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Agenda 04/11/2023 Item #16C 5 (License Agreement with American Towers, LLC, for the Collier County Water Sewer District to place an antenna on a privately-owned communications tower at the Big Corkscrew Island Fire and Rescue)04/11/2023 EXECUTIVE SUMMARY Recommendation to approve a License Agreement with American Towers, LLC, for the Collier County Water Sewer District to place an antenna on a privately -owned communications tower at the Big Corkscrew Island Fire and Rescue Station on Immokalee Road and authorize the Chair to sign the agreement. OBJECTIVE: To approve a License Agreement with American Tower, LLC, to place an antenna on the privately owned communications tower at the Big Corkscrew Island Fire and Rescue Station on Immokalee Road. CONSIDERATIONS: Wastewater Collections has the need to add telemetry equipment for the Lift Station SCADA system (DFS) for current and anticipated future communities being developed from a distance of more than ten miles from the North Radio Tower located at 6027 Shirley Street (Central Tower). Ideally, all stations should be within ten miles of the Central Tower. Currently, there is one lift station past the ten - mile range and another as far as 18 miles away, which is in the Skysail Community, 4056 Skysail Drive, Naples, FL 34120. Adding the antenna to the communications tower, owned by American Tower, will result in one hundred existing lift stations being located within the desired ten -mile range. This tower location will also provide the ability to add an additional two hundred lift stations in the future. The lease tenn will be for an initial term of ten years with three, additional five-year terms. The monthly rent for the first year will be $750 and shall be increased annually by four percent. The County shall be required to provide and pay for its use of electricity. The County shall pay the Lessor a one-time, non-refundable collation fee in the amount of $2,000.00 which will be payable concurrently with the submit of the application fee of $1,500 of which is attributable to the Site Inspection Fee and SSIF Fees, and $500 attributed to the Structural Analysis Fees. Any equipment design modification initiated by the County that occurs prior to the initial installation of County's approved equipment, or any subsequent modification thereto, shall result in an additional structural analysis fee of $1,500.00 per each design change. Risk Management has reviewed the insurance provisions contained in the Agreement. FISCAL IMPACT: The monthly rent of $750.00 and any fees required for the application process ($2,000.00, $1,500.00, and $500.00) shall be withdrawn from Fund 408, Cost Center 233351. GROWTH MANAGEMENT IMPACT: There is no impact to the Growth Management Plan. LEGAL CONSIDERATION: The License Agreement with American Tower, LLC, has been reviewed and approved by the Office of the County Attorney for legality. - RTT RECOMMENDATION: To approve a License Agreement with American Towers, LLC, for the Collier County Water Sewer District to place an antenna on a privately -owned communications tower at the Big Corkscrew Island Fire and Rescue Station on Immokalee Road and authorize the chair to sign the agreement. Prepared by: Jennifer A. Belpedio, Real Property Manager, Facilities Management Division ATTACHMENT(S) 1. Lease Agreement Final 3-7-2023 (PDF) I Packet Pg. 826 04/11/2023 COLLIER COUNTY Board of County Commissioners Item Number: 16.C.5 Doe ID: 24892 Item Summary: Recommendation to approve a License Agreement with American Towers, LLC, for the Collier County Water Sewer District to place an antenna on a privately -owned communications tower at the Big Corkscrew Island Fire and Rescue Station on Immokalee Road and authorize the Chair to sign the agreement. Meeting Date: 04/11/2023 Prepared by: Title: Property Management Specialist, Senior — Facilities Management Name: Michael Dowling 03/07/2023 2:59 PM Submitted by: Title: — Facilities Management Name: John McCormick 03/07/2023 2:59 PM Approved By: Review: Facilities Management John McCormick Director - Facilities Emergency Management Nathaniel Hinkle Additional Reviewer Facilities Management Jennifer Belpedio Manager - Real Property Public Utilities Planning and Project Management Matthew McLean Wastewater Robert Von Holle Additional Reviewer Public Utilities Department Drew Cody Level 1 Division Reviewer County Attorney's Office Ronald Tomasko Level 2 Attorney of Record Review Public Utilities Department George Yilmaz Level 2 Division Administrator Review Office of Management and Budget Debra Windsor Level 3 OMB Gatekeeper Review Corporate Compliance and Continuous Improvement Megan Gaillard Office of Management and Budget Laura Zautcke Additional Reviewer County Attorney's Office Jeffrey A. Klatzkow Level 3 County Attorney's Office Review County Manager's Office Dan Rodriguez Level 4 County Manager Review Board of County Commissioners Geoffrey Willig Meeting Pending Completed 03/07/2023 3:56 PM Completed 03/09/2023 3:04 PM Completed 03/13/2023 11:14 AM Additional Reviewer Completed 03/17/2023 4:46 PM Completed 03/27/2023 9:28 AM Completed 03/27/2023 11:00 AM Completed 03/27/2023 3:04 PM Completed 03/30/2023 10:36 AM Completed 03/30/2023 10:38 AM Additional Reviewer Completed 04/01/2023 8:07 PM Completed 04/03/2023 8:47 AM Completed 04/03/2023 9:19 AM Completed 04/04/2023 1:57 PM 04/11/2023 9:00 AM I Packet Pg. 827 1 LICENSOR SITE NAME i NUMBER: CORKSCREW FIRESTATION FL122910 LICENSEE SITE NAME � NUMBER� DFS Corkscrew Firehouse I DFS 215-850 LICENSE AGREEMENT ATC Contract No� This LICENSE AGREEMENT ("Agreement") is entered into as of the latter signature date hereof ("Effective Date") by and between American Towers LLC, a Delaware limited liability company, with a place of b u siness at 10 P residen tial Way, Wobu rn, MA 0 1801 (" Licensor r,) and Board of County Commissioners of Collier County Florida, as the Governing Board of Collier County as Ex-officio as the Governing Board of Collier County Water -Sewer District, with a place of business in care of Real Property Management. 