmental audit and if appropriate a Phase II environmental audit and investigation in accordance
with ASTM standards in the same manner as described in Section 17a above. Should the results of such studies and
tests reveal any environmental contamination of the Licensed Premises in amount and/or concentrations exceeding
acceptable levels as then established by applicable governmental authorities, MetroPCS shall pay all costs associated with
environmental remediation of such contamination exceeding the lowest limits established using the aforementioned
criteria if such contamination is found to be directly attributable to MetroPCS, its employees, agents, contractors, or any
persons or entity acting for or on behalf on MetroPCS during the term of or any extension of this License Agreement, or
after termination.
(d) MetroPCS agrees to provide the City within seven (7) days of execution by MetroPCS copies of
all registrations, reports, closure assessments and certifications of financial responsibility forms as may be required to
be submitted to the State Department of Environmental Protection, or its successors, pursuant to Rules of the Florida
Administrative Code.
(e) The City and MetroPCS mutually covenant and agree that during the term of this License
Agreement, or any extension thereto, to fully comply with all Federal, State and Local environmental laws and rules.
Each party agrees to hold harmless, defend and indemnify the other, along with their respective successors and/or
assigns, partners, affiliates, employees, contractors, agents, and all others acting for or on behalf of either party in any
manner or action that may reasonably be determined to be in violation of this provision, subject to any defense or
limitation available to the City pursuant to Section 768.28, Florida Statues.
18. Tests: MetroPCS 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 4. The
terms of Paragraph 12 (Liabilities and Indemnity) shall also apply.
19. Fixtures: The City covenants and agrees that no part of the improvements constructed, erected or
Placed by MetroPCS 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 of the City's real property, any and all provisions and principles of law to the
contrary notwithstanding. All improvements of every kind and nature constructed, erected or placed by MetroPCS on the
Licensed Premises shall be and remain the property of MetroPCS.
20. Assilmment and Sublettinl!:: Licensee may not assign, or otherwise transfer all or any part
of its interest in this License Agreement or in the Licensed Premises without the prior written consent of the
City; provided, however, that Licensee may assign its interest 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 License
Agreement as set forth in Paragraph 22. Licensor may assign this License Agreement upon written notice
to Licensee, subject to the assignee assuming all of Licensor's obligations herein, including but not limited
to, those set forth in Paragraph 22. Notwithstanding anything to the contrary contained in this License
Agreement, Licensee may assign, mortgage, pledge, hypothecate or otherwise transfer without consent its
interest in this License Agreement to any financing entity, or agent on behalf of any financing entity to
whom Licensee (i) has obligations for borrowed money or in respect of quaranties 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 quaranties
thereof.
21. Memorandum of License Al!reement: Following the execution of this License agreement,
either party, at its sole expense, shall be entitled to file a Memorandum of License Agreement of record in the public
records of Pine lias County, Florida.
22. Waiver of Licensor's Lein: Licensor waives any lien rights it may have concerning the
Communications Equipment which are deemed Licensee's personal property and not fixtures, and Licensee has the
right to remove the same at any time without Licensor's consent. Licensor acknowledges that Licensee has entered into a financing
arrangement including promissory notes and financial and security agreements for the financing of the Communications Equipment
(the "Collateral") with a third party financing entity (and may in the future enter into additional financing arrangements with other
financing entities). In connection therewith, Licensor (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.
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Other Conditions:
(a) The City acknowledges that following the execution of this License Agreement,
MetroPCS shall 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 ofthe Communications Equipment on the Licensed Premises. The City agrees to fully
cooperate with MetroPCS 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 Agreement 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 be withheld or delayed, and all such
determinations shall be made on a reasonable basis and in a reasonable manner.
(c) The City covenants with MetroPCS that it 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 Agreement or as it is 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) MetroPCS covenants and agrees that MetroPCS Communications Equipment and
installation,
operation and maintenance shall not irreparably damage the North Water Tank, its supporting structure, any accessory equipment
and facilities related thereto, nor its Licensed Premises; nor interfere with the operation and function thereof. Should it be determined
by the City at any time during the operation of this License Agreement that MetroPCS is in violation of any covenant given in this
provision, such violation shall be deemed to be a default by MetroPCS and shall be subject to remedy as provided in paragraph 14
hereof.
(e) MetroPCS shall comply with all applicable rules and regulations of the Federal
Communications Commissions and the ordinances of the City, including but not limited to the building and electrical codes of the
City.
