SITE LICENSE AGREEMENT - MISSOURI ROAD TOWERSITE LICENSE AGREEMENT
(Missouri Road Tower)
THIS SITE LICENSE AGREEMENT ("Agreement") to be effective upon execution by both
parties (the "Effective Date") by and between the CITY OF CLEARWATER, FLORIDA, a
Florida municipal corporation of the State of Florida whose mailing address is One Clearwater
Tower, 6th Floor, 600 Cleveland St., Clearwater, FL 33756 (hereinafter referred to as the "City"
or "Licensor"), and L3HARRIS TECHNOLOGIES, INC., a Delaware corporation acting
through its Public Safety Professional Communications Business Sector whose mailing address is
7022 TPC Drive, Orlando, FL 32822 (hereinafter referred to as the "Licensee" or "L3Harris").
The City and Licensee shall sometimes hereinafter be referred to in this Agreement individually
as a "Party" and collectively as the "Parties".
RECITALS:
WHEREAS, M/A-COM Private Radio Systems, Inc. ("M/A-COM"), as tenant, previously
licensed two communication towers from the City, as licensor, pursuant to the terms of that certain
Tower Agreement dated as of July 1, 2002 (the "Original Site License Agreement"). The two
towers licensed to M/A-COM by the City in the Original Site License Agreement were: (a) the
communication tower located on the grounds of the City's Northeast Water Pollution Control Plant
(the "Dunedin Tower"); and (b) the communication tower located on Missouri Road in the City as
hereinafter defined in more detail in Section 2 of this Agreement (the "Missouri Road Tower");
and
WHEREAS Harris Corporation, a Delaware corporation ("Harris"), purchased the assets of M/A-
COM on May 29, 2009, including all of the rights and obligations of M/A-COM under the Original
Site License Agreement; and
WHEREAS, L3 Technologies was merged into Harris on June 30, 2019, and Harris was renamed
"L3Harris Technologies, Inc.". L3Harris succeeded to all of the rights and obligations of Harris
under the Original Site License Agreement; and
WHEREAS space has been used on the Dunedin Tower by L3Harris and its predecessors to
operate and maintain telecommunications equipment for the State of Florida Statewide Law
Enforcement Radio System ("SLERS") pursuant to the terms of that certain Service and Access
Agreement by and between L3Harris and its predecessors and the State of Florida, Department of
Management Services (the "State") dated September 28, 2000, as amended to date (the "SLERS
Agreement"); and
WHEREAS, on June 30, 2021, the SLERS Agreement expired and, in accordance with Line Item
2860 of the 2021-2022 General Appropriations Act (Chapter 2021-036, Laws of Florida), starting
on July 1, 2021, L3Harris and the State entered into a new contract pursuant to which L3Harris
remains responsible for the management and operations of the SLERS network (the "SLERS-2
Agreement"); and
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WHEREAS, pursuant to the terms of the SLERS-2 Agreement, L3Harris assigned its rights as a
licensee in the use of the Dunedin Tower to the State with the City's consent as licensor under
the terms of that certain Partial Assignment and Amendment of Site License Agreement
effective as of July 1, 2021 (the "Partial Assignment"); and
WHEREAS, pursuant to the terms of that certain Second Amendment of Site License Agreement
dated as of October 3, 2022 by and between the City, the State and L3Harris (the "Second
Amendment"), the Primary Term of the Original Site License Agreement was extended from
September 30, 2022 to December 31, 2022; and
WHEREAS, pursuant to the terms of that certain Third Amendment of Site License Agreement
dated as of December 21, 2022 by and between the City, the State and L3Harris (the "Third
Amendment"), the Primary Term of the Original Site License Agreement was extended from
December 31, 2022 to March 31, 2023 (the Original Site License Agreement as amended by the
terms of the Partial Assignment, Second Amendment, and Third Amendment shall hereinafter
be referred to as the "Amended Original Site License Agreement"); and
WHEREAS L3Harris, as Licensee, wishes to continue to license the Licensor's property, solely
the Missouri Road Tower, from the City subject to the terms and conditions set forth herein;
and
WHEREAS, the City, as Licensor, wishes to permit L3Harris, as Licensee to license solely the
Missouri Road Tower from the City pursuant to the terms and conditions set forth in this
Agreement. The Dunedin Tower is not included in this Agreement.
