Loading...
Agenda 07/11/2017 Item #16E507/11/2017 EXECUTIVE SUMMARY Recommendation to approve an In-Building Radio Distribution License Agreement, a Memorandum of In-Building Radio Distribution Agreement and a Right of Entry Agreement with Verizon Wireless Personal Communications LP to install communications equipment for enhanced service at the Emergency Services Center. OBJECTIVE: To allow Verizon Wireless LP (Verizon) to install additional equipment at the Emergency Service Center (ESC) to enhance wireless communications reception. CONSIDERATIONS: Verizon has agreed to upgrade its communications equipment at the ESC for the occupants of that building to receive better wireless communications signals, and the upgrade is being requested by the Sheriff to enhance the agency's mobile data speed in this area in support of the 911 centers computer aided dispatch. Verizon will be installing equipment within the interior and on the roof of the ESC as part of this enhancement. Verizon has provided wireless services within the ESC for the past eight years under contractual agreements with the County and the Collier County Sheriff’s Office and did not require a lease agreement at that time. However, with Verizon’s investment in equipment, and due to a change in policy within Verizon, Verizon would like to secure its presence at the ESC in the form of a formal agreement. The attached In-Building Radio Distribution License Agreement (Agreement) provides for an initial five - year term with four automatic renewals of five years each. The County may terminate th e lease should Verizon default in any of the terms of the Agreement. Since Verizon is providing a service to the County, there shall be no annual rent. Verizon is required to obtain the County’s approval for installation of its equipment within the ESC building and on its roof. Verizon will be required to provide the insurance provisions outlined in the Agreement which have been reviewed by the Risk Management Division. Verizon shall utilize the County’s power at the ESC. The Memorandum of In-Building Radio Distribution Agreement is a document used on Verizon’s behalf should it elect to record this transaction in the Public Records. FISCAL IMPACT: There will be no expense to Collier County for these improvements and there shall be no rent associated with this agreement. GROWTH MANAGEMENT IMPACT: There is no impact to the Growth Management Plan. LEGAL CONSIDERATIONS: The agreement provides that Verizon may terminate at any time by providing the County with 60 days notice. The agreement also provides that the County may terminate the agreement only if Verizon breaches. The County may elect to not renew by providing Verizon with six months notice prior to the end of each five year term. Staff is aware of these provisions and given the need for the service, finds them acceptable. Although such a unilateral termination provision is not advisable the item is approved for form and legality and requires a majority vote for Board approval. - JAB This item is approved as to form and legality and requires majority vote for Board action. - JAB RECOMMENDATION: To approve and authorize the Chairman to execute an In -Building Radio Distribution License Agreement, a Memorandum of In -Building Radio Distribution Agreement, and a Right of Entry Agreement with Verizon Wireless Personal Communications LP. 07/11/2017 Prepared By: Michael Dowling, Sr. Property Management Specialist, Facilities Management Division ATTACHMENT(S) 1. Verizon EOC 7-5-2017 JAB (PDF) 2. Verizon ESC Memo of Agreement 2017 (PDF) 3. Verizon ESC Right of Entry 2017 (PDF) 07/11/2017 COLLIER COUNTY Board of County Commissioners Item Number: 16.E.5 Doc ID: 3359 Item Summary: Recommendation to approve an In-Building Radio Distribution License Agreement, a Memorandum of In Building Radio Distribution Agreement and a Right of Entry Agreement with Verizon Wireless Personal Communications LP to install communications equipment for enhanced service at the Emergency Services Center. Meeting Date: 07/11/2017 Prepared by: Title: Property Management Specialist, Senior – Facilities Management Name: Michael Dowling 06/13/2017 4:43 PM Submitted by: Title: Division Director - Facilities Mgmt – Facilities Management Name: Dennis Linguidi 06/13/2017 4:43 PM Approved By: Review: Facilities Management Toni Mott Additional Reviewer Completed 06/13/2017 4:50 PM Administrative Services Department Paula Brethauer Level 1 Division Reviewer Completed 06/14/2017 1:01 PM Emergency Management Daniel Summers Additional Reviewer Completed 06/14/2017 4:54 PM Solid and Hazardous Waste Dan Rodriguez Additional Reviewer Completed 06/15/2017 6:09 PM Facilities Management Dennis Linguidi Additional Reviewer Completed 06/16/2017 1:39 PM County Attorney's Office Jennifer Belpedio Level 2 Attorney of Record Review Completed 06/19/2017 8:52 AM Public Utilities Operations Support Joseph Bellone Additional Reviewer Completed 06/19/2017 10:16 AM Public Utilities Department Margie Hapke Additional Reviewer Completed 06/19/2017 11:01 AM Public Utilities Department Heather Bustos Additional Reviewer Completed 06/20/2017 3:23 PM Administrative Services Department Len Price Level 2 Division Administrator Review Completed 06/23/2017 1:09 PM Office of Management and Budget Valerie Fleming Level 3 OMB Gatekeeper Review Completed 06/23/2017 3:57 PM Office of Management and Budget Laura Wells Additional Reviewer Completed 06/27/2017 10:52 AM Budget and Management Office Ed Finn Additional Reviewer Completed 06/27/2017 2:44 PM County Attorney's Office Jeffrey A. Klatzkow Level 3 County Attorney's Office Review Completed 06/30/2017 11:08 AM County Manager's Office Nick Casalanguida Level 4 County Manager Review Completed 07/05/2017 12:03 PM Board of County Commissioners