COMMUNICATIONS SITE SUBLICENSE AGREEMENT (TOWER)
Site Name' Number: City ofClearwate..' TA70XC027A
Market: South Florida
COMMUNICATIONS SITE SUBUCENSE AGREEMENT (TOWER)
This COMMUNICATIONS SITE SUBLICENSE AGREEMENT ("Agreement") is dated as of .fe,(J If:, , 200L, by
SprintCom, Inc., a Kansas corporation ("Sprint" or "Sublicensee") and M1A-COM, Inc., a Florida corporation, 17kIa M1A-C?M
Private Radio Systems, Inc., a Delaware corporation, 17kIa Com-Net Ericsson Critical Radio Systems, Inc., a Delaware corporatIOn,
("Sublicensor").
For One Dollar ($1.00) paid to Sublicensor, and other good and valuable consideration the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:
1. 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, commordy 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 DatelDue Diligence Period"), Sub licensor hereby grants a sublicense to Sprint and Sprint accepts said sublicense
from Sub licensor, for approximately three hundred seventy five (375) square feet of Land and space adjacent to and/or on the Tower
and all access and utility easements necessary or desirable therefore (collectively, "Premises") 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 lulv 1. 2002 ("Services Agreemenf'), 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
Sub licensor (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 DatelDue Dilmence 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"), Sprint 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 Sprint may deem necessary or desirable to determine
the physical condition, feasibility and suitability of the Premises. Upon Sprint's request, Sub licensor agrees to provide promptly to
Sprint 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 Sprint determines, during the Due
Diligence Period, that the Premises are not appropriate for Sprint's intended use, or if for any other reason, or no reason, Sprint
decides not to commence its License of the Premises, then Sprint 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. Sub licensor
and Sprint expressly acknowledge and agree that Sprint'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 Sprint 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 Sprint's license hereunder shall commence upon the start of construction of the Sublicensee Facilities (as
defined in Paragraph 6 below) or six (6) months following the Effective Date, whichever first occurs (''Term Commencement Date")
and shall. terminate on 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 ("Renewal Terms") on the same terms and
conditions as set forth herein and shall be irrevocable during the Initial 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 Sub licensor of its intention not to renew at least ninety (90) days prior to commencement of the succeeding
Renewal Term. Sub licensor 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
Revised 10/1512004
either event, Sublicensee's license shall terminate upon termination ofthe Services Agreement and Sublicensee shall have the right to
enter into a license or lease agreement for the Premises directly with Owner.
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 Sub licensor as rent one thousand nine hundred Dollars ($1,900.00) 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
Sub licensor at 7022 TPC Drive, Suite 500, Orlando, FL 32822; Attention: Danielle Marcella. 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
Sub licensor. Rent shall increase three percent (3%) 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, and Sublicensee shall have the ongoing right to perform such Investigations
and Tests as Sublicensee may deem necessary or desirable. Sub licensor agrees to cooperate with Sublicensee, at no out of pocket
expense to Sub licensor, 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 ofthe 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 Sub licensor 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 Sub licensor detailed plans
of its intended actions for Sublicensor's review and approval, which shall not be unreasonably conditioned or delayed. Sub licensor
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 Sub licensor does not provide such approval or request for changes within ten (10) business day period,
Sub licensor shall be deemed to have approved the plans. Sub licensor 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 Sub licensor or Owner, Sub licensor will use it's 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 Sub licensor 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 Sub licensor 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
Sub licensor twenty-four (24) hours a day, seven (7) days a week, at no charge, so long as Sublicensee notifies the MIA-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 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) Sub licensor 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. Sub licensor 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.
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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 Sub licensor, 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 Sub licensor, 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.
(b) Subsequent to the installation of the Sublicensee Facilities, Sub licensor 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 Sub licensor, if such
modifications cause interference with Sublicensee's operations. In the event interference occurs, Sub licensor 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 Sublicensees sole cost and expense, a radio frequency intermodulation analysis ("RF
Analysis:) to be submitted to Sub licensor 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 Site.
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, Sub licensor shall payor 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) Sub licensor 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) Sub licensor may, at its
discretion, request that Owner file a timely protest with the appropriate taxing authority., and consent to Sublicensee's intervention and
prosecution of the same (the cost of such appeal to be borne by the Sublicensee). Sub licensor 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) Sub licensor 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) Sub licensor acknowledges that Sublicensee has entered 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 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 (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
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Sublicensee if Sublicensee determines that the Premises are not appropriate for its operations for economic or technological reasons,
including, without limitation, signal interference; or (vi) by Sublicensee if the Sub licensor fails to deliver to Sublicensee an executed
memorandum of agreement or non-disturbance and attornment agreement pursuant to Paragraphs 19(9) and (h) below, or an executed
consent to sublicense pursuant to Paragraph l(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 Sub licensor 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, 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 Sub licensor with a certificate of insurance ("COI") evidencing the coverage required by this
Paragraph 12, or (ii) provide electronically to Sub licensor a uniform resource locator link to access Sublicensee's memorandum of
insurance web site in order for Sub licensor to review the coverage required by this Paragraph 12. Sub licensor, 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 00/1 00 Dollars ($1,000,000.00) per occurrence. Such insurance shall insure, on an occurrence basis,
against all liability of Sub licensor, it's 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. Sub licensor shall
provide a COI evidencing the coverage required by this Paragraph 12 within thirty (30) days following the Effective Date.
Alternatively, Sub licensor shall have the option of providing Sublicensee with evidence of such coverage electronically. In such event,
Sub licensor 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 Subrol!ation. Sub licensor 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. Sub licensor 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 Sub licensor 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. Liabilitv and Indemnitv.
(a) Sub licensor 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) Subliceflsor ami 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 thereform, arising out of this Agreement unless such claims are the result of the City's
negligence. This provision shall survive the termination of this Agreement. Further, for all claims described in this paragraph,
SublieeRsor and Sublicensee agrees to pay on behalf of the City, and to pay the cost of the City's legal defense, as may be selected by
Sublicensee, subject to approval by City, which approval shall not unreasonably be withheld, conditioned or delayed. Such payment
on behalf of the City shall be in addition to any and all other legal remedies available to the City shall not be considered to be the
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City'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 Sub licensor, 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, Sub licensor shall indemnify, defend and hold Sublicensee harmless from and against any Losses.
15. Assie:nment and Sublettine:. 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; provided, however, that Sublicensee 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 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. Sub licensor 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 ofthe 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. Ouiet Eniovment. Sub licensor 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) Sub licensor 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 Sub licensor from, and Sub licensor 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, Sub licensor 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 Sub licensor, from the ownership or control of, or operations in or about, the Property by Sub licensor 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.
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(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 Sub licensor's obligation, and that Sub licensor has paid or has become legally obligated to pay
the same, Sublicensee shall reimburse to Sub licensor 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.
(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 extent 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:
Sublicensee:
MIA COM, Inc.
Post Office Box 2000
Lynchburg, VA 24501
Attn: General Counsel
Phone: (434) 455-9462
With a copy to:
SprintlNextel Property Services
Mailstop KSOPHT0101-Z2650
6391 Sprint Parkway
Overland Park, KS 66251-2650
Phone: 800-357-7641
With a copy to:
MIA COM, Inc.
7022 TPC Drive, Suite 500
Orlando, FL 32822
Attn: Danielle Marcella
SprintlNextel Law Department
Mailstop KSOPHT0101-Z2020
6391 Sprint Parkway
Overland Park, Kansas 66251-2020
Attn: Real Estate Attorney
Sub licensor 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.
(t) This Agreement shall be governed by the laws of the State of Florida.
(g) Sub licensor 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.
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(h) In the event the Property is encumbered by a mortgage or deed of trust, Sub licensor 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.
(I) 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.
21. Marking: and Lig:hting: Requirements.
(a) Sub licensor 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:
MIA COM, Inc., a Florida corporation, f/k/a MIA COM Private
Radio Systems, Inc., a Delaware corporation, f/k/a Com-Net
::"'on Critk,l r;o'~ oo'pm,"on
Name: ~gel Bu..retier ? ~ .::r-~.s
SbP{)I;JKJi5
Title:
.'\ssistant ~~~r~ta.ry [), rJIIl I
t..//lt/f)1
, I
Date:
Tax I.D.:
65-0916944
Diverse Supplier:
DYes
DNo
Witnesses fo
Print Name:
Print Name:
C:\DOCUME-l \LAURA-l.LIP\LOCALS-l \Temp\mwtempd lc\ws5.tmp
SUBLICENSEE:
SprintCom, Inc., a Kansas corporation
By:
~
Name:
David Wong
Title:
Area Manager, Site Development
Date:
~/r/J]-
Print Name:
Print Name:
~\.tU ~c.oVO(
7
11/01/2006
SUBLICENSOR ACKNOWLEDGMENT
STATE OF F I /::Jr. ~.....