NOW THEREFORE, in consideration of the mutual covenants contained herein and other good
and valuable considerations, the receipt and sufficiency of which hereby are acknowledged, both
Parties agree as follows:
Section 1. Recitals. The above recitals above are incorporated herein by reference.
Section 2. Premises: The City hereby grants to Licensee and Licensee hereby accepts from the
City a non- exclusive license to use the communications tower located at 1400 Young Street upon
the grounds of park property under lease by the City from the Florida Department of Transportation
by virtue of that certain 99 year lease dated January 19, 1976 and that certain Modification of
Lease dated January 26, 1986, all being recorded in O.R. Book 6275, Pages 1880 through 1888,
in the Public Records of Pinellas County, Florida, located at Latitude 27°56' 42" North, and
Longitude 82°47'13" West (the "Missouri Road Tower"). The communications tower, together
with the land upon which it is located, is referred to herein as the " Premises."
Section 3. Communications Equipment: Licensee shall maintain the City's existing
communications equipment with L3Harris EDACS technology as well as any upgrades of such
equipment with P25 technology, as well as the building, electrical generator using propane fuel
and associated equipment on and within the Premises. In this Agreement, all of the City's
existing communications equipment, buildings, panels, generators, cables, wires, antennas, and
accessories located on the Premises are referred to collectively as "Communications Equipment".
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Section 4. Term: The term ("Term") of this Agreement shall be for fifty-four (54) months
running from April 1, 2023, through September 30, 2027. Thereafter the Term of this
Agreement may be extended as mutually agreed upon in writing by the Parties which further
extension shall include discussion and renegotiation of the terms and provisions of this Agreement
as either Party requests and the Parties mutually agree.
Section 5. Maintenance: The City and Licensee agree that in addition to the maintenance of
the Communications Equipment by Licensee and its subcontractors, Licensee shall also have
the right to access and use the Premises for the maintenance of the Missouri Road Tower.
Section 6. Use: Licensee will have the non-exclusive use of the Premises for the purpose of
maintaining the Communications Equipment on the Missouri Road Tower. Licensee shall also
have the right to sublease portions of the Premises for use by other sub -licensees ("Sublicensees")
including the installation and maintenance of sub -licensee equipment ("Sublicensee Equipment")
provided, however, that: (i) the terms of the agreements with the sublicensees conform with the terms
of this Agreement and are approved by the City; and (ii) the use of the Premises by the Sublicensees
and the operation of the Sublicensee Equipment shall not interfere with the operation and performance
of the Communications Equipment on the Missouri Road Tower. Licensee will abide by all
applicable local, state and federal laws. Licensee shall use the Premises for no other purposes
without the prior written consent of the City.
Section 7. Access: Licensee and its subcontractors shall have ingress and egress to the
Premises on a twenty-four (24) hour basis for the purposes of maintenance, installation, repair
and removal of the Communications Equipment provided, however, that only authorized
engineers, technicians and employees of Licensee and subcontractors and consultants under
Licensee's direct supervision, will be permitted to enter the said Premises, and their entry shall
be for the purpose of installing, removing, repairing or maintaining the Communications
Equipment and for no other purpose. Licensee shall notify City in advance of its need to
install, remove, repair or maintain the Communications Equipment located on the Premises,
except in the case of an emergency in which event notification shall be given by Licensee or
its subcontractor as soon as reasonably possible. Access requiring entrance into or onto the
Missouri Road Tower shall be coordinated with the General Services Department of the City.