MaryJo Brock Meeting Pending 07/11/2017 9:00 AM Liccnsce Site Name:Collicr COunty EMS&Collier County EMS Node Liccnsce Site Numbcri 9009057 2%9048101 1N ttyILDING RADIO DISTRIBUTION LICENSE AGREEMENT This License Agreement ("Agreement") is made as of 2017 ("Effective Date") between COLLIER COLINTY, a political subdivision of the State of Florida, whose principal place of business is c/o Real Property Management, 3335 Tamiami Trail East, Suite 101, Naples, Florida 34112 ("Licensor"), and VEzuZON WIRELESS PERSONAL COMMLTNICATIONS LP, a Delaware limited partnership dlbla Yerizon Wireless, whose principal place of business is One Verizon Way, Mail Stop 4AW100, Basking Ridge, NJ 07920, ("Licensee"). Backeround WHEREAS, Licensor owns property and a building located at 8075 Lely Cultural Parkway commonly known as the Emergency Services Complex ("Property") which is more particularly described in Exhibit "A"; and WHEREAS, Licensee intends to install and operate communications equipment (collectively, "Licensee's Network Equipment") for use within the Property including equipment located on the interior of the property for the installation of a distributed antenna system (a "DAS Network") and equipment and antennas located on the roof the property (the "Small Cell System"); and WHEREAS, Licensor and Licensee desire to enter into this Agreement to define the general terms and conditions which would govern their relationship with respect to Licensee's use of the Property for the purposes contemplated herein; and NOW THEREFORE, both parties agree to enter into this Agreement on the terms and conditions set forth herein. Agreement 1. License. Licensor hereby licenses to Licensee certain interior and exterior premises within the Property which is more particularly described as follows and more particularly described in Exhibit B: (a) Exterior Space Premises: Space (the "Exterior Space Premises") on the rooftop or exterior walls of the Property for the installation, operation and maintenance of communications equipment including antennas and related equipment, suc*r equipment shall comprise the Small Cell System in the locations more particularly described in Exhibit "B", attached hereto and made a part hereof. (b) Building Equipment Premises: Space (the "Building Equipment Premises") within the Property for the installation, operation, and maintenance of antennas, telecommunication cabinets, and equipment which shall comprise the DAS Network, as set forth in the locations more particularly described in Exhibit "B", attached hereto and made a part hereof. The DAS Network consists of microcells, reradiators, repeaters or similar in-building radio-distribution devices, antennas serving such devices, and the cables, wires or equivalent ① Licensee Site Name: Collier County EMS & Collier County EMS Node Licensee Site Number: 9009057 & 904810 connecting them and other related equipment for the transmission and reception of any communications signals which it is lawfully authorized to transmit and/or receive within the Property; and (c) Cabling and Access. Such additional space within the Building and on the exterior of the Building for the installation, operation and maintenance of wires, cables, fiber, conduits and pipes (the "Cabling Space") running between and among the Exterior Space Premises and Building Equipment Premises and to all necessary electrical and telephone utility sources located within the Building or on the Property. In the event there are not sufficient electric and telephone utility sources located within the Building or on the Property, Licensor agrees to grant Licensee, or the local utility provider, the right to install such utilities on, over and/or under the Property and through the Building necessary for Licensee to operate its communications facility, provided the location of such utilities shall be as reasonably designated by Licensor as outlined in paragraph 2. If there is insufficient room along the existing easement areas to accommodate additional utilities, Licensee shall obtain any and all necessary easements from Licensor. Licensor hereby grants to Licensee the nonexclusive right for ingress and egress, seven (7) days a week twenty-four (24) hours a day, on foot or motor vehicle, including trucks over or along the Property extending from the nearest public right-of-way, to Licensee's Exterior Space Premises, Building Equipment Premises and Cabling Space, and within existing easement areas for the installation and maintenance of utility wires, poles, cables, conduits, fiber, and pipes over, under, or along the Property (collectively, the "Riehts of Way"), including without limitation those Rights of Way specified in Exhibit "8", attached hereto and made a part hereof. For purposes of this Agreement, the Exterior Space Premises, the Building Equipment Premises, Cabling Space, and the Rights of Way shall collectively be referred to as the "Plglqisgs". 2. Construction. Installation. & Maintenance. Prior to making any alternations, additions or improvements to the DAS Network or Small Cell System which will require Licensee to install equipment within portions of the Property that are not within the Premises, the Licensee will submit to Licensor proposed plans and proposals detailing such alterations, additions or improvements for Licensor's approval, which will not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, Licensee shall have the right to add, modify, replace, supplement and repair Licensee's Network Equipment, including the lrequencies over which such equipment operates, at any time during the Term so long as such addition, modification, replacement, supplementation or repair is located within the Premises. Licensee covenants and agrees that all operations, maintenance, repair work, erection, construction, improvement, addition, or alteration ol the Premises will comply with all current and future applicable laws, ordinance, rules, regulations, and requirements of the United States of America, State of Florida, County of Collier, or any other govemmental agencies having jurisdiction. 