3335 Tarniarrit Trail East, Naples, FL 34112("Licensee") TOWER FACILITY INFORMATION Site Name� CORKSCREW FIRESTATION FL Site Number: 22910 Address and/or location of Tower Facility: 13240 Immokalee Road, Naples, FL 34120-1468 Towe r Facility Coord i nates: Lat. 26' 16' 35.2 98" N26.2764 7170 Long. 8 1 0 36' 3- 904" W-81,6010843 3 n*]1tM;F-1;V1L411Cj ZQ BYAM9111 W-TAIR, • Licensee's local emergency contact (name and number)� Frank Inzano (239) 252-2597. • Licensor's local emergency contact: Network Operations Cornmunicat�ons Center (800) 830-3365- • Notices to Licensee shall be sent to Licensee's address above to the attention of Michael Fauth. • Notices to Licensor shall be sent to Licensor's address above to the @ttention of Contracts Manager • Licensor's Remittance Address. American Tower Corporation, 29637 Network Place. Chicago, IL 601373-1296� all payments shall include a reference to the Site Name and Site Number as identified above in Section 1. Ill. PERMITTED USE OF TOWER FACILITY BY LICENSEE � Transmitting and Receiving frequencies. See Exhibit A for specific frequencies. Antenna mount height on tower� See Exhibit A for specific location. All other permitted uses of the Tower Facility including Licensee's Approved Equipment, and the Licensed Space are further described in Section 4 of this Agreement and Exhibits A and B attached hereto. IV. FEES &TERM Monthly License Fee: Seven Hundred Fifty and 00/100 Dollars ($750.00), increased by the Annual Escalator on the first anniversary of the Commencement Date of this Agreement and each anniversary of the Commencement Date thereafter during the Term (as defined in Appendix 1). Annual Escalator Four percent (4%). Application Fee. N/A Relocation Application Fee: N/A Site Inspection Fee: N/A Inqial Term: A period of ten (10) years beginning on the Commencement Date. The "Commencement Date" shall be the earlier of� (i) the date of Licensor's issuance of a NTP or (ii) March 1, 2023. Renewal Terms. 3 additional periods of 5 years each Connection Fee (as described in Subsection 5(b))� NIA Electricity for operation of Approved Equipment is to be provided by (check one)� I Packet Pg. 828 1 LICENSOR SITE NAME i NUMBER- CORKSCREW FIRESTATION FL / 22910 LICENSEE SITE NAME i NUMBER - DFS Corkscrew Firehouse / DIPS 215-850 7 Licensor, with the cost of such electricity to be paid by Licensee at the initial rate of per month ("Utility Fee") subject to adjustment pursuant to Subsection 5(b)r OR M Licensee, at its sole expense. V. TERMS& CONDITIONS: The attached terms and conditions are incorporated herein by this reference VI. OTHER PROVISIONS - Other provision& (check one): EJ None M As listed below A, PCN/PCN Retention Fee/Cross-Default. Licensee, an Affiliate of Licensee or any entity or individual acting an behalf Licensee or an Affiliate of Licensee shall only issue Prior Coordination Notices ("KNs") for the Permitted Frequencies set forth in Exhibit A and shall not issue PCNs for any other frequencies at this Tower Facility or at any other tower facility owned and/or operated by Licensor unless Licensee has submitted an Application for use of the subject frequencies to Licensor for which a partially executed License Agreement shall be signed by Licensee and returned to L4ensor within sixty (60) days of the submittal of the Application. Licensee shall withdraw PCNs filed for any frequencies which are not licensed to Licensee by Licensor, no more than ten (10) days from the date of Licensee S withdrawal of an Application or Licensor's election to not process a Ucensee-submitted Application. Failure to comply with the terms of this Subsection A shall constitute an event of default pursuant to Section 21 hereof (a Default") for which the cure period is set forth in Section 21 B. Notwithstanding anything to the contrary in this Agreement, the offer expressed to Licensee in this Agreement shall automatically become null and void with no further obligation by either Party hereto if a structural analysis of the Tower Facility completed after the execution of this Agreement by Licensor but before the commencement of the installation of Licensee's Approved Equipment indicates that the Tower Facility is not suitable for Licensee's Approved Equipment unless Licensor and Licensee mutually agree that structural modifications or repairs shall be made to the Tower Facility on mutually agreeable terms. C_ In no event shall Licensee's use of the Tower Facility. or operation of any of its equipment thereonr be conducted in a manner that interferes with Licensor's lighting system located on any of the towers, building systems, orr in the event that Licensee's equipment is installed on the rooftop of a building, with eq u I pment of any kind u sed by bu i Id ing ten ants wh o a re not tena n ts of Licensor. I n the eve n t th a t such interference does occur, Licensee shall be solely responsible to reimburse Licensor for any and all costs required to modify and/or upgrade Licensor's lighting system, to comply with all necessary FAA/FCC regulations, as a result of said interference. D. 