COUNTY OF IJ yo 4 "'? I'. Cv ('r J' A ~J' b t rl t.-lDr-
, {V" O/(!/A..-lt tJ'I)
On ~ -I (,.. '0,/ ' before me, ~ii14 ..J:: ~otary Public, personally appeared RO~~ nuul-llcr, Assistant Secretary,
for MIA-COM, Inc., a Florida corporation, f/k/a MIA-COM Private Radio Systems, Inc., a Delaware corporation, f/k/a Com-Net
Ericsson Critical Radio Systems, Inc., aDelaware 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.
~M::O{:~ .
ary Public
(SEAL)
DENNIS M. SCOTT, JR.
"::!'?"";;;'',;.'' NOTARY PUBLIC - STATE OF FLORIDA
; '\~~f!{ \ COMMISSION # 00260013
, \', ~:;:;;>.."1l~ '
~ \;,;;'i;JE~,,: EXPIRES 10/20/2007
l"f:~1" ~i."fJt-"''O''
";.'';' ,', .,' OED THRU 1-888-NOTARY1
-." ..~ BON
My commission expires:
SUBLICENSEE ACKNOWLEDGMENT
STATE OF FLORIDA
COUNTY OF ORAUGE ~\\U~
On ~, before me, N\C1.~C; G~ect. , Notary Public, personally appeared David Wong, for SprintCom Inc., , a
Kansas corporation, p-ersonally 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, orthe entity upon behalf of which the person acted, executed the instrument.
(SEAL)
My commission expires:
,~~~. N'lCholas Clive Glover
f.~4i"':i'..\ MYCOMMISSION# DD196184 EXPIRES
:, : - March 25, 2007
'~R' '; BONDED THRU TROY FAIN INSURANCf, INC.
, I..,
8
C :\DOCUME-I \LAURA-I,LIP\LOCALS-I \Temp\mwtempd I c\ws5, tmp
11/01/2006
..,.
EXHIBIT A
DESCRIPTION OF LAND
to the Agreement dated ,200_, by and between MIA-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 Sub licensor, and SprintCom, Inc., a Kansas corporation, as Sublicensee.
A COPY OF THE DEED WILL BE PRESENTED HERE OR ATTACHED HERETO
'r
This inBtrument prepared by,
~'b'JEt,
Departmeat ofT rtation
11201 North McKioIeyDrive
Tampa, Florida 33612-6456
Parcel No.:
ltem/Segm<<!tNo.:
Manqins District
Coonty:
State Jtoed:
271 (part)
2SS1l9 1
Seven
pineUas
SS9SA
Kat 1IUIUd!. CUlM( (lII COURT
PUEU.AS COUNTY Fl..OIRI)A
INITI' ........ ~ ..1n:N,.
OFF RE!C lilt: 15141 M: ,....,..
~Typr.D&DRlCONlIIIG; $27.00
QUITCLAIM DUD
MiDl:nI RiIID RaIc:rvod
TIllS INDENTURE, Made tlU r ~ day ~~ . 2006, by and between the STArn OF
FLORIDA by amd1hrough the STATE OF FLOllIDA DBP TRANSPORTA11ON, P8rty of1beFInlI Pet.
whose a.ddi:ea is 11201 North Malcolm MdCiDIey Drive, T&q18. Florida 33612-6456 to city of Clearwater, A Florida
MunicipalCorpocatioD orgamzed uodertbeJawB oftbe State ofFlorida, 112 OIceoIaAveooe. CIeIrwIter. F1odda33756
Panyofthe Second Part.
Wll'NESSJ:TB
WHI3.llHAS, said land hereinafter described wu heretofore acquired for state hiabwaY purposes; and
WHEllEAS, said land is no kmpr required ru _ purpoICl&. and the Party oftbe rlt1t Pan. by adioo of the
District Secretary, District Seven Florida Department ofTIBIIIpOJ181iOl1 011 d"t (~ , 2006, pur:lIUMl to the
prtMsimIaofSootion 337.25 Florida Statutes, bas aped to quitdaim the Jaiad henlinafter described to the Party of the
Second Put-
NOW'IHEREfO'RE, TInS INDENTURE WITNESSETH: That the Party of the FII'It Part.fuc and in
coosidera1ioo of the: sum 01'$1.00 IUId other valuable oonsideratlOl1t, rcc:cipt ud sufficieacy being hereby acknowltdpd,
does hereby remise, release and quitclaim unto the Party oftbe Second Part, and lIIIIigns, forever, all their rights. title and
interest .in all that certain land situated in PioeIIu County. Florida. viz;
(See Exhibit "A" attached hereto and IDIde . pert hereof)
TO HA VB AND TO HOID, the said prerrUes tad the appurteaIA(ie$ thcnofumo die Party oftbe Second Part.
ImSERVJNO UNTO THE PARTY OF nmFlRST PART IUlJCl ita succonon, an uodi\lided thn>>fourtblIiDIIRSt
in, and title in and to, an undivided ~fumtbs inter_ in all the pbospbate. minerals and metals that arc or may be iD,
on, or under the said Imd and aD undivided one-halfinterelt in all the petroleum that is or may be in, on, or under said
land with the privilege to mine and devdop the same on all lands wbcrein the Party of the Fan:t Part holds the requisite
im.... .
~
Jim POIter. Smior A,_
Ft Oe~ 0( r_llpOltIdon
R/WPnlpcny ~
1120 I N. Mct:.iIIky DriVC!
Tampe. Fl lJ6I2.G456
"r
Pared No.: 271 (put)
ItemlSoa;ment No.: 258119 1
Maoaain& District: Seven
County: PineI1as
IN WITNESS WHEREOF, the Stale ofilorida DepJrtmeot of Tnwportation has caused these presenu to be
signed in the name of the State ofFtorida Depar'tmedI ofTnaportalioo by its District Seerewy. DiIuiet Seven and its
_ to be hereunto affixed, atteated by ita Executive Secretary, on the date first above written.
STATE Of' FLOlUDA
," "\
Arms...1':............~ ~iJ::Ci4nON
... ~veS . DonaIdJ.SkdtM,~
PrilIt Name: Vj~h n ::J1le rlnL h. DiIrrict Seven Sec:retuy
~~7r'
=~'~ (Aih~: =ft<d
STAmOFFLO~
COUNTY Of'
The foregoing instrument was ldoowIedpd befure
by Donald J Skelton, P.E.. DisI:ria Secretary for Di
/i~Of
whoiJ
2006,
(Aftix Notary Seal)
Notary ~ in and for the County and State Jut aforesaid.
My Commission Expires:
,-L_
1If~'1II-
lJI'ID ..17._
--.-......~
...
.. <,.~-...
mIS 25811 ~l . STATE ROAD S9S~-:A~
PIN~LIAS COOHn
.....oose~nxON---.
S'ART OF EXI STING PARCEL 271
SECTION 15570-2603
,.
:,;', .;
part Of. Parcel 271, Florida Department of Transportation ?rojec:t _
Section 15570-2603, as per deed reoorded in Official ReCOrd Book 3977,
Paqe754 of the Public Records of ~1nella.s County, Florida, lying in
the Northwest 1/4 of the Southeast 1/4 of Section 22, Township 29
South, Range 15 East,' PinelIas ~untYI Florida; described as follows:
Commence alt the Northwest Corner of the Southeut 1/4 of Section 22,
TOWnship 29 South, Range 15 East, Pinella!! County, Floddal thence
along the east .. west centerline of said Section 22, S 89-11' 22" E,
165.00 feet to the Northwest Corner ot I?arcel 271 , Florida
Department of 'l'ransportiltion .Section 15570-2603, per deed recorded in
OffiCial Reoord B-ook 3877, Paqe 754 of the Public Records of Pinellas
_...E.~tlL.. Fl<?!:!.dal. ~he~-P'2.nt~~~~.,_al~..9.-!!~d_ .'!i!!S~__-_ !i~!~.. .C;~l)1:e_tl.in&t. _ __
S 89"U'22" E, 662.13 f..t; thEln08 S 13"42'32" W, 21.56 feet; thence
S 75"16'06" 10, 19.36 feet; thence N 98"45'23" w, 290.83 feet; thence
S BB"30'22" H, 140.04 feet; thence N 85"56115" W, 25.16 feet; thence
N' 77"$9'30" w, 2'8.40 feet; tb.n~. N 19-11'59" W, 42.71 feet; thence
S ao"j6'OO" W, 51.18 fe.t. to ill non-tangent curve; thence 135.26 feet
along the arc of said curve concave to the east, having aradiU8 of
85.98 feet, a central angle of 9'0.'07'52" and subtend&d by a chord
bearing .s 6-49'18" W, 121.74 feet; thence S 45"03'00" E, 139.28 fef!t;
to tnePOINTOF BEGINNING; thence N 33"16'09" E, 49.98 feet; thence
S41"14'36" 8, 65.17 feet 1 thence S 39"50'07" W, 88.62 feet: thence
1iI 50-"8'08" W, 52.95 teet; thence N 33"16'09" E, 49.9B .f~t to .the
PoINT OF BEGINNING.