3. Interference. During the Term of this Agreement, Licensee agrees that the installation and operation of the Licensee's Network Equipment will not cause measurable interference to the equipment of Licensor or the then existing equipment of other tenants operating on the Property as of the date of this Agreement. Should Licensee's NetworkC Licensee Site Name: Collier County EMS & Collier County EMS Node Licensee Site Number: 9009057 & 904810 Equipment cause measurable interference, and provided Licensor or other tenants provide written notice, Licensee will take all steps necessary to correct and eliminate the interference. Licensor agrees that any future agreements for tenants on the Property will include provisions to control and remedy interference. Should the equipment of a third party tenant cause measurable interference with the then-existing Licensee's Network Equipment, and provided Licensee provides written notice to Licensor, then Licensor will take all steps necessary to cause such third party tenant to correct and eliminate the interference. Licensor operates critical public safety communications facilities at the Property and cannot agree to limit future radio equipment installation pertaining to public safety operations. The parties acknowledge that there will not be an adequate remedy at law for non-compliance with the provisions of this paragraph and therefore, either party shall have the right to specifically enforce the provisions of this paragraph in a court of competent jurisdiction. 4. Utilities. Licensee is authorized to connect Licensee's Network Equipment to Licensor's electrical service at the Property and to use such electrical service to operate Licensee's Network Equipment, at no cost to the Licensee. All costs to establish connectivity to the electrical service for the Small Cell System and DAS Network, will be the Licensee's responsibility. Notwithstanding the foregoing, no intemrption or discontinuance of such electrical power will render Licensor liable to Licensee for damages or relieve Licensee of any of its obligations hereunder, except as such results from the acts or omissions of the Licensor. Any other utilities required for operation of Licensee's network equipment will be the responsibility of the Licensee. Licensor also grants to Licensee an easement for fiber/T-l running from the nearest public right of way to the Premises to the extent necessary to serve the Small Cell System and DAS Network, in Licensee's sole determination. 5. Ownership & Control. The Small Cell System and DAS Network are personal property of the Licensee and the Licensee at all times owns and controls them. 6. Consideration. In consideration for the rights granted herein, Licensor's Property will receive the benefits of enhanced wireless communications arising from operation of the Small Cell System and DAS Network. The design, construction, equipment, installation and maintenance of the Small Cell System and DAS Network shall be at Licensee's sole cost. 7. Access. Licensor agrees to provide Licensee, its employees and/or agents access to the Premises twenty-four (24) hours a day, seven (7) days a week for the purpose of emergency maintenance and restoration of the Small Cell System and DAS Network, including without limitation loss of service or equipment malfunction. Licensee's access for design, construction, installation, upgrading, and routine maintenance of the Small Cell System and DAS Network will be available Monday through Friday during normal working hours of 8:00 a.m, EST, through 5:00 p.m., EST. Any request for access outside of these hours will be submitted to the Emergency Services Director. 8. Term. Default. Termination. Compensation. a. The initial term of this Agreement shall be five (5) years beginning on the Effective Date, with four (4) automatic five (5) year renewal terms (collectively the "Term"), unless the Licensee terminates it at the end of the then current term by giving the Licensor Ψ Licensee Site Name: Collier County EMS & Collier County EMS Node Licensee Site Number: 9009057 & 904810 wdtten notice of intent to terminate at least six (6) months prior to the end of the then current term. This Agreement may only be terminated in accordance with its terms. b. Licensee shall have the right to terminate this Agreement at any time by providing the Licensor with six (6) months written notice. In the event Licensee defaults in the periormance ofany of its covenants or obligations hereunder and such default is not cured within sixty (60) days after written notice thereof from Licensor (unless the nature of the event takes longer to cure and Licensee commences a cure within the time period and diligently pursues it thereafter), Licensor may thereafter terminate this Agreement by providing Licensee with thirty (30) days' written notice. Upon any termination or expiration of this Agreement, Licensee shall remove the Small Cell System and DAS Network and all associated components and cabling, except as set forth below. At Licensor's discretion and direction, equipment racks and grounding systems installed by Licensee will remain at the Premises at no cost to Licensor. Licensee shall be responsible for the repair and restoration ofany damage to Licensor's Premises resulting from the removal of the Small Cell System and DAS Network, normal wear and tear excepted. Conduit and cabling within walls and the ceiling of the building will not be removed upon termination of this Agreement, provided however, Licensee must reseal all wall penetrations to meet code requirements and to prevent water intrusion. There is no compensation for use of the Premises as the Licensee's presence at the Property is a benefit to the Licensor. 