(t) If any City facility existing within the Licensed Premises, and appurtenant to rights granted
herein to MetroPCS, is damaged for ay reason so as to render it substantially unusable for MetroPCS'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 damaged facility to its condition prior to such
damage. Provided, however, in the event the City fails to repair the damaged facility within the said ninety (90) day period,
MetroPCS or
the City shall have the right to terminate this License Agreement with no further obligations hereunder.
(g) During the term of this License Agreement, or any extensions thereof, the City may, as
provided in paragraph 2, grant a similar license to any other party so long as such grant would in no way interfere with MetroPCS's
use
of its Communications Equipment. In the event of any interference arising from the installation or operation of communications
equipment in or upon the Licensed Premises by any other party subsequent to the Commencement Date of this License Agreement,
the City shall take all steps reasonably necessary to correct and eliminate such interference within a reasonable period of time. Ifthe
City is unable to eliminate the interference within a reasonable period of time, the City shall be obligated to remove the
communication equipment of the other party from the License Premises. It is explicit to this provision that MetroPCS shall not
change
the frequency, power or character of its equipment which would foster or create such interference, without first obtaining the written
consent of the City and any other party properly licensed to use any portion of the premises or facilities of the North Water Tank,
which consent shall not otherwise be unreasonably withheld. It shall be deemed that an antennae centerline separation of twenty feet
(20') for antennae as hereinafter described shall be sufficient to meet the non-interference criteria of this paragraph.
(h) If the Licensed Premises are condemned or transferred in the lieu of condemnation,
MetroPCS may elect to terminate this License Agreement as of the date of the condemnation or transfer in lieu of condemnation by
giving notice to the City no more than forty-five (45) days following the date of such condemnation or transfer in lieu of
condemnation. If MetroPCS chooses not to terminate this License Agreement, Rent shall be reduced or abated in proportion to the
actual
reduction or abatement of use ofthe Licenses Premises.
(i) The City acknowledges that it, and not MetroPCS, shall be responsible for compliance with
all
tower marking and lighting requirements of the Federal Aviation Administration and the Federal Communications Commissions for
the Tower. However, MetroPCS acknowledges that it, and not the City, shall be responsible for compliance with all tower marking
and lighting requirements of the Federal Aviation Administration and the Federal Communications Commissions which are required
Market: Central Florida
Site Name: City of Clearwater - North
Site Number: TAM206A
as a direct result of MetroPCS's use and occupancy of the Tower. Each party shall hold the other harmless from any fines or other
liabilities
that are result of the defaulting party's failure to comply with its responsibilities. The non-defaulting party may terminate this
License Agreement as provided in paragraphs 13 and 14 if the responsible party fails to fulfill its obligations as stipulated herein.
24. Radon Gas Notification: as required by Section 404.056(8), Florida Statue, MetroPCS shall take notice of the
following:
RADON GAS: Radon gas is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities,
any 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 obtained from your county public
health unit.
25. Entire A2reement and Bindin2 Effect: This License Agreement and any attached exhibits signed or initialed by
the parties constitute the entire agreement between the City and MetroPCS. No prior written or prior contemporaneous or subsequent
oral promises or representations shall be binding. This License Agreement 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 Agreement. The provisions of this License Agreement shall be binding upon and inure to the benefit ofthe heirs,
executors, administrators, successors and assigns of the parties, but the provision shall in no way alter the restriction heron in
connection with assignment and subletting by MetroPCS.
26. Miscellaneous:
(a) If any provision of this License Agreement is invalid or unenforceable with respect to any
party, the remainder of this License 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 ofthis License Agreement shall not be valid and enforceable to the
fullest extent permitted by law.
(b) This License Agreement shall be governed by the laws of the State of Florida.
(c) Licensee may obtain title insurance on its interest in the Land. Licensor shall cooperate by
executing documentation required by the title insurance company.
(d) All Riders and Exhibits annexed hereto from material parts of this License Agreement.
(e) The license Agreement may be executed in duplicate counterparts, each of which shall be deemed an
original.
IN WITNESS WHEROF, the parties hereto have executed this License Agreement as ofthe date and year first above written.
Licensee:
Signed, sealed and delivered in
the presence of:
MetroPCS California/Florida, Inc., a
Delaware co p ation, d/b/a MetroPCS
ike C. Ward
Vice President and General Manager
~ 6.tK~
WITNESS
Print Name: S1even A. KeI1~'1
~ITNES~
Print Name: A(..~..... 7
c:~.