. Containing 5485 square feet, IIlOre or le8S. .
-:;:,~_.p..l.,." ~l"f".... _...J
'ii!2. 6. (<1S """'l!If.....
EXHIBIT "A"
EXHIBIT B
DESCRIPTION OF PREMISES
to the Agreement dated ,200_, by and between MIA-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 SprintCom, Inc., a Kansas corporation, as Sublicensee.
The Premises are described andlor depicted as follows:
EQUIPMENT:
Number and type of Transmission Lines:
Six (6) 1 5/8"
Total number of Antennas:
Three (3)
Antenna type I model
EMS RR65-18-VDPL2-R
Location of Antennas on Tower:
RAD Center 118 ft.
Frequencies:
TX RX
1947.5 1867.5
1948.75 1868.75
1946.25 1866.25
1945 1865
1943.75 1863.75
1942.5 1862.5
A DRAWING OF THE PREMISES WILL BE PRESENTED HERE OR ATTACHED HERETO
..
,j ~'
.i::J."'.
~' '
, "
'<1
EXISTING GRAVEL
<1~~ ~ACCESS DRIVE
" ~' , EXISTING UTILITY
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: FENCE
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SUPPORTING TOWER
EXISTING EQUIPMENT
SHELTER
SHORE LINE
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DETAILED LEASE
PLAN
~ OWNER AND SPRINT MAY. AT SPRINT'S OPll,ON. REPLACE lHlS EXHIBIT WllHl OWNER INI11ALS:
AN EXHIBIT SETllNG FORlH THE LEGAL DESCRlPllON OF THE PROPERTY ON WHICH
THE SITE IS LOCATED AND/OR AN AS-BUILT DRAWING DEPICllNG lHE SITE. SPRINT INI11ALS:
DWG 2 OF :3
DATE:
DATE:
C 9/11/06 RE-ISSUED FOR REVIEW
B 6/6/06 RE-ISSUED FOR REVIEW
A 4/03/06 'ISSUED FOR REVIEW
REV, DATE
DESCRIPTION
eatI !II'IIlNTP....WAT
GWRLNlD P-. KMliAS 8251
A\VMIlis
.........,..1:.d
JOG ao\'o1\l ewe CENlftE IIIW
U1NGIOOD. P\. 32150
1D.: 4D7.aa.D231
FAX::4Q7.2ID.Q748
FL. cru.I aHB3
NOKIA
Connecting People
APPROX. SCALE
TAX MAP NO.:
222915254700000010
ZONING ClASS:
OS/R
JURISDICllCN:
CITY OF CLEARWATER
OWNERS NAME:
, CITY OF CLEARWATER
Sprint . >
,. z= 20'
LEASE EXHIBIT PLAN
NOKL'I NETWORK SERVICES
1107 lIAR8EUA PLAZA DRIVE
TAMPA, FL 3361 9
OFFICE PHONE: (813) 623-3000
FAX: (D 13) 623-3022
CATE:
12/16/06 SITE I.D. TA70XC027A
SITE ADDRESS:(CITY OF CLEARWATER TWR
1417 SOUTH MISSOURI AVE.
CLEARWA TER. FL 33756
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XI ?~.' ACCESS DRIVE EXISTING UTILITY I
POLE
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X BOUNDARY x
Lx-x-x_X-X-X-X-X-X-X-X-X_X ' -X-X-X-X-X-X~
LE -1 . 1
DETAILED LEASE PLAN
~ OWNER AND SPRINT t.lAY. AT SPRlN1'S OPllON, REPlACE lHlS EXHIBIT 'MlHl OWNER INIllAlS:
AN EXHIBIT SETTING FORlH lHE. LEGAL DESCRlPllON OF lHE PROPERTY ON 'MilCH SPRINT INIllALS'
lHE SllE IS LOCAlED AND/OR AN AS BUILT DRAYrlNG DEPICllNG 'THE SITE. .
DWG 1 OF 3
DATE:
DATE:
C 9/11/06 RE-ISSUED FOR REVIEW
8 6/6/0.6 RE-ISSUED FOR REVIEW
A 4/0.3/06 ISSUED FOR REVIEW
REV DATE
DESCRIPTION
TAX MAP No.:
222915254700000010 't~~
ZONINgS~: Sprint . ,
JURISDlCllON:
CITY OF CLEARWA lER ,...M ll'.OOl.' ='iu"
OWNERS NAME:
CITY OF CLEARWA lER
NOKIA
Connecting People
APPROX. SCALE
NTS .
LEASE EXHIBIT PLAN
.....,-pa....t.1I
300 CRO~ OAK c:ENTIlE CRM:
LCNOV<<lClO. FL .D75D
1EL:4n.2IO.tJa31
F'Al':..o7.2ao.a149
FL. COAl 2IUJ
NOKIA NETWORK SERIIlCES
1101 WARBEUA PlAZA DRIVE
TAllPA. Fl 33619
OffiCE PHONE: (81J) 623-JOOO
FAX: (813) 623-3022
DA~/16/06 SITE 1.0. TA70XC027A
SlIT ADDRESS: (CITY OF CLEARWATER TWR)
1417 SOUTH MISSOURI AVE.
CLEARWA TER. FL 33756
..J
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EXISTING DISH
ANTENNA
EXISTING ANTENNA
EXISTING ANTENNA
EXISTING ANTENNAS BEING
REMOVED AND DISCARDED BY
SPRINT
~ PROPOSED SPRINT ANTENNAS
@ 118' A.G.L (RAD CENTER)
TOWER ELEVATION
IiQlE;.. OWNER AND SPRINt MAY. AT SPRIN1'S OPTION. REPLACE lHlS EXHIBIT WllHl OWNER INITIALS:
AN EXHIBIT SETllNG FORlH lHE LEGAL DESCRIPTION OF lHE PROPERTY ON Wl-fICH
11HE SllE IS LOCAlEO AND/OR AN AS-8IJILT DRAWING DEPICTING lHE SilEo SPRINT INITIALS:
TAX MAP NO.:
222915254700000010 ~_
ZONINgS~: Sprint . ,
JURISDICTION:
CllY OF CLEARWAlER allEll~rDlr::=~l8U'
OWNERS NAME:
CITY OF CLEARWATER
AVSOIDtions
InaarpDrDt_d
300 CRO\'ltI O~IC
LONG
TE
, .
Fl..
NOKIA
Connecting People
NOKIA NElWORK SERvICES
I I 07 MARBELlA PLAZA ORIVE
TANPA, fL 33619
OFFICE PHONE: (B 13) 623-3000
FAX, (613) 623-3022
LE-2
DWG30F3
DAlE:
. DATE:
C 9/11/06 RE-ISSUED FOR REVIEW
8 6/6/06 RE-ISSUED FOR REVIEW
A 4/03/06 ISSUED FOR REVIEW
REV. DATE
DESCRIPTION
APPROX. SCALE
NTS
LEASE EXHIBIT PLAN
DA;i/16/06 SITE I.D. T A 70XC027 A
SllE ADDRESS:(CITY OF CLEARWATER TWR)
1417 SOUTH MISSOURI AVE.
CLEARWA TER. FL 33756
EXHIBIT C
to the Agreement dated ,200_, by and between MIA-COM, Inc., a Florida corporation, f/k/a MlA-
COM Private Radio Systems, Inc., a Delaware corporation, f/k/a Com-Net Ericsson Critical Radio Systems, Inc., a Delaware
corporation, as Sub licensor, and SprintCom, Inc., a Kansas corporation, as Sublicensee.