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 fede(al 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. E. Notwithstanding anything to the contrary contained herein, Licensee shall pay to Licensor a one-time non-refundable fee in the amount of Two Thousand and 00/100 Dollars ($2,000.00) (the "Collocation Fee") payable concurrent with the submission of the Application ($1,500-00 of which is attri b u table to S ite I nspecti o n Fee a nd S S I F Fee s. a nd S 500. 00 of wh ich is attri butable to Structura I Ana lysis Fee (as defined herein)). Notwithstanding the foregoing. any equipment design modification initiated by Licensee that occurs prior to the initial installation of Licensee's Approved Equipment or any subsequent modification thereto, shall result in an additional structural analysis fee of One Thousand Five Hundred and N o/1 00 Dollars ($1.500 - 00), per each desig n cha n ge - [Signatures appear on next page] I Packet Pg. 829 1 LICENSOR S ITE NAME ? NUMBER � CORKSCREW F I RE STATION FL 122910 LICENSEE SITE NAME I NUMBER: DFS Corkscrew Firehouse / OFS 215.850 IN WITNESS WHEREOF, each Party in consideration of the mutual covenants contained herein, and for other good and valuable consideration, intending to be legally bound, has caused this Agreement to be executed by its duly authorized representative as of the day and year written below� provided. however that this Agreement shall not become effective as to either Party until executed by both Parties. LICENSOR: LICENSEE: American Towers LLC. Board of County Commissioners of a Delaware limited liability company Collier County Florida, as the Governing Board of Collier County as Ex-officio as the Governing Board of the Collier County Water -Sewer District By- Name� Title: Date: By. Name� Rick LoCastro Title: Chairman Date: ATTEST Crystal K. Kinzel, Clerk of Courts By: r- 0 Deputy Clerk C14 a) 00 C14 Approved as to form and legalityi (Y) 04 CD 04 M U- E —j E 3 Packet LICENSOR SITE NAME I NUMBER: CORKSCREW FIRE STATION FL / 22910 LICENSEE SITE NAME I NUMBER. DFS Corkscrew Firehouse � OFS 215�850 TERMS AND CONDITIONS DEFINITIONS. Capitalized terms defined in the body of this Agreement are indexed by location in Appendix I attached hereto- Capitalized terms used 'in Agreement but not defined herein are defined in Appendix I. GRANT OF LICENSE. Subject to the terms of this Agreement, Licensor hereby grants Licensee a non-exclusive license to install, maintain and operate the Approved Equipment at the Licensed Space. All Approved Equipment shall be and remain Licensee's personal property throughout the Term of this Agreement. Licensor shall maintain the Tower Facility in good order and repair, wear and tear. damage by fire, the elements or other casualty excepted. In no event shall Licensee r. license as granted herein Include rights to use the air space above the Approved Equipment, and Licensor reserves the right to install, construct andfor operate additional improvements or equipment of Licensor or others above Licensee's Approved Equipment. including Licensee's shelter (commonly referred to as "stacking"), provided that such additional improvements or equipment do not materially and adversely interfere with the access to or operation of the Approved Equipment, including Licensee's shelter. Licensee is not required to utilize a stackable shelter. provided that, if Licensee opts to i nstak a she Iter th at is not stackable and if Licensor receiv es an off er to I ice n se the air space above Licensee's non-stackable shelter by a proposed subsequent user. Licensor may, at its election. upon thirty (30) days' prior written notice require Licensee to replace such non-stackable shelter with a stackable she lter of a com pa rable size, prov ided that the proposed su bseq ue nt user ag rees in writing to be wholly responsible for the cost of Licensee's shelter replacement. Subject to any limitations contained in the Ground Lease, Licensor grants Licensee a right of access to the Tower Facility 24 hours per day, 7 days per week during the Term. Licensor grants Licensee a designated location for the installation of Licensee's utilities over, under or across the Tower Facility (collectively, "Easement"). Licensee shall be responsible for any and all Damage or loss that results from the installation of any cables or utility wires by Licensee or any company or person retained by Licensee (including a public utility company), including, without limitationr any damage or loss that results from the accidental cutting of utility wires or cables of any other party operating at the Tower Facility. Licensor shall provide Licensee with one set of keys andior codes to access the Tower Facilfty. Licensee shall be responsible for ensuring that Licensor has. at all times, a complete and accurate written list of all employees and agents of Licensee