9. Indemnification. Insurance. Waiver of Consequential Damases. Subject to the limitations set forth in Section 768.28, Florida Statutes, the parties shall indemnify and hold each other harmless against any claim of liability or loss or bodily injury or property damage to the extent caused by the acts or omissions of their own or their agents in connection with the use and occupancy of the Premises in connection with the Small Cell System and DAS Network, excepting claims or damages as may be due or caused by the acts or omissions ofthe other party or its agents. Licensee shall procure and maintain throughout the term of this Agreement commercial general liability insurance with limits of five million dollars ($5,000,000) per occurrence for bodily injury (including death) and property (including the loss of use thereo|. Licensor shall be included as an additional insured as their interest may appear under this Agreement on the Commercial General Liability insurance policy. Evidence of such insurance shall be provided to Licensor in care of Real Property Management, 3335 East Tamiami Trail, Suite 101, Naples, Florida, 34112, for approval prior to the commencement of this Agreement. Licensor reserves the right to reasonably amend their insurance requirements by issuance of notice in writing to Licensee, whereupon receipt and acceptance of such notice Licensee shall have thirty (30) days in which to obtain such additional insurance. The issuer of any policy must be authorized or permitted to transact insurance business in the State of Florida and must be rated "A" or better in the most cunent edition of Best's Insurance Reports. Each insurer must be responsible and reputable and must have financial capacity consistent with the risks covered. Failure to continuously abide with all of these insurance provisions shall be deemed to be a material breach of this License and Licensor shall have the remedies set forth in Article 8. b above. Licensor agrees that Licensee may self-insure. The parties waive and release any and all rights of action for negligence against the other which may arise on account of damage to the Property or to Premises, resulting from any fire, or other casualty ofthe kind covered by standardC Licensee Site Name: Collier Counry EMS & Collier County EMS Node Licensee Site Number: 9009057 & 904810 fire insurance policies with extended coverage, regardless of whether or not, or in what amounts, such insurance is now or hereafter carried by the parties, or either of them. These waivers and releases shall apply between the parties and to any claims under or through either party as a result of any asserted right of subrogation. All policies of insurance covering property damage obtained by either party concerning or including the Property shall waive the insurer's right of subrogation against the other party. The foregoing notwithstanding, whether the cause of any damage, loss or liability is insurable, insured or not insured, foreseen or unforeseen, in no event shall either party be responsible or liable to the other party for anticipatory profits or any indirect, special, incidental or consequential damages of any kind or nature arising directly or indirectly in connection with the construction, use or operation of the Premises or the exercise of any rights related thereto, whether based on an action or claim in contract or tort, including negligence, strict liability or otherwise. 10. Ouiet Enjoyment. Licensor covenants that Licensee, upon performing all the covenants, shall peaceably and quietly have, hold and enjoy the Premises and Licensor fuither covenants that Licensor is seized of good and sufficient title and interest to the Premises and has full authority to enter into this Agreement. Licensor represents, warrants and covenants that no lead paint, asbestos or other hazardous substance, as defined by any applicable state, federal or local law or regulation, is present at any Premises; Licensor owns or leases the Premises or otherwise has the right to grant the license given in this Agreement; the Licensor has obtained all required consents or approvals from any landlord, mortgagee or other person or entity having an interest therein; and Licensor is not in default under any lease with the owner of the Premises and the term of such lease extends to the term of this Agreement with any and all renewal terms. I 1. Assignment and Sublicensing. This Agreement may be assigned by either party to its principal, affiliates, subsidiaries or any entity which acquires all or substantially all of its assets in the applicable Federal Communications Commission license area by reason of a merger, acquisition or other business reorganization without the consent of the other party. As to other parties, any sale, assignment or transfer by either party must be with the written consent of the other party, such consent not to be unreasonably withheld. Licensee shall notiff Licensor in a timely manner of any change in ownership or assignment of this License so that Licensor may process an Assignment of License Agreement. The DAS Network shall be designed to be, and shall be, compatible with and suitable for use by all other major wireless carriers that may wish to enter into a sublicense of the DAS Network with Licensee, subject to the addition of additional equipment as may be reasonably necessary for any such sublicensee to utilize the DAS Network. The DAS Network may be sublicensed pursuant to a written sublicense containing terms acceptable to Licensee, which may include without limitation a right to reimbursement of DAS Network fees and costs from sublicensee, including but not limited to those fees and costs associated with the access, maintenance and capital costs of the DAS Network, as determined by Licensee. The Small Cell System and DAS Network shall be personal property of Licensee and Licensee at all times shall own and control the Small Cell System and DAS Network. @ Licensee Site Name: Collier County EMS & Collier County EMS Node Licensee Site Number: 9009057 & 904810 Since the Property is a secured County facility, Licensee shall provide Licensor prior written notice of any sublicenses related to Licensee's licensed use under this Agreement. All sublicenses shall be subject to the provisions of this Agreement, which shall be binding upon the sublicensee(s), its successors and assigns. 