Site Number: TA70XC027
PREPARED BY AND WHEN
RECORDED RETURN TO:
Chris Lee
Nokia
1107 Marbella Plaza Drive
Tampa, FL33619
MEMORANDUM OF AGREEMENT
This MEMORANDUM OF AGREEMENT is entered into on this ,200_, by MIA-COM, Inc., a
Florida corporation, f/k/a MIA-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 SprintCom, Inc., a Kansas corporation, with an office at Sprint/Nextel Property Services, Mailstop KSOPHTOI0l-
Z2650, 6391 Sprint Parkway, Overland Park, KS 66251-2650 (hereinafter referred to as "Sprint" or "Sublicensee").
1. Sub licensor and Sprint entered into a Communications Site Sublicense Agreement ("Agreement") dated as of
, 200_, effective upon full execution of the parties ("Effective Date") for the purpose of Sprint 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 Sprint's License under the Agreement is for five (5) years commencing on ,200 ,
("Term Commencement Date"), and terminating on the fifth anniversary ofthe 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:
SUBLICENSEE:
MIA-COM, Inc., a Florida corporation, f/k/a MIA-COM
Private Radio Systems, Inc., a Delaware corporation, f/k/a
Com-Net Ericsson Critical Radio Systems, Inc., a
Delaware corporation
SprintCom, Inc.., a Kansas corporation
By:
EXHIBIT ONLY - DO NOT EXECUTE
By: EXHIBIT ONLY - DO NOT EXECUTE
Name:
Roger Boucher
Name: David Wong
Title:
Assistant Secretary
Title: Area Manager, Site Development
Date:
Witnesses for Roger Boucher:
Date:
Witnesses for David Wong:
Print Name:
Print Name:
Print Name:
Site Number: T A 70XC027
Print Name:
SUBLICENSOR ACKNOWLEDGMENT
STATE OF
COUNTY OF
On , before me, , Notary Public, personally appeared Roger Boucher, Assistant Secretary,
for MIA-COM, Inc., a Florida corporation, f/k/a MIA-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 seal.
(SEAL)
Notary Public
My commission expires:
SUBLICENSEE ACKNOWLEDGMENT
STATE OF FLORIDA
COUNTY OF ORANGE
On , before me, , Notary Public, personally appeared David Wong, Area Manager Site
Development for SprintCom, Inc., a Kansas 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.
(SEAL)
Notary Public
My commission expires:
EXHIBIT D
SERVICES AND ACCESS AGREEMENT
to the Agreement dated ,200_, by and between MIA-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 Sub licensor and SprintCom, Inc., a Kansas corporation, as Sublicensee.
THE SERVICES AND ACCESS AGREEMENT IS ATTACHED HERETO
~.
-
l
.. w..,....~ .. ..&........... .. .... ......-.."....t'
" CITY OF CLEARWATER, FLORIDA
Service & Access
Agreement
--r" - _w__
h/DD / EIKfrrNua A1koM
~'.. ~. -.... " - -_...- -. ... ".... ..-.,
. .
c
....~
(~
..L Ul)I.'\.J.-J, lJ.............l WAIoLl-.,...,........p
,. CITY OF CLEARWATER, FLORIDA.
.. -I'. -, -........-
SERVICE AND ACCESS AGREEMENT
BY AND BETWEEN
MlA-COM PRIVATE RADIO SYSTEMS, INC.
AND
CITY OF CLEARWATER, FLORIDA
Dated as of 1st of July, 2002
Company Proprietary and
Confldentill/
Service and Accus Agreement
. Page J
.I. \,A-V,J"'" ... ~'" ...--.-.. --.--...r
"CITY OF CLEARWATER, FLORIDA.
SERVICE AND ACCESS AGREEMENT
This SERVICE AND ACCESS AGREEMENT (UService Agreement") effective M..Qi
the 1st day of July. 2002, by and between MIA-COM PRIVATE RADIO SYSTEMS,
INC., a Delaware corporation (HMlA-COM") duly authorized to do business in the State
of Florida, and CITY OF CLEARWATER, FLORIDA, a Florida municipal
corporation (CITY OF CLEARWATER).
NOW THEREFORE, in consideration of the premIses and mutual covenants
hereinafter set forth and intending to be legally bound, the Parties hereto agree as
follows:
c'
( Company Proprietary and
Confukntilll
Servicl! and Access Agreement
Pagl! 2
,-., .. .....-.....-.....- '--" -'-"-',-,'~- .......---....--.--.--... ---_.~--"-- -- ".';'"+ ......
... ......,......- ... .--..-.. ---"'..,;-r
-"'"1r . -, -- - - .
r ,
CITY OF CLEARWATER, FWRlDA
I. INTERPRETATION
1.1 DEFINITIONS
In this Service Agreement. the following tenDs shall have the following respective meanings:
"Afftliate" means any other entity or person that, directly or indirectly through one or more
intermediaries, controls, is contrOlled by, or is under common control with. the specified entity
or person.
"CITY OF CLEARWATER", "CITY" or "City" means the City of Clearwater, Florida,
U.S.A., a municipal corporation in the State of Florida, U.S.A.
"Communications System" means the communications facilities, equipment and other
improvements described in Schedule A hereto, under System Description.
"MIA-COM" means MIA-COM Private Radio Systems. Inc., and any successors or assigns
thereto as permitted hereunder.
"Connectivity" means City of Clearwater leased or City owned telephone lines or fiber network
used to connect equipment to the Communications System.
( "Contract Documents" means this Service Agreement and all Schedules incorporated herein.
"Effective Date" means the effective date of this Service Agreement, which is the date set forth
in the opening paragraph hereof.
''Existing Contracts" means City of Clearwater contracts and agreements for hardware
maintenance. support services and construction as identified in Schedule B hereto.
"Existing System" means all of the assets comprising the existing CITY OF CLEARWATER
owned EDACS system but not including any FCC Licenses.
"HV AC" means Heating Ventilation and Air Conditioning.
"Upgrade" means all of the assets comprising the hardware and services associated with an
upgrade to the Existing EDACS System.
~'FCC" means the'Federal Communications Commission, or any other similar or successor
agency of the federal government administering the Communications Act.
~~
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''FCC Licenses" means the Licenses currently held by CITY OF CLEARWATER or issued in
the future to CITY OF ClEARWATER for use of spectrum at 800 MHz to provide radio
communications.
''Governmental Authority" means any nation or government, any state of other political
subdivision thereof, any municipal, local, city or county government. and any entity exercising
executive, legislative, judicial, regulatory or administration functions of or pertaining to
government.
"Initial Term" means the initial contract tenn as defined in Section 2.1.
"Parties" means the parties to this Service Agreement and "Party" means either one of them.
''Quarterly Payments" means the fees that CITY OF CLEARWATER agrees to pay four times
a year as set forth in Section 7.2 hereto.
''Secured Debt" means any obligations issued by MlA-COM, or its Affiliates, which are secured
in whole or in part by payments made by CITY OF CLEARWATER pursuant to this Service
Agreement.
''Servk:e Agreement" means this Service and Access Agreement and all Schedules hereto, as the
same may be amended and supplemented from time to time as provided herein.
''Term'' means the Initial Term and the Term Extension(s) as permitted in Section 2. if any.
"Third Party Tower Tenants" means eligible tower users to which M1A-COM, CITY OF
CLEARWATER, or third-parry Tower Owner provides equipment space on one or more of the
associated towers usually for a fee or other consideration.
~"()PSt' means Uninterruptible Power Supply.
1.2 OTHER DEFINITIONS
Other terms used in this Service Agreement shall have the respective meanings given such terms
herein.
1.3 SCHEDULES
The following is a list of the schedules attached to and incorporated into this Service Agreement
and deemed to be a pari of this Service Agreement (the "Schedules"):
Statement of Work: Schedule A contains M/A-COM's statement of work that includes the
following parts: Overview - an outline of project responsibilities; System Description - a
description of the current CITY OF CLEARW A TER system. crry OF CLEARWATER tower
sites information is also discussed in this document;
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Transition Plan - the transition plan that is suggested by MIA-COM;
Future Maintenance Plan - the maintenance plan that will be followed by MIA-COM; and
Determination of Service Levels - the service levels which MIA-COM agrees to perform.
Tower Agreement: Schedule D provides the tower use agreement
1.4 PARTIES' ADDRESSES
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All notices under this Service Agreement sball be in writing and shall be deemed to bave been
duly given upon being delivered personally or upon receipt if mailed by certified mail, return
receipt requested. Notices shall be sent to the representative's named below or any subsequent
representative for whom notice was provided pursuant to this section.
If to MIA-COM, to:
M/A-COM Private Radio Systems, Inc.