who have been provided the keys or access codes to the Tower Facility. Licensor shall have the right to continue to occupy the Tower Facility and to grant rights to others to the Tower Facility in its sole discretion. Licensee shall have no property rights or interest in the Tower Facility or the Easement by virtue of this Agreement, If Licensor's right to license space on the Tower Facility to Licensee is subjlect to a right of first refusal for the benefit of a third party and if such third party exercises its right of first refusal prior to the Commencement Date. Licensor may terminate this Agreement upon written notice to Licensee - EXHIBITS With i n fo rty-five (45) d ay s fol I owing the Commencerne nt Date, Lice nsee sh a I I prov Idle Lice n sor with as-b u i It or construction drawings showing the Approved Equipment as installed in both hard copy and electronic form ("Construction Drawin such Construction Drawings shall include the location of any shelters, cabmets, grounding rings, cables, and utility lines associated with Licensee's use of the Tower Facility. Upon receipt. Licensor shall attach the Construction Drawings as Exhibit C hereto. In the event that Licensee fals to deliver the Construction Drawings as required by this Section, Licensor may cause such Construction Drawings to be prepared on behalf of Licensee and Licensor shall assess a fee for such Construction Drawings in an amount equal to one hundred twenty percent (120%) of the actual cost of obtaining the Construction Drawings including in-house labor- which upon invoicing shall become immediately due and payable by Licensee, In the event of inconsistency or discrepancy between (a) ExNbit A and Exhibit B hereto, Exhibit A shall govern, and (b) between Exhibit A (with respect to Approved Equipment and antenna locations) together with Exhibit B (with respect to Ground Space installation locations) and Exhibit C hereto, Exhibits A and B shall govern, notwithstanding any approval or signature by Licensor or its agents. Licensee hereby acknowledges and agrees that installation of the Approved 4 I Packet Pg. 831 LICENSOR SITE NAME I N UM BER� CDR KSCREW FI RESTATION FIL 122910 LICENSEE SITE NAME I NUMBER: OFS Corkscrew Firehouse I OFS 215.850 Equipment must be in strict accordance with the approved Construction Drawings and Exhibits A and B. Notwithstanding the forgoing, Licensee shall not infer nor shall acceptance of the Construction Drawings by Licensor be deemed to be a representation by Licensor that (i) such Construction Drawings or the plans and specifications described therein are in compliance with federalr state or local laws, ordinances, rules or regulations, (6) that such installation shall not cause impermissible or unlawful interference, or (ii!) that such installation is consistent with Licensee's permitted installation as specifically set forth in Exhibits A and 6 hereto. Subject to the terms of any Ground Lease. Licensee shall be permitted the non-exclusive right to install, maintain, operate, service, modify and/or replace its Approved Equipment at the Licensed Space. which Approved Equipment shall be utilized for the transmission and reception of wireless voice and data communications signals �suclh transmission and reception to be solely within the Permitted Frequencies, and, if the Permitted Frequencies include licensed spectrum, within the spectrum licensed to Licensee by the FCC). (f as of the Effective Date. Licensee's wireless business consists of a one-way network which requires only that signals be transmitted from the Tower Facility, then notwithstanding the foregoing sentence, Licensee's use of the Tower Facility under this Agreement shall be limited to the transmission of wireless voice and data communications signals from the Tower Facility. Licensee's permitted use with respect to the Licensed Space shall be limited solely to that enumerated in this Section. and, except pursuant to a separate agreement with Licensor. no person or entity other than Licensee shall have the right to install, maintain or operate its equipment or transmit or receive communications at. or otherwise use, the Licensed Space- 5. LICENSE FEES; TAXES; ASSESSMENTS. (a) Monthly License Fee- The Monthly License Fee as adjusted by the Annual Escalator. shall be payable in advance on the first day of each calendar month during the Term beginning upon the Commencement Date- If the Commencement Date is not the first day of a calendar month, the Monthly License Fee for any partial month shall be prorated on a daily basis (b) Utilities. (1) All utility services installed on the Tower Facility for the use or benefit of Licensee shall be made at the sole cost and expense of Licensee and shall be separately metered from Licensor's utilities. Licensee shall be solely responsible for extending utilities to the Tower Facility as necessary for the operation of the Approved Equipment and for the payment of utility charges including connection charges and security deposits incurred by Licensee. Licensee shall obtain and pay the cost of telephone connections, the installation of which shall be in compliance with the procedures for installation and maintenance of Approved Equipment set forth herein. 