12. Notices & Contacts. AII notices hereunder must be in writing and shall be sent certified mail, return receipt requested, to Licensor at Real Property Management, 3335 Tamiami Trail E., Suite 101, Naples, Florida 34112, and to Licensee at 180 Washington Valley Road, Bedminster, NJ 07921, Attention: Network - Real Estate. 13.Environmental. (a) Licensor will be responsible for all obligations of compliance with any and all environmental and industrial hygiene laws, including any regulations, guidelines, standards, or policies of any governmental authorities regulating or imposing standards of liability or standards of conduct with regard to any environmental or industrial hygiene conditions or concerns as may now or at any time hereafter be in effect, that are or were in any way related to activity now conducted in, on, or in any way related to the Building or Property, unless such conditions or concerns are caused by the specific activities of Licensee in the Premises. (b) Licensee agrees to indemniff, defend and hold Licensor harmless from and against any and all injury, loss, damage or liability (or any claims in respect of the foregoing), costs or expenses (including reasonable attorneys' fees and court costs) to the extent caused by the installation, use, maintenance, repair or removal of the DAS Network or Small Cell System or Licensee's breach of any provision of this Agreement, except to the extent attributable to the negligent or intentional act or omission of Licensor, its employees, agents or independent contractors. (c) Only to the extent authorized by 768.28, Florida Statute, Licensor agrees to indemnify, defend and hold Licensee harmless from and against any and all injury, loss, damage or liability (or any claims in respect of the foregoing), costs or expenses (including reasonable attorneys' fees and court costs) arising directly from the actions or failure to act of Licensor or its employees or agents, or Licensor's breach of any provision of this Agreement, except to the extent attributable to the negligent or intentional act or omission of Licensee, its employees, agents or independent contractors. (d) Notwithstanding anything to the contrary in this Agreement, Licensee and Licensor each waives any claims that each may have against the other with respect to consequential, incidental or special damages. 14. Rights Upon Sale. Should Licensor, at any time during the Term, decide (i) to sell or transfer all or any part of the Property or the Building thereon to a purchaser other than Licensee, or (ii) to grant to a third party by easement or other legal instrument an interest in and to that portion of the Building and or Property occupied by Licensee, or a larger portion thereof, for the purpose of operating and maintaining communications facilities or the management 〇 Licensee Site Name: Collier County EMS & Collier County EMS Node Licensee Site Number: 9009057 & 904810 thereof, such sale or grant of an easement or interest therein shall be under and subject to this Agreement and any such purchaser or transferee shall recognize Licensee's rights hereunder under the terms of this Agreement. In the event that Licensor completes any such sale, transfer, or grant described in this Paragraph without executing an assignment of this Agreement whereby the third party agrees in writing to assume all obligations of Licensor under this Agreement, then Licensor shall not be released from its obligations to Licensee under this Agreement, and Licensee shall have the right to look to Licensor and the third party for the full performance of this Agreement. 15. Recording. Licensor agrees to execute a Memorandum of this Agreement which Licensee may record with the appropriate recording officer. The date set forth in the Memorandum of Lease is for recording purposes only and bears no reference to commencement of either the Term or rent payments. 16. Applicable Laws. During the Term, Licensor shall maintain the Premises and the Property, and all structural elements of the Premises in compliance with all applicable laws, rules, regulations, ordinances, directives, covenants, easements, zoning and land use regulations, and restrictions of record, permits, building codes, and the requirements of any applicable fire insurance underwriter or rating bureau, now in effect or which may hereafter come into effect (including, without limitation, the Americans with Disabilities Act and laws regulating hazardous substances) (collectively "Laws"). Licensee shall, in respect to the condition of the Premises and at Licensee's sole cost and expense, comply with (a) all Laws relating solely to Licensee's specific and unique nature of use of the Premises; and (b) all building codes requiring modifications to the Premises due to the improvements being made by Licensee in the Premises. It shall be Licensor's obligation to comply with all Laws relating to the Building in general, without regard to specific use (including, without limitation, modifications required to enable Licensee to obtain all necessary building permits). 