3315 Old Forest Road
Lynchburg, Virginia 24501
Fax: 434-385-2182
H to City of Clearwater, to:
City .MAnager
City of Clearwater
112 S. Osceola Ave
Clearwater, FI. 33756
Fax: 727-562-4052
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1.5 ORDER OF PRECEDENCE
In the event of a conflict between the terms and conditions of any of the Contract Documents, the
controlling terms and conditions shall be, in descending order or precedence, those of:
. The Service Agreement.
. The Statement or Work.
1.6 TIME
In this Service Agreement. unless otherwise specifically stated in the context of the computation
of a period of time from a specified date to a later specified date, the word "from" means "from
and including" and the words "to" and "until" each mean "to but excluding."
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II. TERM
2.1 INITIAL TERM
The Tenn shall begin on the Effective Date and shall terminate at the end of the CITY OF
CLEARWATER'S fiscal year. 20 years after the Effective Date. unless extended in accordance
with Section 2.2.
2.2 TERM EXTENSION
The Term of this Service Agreement may be extended by one (1) additional term of five (5) years
beyond the Initial Term on such tenns and conditions to which the Parties mutually agree. CITY
OF CLEARWATER shall notify MlA-COM whether it intends to extend this Service Agreement
at least one year prior to the end of the Term.
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3.1 PROVISION OF SERVICES
In consideration for the fees and charges as set forth in Section 7.0 hereto, subject to the
limitations, qualifications and exclusions set forth in this Service Agreement (including the
Schedules), MIA-COM shall use its best efforts to provide the following products and services
which shall be referred to jointly as the Services:
. access to the Communications System
. the products and services provided herein, including all schedules
3.2 SERVICE LEVELS
MIA-COM shall ensure that its performance of the Services will meet or exceed the applicable
Service Levels to be determined in accordance with the procedures set forth in Schedule A hereto.
3.3 EXISTING CITY OF CLEARWATER CONTRACTS
'ned, CITY OF CLEARWATER shall assign to MlA-COM the Existing
3.4 OPERATION
A. 'The Communications System shall at all times be operated in accordance with all
appropriate rules and regulations, and in such a manner as not to cause
interference, of any kind, with present transmissions of radio or television
broadcasts in the area of the sites, or the transmission or reception of radio,
television, microwave and other communication signals as conducted on the
Effective Date of this Service Agreement by existing tower users of CITY OF
CLEARWATER. MIA-COM shall not violate or subject the CITY OF
CLEARWATER to any violation of any federal state or local law currently in
effect or promulgated including, but not limited to, laws, rules or regulations
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pertaining to electromagnetic radiation communications or telecommunications.
If the operations conducted by MIA-COM under this Service Agreement shall at
any time cause any such interference or violation of law, MIA-COM shall
immediately, 8l M1A-COM's own expense. take all steps necessary to remedy such
situation and/or eliminate such interference and will hold the CITY OF
CLEARWATER harmless from any such abridgement
B. CITY OF CLEARWATER. will attempt to mitigate and use its best efforts to
manage the resolution of any matter relating to interference with CITY OF
ClEARWATER. tnJI,,~mi~sion or reception of signals. or damages or related costs
arising therefrom caused by others. MIA-COM shall provide CITY OF
CLEAR WATER all necessary technical assistance in identifying the source of
such interference and recommendations as to how to resolve such interference.
C. MIA-COM shall maintain the Communications System in accordance with the
plan described in Schedule A hereto and in accordance with all applicable laws,
including the Communications Act, as amended. and FCC rules and regulations.
3.5 M/A.JOM ANB.SUBCONTRACTOR PERSONNEL
'. ''i~ .
A. W A-COM shall designate a person to whom ~ communications from cqY OF'.
CLEARWATER may be addressed and who has the authority to act for"
MIA-COM in connection with all aspects of this Service Agreement (the...
'rA-COM Manager"). MlA-COM may replace the M1A-COM Manager at any
mne during the Term, upon 30 days prior written notice to CITY OF ..
\ CLEARWATER. In the event of such replacement, a resume of th~ replacement
Fson will be pro"lided to CITY OF CLEARWATER for appro-Xal. which will not.t
.~ unreasonably withheld. .~
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\ B. MIA-COW ~all. 8l all times. employ qualified and sufficient personnel for
. completing work in the manner and time required. :1
C. ~ OF CLEARWATER sball ha~ the right to review and approve or reject any
subcontractor utilized by MIA-COM in the maintenance of or any subsequent
construction or upgrade to the Communications System. which approval shall not
be unreasonably withheld.
D. CITY OF CLEARWATER retains the option to require the removal from the
Cit:Y,~ s ~ of any employee, subcontractor or other person the CITY OF
CLEARw A TER deems inappropriate for any reason whatsoever.
3.6 SOFTWARE ENHANCEMENTS
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CITY OF CLEARWATER, FWRIDA
April, 2002
All software upgrades will not cause any obsolescence or degradation of any equipment. service
or usability of the CITY OF CLEARWATER assets or equipment being used. Otherwise. all
upgrades will be backwards compliant as not to degrade or make equipment obsolete. MIA-COM
has the right to not implement that part of an upgrade if the software upgrades include new
features and functionality that is not supported by the City's existing equipment. or causes
obsolescence or degradation to the City's existing equipment. The CITY OF CLEARWATER
may at its option and expense, choose to replace equipment to support any new features and
functionality if so desired.
.7 HARDWARE ENHANCEMENTS AND REPLACEMENT
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4.1 PAYMENTS TO MIA-COM
4.2 OPERATIONAL PLANS
CITY OF CLEARWATER sball cooperate with M1A-COM in the implementation of all project
and operational changes and. where the change requires CITY OF CLEARWATER agreement,
consent or approval, such agreement, consent or approval shall be in writing and shall nol be
unreasonably withheld.
4.3 TOWER AND SITE FACIUTIES
A.
Existing Tower and Site Fadlities Equipment: The City agrees to provide to
MIA-COM under Schedule D free and unfettered access to and use of the
communications towers and the site facilities equipment (shelters and generators)
identified and further . in Schedule A twenty-four (24) hours per day,
seven (7) days per w
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MIA-COM will have the ability to market and share revenues received from these
sites. per provisions of Sections 8.3 and 8.4 herein. for a period of not more than
the term of this Service Agreement
During the term of tl!e Service Agreement, the City will use its best efforts to:
(1) Maintain all underlying ground or other instruments necessary to
operate and market the towers;
(2) Make modifications to the ground leases as the City determines is
necessary;
(3) Execute any reasonable instruments necessary to support the
Service Agreement including assignment agreements as the City
deems necessary, certificates of estoppel, etc.;
(4) Have underlying paOJkllY owners maintain a zero rental or nominal
lease rate;
4.4 ACCESS TO SITES
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CITY OF ClEARWATER shall provide. at no cost, access for MI A-COM to all lands. buildings
or structures (including. without limitation. towers) owned. leased or controlled by CITY OF
CLEARWATER as may be ~ssary for MlA-COM to fulfill its obligations pursuant to this
Service Agreement and in compliance with existing leaseholders interests Necessity is to be
determined by the CITY OF ClEARWATER.
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4.5 CITY OF CLEARWATER SYSTEM MANAGER
CITY OF CLEARWATER shall designate a contact person ("CITY OF CLEARW A 'fER System
Manager") who shall be the primary interface with MI A-COM. CITY OF CLEARW A TER may
designate a new System Manager at any time during the Term upon providing MIA-COM with
30 days prior written notice.
4.6 COMMUNICATIONS SYSTEM USE PLANNING
During the TeIID of this Serv1ce Agreement, CI1Y OF CLEARWATER shall notify MIA-COM
of any CITY OF CLEARWATER sponsored or mandated activities, changes, plans or events
that may affect the operations of the Communications System.
4.7 USE OF FACIliTIES AND SUPPORT SERVICES
CITY OF CLEARW A 'fER shall, at no charge to MIA-COM:
A. Provide access to and use of the facility locations described in Schedule A, 24
hours a day, seven days a week
B. M/ A-COM shall comply with all policies and procedures governing access to and
use of CITY OF ClEARWATER facilities.
C.
CITY OF CLEARW A TER shall maintain the required connectivity, as set forth
in Schedule A, in good operating condition.
~8REGULATORYAPPROVALS
CITY OF CLEARWATER and M1A-COM shall cooperate to obtain all regulatory licenses,
consents and approvals reasonably necessary for the ownership and operation of the
Communications System. CITY OF CLEARW A TER shall pay all charges, fees and taxes in
regard to obtaining such licenses, consents and approvals.
In addition, CITY OF:"CLEARWATER and MIA-COM shall cooperate in obtaining the use of
needed sites including, but not limited to, all zoning and land use permits relating to the
Communications System.