00 Interruptions in Service, Licensor shall not be liable in any respect for damages to either person or property nor shall Licensee be relieved from fulfilling any covenant or agreement hereof as a result of any temporary or permanent interruption of electrical service or of any common heating, ventilation and air conditioning system to the extent provided by Licensor Licensor shall use reasonable diligence to restore any interruption as promptly as practicable to the extent that Licensor can reasonably effect such restorationr but Licensee shall have no claim for damages. consequential or otherwise. on account of any interrupbon, Licensor has no obligation or responsibility to provide emergency or "backup" power to Licensee. (c) Taxes. (i) Property Taxes To the extent required by applicable law, Licensee shall be responsible for the reporting and payment when due of any tax directly related to Licensee's ownership or operation of the Approved Equipment and such reporting and payment shall be made directly to the 5 I Packet Pg. 832 1 LICENSOR SITE NAME I NUMBER CORKSCREW FIRESTATION FL 122910 LICENSEE SITE NAME I NUMBER. OFS Cotkscrew Firehouse / DFS 215.850 appropriate tax authorities. To the extent Licensee is not tax exempt, Licensee shall reimburse Licensor in full for any taxes assessed against Licensor but attributed to the Approved Equipment within thirty (30) days of Licensor's request for such reimbursement. Licensor shall pay all property taxes directly assessed against Licensor's property or for which Licensor is obligated to pay under the Ground Lease, provided. however. Licensee shall reimburse Licensee's pro rata share of such taxes. Licensee's pro rata share shall be determined by dividing such taxes evenly among all users Licensor has permitted to utilize any portion of the Tower Facility. Licensee shall reimburse Licensor for such taxes within thirty (30) days of Licensor's request for such reimbursement. Notwithstanding the foregoing, Licensor and Licensee acknowledge. Licensee as a governmental entity, is exempt from certain tax requirements pursuant to § 21208 Fla� Stat� (ii) Sales; Use and Other Taxes. Licensor shall be responsible for billing. collecting. reporting, and remitting sales, use and other taxes directly related to any Monthly License Fee or other payments received pursuant to this Agreement. Licensee shall be responsible for reimbursing Licensor for all such sales. use and other taxes billed related to any payments received pursuant to this Agreement Licensor shall add to the Monthly License Fee or any other payment then due and payable any associated sales, use or other tax, which shall be paid by Licensee at the same time and in the same manner as the Monthly License Fee or other payment due and payable under this Agreement (d) Federal Use Fees & Assessments. In the event that a particular Licensed Space is at a Tower Facility located on property which is owned by the Bureau of Land Management ("BILM") or the United States Forest Service ("USIFS"), Licensee shall reimburse Licensor for any and all fees or assessments attributable to this Agreement or Licensee's use of the Ucensed Space paid by Licensor to the BLM or USFS related to such Tower Fac0ity within thirty (30) days of Licensor's request for such reimbursement. (e) Restrictions on Reimbursement. Solely for the purposes of determining Licensee's portion of such taxes, fees, assessments or similar expenses as contemplated in this Section 5 or anywhere else in this Agreement, if any such amounts are determined in whole or in part on the income or profits (aside from gross revenues) of any person or entity, Licensor and Licensee shall agree on a fixed amount (subject to the Annual Escalator, which shall be applied in the same manner as it is applied to the Monthly License Fee), that shall be treated as such tax, fee, assessment or similar expense in lieu of the actual amount, which agreed to amount shall be set forth in an amendment to this Agreement M Payment Address. All payments due under this Agreement shall be made to Licensor at Licensor's Remittance Address shown on page I of this Agreement or such other address as Licensor may notify Licensee of in writing. (g) No Set -Off. All payments due under this Agreement shall be due without set-off, notice cou nterclai rn or dema nd from L icen sor to L icensee. (h) Effect of Partial Payment. No endorsement or statement on any check or letter accompanying a check for payment of any monies due and payable under the terms of this Agreement shall be deemed an accord and satisfaction, and Licensor may accept such check or payment without prejudice to its right to recover the balance of such monies 0( to pursue any other remedy provided by law or in this Agreement. TERM. (a) Initial Term. The Initial Term of this Agreement shall be as specified on page 1 (b) Renewal Term. The Term of this Agreement may be extended for each of the Renewal Terms as specified on page I of this Agreement. provided that at the time of each such renewal, (i) the Ground Lease remains in effect and has not expired or been terminated, (ii) Licensee is not in default hereunder and no condition exists which if left uncured would with the passage of time or the giving of notice result in 2 default by Licensee hereunder and (iii) the original Licensee identified on page 1 of this 9 Packet LICENSOR SITE NAME I NUMBER: CORKSCREW F IRESTATION FL 1229 10 LICENSEE SITE NAME I NUMBER OFS Corkscrew Firehouse