Section 8. Utilities: Licensee shall be solely responsible for and promptly pay all charges for
electricity, telephone and other utilities used or consumed by Licensee for any equipment owned
by Licensee on the Premises. Licensee shall advise the City and the City shall fully cooperate with
any utility company requesting an easement over and across the Premises or other lands owned
by the City in order that such utility company may provide service to Licensee when
installing Licensee's equipment on the tower. Licensee shall have an electrical current meter
installed at the Premises and have the right to run underground or overhead utility lines,
in compliance with the City's Community Development Code and any other applicable City
codes, policies, or procedures, directly from the utility source to the Licensee's equipment on
the Premises. The cost of such meter and of installation, maintenance and repair thereof shall
be paid by Licensee. Licensee and the utility company providing services to Licensee shall have
access to all areas of the Premises, or other lands of the City, necessary for installation,
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maintenance and repair of such services provided, however, that access requiring entrance into or
onto the Missouri Road Tower shall be coordinated with the General Services Department of the
City.
Section 9. Holding Over: If Licensee requires use of the Premises after expiration of the Term
of this Agreement and no extension of the Term of this Agreement is agreed upon by the Parties,
then Licensee shall be deemed to be occupying the Premises as a tenant -at -sufferance on a
month-to-month basis, subject to all the covenants and obligations of this Agreement, with a
monthly rent of Three Thousand One Hundred Twenty -Five Dollars ($3,125.00). The payment of
such monthly rental amount shall be due and payable by the first day of the month succeeding
the expiration of the final month of the Term of this Agreement, as set forth herein and as may
be extended by mutual written agreement of the Parties. Notwithstanding this provision, the City
reserves the right to remove the Licensee from the Premises after the end of the Term of the
Agreement.
Section 10. Notices: Any notice shall be in writing and shall be delivered by hand or sent by
registered or certified mail, postage prepaid, or by nationally recognized overnight courier service,
addressed as follows:
If to the City:
City of Clearwater
P.O. Box 4748
Clearwater, Florida 33758-4748
Attn: City Manager
Tel: (727) 562-4040
With a copy of all City Notices to go to:
City of Clearwater
One Clearwater Tower, 6th Floor
600 Cleveland St.
Clearwater, FL 33756
Attn: City Manager
Tel: (727) 562-4040
and
City of Clearwater
P.O. Box 4748
Clearwater, FL 33758-4748
Attn: City Attorney
Tel: (727) 562-4010
If to Licensee:
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L3Harris Technologies, Inc.
3800 Esplanade Way
Suite 190
Tallahassee, FL 32311
Attn: Steven A. Williams, Sr., Director
L3Harris Florida Statewide Law Enforcement Radio System (SLERS) Program
Tel: 407-595-5910
With a copy of all Licensee notices to go to:
L3Harris Technologies, Inc.
7022 TPC Drive
Orlando, FL 32822
Attn: Steven A. Williams, Sr., Director
L3Harris Florida Statewide Law Enforcement Radio System (SLERS) Program
Tel: 407-581-3782
and to:
L3Harris Technologies, Inc.
221 Jefferson Ridge Parkway
Lynchburg, VA 24501
Attn: Legal Department
Tel: 434-455-6600
Either Party may change its contact information to which notice shall be given by delivering notice
of such change as provided above.
Section 11. Liability and Indemnification: Licensee agrees to indemnify and hold the City
harmless from all claims (including costs and expenses of defending such claims) arising or
alleged to arise from the negligence or willful misconduct of Licensee or Licensee's agents,
employees, contractors or subcontractors occurring in or about the Premises during the term of
this Agreement or an extension thereof. Licensee further agrees that Licensee and Licensee's
agents, employees, contractors and subcontractors shall use and occupy the Premises at their
own risk. Licensee hereby releases the City and its agents and its employees, from all claims
for any damage or injury sustained by Licensee or Licensee's agents, employees, contractors
and subcontractors while using and occupying the Premises provided, however, that Licensee
does not release the City or its agents or its employees from those claims for damages or injuries
resulting from the gross negligence or willful misconduct of the City or its agents or its
employees.