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Market:
Site Name:
Site Number:
Central Florida
City of Clearwater - North
T AM206A
State of Florida
County of Hills borough
Before ME, the undersigned, personally appeared Mike C. Ward of ,Metro PCS California / Florida, Inc. a Delaware
Corporation, whom being duly authorized by said corporation, executed the foregoing License Agreement and acknowledged the
execution thereof to be his free act and deed for the use and purposes herein set forth.
Witness my hand and seal thisJ:1!!:aay of November, 2005
e,--c ~
eM J t..t..$~
~"y'~"'~ Darin C. Miller
..~tf,..!Se. "
l:rA'~:~~Co~sion #00480481
\-rA~~i Expll'es: ocr. 11, 2009
....;C'"Qff\.o ~
"'II,,,,,,,,,, WWW.AARONNOTARY.com
[~allY Known
[ ]Provided Identification
Type ofIdentification Provided:
Market: Central Florida
Site Name: City of Clearwater - North
Site Number: T AM206A
Countersigned: CITY OF CLEARWATER, FLORIDA
-t~ )( #/~ By:~{lJ~~h ~~~.- ..JL
P'nrn'k V. Hibbard William B. Horne II
Mayor-Elect City Manager
Attest:
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.O' .'
STATE OF FLORIDA )
COUNTY OF PINELLAS )
f\. Th'i1 r:edoing instrument was acknowledged before me this jC! day of
/:tftJ~oQ.3, by FRANK V. HIBBARD, Mayor~ of the City of Clearwater, who is
personally known to me.
Jt'n~3,~;) r~,~ \l'/H:3nr:
\ Ccrr;ri1is~.;ir;J, .f/.
rint/Type Name:
Notary Public
~-:),:": . 1~1;' :~':'l~O~, '~~. i.f)n..:~ .I'~ ',' : 1,j
STATE OF FLORIDA )
COUNTY OF PINELLAS )
<<\.._ Th.e fp~~gl?ing ins]:ument was acknowledged before me this I q day of
_~LX>UV , 20.QS., by WILLIAM B. HORNE II, City Manager of the City of Clearwater,
who is personally known to me.
~~~ DenIM A. Wl180n
* . CommIIIlon #I D02i82U
\ \1.1 ExpIfII June 18. 2008
QI '1INIIII,.,'IIIl.-._ ...,.
rint/Type Name:
Notary Public
Market:
Site Name:
Site Number:
Central Florida
City of Clearwater - North
T AM206A
Exhibits
RE: LICENSE AGREEMENT dated ,200-, governing the utilization of property and facilities owned by
the CITY OF CLEARWATER, FLORIDA, a Florida Municipal Corporation, at 1780 Weston Drive, Clearwater, Florida, to
METROPCS CALIFORNIA/FLORlDA, INC., a Delaware corporation, d/b/a MetroPCS.
EXHIBIT "A": Approximate depiction of catwalk railing antennae installation.
EXHIBIT "B": Approximate depiction of equipment cabinets installation and cabling.
EXHIBIT "e": Legal Description of Parent Parcel & Licensee Premises.
( Note: Above described EXHIBITS to be attached to and a part of referenced License Agreement orior to its submission to the Clearwater City
Commission for approval and execution. Actual "as builts" to be provided later in accordance with License Agreement provisions.)
(Exhibits: Pages 11-13)
Market:
Site Name:
Site Number:
Central Florida
City of Clearwater - North
TAM206A
EXHIBIT A
APPROXIMATE DEPICTION OF CATWALK RAILING ANTENNAE INST ALLA TION
to the License Agreement dated ,200_, by and between the City of Clearwater, Florida, a
Florida Municipal corporation as Licensor, and MetroPCS California/Florida, Inc., a Delaware corporation, d/b/a
MetroPCS as Licensee.
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Market:
Site Name:
Site Number:
Central Florida
City of Clearwater - North
T AM206A
Exhibit B
APPROXIMATE DEPICTION OF EQUIPMENT CABINETS INSTALLATION AND CABLING
to the License Agreement dated , 200_, by and between the City of Clearwater, Florida, a Florida
Municipal Corporation as Licensor, and MetroPCS Califomia/Florida, Inc., a Delaware corporation, d/b/a MetroPCS as
Licensee.
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Site Name:
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EXHIBIT C
LEGAL DESCRIPTION OF PARENT PARCEL & LICENSEE PREMISES
(PER KCI TECHNOLOGIES SURVEY, JOB NUMBER l09041Y, AS REVISED 5/31/00)
to the License Agreement dated ,200_, by and between the City of Clearwater, Florida, a Florida
Municipal corporation as Licensor, and MetroPCS Califomia/Florida, Inc., a Delaware corporation as Licensee.
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