I DFS 215.850 Agreement has not assigned. sublicensed, subleased or otherwise transferred any of its rights hereunder Provided that the foregoing conditions are satisfied, this Agreement shall automatically renew for each successive Renewal Term unless either Party notifies the other in writing of its intention not to renew this Ag ree me nt at least on e h u nd red eig hty (18 0) d ay s prior to th e e nd of the then ex isting Te rm. (C) Holdover Term. If Licensee fails to remove the Approved Equipment at the expiration of the Term, such failure shall be deemed to extend the Term of this Agreement on a month -to -month basis under the same terms and conditions herein except that (i) a monthly license fee shalt be due on or before the first day of every calendar month during such month -to -month term in an amount equal to one hundred fifty percent �150%) of the Monthly License Fee in effect for the last month of the Term prior to the commencement of such month -to -month term ("Holdover Fee"), such Holdover Fee to escalate annually on the anniversary of the Commencement Date by an amount equal to six percent (6%) of the Holdover Fee in effect for the month immediately prior to the month in which such escalation takes place, and (ii) the month -to -month extension shall be terminable upon fifteen (15) days' prior written notice from either Licensor or Licensee to the other� provided, however, nothing contained herein shall grant Licensee the unilateral right to extend the Term of this Agreement after the expiration of the Term- In addition to the monthly license fee payable to Licensor in the event of an extension under this Subsection S(c). Licensee agrees to indemnify and hold Licensor harmless from any Damages arising out of or in connection with the extension, the operation of the Approved Equipment at the Tower Facility and Licensee's failure to perform all of its obligations under this Agreement at the termination or earlier expiration of this Agreement. 7. COMMON EXPENSES. Licensee shall reimburse Licensor for Licensee's pro-rata share of all common expenses (the "Common Expens ,Ir) i ncurred by Lice n sor in the in sta I latio n, ope rabon, ma intenance and repai r of th e Tower Facil ity, including, but not limited to, the construction. maintenance and repair of a common septic system and field, insurance, common utilities and any and all other costs of operating and maintaining the Tower Facility, Notwithstanding the foregoing, the cost and expenses associated with any Damage which is directly attri but@ b [e to the acts or omissions of L ice nsee or L ice n see's contractors s h a 11 be borne solely by L icensee - Licensee shall not be required to pay any share of costs or expenses 'incurred to replace the Tower- In the event th at Licensee also I icen ses space with i n a bu i Id ing or she Iter own ed by Licensor a n the Tower Faci lity, Licensee shall also reimburse Licensor for its pro-rata share of all Common Expenses mcurred for the operation, maintenance, repair and replacement associated with such building or shelter, including, without limitation. the physical structure of the building. HVAC system, and common utility expenses. In the event that Licensee is connected to a generator or back-up power supply owned by Licensor. Licensee shall also reimburse Licensor for its pro-rata share of all expenses incurred for the operation, maintenance, repair and replacement associated with such generator, including, without limitation, fuel expenses. For the purposes of this Section, a " pro-rata share" of costs and expenses shall be determined based on the number of I icensees us ing th e Tower F acility (or with respect to a sha red sh elter or bu ilding, the n u mber of licen sees using Licensor's shelter or building) on the first day of the month in which an invoice is mailed to Licensee. Licensee shall reimburse Licensor for Common Expenses within thirty (30) days following receipt of an invoice from Licensor. 8. SITE INSPECTION. Concurrent with Licensee's delivery of a fully executed Agreement to Licensor, and before the date of any subsequent modifications to or installation of additional Approved Equipment, Licensee shall pay Licensor the Site Inspection Fee as defined on page 1 of this Agreement Licensee acknowledges that any site inspection performed by Licensor of Licensee's installation is for the sole purpose and benefit of Licensor and its affiliates, and Licensee shall not infer from or rely on any inspection by Licensor as assuring Licensee's installation complies with any Applicable Laws, that the installation was performed in a good. workma n I ike ma n ner or that s uch insta Ilation wi 11 not cause i mpermissible or u n lawfu I interfe rence - 7 I Packet Pg. 834 LICENSOR SITE NAME I NUMBER� CORKSCREW FIRESTATION FL 122910 LICENSEE SITE NAME I NUMRER� DFS Corkscrew Firehouse I DFS 215.850 9. LABELING Licensee shall identify its Approved Equipment, including its equipment cabinets and coaxial cable �at the top and bottom of the Tower) (unless such cabinet is located in a building or cabinet owned by Licensee) by labels with Licensee's name, contact phone number and date of installation. In the event that Licensee fails to comply with this provision and fails to cure such deficiency within ten (10) days of Licensor's written notice of such failure, Licensor mayr but is not obligated tar in addition to any other rights it may have hereunder, label the Approved Equipment and assess against Licensee a fee of $1,500 ("Labeling Fee"� which shall be payable to Licensor upon receipt of an invoice therefor- Licensor shall not be responsible to Licensee for any expenses or Damages incurred by Licensee arising from the interruption of Licensee's service caused by Licensor if Licensor is unable to identify the Approved Equipment as belonging to Licensee as a result of Licensee's failure to label such Approved Equipment. 