17, RADON GAS DISCLOSURE. 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 FOLTND IN BUILDINGS IN FLORIDA. ADDITIONAL INFORMATION REGARDING RADON AND RADON TESTING MAY BE OBTAINED FROM YOUR COLINTY HEALTH DEPARTMENT. 18. Miscellaneous. This Agreement contains all agreements, promises and understandings between the Licensor and the Licensee regarding this transaction, and no oral agreement, promises or understandings shall be binding upon either the Licensor or the Licensee in any dispute, controversy or proceeding. This Agreement may not be amended or varied except in a writing signed by all parties. This Agreement shall extend to and bind the heirs, personal representatives, successors and assigns hereto. The failure of either party to insist upon strict perfornance of any of the terms or conditions of this Agreement or to exercise any of its rights hereunder shall not waive such rights and such party shall have the right to enforce such rights at any time. This Agreement and the performance thereof shall be governed interpreted, G Licensee Sitc Nalnci Collier Counw EMS&Collicr COunty EMS Node Licenscc Sitc Number: 9009057&904810 construed and regulated by the laws of the state in 、vhich the Premiscs is located without rcfcrence to its choice of la、v rulcs ISIGNATURE PAGE FOLLOWSI Licensee Site Namc:Collier County EMS&Collier County EMS Node Licensee Site Number: 90090578ζ 904810 1N WITゝ ヾESS WHER130F,the parties hereto have sct their hands,intending to bc bound,as of the Effective Date. ATTEST: LICENSOR: DWIGHT E.BROCK,Clerk COLLIER COUNTY,a political subdivision ofthe Statc of Florida By: Deputy Clerk Approved as to form and legality: By: Date: By: Name: Penny Taylor Title: Chairman LICENSEE: VERIZON PERSONAL COMMUNICATIONS LP,a Delawarc lirnitcd partnership d/b/a Verizon Wireless Name: Frank Wise Title: Executive Director - Network Field Engineering Date: Name: Jennifer A. Belpedio Date:小0 WITNESSES: By: Print Name: Print Name: Licensee Site Name: Collier County EMS & Collier County EMS Node Licensee Site Number: 9009057 & 904810 EXHIBIT A Legal Description Lely Resort Phase Two, that portion ofTract B described in OR Book 2821, Page 688 ③ Licenscc Sitc Name:Conier cOunty EMS&Co∥ier Counw EMS Nodc Liccnscc Sitc Number: 9009057&904810 EXHIBIT B (Page 1 0f6)LICENSEE'S NETWORK EQUIPIIIENT 湧 壕 Licenscc Sitc Namc:Collier County EMS&Collier County EMS Node Liccnscc Sitc Number: 90090572貶 904810 EXHIBIT B (Page 2 of6)BUILDING EQUIPMENT PREⅣIISES :ISttr ECuPttNtt RCK劇 TH1●BL=“″WЮ 暉 “ 饉膚=tuV ttgぃ 虹●● “ 銀 紆T●団6■IIC●●S颯 PA●購 師贅籠にON WIttLE86 11t麟 凛u"“0劇 -60tHCC ECuP― 颯 ●●7CDFЮ M EX6■||●●`餞 κcoonolNAtt WrrH ttRANO Bu,tD“ F10CR OtHIR01N lSマ RO●薇tLC0 PROPOSIID“RRuS'IS ont"cw aACttR IF"lNO p●●●OSぶ OF●tH中 RAC` に渕sins r■中 sFO日 にR "S`AI10叫 ～71臨RttC鰯 FOR Rttυ 3●お0“COulPME“アロ "εKlHRoucH PA●●01`0妻 NIRγ ""CtすO RC●FTOp FQulpr●TlCOORO WIIIt●uLOIN6 0口 臨R ヽい02,1●AORCulT3,R輌 円CLVO p●●●●|●,い 妹 霞 CTRに 札 ROu、lNol "嗅 e■t4購 つハ0ご `〔 NTTO “ XSVI"OC●tu鴨にCOoRD睡 GRAPHIC SCALE 0 25' 5 ― (30LEIII FEED EOup●ENV LEASE EXHIBIT― PLAN VIEW PREti饉 FO臓 臼EVILW P躍 ●1“FOR RIVIEW Licensee herein referred to as "Verizon Wireless" CO■にR COtNTV鶴 膊 ′000009 ●01な lに R COtHTV e●IS Ilooc′004●1" A●ORtSS ●●75 LELY CuLTURAL神 MPLE3.FLORI●A341" SIEET´OF6 12 C獣 Licensee Site Name: Collier County EMS & Collier County EMS Node Licensee Site Number: 9009057 & 904810 EXHIBIT B (Page 3 of6)BUILDING EQUIPⅣIENT PREⅣIISES,continued Licensee herein referred to as "Verizon Wireless" い睡1■熱TO PItllpOsE●Mヽ "嘔 R曜 錮 LEASE EXHIBIT―EQUIPMENT VIEW VERレ 011 WIRCuおSBrE NAME7mmOER COLLIER C●tH rv mts′嘱Юooo7 COし L!ER COu劇 庁v●●IS●●●E,004●10, ADDttt86 … ,飩 OR“ “ ■3S 31EET 3●F● ^ lmtltr ror rEYEw ニギ~可 Licensee Site Namc:Collicr County EMS&Collier County EMS Node Liccnscc Site Numbcri 9009057 dι 904810 EXIIIBIT B (Page 4 of6)EXTERIOR SPACE PREⅣIISES Licensee herein referred to as "Verizon Wireless" ADORt13 0075 LELY CuLVtFAL P― 即ψtes、R●ItlM“1諄 a lPrErrr ;oR iEYEw COヒ CR CCltn,veMS′|●oo09 14 Liccnsee Site Name:Collicr COunty EMS&Collier County EMS Node Liccnsee Site Number: 9009057 aι 904810 EXIIIBIT B (Page 5 of6)EXTERIOR SPACE PREⅣIISES,continued pPPRO川 M^了 tt●●●lC囃 0"輌 ヽOp00颯 》創口ヽtO肛 Lハ 「 CN卜 ●3●O■輌ED ON Pltt ATT‐ICD080M引 麒reR眈 た耐"“E―tは3●ハゆ,0) 崚cu●曖け、崚cF脚 嗜 COLLIに R C00劇 VΥ 姜 “ S"00E/●●43101 議 |“FOR n暉 V曲 ① C‐聰 `,11“ ξいORI^`“Wγ Licenscc Site Namc:Collicr COunty EMS&Collier County EMS Node Licensee Site Number: 90090572貶 904810 EXHIBIT B (Page 6 of6)EXTERIOR SPACE PREⅣIISES,continued 麻 OШ FELOmO“OF m●●●ゆ 嗅 しcat畑 |INMA77-oT●F"F到 曖 ,CttЮ υ8F"は ヽ印聰 TO DE“mIEO●||ハ 丼I●|●● “ ●UItl ゛C02“`) ∞ユIER C側 "TV EMS′ 100噛 ∞Lヽ |に R COuNTv Ltts N00E′00401●1ADDRC86 0073●ELY 00LTURAt P鮒 MPLES,FtOR OA 34'S3 SIIEET 1 0F` verlzon｀ 16 ヲ LEASE EXHIBIT―GAMMA SECTOR VIEW 」O Upon Recording, Return to: Tirso M. Carreja, Jr., Esq. Shutts & Bowen LLP 4301 W. Boy Scout Boulevard Suite 300 Tampa, Florida 33607 STATE OF FLORIDA COLTNTY OF COLLIER MEMORANDUM OF IN BUILDING RADIO DISTRIBUTION AGREEMENT This Memorandum of In Building Radio Distribution Agreement (the "Memorandum") is made this day of 2017, between Collier County, a political subdivision of the State of Florida, whose principal place of business is c/o Real Property Management, 3335 Tamiami Trail E., Suite l0l, Naples, Florida 34112, hereinafter designated LICENSOR, and Verizon Wireless Personal Communications LP, a Delaware limited partnership d,ibla Verizon Wireless, with its principal offices at One Verizon Way, Mail Stop 4AWl00, Basking fudge, New Jersey 07920 (telephone number 866-862-4404), hereinafter designated LICENSEE. The LICENSOR and LICENSEE are at times collectively referred to hereinafter as the "Parties" or individually as the "Party". l. LICENSOR