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4.9 CITY OF CLEARWATER DISCWSURE RESPONSIBIliTIES
CITY OF CLEARWATER shall make available to the extent and manner allowed by ~ 119.01.
Florida StatuteS. all financial records and other data or infonnation to MIA-COM as related to the
tenDS of this agreement and beyond the scope of this agreement only if needed to satisfy SEe
compliance.
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Public-Private Partnership
CITY OF CLEARWATER, FWRlDA
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v. REPRESENTATIONS
5.1 MIA-COM REPRESENTATIONS
MIA-COM represents and warrants to CITY OF CLEARWATER that:
A. Orpni7..ation: MJA-COM is a corporation duly organized. validly existing and
in good standing under the laws of the jurisdiction of its incorporation.
MlA-COM is duly registered as a foreign corporation in the State of Florida, is
authorized to do business in the State of Rorida, and is in good standing in said
state.
B. Authority: MIA-COM bas full power and authority to enter into this Service
Agreement to consummate the transactions contemplated hereby. Tbe execution,
delivery and pcrfnrmance by MlA-COM of this Service Agreement have been duly
authorized by all requisite corporate action. This Service Agreement has been
duly executed and delivered by M1A-COM, and constitutes a valid and binding
obligation of MIA-COM, enforceable in accordance with its terms, except as such
enforceability may be limited by bankruptcy, insolvency, reorganization or similar
laws affecting creditors' rights generally or by general equitable principles.
c.
No Violation: To the best of MlA-COM's knowledge and belief, neither the
entering into of this agreement nor the consummation of the transaction
contemplated hereby will constitute or result in a violation or breach by
M1A-COM of any judgment, order, writ, injunction or decree issued against or
imposed upon it, or will result in a violation of any applicable law, order, rule or
regulation of any Governmental Authority.
D. Utiptior1: To the best of MlA-COM's knowledge and belief. there is no pending
or threatened litigation which if adversely decided to MIA-COM would have a
materia.lly adverse effect upon MlA-COM's ability to meet its obligations pursuant
to this Service Agreement.
5.2 CITY OF CLEARWATER REPRESENTATIONS
cITY OF CLEAR WATER represents and warrants to MIA-COM that:
A. Orpni7.8tion: CITY OF ClEARWATER is a City duly organized within the
S~~ of .Rorida.
B.
Authority: CITY OF ClEARWATER bas full power and authority to enter into
this Service Agreement to consummate the transactions contemplated hereby. The
execution, delivery and perfar:mance by CITY OF ClEARW A TER of this Service
Agreement have been duly authorized by all requisite City action. This Service
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CITY OF CLEARWATER, FWRlDA
Agreement has been duly executed and delivered by CITY OF o...EARW A TER
and constitutes a valid and binding obligation of CITY OF CLEARW A lER,
enforceable in accordance with its tenDS.
C. No Violation: To the best of the CITY OF CLEARWATER's knowledge and
belief, neither the entering into of this agreement nor the consummation of the
transaction contemplated hereby will constitute or result in a violation or breach
by CITY OF ClEARWATER of any judgment, order, writ. injunction or decree
issued against or imposed upon it, or will result in a violation of any applicable
law, order, rule or regulation of any Governmental Authority.
D. Litigation: To the best of the CITY OF CLEARWATER's knowledge and belief,
there is no pending or threatened litigation which if adversely decided to CITY OF
CLEARW A TER would have a materially adverse effect upon CITY OF
CLEARWATER ability to meet its obligations pursuant to this Service
Agreement.
E. ~ System: The Existing System is in good operating condition with no
. tenance problems.
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VI. MEETINGS, REPORTING AND RECORDS
6.1 MEETINGS
Within 30 days following the Effective Date, the Panies will mutually detennine an appropriate
set of periodic meetings to be held between CITY OF CLEARWATER and MIA-COM. At a
minimum. these meetings will be quartedy maintenance, perfonnance reviews and management
meeting to review MlA-COM's current Service Levels, operating parameters and such other
matters as appIopIiate. All meetings will have a published agenda prepared by MIA-COM issued
sufficiently in advance of the meeting to allow meeting participants a reasonable opportunity to
prepare for the meeting.
6.2 REPORTING
The Parties will mutually determine an appropriate set of periodic repons to be issued by
MlA-COM to CITY OF CLEARWATER. At a minimum, the following reports shall be provided
on a quarterly basis:
A. CITY OF CLEARWATER System usage;
B. Service request and resolution;
C. Correcti ve maintenance;
D. System outage report;
E. Service Level performance; and
F. Third Party Tower and Site Facility utilization.
6.3 RECORDS
A. MlA-COM shall maintain books. records and other compilations of data penaining
to the requirements of this Service Agreement to the extent and in such detail as
shall substantiate claims for payment under this Service Agreement. All such
records shall be kept for a period of five years or for such longer period as is
specified herein. If any litigation, claim, negotiation, audit or other action
involving the records is commenced prior to the expiration of the applicable
retention period, all records shall be retained until completion of the action and
resolution of all issues resulting therefrom. or until the end of the applicable
retention period, whichever is later.
B. M/ A-COM shall make available all financial records and other data and
information kept pursuant to paragraph A of this Section, 6.3, or as otherwise
neeOed by the Cl1Y OF CLEARWATER as re1aled to the terms of this agreemenL
C. This provision shall survive the expiration or earlier termination of this Service
AgreemenL
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Vll. CHARGES AND EXPENSES
7.1 QUARTERLY PAYMENTS
7.2 SYSTEM ENHANCEMENTS AND USER GEAR TRANSFER
7.3 TOWER AND MAINTENANCE
MIA-COM shall have the sole marketing rights of the two CITY owned towers and associated
tower site facilities equipment as more fully described and subject to the limitations set forth in
Schedules A and D. During the term of tile agreement, MlA-COM shall be responsible for tower
maintenance and ,any enhancements or improvements made to the towers and associated site
equipment if needed.
7.4 EVENT OF NON-APPROPRIATION
The CITY shall provide in its budget request that it submits each year a line item providing for
Quarterly Payments which shall become due in the next succeeding Fiscal Year. This Service
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Agreement shall automatically terminate at the end of then current Fiscal Year if a final budget
is not approved in accordance with Florida law that appropriates sufficient funds for the line item
providing for the Quarterly Payments for the succeeding Fiscal Year. Such action shall constitute
an Event of Non- Appropriation. Upon the occurrence of an Event of Non-Appropriation, the
will not be obligated to make the Quarterly Payments beyond the then current Fiscal Year,
CITY must deliver notice of the Event of Non-Appropriatiqn.:
A-COM and its assigns within at least thiny business days thereof. Under no circumstan'
· the failure of the CITY to appropriate monies to make Quarterly Payments constit .
vent of Default by the City hereunder or require pa~t of a penalty; provided. however,
e City, at MlA-COM's request, shall promptly transfer ownership of all CQmmunieati s
System backbone equipment including, without limitation, the Radio System Infrastructure .
E' Schedule A to MlA-COM and continue to provide to MIA-COM free and unfettered &CiS
and use of the towers and site facilities so thatMlA-COM may continue to market the tow ,
e then existing lbird Party Tower TenSllts or add additional or different Third Party T
Tenant.~ as well as maintain and use MlA-COM's equipment on or about the towers for the
aining period of the initial 20 year term. .: 'j
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the event of any terminal'on. MIA-COM shall continue to full . , onn its maintenance
rvice obligations under the Service Agreement so long as the ~ontinues to payamou
equivalent to the QuaI1erly Payments.
~ TA.XES . . ,. .' '\ ~ :, {~
~axes imposed by any taxing authority relating to the S~_be .~;responsibi1i f.
A-C~. CITY OF fLEAR\lATBR. shall cooperate wit! M1A-COM in attempting to 0
any podtble exemptions from tales or reduction in such taxes.
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vm. REVENUE SHARING
8.1 MARKETING RIGHTS
M/ A-COM shall ha"e the sole right to market the tower and site facility space of the
tommunications System to eligible Third-Party Tenants, which must be approved in writing in
advance by the CITY OF CLEARW A 'fER, such approval not to be unreasonably withheld, TIle
'CITY OF CLEARWATER shall be allowed to occupy space at no fee charged to the ern' OF
CLEARWAlER and upon notice to M/ A-COM and MI A-COM's approval of available spac,e,
Such approval shall not be unreasonably withheld. ".