10. IMPROVEMENTS BY LICENSEE (a) Installation and Approved Vendors- Prior to the commencement of Licensee's initial i ristailation, and agai n prior to a ny i nstal lation of any add itional eq u I pment, L icensee shai I s u bmit to Lice n sor and Manager for review and approval, detailed plans and specifications accurately describing all aspects of the proposed work relating to the construction, installation, relocation and reconfiguration of Licensee's Facilities on the Tower Licensee shall provide notice to Licensor no less than 5 days prior to the date upon which Licensee intends to commence Work at the Tower Facility, together with a construction schedule. so Licensor has the opportunity to be present during any such Work. Licensee shall not commence Work on the Tower Facility until Licensor issues to Licensee a NTP. Licensor shall issue a NTP only upon request from Licensee and receipt of the following complete and accurate documentation- (1) evidence that any contingencies set forth in the approval of Licensee's Application have been safisfied� (2) evidence that Licensee has obtained all required governmental approvals includingL but not limited to, zoning approvals, building permits. and any applicable environmenta,1 approvals including copies of the same. (3) a copy of the plans and specifications that have been approved by Licensor for the proposed equipment installation. (4) evidence that any party, other than Licensor but mcluding Licensee, that will be performing the Work are on Liicensor's app(oved vendor iist, with valid and current worker's compensation and general liability insurance certificates on file with Licensor naming Licensor as an additional insured and which otherwise satisfy the insurance coverage requirements set forth in Subsection 15(d) of this Agreement: and (5) a construction schedule. I n no event will a NTP be issued prior to the payment by Licensee of a Relocation Appl ication Fee when req u i red pu rsuant to S u bsection 1 G(c) of th is Ag reement. N otwith sta nd ing a n yth i n g to the contrary in this Agreement, Licensor reserves the right, in its sale discretion, to refuse to permit any person or company to climb the Tower, (b) Struc tu ra I A n a I ys i sil nte rfe re n c o A n a I ys is - Prior to the commence me In t of any Work on the Tower Facility by or for the benefit of Licensee, Licensor may, in -its reasonable discretion, perform or cause to be performed a structural analysis or require a professional engineer's certified letter to determine the availability of capacity at the Tower Facility for the installation or modification of any Approved Equipment and/or additional equipment at the Licensed Space by Licensee. Licensee agrees to remit payment to Licensor for all reasonable costs and expenses incurred by Licensor for such structural analysis or professional engineer's certified letter ("Structural Analysis Fee") within thirty (30) days following receipt of a n i nvoice from Licen sor. The foregoi ng ch a rge sh a I I be at Lice n sor's preva il i ng rates for the performa nce of sa me or the a mou n t L icensor's ven dor i s then ch a rg i ng LicenSOrr as a p pl icable. I n the event a structu ral analysis is performed after the execution of this Agreement but prior to the initial installation of the Approved Equipment, and such analysis indicates that the existing Tower cannot accommodate the proposed installation of Licensee's Approved Equipment thereon, Licensor shall notify Licensee that modification of the Tower is required and inform Licensee of the fee Licensor will charge Licensee to complete such modification (which fee shall be a reasonable estimate of Licensor's actual cost of making such modifications). Such modification shall become part of the Tower Facility and be Licensor's sole property, �f Licensee elects not to pay such fee. and Licensee and Licensor do not otherwise reach an agreement regarding the costs of such modification, Licensee may terminate this Agreement upon written notice to Licensor. Prior to the commencement of any initial or subsequent construction or installation on the Tower Facility by or for the benefit of Licensee and/or the modification of Licensee's Permitted Frequencies I Packet Pg. 835 LICENSOR SITE NAME IN UM BE R� CORKSCREW FIRESTATION FL/22910 LICENSEE SITE NAME I NUMBER. DFS Corkscrew Firehouse) DIFS 215-850 propagated from the Licensed Space. Licensor may elect to perform a shared site interference study (" SS I S") a nd Lice n see shal I pay Licen sor a fee of S 1, 600 - 00 per study (" SS IS Fee"), as adj u sted a n n u a Ily on the anniversary of the Commencement Date by a percentage rate equal to the Annual Escalator. This fee shall be payable at the time Licensee pays the Relocation Application Fee where required