and LICENSEE entered into an In Building Radio Distribution Agreement (the "Agreement") on 2017 , for an initial term of five (5) years, commencing on the date the Agreement is signed by both Parties. The Agreement shall automatically be extended for fow (4) additional five (5) year terms unless LICENSEE terminates it at the end of the then-current term by giving LICENSOR written notice of the intent to terminate at least six (6) months prior to the end of the then-current term. 2. Pursuant to the Agreement, LICENSOR hereby licenses to LICENSEE certain spaces on and within LICENSOR'S prope(y at 8075 Lely Cultural Parkway, Naples, Collier County, Florida 34113 (the "Propertv"), specifically space (the 'E{edSf_Spagg Premises") on the rooftop or exterior walls of the LICENOR'S building (the "Buildine") for the installation, operation and maintenance of communications equipment. including without limitation, antennas and related equipment such equipment shall comprise the Smatl Cell System (as defined in the Agreement); together with Space (the "Buildinq Equipment Premises") within the Building for the installation, operation, maintenance, modification, replacement, and removal of communications equipment, including without limitation telecommunication cabinets, such equipment shall comprise the DAS Network (as defined in the Agreement); together with such additional space within the Building and on the exterior of the Building for the installation, operation and maintenance of Licensee Site Name: Collier County EMS & Collier County EMS Node Licensee Site Number; 9009057 & 9048101 I ④ wires, cables, fiber, conduits and pipes (the "eablfng-Spaee") running between and among the Exterior Space Premises and Building Equipment Premises and to all necessary electrical and telephone utility sources located within the Building or on the Property; together with the non-exclusive right of ingress and egress within the Building, seven (7) days a week, twenty four (24) hours a day; together with the nonexclusive right for ingress and egress, seven (7) days a week twenty-four (24) hours a day, on foot or motor vehicle, including trucks over or along the Property extending from the nearest public right-of-way, to the Building, and for the installation and maintenance of utility wires, poles, cables, conduits, fiber, and pipes over, under, or along the Property as set forth in the locations more particularly described in Exhibit "A", attached hereto and made a part hereof. The terms, covenants and provisions of the Agreement, the terms of which are hereby incorporated by reference into this Memorandum, shall extend to and be binding upon the respective successors and assigns of LICENSOR and LICENSEE. Signature Pages to Follow Licensee Site Name: Collier County EMS & Collier County EMS Node Licensee Site Number; 9009057 & 9048101 2 ① IN WI「ΠNESS WI―IEFu]OF, the Parties hereto have set their hands and afflxed their respectivc scals the day and year、vritten below. ATTEST: LICENSOR: DWIGHT E.BROCK,Clcrk COLLIER COUNTY,a political subdivision ofthc Statc of Florida Deputy Clerk By: Approved as to form and legality:Name: Penny Taylor Title: Chairman Date:By: By: 灘]」整配酔LLヽ ど WITNESSES:LICENSEE: VERIZON PERSONAL COMMUNICATIONS LP,a Delaware linlited partncrship d/b/a Verizon Wireless By: Name: Frank Wise Title: Executive Director - Network Field Engineering Date: Print Name: Print Name: Licensee Site Name: Collier County EMS & Collier County EMS Node Licensee Site Number: 9009057 & 9048101 3 STATE OF FLORIDA ) ) ACKNOWLEDGMENTCOUNTY OF HILLSBOROUGH ) I, , a Nota■y Public for said County and Statc, do hercby ccrti″that Fraよ ヽVise,personally camc bcお re me this day and acknowiedged that hc is the Executive Dircctor―Nct、vork Ficld Engincering of Verizon Wirclcss Personal Communications LP,a Dclaware limitcd partncrship d/b/a Verizon Wirclcss,and that he,as Exccutivc Dircctor‐Net、vork Field Engineering, bcing authorizcd to do so, cxCCutCd this Mcmorandum on behalf of Vcrizon Wirclcss Pcrsonal Communications LP,a Dclaware limited partncrship d/b/a Vcrizon Wirclcss WITNESS my hand and official Notarial Seal, this _ day of 2017 Notary Public My Commission Expires: Licensee Site Namel Conicr county EMS&Collicr County EMS Node Licensee Sitc Numberi 9009057&90481014 ③ EXHIBIT A Lcgal DescHption Licensor's Property: Lely Rcsort Phasc Two,thtt portion ofTract B dcscribcd in OR Book 2821,Pagc 688 Licensee Site Name: Collier County EMS & Collier County EMS Node Licensee Site Number: 9009057 & 9048101 5 ⑤ Liccnscc Sitc Namci Collier County Eヽ 4S&Collicr Coullty EMS Nodc Liccnscc Sitc Numbcr: 9009057&9048101 R:GHT OF ENTRY AGREEMENT THIS RIGHT OF ENTRY AGREEMENT(″Agreement″)′made as ofthe day of 2017′ between VERIZON VVIRELESS PERSONAL COMMUNICATIONS LP, a Delaware limited partnership d/b/a Verizon Wireless, with an address at One Verizon Way, Mail Stop 4AW100, Basking Ridge, New Jersey 07920 ("VERIZON WIRELESS") and COLLIER COUNTY, a political subdivision of the State of Florida, whose principal place of business is c/o Real Property Management, 3335 Tamiami Trail East, Suite 101, Naples, Florida 34112 (hereinafter referred to as "LICENSOR"). WITNESSETH: WHEREAS, LICENSOR owns or has the rights to certain real property in Collier County, Florida as identified in Exhibit A attached hereto and incorporated herein (the "Site"), and has the authority to grant the access permitted by this agreement, to the Site where VERIZON WIRELESS desires to construct a communications tower or collocate on an existing structure and to install related eq u ip me nt; WHEREAS, VERIZON WIRELESS and LICENSOR are in the process of negotiating an agreement for the lease or purchase of the Site, and in order for VERIZON WIRELESS to determine the viability and feasibility of the