8.2 THIRD-PARTY LEASE NEGOTIATIONS AND REPORTING
,
I
~A-COM shall have the sole right to negotiate all future leases for all Third-Party Tower
Tenants, which must be approved in writing in advance by the CITY OF CLEARW A TER, such
. approval not to be unreasonably withbeJd. On a quancrly basis, MIA-COM will supply CITY Of
lClEARW A TER with a summary of all current leases by Third-Patty Tower and Tenants. The
~ummary will be in electronic format and will include the Lessee's name, lease expiration date.
lease amount, etc. As requested by CITY OF CLEARWATER, MIA-COM will provide copies
of individual leases.
,
8.3 THIRD PARTY TOWER TENANTS REVENUE
8.4 PAYMENT TERMS
8.5 SURVIVAL OF REVENUE SHARING
As appropriate. the provisions of Article 8 and associated provisions of Articles 3 and 10 may
survive termination of this Service Agreement if this agreement is extended.
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CITY OF CLEARWATER, FWRlDA
IX. DISPUTE RESOLUTION AND END OF TERM
OPTION
9.1 RESOLUTION OF DISPUTES
Should any disputes arise with respect to this Service Agreement, MIA-COM and CITY OF
CLEARW A 'fER agree to act immediately to resolve any such disputes. Time is of the essence
in the resolution of disputes.
Continuing Responsibilities: The Parties agree that, existence of the dispute
notwithstanding, they will continue without delay to carry out all their
responsibilities under this Service Agreement that are not affected by the dispute.
Should either Party fail to continue to perform its responsibilities under this
Service Agreement in the accomplishment of all non-disputed work. any
additional costs incurred as a result of such failure to proceed shall be borne by
that Party.
9.2 END OF TERM OPTIONS
Following the end of the Initial Tenn. or any Extended Term CITY OF ClEARWATER shall
have the right to:
A. Extend the Term of this Service Agreement pursuant to Section 2.2 hereof upon
additional, mutually agreeable termS and conditions. if any; or
. B. Not renew the Term of this Service Agreement, in which event neither Party shall
have any further obligation to the other Party except that the CITY OF
CLEARW A TER shall extend services to Third Party Tower Tenants.
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x. DEFAULTS AND REMEDIES
10.1 CITY OF CLEARWATER EVENTS OF DEFAULT
CITY OF CLEARWATER shall be in default hereunder if any of the following events ("CITY
OF CLEAR WATER Event of Default") shall occur:
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10.2 MIA-COM EVENTS OF DEFAULT
M/A-COM shall be in default hereunder if any of the following events CUM/A-COM Event of
Default") shall occur:
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10.3 REMEDIES
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No delay or 0
shall impair
an acquiescen
from time to .
Upon the ~~ce of an Event of Default. the non-defaulting Party may either at law or in
equity, by suit. .on, mandamus or other proceeding in any court of com~~~ . . f
protect and enfop:e anyand all ..Q8hts under the laws of the State of Aorida, or granted- .
contained in this Se':iE:.AgreeDient. and 11\Iy enforce anq cbmpel the performan~
and obligations fJ9~bY tlUs Service ~ent to ~onned by the defau
10.4 WAl"~ ~F DEFAULt . '
. sion of by either Party to exercise any right or power accruing upon any default
such right or power or shall be construed to be a waiver of any such default. or I
erein; and every power and remedy given by Section 10.3 may be exercised I
and as often as may be deemed expedient.
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Public-Private Partnership
CITY OF CLEARWATER, FLORIDA
April, 2002
XI. OTHER PROVISIONS
11.1 SOFTWARE UCENSE
MIA-COM grants to CITY OF CLEARWATER a non-transferable, nonexclusive, license to use
the software necessary to operate the Communications System. CITY OF CLEARWATER agrees
not to provide or otherwise ~ available any licensed program or portion thereof to any third
party and to hold such materials in confidence using a strict degree of care to protect the licensed
program from unauthorized disclosure.
CITY OF CLEARWATER may make copies of each licensed program provided in machine-
readable fonn as necessary for use and for archival purposes. CITY OF CLEARWATER may
make copies of any written materials, such as manuals, diagrams or other documentation, for its
own internal use.
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11.2 FORCE MAJEURE
M1A-COM shall not be.liable for delays in delivery or failure to perform due directly or indirectly
to: (1) causes beyond MlA-COM's reasonable control, (2) Acts of God. acts (including failure to
act) of any governmental authority (de jure or de facto), wars (declared or undeclared), riots,
revolutions, strikes or other labor disputes, fires. floods. sabotage, nuclear incidents, earthquakes,
storms, epidemics, (3) MlA-COM's inability to timely obtain necessary materials, items,
components or services from suppliers who are affected by the foregoing circumstances, or (4)
the failure of CITY OF CLEARWATER to perform its obligations hereunder in a timely manner.
The foregoing shall apply even though any of such causes exists at the time of signing of the
Service Agreement by MIA-COM or occurs after delays in M/A-COM's perfolll18Dce of its
obligations due to other reasons.
In the event of any delay or failure excused by this Section MI A-COM shall as soon as practical
notify CITY OF 'CLEARWATER. and shall at the same time. or at the earliest practical date after
such notice, specify the revised delivery and performance dates. In the event of such delay, the
time of perfonnance shall be extended for a reasonable time period to compensate for the time
lost by CITY OF CLEARWATER by reason of delay.
11.3 INSURANCE AND RISK OF WSS
A. HOLD HARMLESS
M1A-CO~..agrees to hold the City, its elected officials. employees, and agents
harmless against all fines. penalties, and 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 a result of the City's negligence.
This provision shall survive the termination of this Agreement.
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Public-Private Partnership
CITY OF CLEARWATER, FLORIDA
April, 2002
C. LOSSCONTROUSAFETY
Precaution shall be exercised at all times by MIA-COM for the protection of all
persons, including employees, and property. MIA-COM shall be expected to comply
with all laws, regulations or ordinances related to safety and health and shall make
special effort to detect hazardous conditions and shall take prompt action where loss
control/safety measures should reasonably be expected.
The City may order work to be stopped if conditions exist that present immediate
danger to persons or property. M/A-COM acknowledges that such stoppage will not
shift responsibility for any damages from MIA-COM to the City.
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D. BASIC COVERAGES REQUIRED
MlA-COM shall procure and maintain the following described insurance, except for
coverage specifically waived by the City, on policies and with insurers acceptable to
the City.
These insurance requirements shall not limit the liabilit)' of MIA-COM. The City
does not represent these types or amounts of insurance to be sufficient or adequate
to protect MlA-COM's interests or liabilities, but are merely minimums.
Such coverages shall protect MiA-COM from claims for damages for personal injury,
including accidental death, as well as any party directly or indirectly employed by
MIA-COM.
Except for workers compensation and professional liability, MlA-COM's insurance
policies shall be endorsed to name the City as an additional insured to the extent of
the City's interests arising from this Agreement.
Except for workers compensation. MlA-COM waives its right of recovery against the
City, t6the extent permitted by its insurance policies.
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MlA-COM's deductibleslself-insured retentions shall be disclosed to the City and
may be disapproved by the City. They shall be reduced or eliminated at the option of
the City. MIA-COM is responsible for the amount of any deductible or self-insured
retention.
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CITY OF CLEARWATER, FWRIDA
April, 2002
~urance required of MlA-COM or any other insurance of MlA-COM shall,
considered primary but only to the extent of the negligence of MIA-COM ~
'~, of services under this contract. and insurance of the City sbaU be-con .
tlt~ss, as may be appliEable to claims which arise out of the Hold .Id"
Payment on Behall of City, Insurance, Certificates of Insurance and any Additi
Insurance provisi~s of this Agreement. Where no specific limit of coverage is
mentioned in this Agreement, the minimum limit of insurance coverage required by
the City shall be Sl,OOO,OOO.
E. Workers Compensation Coverage
MIA-COM sball purchase and maintain statutory workers compensation insurance
for all workers compensation obligations imposed by state law and employers
liability limits of at least $100,000 each accident and S 1 00,000 each
employeel$500,OOO policy limit for disease.
MIA-COM shall also purchase any other coverage required by law for the benefit of
employees.
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F. General, Automobile, And Excess Or Umbrella Liability Coverage
MI A-COM shall purchase and maintain coverage on forms no more restrictive than
the latest editions of the Commercial General Uability and Business Auto policies
of the Insurance Services Office.
Minimum limits of $1,000,000 per occwrence for all liability must be provided, with
excess or umbrella insurance making up the difference, if any, between the policy
limits of underlying policies and the total amount of coverage required.
G. Commercial General Liability Coverage. Occurrence Form Required
Coverage A shall include bodily injury and property damage liability for premises,
operations, products and completed operations, independent contractors. contraCtual
liability covering this Agreement, broad fonn property damage, and property damage
resulting from explosion, collapse or underground (x, c, u) exposures.