Section 12. Termination:
a. Subject to the occurrence of a material breach and compliance with the requirements
set forth in Section 13(a) below, the non -defaulting Party shall thereafter have the right to
terminate this Agreement by written notice to the other Party in the event of a material breach
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of any of the provisions of this Agreement which is not cured as provided in Section 13(a)
below.
b. The non -defaulting Party terminating this Agreement because of an uncured material
breach (as discussed in Section 13(a) below) shall give written notice of termination to the
other Party not less than ninety (90) days in advance of the effective date of termination. In
the event this Agreement is terminated by the City, Licensee shall be responsible for restoring
as near as practicable the Premises occupied by Licensee to its condition as of the date of
this Agreement, save and except normal wear and tear and acts beyond Licensee's
control.
c. Upon termination of this Agreement as provided in this Section 12, the Term hereby
granted for use of the Premises and all rights and interest of Licensee in the Premises shall
end. Should Licensee be the defaulting Party under this Agreement, such termination shall
be without prejudice to the City's right to collect from Licensee any rental or additional rental
set forth herein which has accrued prior to such termination together with all damages which
are suffered by the City because of Licensee's material breach of any covenant under this
Agreement.
Section 13. Defaults and Remedies:
a. Notwithstanding anything in this Agreement to the contrary, neither Party shall
be in default under this Agreement until ninety (90) days after receipt of written notice of
material breach from the other Party and the failure to cure such material breach during the
90 day notice period; provided, however, where any such material breach cannot reasonably
be cured within the 90 day notice period, the Party receiving the notice of material breach
shall not be deemed to be in default under the Agreement provided such Party commences to
cure such default within said ninety (90) day notice period and thereafter diligently pursues
such cure of the material breach to completion.
b. In the event of a Party's material breach of this Agreement which is not cured as
provided in Section 13(a) above, the non -defaulting Party may, at its option, terminate this
Agreement as provided in Section 12 without affecting its right to sue for damages to which
the non -defaulting Party may be entitled. In addition, if Licensor remains in default beyond
any applicable cure period, Licensee will have: (i) the right to cure Licensor's default and to
charge Licensor for the costs of such cure provided Licensee has provided Licensor with an
estimate of such costs. Licensor will review and approve or deny such estimate within fifteen
(15) days or the estimate is deemed approved, and (ii) any and all other rights available to it
under law and equity.
Section 14. Tests: Licensee and its subcontractors are hereby given the right to survey, soil
test, radio coverage test, and conduct any other investigations needed to determine if the
surface and location of the Premises remain suitable for construction and installation of any
upgrades or changes of the Communications Equipment.
Section 15. Fixtures: The City covenants and agrees that no part of the improvements
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constructed, erected or placed by Licensee or its subcontractors on the Premises or other real
property owned by the City shall be or become, or be considered as being, affixed to or a part
of the City's real property, any and all provisions and principles of law to the contrary
notwithstanding.
Section 16. Assignment and Sublicensin2: Licensee may assign or sublicense the Premises
or any part thereof with the prior written consent of the City, which consent shall not be
unreasonably withheld. Any such assignment or sublicense shall: (i) be consistent with the
Ordinances of the City; (ii) be permissible only if Licensee remains fully liable for fulfillment
of all its obligations under this Agreement when sublicensing a portion of the Premises; and
(iii) be permissible provided the nature of the use under this Agreement is not changed. Licensee
shall not use the Premises as security for any loans. The City shall not assign or transfer this
Agreement or the Premises without prior written consent of Licensee .
Section 17. Other Conditions:
a. The City acknowledges that following the execution of this Agreement, Licensee will
contact appropriate local governmental agencies for the purpose of obtaining all building
permits and approvals, zoning changes and approvals, variances, use permits and other
governmental permits and approvals ("Local Permits"), if necessary, for the continued
installation, operation and maintenance of the Communications Equipment on the Premises
including any upgrades or changes of the Communications Equipment. The City agrees to
fully cooperate with Licensee in obtaining the Local Permits and, without limiting the
generality of the foregoing, to execute any applications, maps, certificate or other documents
that may be required in connection with the Local Permits.
b. Whenever under this Agreement the consent or approval of either Party is required or
a determination must be made by either Party, no such consent or approval shall be
unreasonably withheld or delayed, and all such determinations shall be made on a reasonable
basis and in a reasonable manner.
c. The City covenants that Licensee shall, upon observing the covenants and
conditions herein upon its part to be observed, peaceably and quietly hold and enjoy the
Premises during the term of this Agreement or as it may be extended without hindrance or
ejection by the City, any person or persons claiming under the City, or any other licensee
or tenant of the City.