Site, VERIZON WIRELESS desires to enter upon and inspect the Site and/or to temporarily locate communications equipment on the Site to conduct short term radio propagation tests such that it can determine the suitability of the Site for its intended use; WHEREAS, as an accommodation to VERIZON WIRELESS, LICENSOR is willing to grant permission to VERIZON WIRELESS, its employees, agents or contractors, to enter onto the Site in order to conduct such investigations, under the terms and conditions stated herein. NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows: 1. LICENSOR grants to VERIZON WIRELESS a right of entry and license to enter upon the Site as identified on Exhibit A attached hereto and incorporated herein to conduct and perform boundary surveys, tree surveys, environmental testing, and radio propagation studies (the "Permitted Activities"). VERIZON WIRELESS' entry rights are specifically limited to the Permitted Activities and to the Site and shall not include any other activities or any other portion of the real property surrounding theC 364Licensee Site Name: Collier County EMS & Collier County EMS Node Licensee Site Number: 9009057 & 9048101 Site. VERIZON WIRELESS shall be responsible for any and all costs related to the Permitted Activities, including installation, operation and removal of equipment on the Site. VERIZON WIRELESS agrees to comply with all local, state and federal laws, rules and ordinances applicable to the Permitted Activities. VERIZON WIRELESS further agrees to exercise due care in the performance of all Permitted Activities on the Site, and not to unreasonably interfere with LICENSOR or any other party's activities on the Site. VERIZON WIRELESS agrees to indemnify and save LICENSOR, its employees, agents or contractors, harmless from and against any and all liability, damage, expense, claims, liens or judgments, resulting from injury to person or damage to property to the extent caused by the activities of VERIZON WIRELESS, its agents, employees, contractors, or invitees, upon the Site or any property surrounding the Site, including without limitation, the Permitted Activities, except to the extent such claims or damages may be due to or caused by the negligence or willful misconduct of the LICENSOR, or its employees, contractors or agents. This indemnification obligation shall survive the expiration or termination of this Agreement. Licensor shall: Provide prompt notice of any claim; reasonably cooperate with VERIZON WIRELESS in the management and defense of covered claims; and allow VERIZON WIRELESS to defend and manage any claim with employees, consultants, contractors and attorneys of its choosing. The term of this Agreement shall be from the date on which this Agreement has been executed by both LICENSOR and VERIZON WIRELESS to the earlier of LICENSOR and VERIZON WIRELESS entering into a Lease Agreement or consummation of a purchase with respect to the Site, or a decision by VERIZON WIRELESS that the site is unsuitable. ln the event this Agreement expires or is terminated without the existence of a fully executed lease agreement or consummation of a purchase for the Site, VERIZON WIRELESS will promptly remove any and all of its equipment from the Site and restore the Site to the a condition substantially similar to that which existing immediately prior to VERIZON WIRELESS' entry, damage not caused by VERIZON WIRELESS, reasonable wear and tea r, excepted. LICENSOR will ensure that VERIZON WIRELESS, its agents, employees, invitees, are granted access to the Site at the scheduled time(s) that the Permitted Activities will be performed. VERIZON WIRELESS shall not take any actions that unreasonably interrupt R7 Licensee Site Narr.re: Collier County EMS & Collier County EMS Node Licensee Site Number: 9009057 & 9048101 the normal operations of LICENSOR on the Site. VERIZON WIRELESS agrees that its Permitted Activities shall not cause interference to the use or en.loyment of the property of LICENSOR and any other parties or licensees located at the Site or neighboring landowners, including, but not necessarily limited to interference with radio communication facilities. ln the event that VERIZON WIRELESS' equipment or Permitted Activities cause such interference to such use or enjoyment, VERIZON WIRELESS agrees to promptly cease operations until such interference is removed by VERIZON WIRELESS, at its sole expense. 8. Neither party shall be responsible for lost profits or other consequential damages that may arise out of a breach of this agreement. This Agreement constitutes the entire understanding between the parties with respect to the activities contemplated by this Agreement. All prior agreements or understandings, whether oral or written, are superseded. This Agreement may be amended only by a witnessed document executed by the pa rties. This Agreement shall be governed by the laws of the State wherein the Site is located. iSiGNAT∪RE PAGEIMMEDIATELY FOLLOVVING〕910 ① Liccnscc Sitc Namc: Conicr county EMS&Collicr County EMS Nodc Liccnscc Sitc Numbcr: 9009057&9048101 1N Wl丁 NESS WHEREOF′the parties hereto have set their hands and affixed their respective seals the day and year first above written VER!ZON WIRELESS: VER!ZON WIRELESS PERSONAL COMMUNICATIONS LP, a Delaware limited partnershi p dlbl a V erizon Wireless Name: Frank Wise Title: Executive Director - Network Field Engineering Date: L!CENSOR: COLL!ER COUNTY′ the State of Florida a politica I subdivision of Name: Title: Date: 品語 E.BROCK O研k Approvcd as to lbrm an'l lcg'rlitY By: By: By:ルぐ綱tCollntⅢmψ ゞ淑 〇 ＼ン Licensee Site Name: Collier County EMS & Collier County EMS Node Licensee Site Number: 9009057 & 9048101 EXHIBIT A SITE TO BE TESTED SITE NAME SITE ADDRESS co er coun'lv EMS fliiiiitrffis:li::us;i:f,"il:,,,i#H,il,