Coverage.B shall include personal injury.
Coverage C, medical payments, is not required.
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MIA-COM is required to continue to purchase products and completed operations
coverase, at least to satisfy this Agreement, for a minimum of three years beyond the
City's acceptance of any renovation or constIUction projects.
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Public-Private Partnership
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April, 2002
Minimum limits of $1,000,000 per occurrence for all liability must be provided, with
excess or umbrella insurance making up the difference, if any, between the policy
limits of underlying policies and the total amount of coverage required.
H. Business Auto Liability Coverage
Business Auto Liability coverage is to include bodily injury and property damage
arising out of ownership, maintenance or use of any auto, including owned, non-
owned and hired automobiles and employee non-ownership use.
I. Excess Or Umbrella Liability Coverage
Umbrella Liability insurance is preferred, but an Excess Liability equivalent may be
allowed. Whichever type of coverage is provided, it shall not be more restrictive than
the underlying insurance policy coverage. Excess or Umbrella Liability insurance
shall include bodily injury and property damage coverage.
MIA-COM shall purchase and maintain Excess or Umbrella Liability coverage over
and above its other liability coverage in the amo~nt of $2,000,000.
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J. Property Coverage for Tower
MIA-COM has the option but not the obligation to purchase and maintain for the life
of the Agreement, all risk/special perils (including sinkhole) property insurance (or
its equivalent) to cover loss resulting from damage to or destruction of the tower, and
its improvements, and any attached personal property or contenlS. The policy shall
cover 100% replacement COSt, and shall include an agreed value endorsement to
waive coinsurance. The City shall be named as an additional insured.
K. Professional LiabilitylMalpracticelErrors or Omissions Insurance
H coverage is available in the insurance market, MIA-COM shall purchase and
maintain professional liability or malpractice or errors or omissions insurance
commensurate with the type of professional services, if any, to be rendered to the
City with minimum limits of $1,000,000 per occurrence.
If claims made form of coverage is provided, the retroactive date. of coverage shall
be no later than the inception date of claims made coverage, unless the prior policy
was extended indefinitely to cover prior acts.
Coverage shall be extended beyond the policy year either by a supplemental extended
reporting period (ERP) of as great duration as available, and with no less coverage
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April, 2002
and with reinstated aggregate limits, or by requiring that any new policy provide a
retroaCtive date no later than the inception date of claims made coverage.
L. EVIDENCFJCERTIFICATES OF INSURANCE
Required insurance shall be documented in Certificates of Insurance that provide that
the City shall be notified at least 30 days in advance of cancellation, non-renewal or
adverse change.
New Certificates of Insmance are to be provided to the City at least 15 days prior to
coverage renewals.
If requested by the City, MIA-COM shall furnish complete copies of MlA-COM's
insurance policies. fonns and endorsements.
For Commercial General Liability coverage MIA-COM shall, at the option of the
City, provide an indication of the amount of claims payments or reserves chargeable
to the aggregate amount of liability coverage.
Receipt of certificates or other documentation of insurance or policies or copies of
policies by the City, or by any of its representatives, which indicate less coverage
than required does not constitute a waiver of M1A-COM's obligation to fulfill the
insurance requirements herein.
11.4 AMENDMENT AND WAIVER
No supplement. modification. amendment or waiVei' of this Service Agreement shall be binding
unless executed in writing by both Parties. No waiver of any of the provisions of this Service
Agreement shall constitute a waiver of any other p-ovision (whether or not similar) nor shall such
waiver constitute a continuing waiver unless otherwise expressly provided.
11.5 FURTHER ASSURANCES
The Panies shall with reasonable diligence, do all things and provide all reasonable assurances
as may be required to complete the transactions contemplated by this Service Agreement, and
eacb Party shall provide such further documents or instruments required by the other Party as may
be reasonably necessary or desirable to give effect to this Service Agreement and to carry out its
provisions.
11.6 SEVERABIliTY
Any provision in this Sendce Agreement which is held to be illegal or unenforceable in any
jurisdiction shall be ineffective to the extent of such illegality or unenforceability without
invalidating the remaining provisions and any such illegal or unenforceable provision shall be
deemed to be restated to reflect as nearly as possible the original intentions of the Parties in
accordance with applicable law.
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11.7 ENTIRE AGREEMENT
April, 2002
This Service Agreement constitutes the entire agreement between the Parties pertaining to the
subject matter hereof and supersedes all prior and contemporaneous agreements, understandings,
negotiations and discussions. whether oral or written, of the Parties and there are no warranties,
representations or other agreements between the Parties in connection with the subject matter
hereof except as specifically set forth in this Service Agreement.
11.8 GOVERNING LA W
This Service Agreement shall be governed by and construed in accordance with the laws of the
State of Florida.
11.9 PUBUC REGULATION AND FREQUENCY UCENSES
This Service Agreement is subject to all of the terms and conditions associated with all of CITY
OF CLEARWATER outstanding FCC licenses. applications. and authorizations from the FCC
and other federal. state and local government agencies with respect to the Communications
System.
CITY OF CLEARWATER shall retain control over its licensed frequencies at all times as
required by Section 310(d) of the Communications Act, as amended, and by FCC rules and
policies. and shall carry out all policy decisions, including approving the filing of FCC
€[' applications, with respect thereto. Nothing in this Service Agreement shall give MJA-COM,
directly or indirectly. the right to control or direct CITY OF CLEARW A TER exercise of ultimate
authority over its FCC licenses. In providing these services, M1A-COM shall take no action that
would cause any of the FCC licenses to be revoked. or that would result in a tranSfer of control
or assignment of the FCC licenses without necessary FCC approval. MIA-COM shall cooperate
with CITY OF CLEARWATER in providing all information necessary to ensure that all FCC
Licenses remain valid and in full force and effect.
This Service Agreement is not intended to convey any FCC license, channel or frequency
possessed by CITY OF ClEARWATER. MlA-COM's rights with respect to all such licenses.
channels and frequencies sball at all times be strictly limited to the management of any such
licenses, channels and frequencies.
11.10 liMITATIONS OF UABIUTY
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B. In no event shall M1A-COM be liable for any loss of profits, revenues, customers
or contracts. loss of use of equipment, loss of data.. business interruption, failure
to realize expected cost savings or for any indirect, consequential, incidental.
special. punitive or exemplary damages howsoever caused or arising. incurred by
CITY OF CLEARWATER even if MlA-COM had been advised of the possibility
of same or even if same were reasonably foreseeable.
C. The provisions of this Section 11.10 shall apply whether the claim sounds in
contract, wammty. tort (including negligence and strict liability) or any other
statutory. legal or equitable grounds.
11.11 ASSIGNMENT
Each Party may assign its respective rights and obligations under this Service Agreement with the
express written consent of the other, which consent shall not be unreasonably withheld.
Notwithstanding anything to the contrary contained herein. CITY OF CLEARWATER
acknowledges and agrees that MIA-COM shall have the right, at any time and without the consent
of CITY OF CLEARWATER. to sell, transfer or assign all or any portion of its rights to the
payments described herein to any Affiliate of MIA -COM. M1A-COM and its permitted assignees
shall furthermore have the right, at any time and without the consent of CITY OF
CLEARW A TER. to collaterally assign all or any portion of its rights 10 such payments or to other
rights to enforce such payments provided herein to any fmancing party or lender or trustee in
regard to Secured Debt.
However any such assignment of payments shall not relieve MIA-COM or MlA-COM 'S Surety
of their respective responsibilities, obligations. and liabilities under this Agreement.
11.12 NO THIRD PARTY BENEFICIARIES
The Panies acknowledge and agree that this Service Agreement is for the benefit of the Parties
hereto and any permitted assignee under Section 11.11. The Service Agreement is not intended
to confer any legal rights or benefits on any third party. There are no third party beneficiaries to
this Service Agreement or any part or specific provision thereof.
11.13 COUNTERPARTS
This Service Agreement may be executed in any number of counterparts, all of which taken
together shall constitute one single agreement between the Parties.
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CITY OF CLEARWATER, FLORIDA
April, 2002
IN WIT~ll WHEREOF, the Parties have executed and acknowledged this s4e
Agreement, the day and year first above written.
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ATTEST :
M/ A-COM PRIVATE
RADIO SYSTEMS, INC
By. bZ rflI-
Tide: VP and Geneml Counsel
As8UJtant Corporate
Countersigned:
Approved as to ~
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Attest:
Assistant Gty Anorney
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Cynthia E. Goudeau
Gty Oerk
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