d. Licensee covenants and agrees that all Sublicensee Equipment and the installation,
operation and maintenance thereof on the Premises will:
I. Not negligently damage the Missouri Road Tower or any portion of the Premises.
II. Not interfere with the operation of the Communications Equipment or the
communications equipment of other licensees or tenants currently utilizing the
Premises. In the event there is interference by the Sublicensee Equipment,
Licensee will promptly take all steps necessary to have the Sublicensee correct
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and eliminate same with a reasonable period of time. If the Sublicensee is
unable to eliminate such interference caused by it within a reasonable period
of time and notice of a material breach is then given by the City which is not
cured as provided in Section 13 above, Licensee agrees to thereafter have the
Sublicensee remove its antennas from the City's property and the
Sublicensee's agreement shall be terminated.
III. Comply with all applicable rules and regulations of the Federal
Communications Commission and the ordinances of the City including, but
not limited to, the building and electrical codes of the City.
e. If the Premises are damaged through no fault or negligence of Licensee so as to render
the Premises substantially unusable for use, the City, at its expense, shall restore the Premises
to its condition prior to such damage within ninety (90) days after the occurrence of such
damage provided, however, in the event the City fails to repair the Premises within the ninety
(90) day period, Licensee shall have the right to terminate this Agreement by written notice
to the City with no further obligations hereunder. If the Premises are damaged due to the
fault or negligence of Licensee, it shall be Licensee's responsibility, at its expense and
option, to restore such Premises.
f. All persons providing work for Licensee on the Premises are put upon notice that the
interest of City in the Premises shall not be subject to liens for improvements made by or through
Licensee and/or its employees, contractors, consultants and agents. In addition, liens for
improvements made by Licensee and/or its employees, contractors, consultants and agents are
specifically prohibited from attaching to or becoming a lien on the interest of the City in the
Premises or any part of either. This notice is given pursuant to the provisions of and in compliance
with the requirements set forth in Section 713.10, Florida Statutes.
Section 18. Radon Gas Notification: As may be required by Section 404.056(5), Florida
Statutes, Licensee shall take notice of the following:
RADON GAS: Radon is a naturally occurring radioactive gas that, when it has accumulated
in a building in sufficient quantities, may present health risks to persons who are exposed to
it over time. Levels of radon that exceed federal and state guidelines have been found. in
buildings in Florida. Additional information regarding radon and radon testing may be
obtained from your county public health unit.
Section 19. Governing Law. The Agreement will be governed by and construed in accordance
with the laws of the State of Florida. Exclusive jurisdiction and venue for suit arising under the
terms of the Agreement will be in the appropriate State court located in Pinellas County, Florida.
This Agreement constitutes the entire
agreement between the City and Licensee concerning the subject matter hereof and this
Agreement supersedes and replaces any prior or contemporaneous license, agreement,
promise, license, negotiations or writing concerning such subject matter including, without
limitation, the Amended Original Site License Agreement. This Agreement shall not be
Ii
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amended or changed except by written instrument signed by both Parties. Section captions
herein are for convenience only, and neither limit nor amplify the provisions of this
Agreement. The provisions of this Agreement shall be binding upon and inure to the benefit
of the heirs, executors, administrators, successors and assigns of the Parties.
[End of Text This Page]
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IN WITNESS WHEREOF, the Parties have duly executed this Agreement as an instrument under
seal on this ,23rd day of March, 2023.
LICENSEE:
L3HARRIS TECHNOLOGIES, INC., a Delaware corporation
acting though its Public Safety Professional Communications Business Sector
By:
Name: Michael J. Hayes
Title: VP, Program Management
Date: February 23, 2023
CITY:
CITY OF CLEARWATER, FLORIDA,
a municipal corporation of the State of Florida
By. - � / �� A � � By.
Nam Frank V. Hibbard Name` Jens fifer oirrier
Mayor
Reviewed and Approved:
Name: Matthew J. M ch, Esq.
Interim City Manager
Attest:
i/J_Juktgh a(
Name: Rosemarie Call
Assistant City Attorney City Clerk
(SEAL)
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