pursuant to Su lbsection 1 0(c) of thi s Ag reeme n t, or i m med i ate ly u pon rece ipt of n otice from L ice n sor that L icen sor ha s determined that a SSIS is required. In the event a SSIS is performed after the execution of this Agreement by Licensor but prior to the installation of Licensee's Approved Equipment. and such SSIS Indicates that the proposed installation of Licensee's Approved Equipment on the Tower is acceptabler such an indication in no way relieves Licensee of its obligations under Section 11 herein. (c) Equipment; Relocation, Modification, Removal. Licensor hereby grants Licensee reasonable access to the Licensed Space for the purpose of installing and maintaining the Approved Equipment and its appurtenances. Except as otherwise provided, Licensee shall be responsible for all site Work to be done on the Licensed Space or the Easement pursuant to this Agreement. Licensee shall provide all materials and shall pay for all labor for the construction, installation, operation, maintenance and repair of the Approved Equipment. Licensee shall not construct, install or operate any equipment or improvements on the Tower Facility other than those which are described on Exhibit A, alter the Permitted Frequencies, or alter the operation of the Approved Equipment. Licensee shall submit an Application. utilizing Licensor's then current form, to request the right to replace or modify its Approved Equipmentr alter the Permitted Frequencies or increase the Ground Space, which Application shall be accompanied by a Relocation Application Fee Licensor shall evaluate for approval the feasibility of Licensee's request, which approval shall be in Licensor's sole discreton. Licensee acknowledges that any such relocation or modification of the Approved Equipment may result in an increase in the Monthly License Fee. An amendment to this Agreement shall be prepared to reflect each addition or modification to Licensee's Approved Equipment to which Licensor has given its written consent and the resulting increase in the Monthly License Fee. if any. Licensee shall have the right to remove all Approved Equipment at Ucensee S sole expense on or before the expiration or earlier termination of the License provided Licensee repairs any damage to the Tower Facility or the Tower caused by such removal. Within thirty (30) days of the expiration or termination of this Agreement for any reason, Licensee shall: (i) remove the Approved Equipment and any other property of Licensee at the Tower Facility at Licensee's sole risk, cost, and expense� (ii) deliver the Licensed Space in substantially the same and in as good a condition as received (ordinary wear and tear excepted)-r and (iii) repair any damage caused by the removal of the Approved Equipment within ten (10) days of the occurrence of such damage. If Licensee fails to timely pay the Holdover Fee or does not re move its App roved Eq u ip men t with i n th irty (30) day s after the expi ratio n o r term i natio n of th is A9 ree me nt, (i) the Approved Equipment shall be deemed conclusively and absolutely abandoned by Licensee and anyone claming by, through. or under Licensee except for Hazardous Materials and waste and Approved Equipment containing Hazardous Materials and waste: and (ii) Licensor shall have the right to remove the Approved Equipment at Licensee's sole expense and dispose of such Approved Equipment in any manner Licensor so elects, and Licensee shall reimburse Licensor for its expenses upon demand without off -set. 11. RF INTERFERENCE/ USER PRIORITY (a) Definitions. For purposes of this Section 11. the following capitalized terms shall have the meanings set forth herein 00 Interference includes any performance degradation, misinterpretation, or loss of information to a radio communications system caused by unwanted energy emissions, radiations, or ind uctions, but shal I not i ncl ud e pe rmissi bl e I nterfere nce as def in ed by th e FCC, a n d in add ition, with reg a rd to Unlicensed Frequencies, congestion. 01) Licensed Frequencies are those certain channels or frequencies of the radio freq uency spectru m th at are I icen sed by the FCC i n the geograph ic area where the Tower Faci I Ity is I ocated - (iii) A Licensed User is any user of the Tower Facility, including Licensee, which transmits and/or receives Licensed Frequencies at the Tower Facility, but only with respect to such Licensed Frequencies. I Packet Pg. 836 1 LICENSOR SITE NAME I NUMBER CORKSCREW FIRESTATION FL / 229111 LICENSEE SiTE NAME / NUMBER. DFS Corkscrew Firehouse / DIFS 215.850 � iv) A Priority User is any Licensed User of the Tower Facility that holds a priority position in relationship to Licensee for protection from Interference, as determined in this Section 11. which status is subject to change as set forth herein. (v) A Subsequent User is any user of the Tower Facility that holds a subordinate position in relationship to Licensee for protection from Interference, as determined in this Section 11, which status is subject to change as set forth herein. (v i) Unlicensed Frequencies are those certain channels or frequencies of the radio frequency spectrum that are not licensed by the FCC and are available for use by the general public in the geographic area where the Tower Facility is located. (vii) An Unlicensed User is any user of the Tower Fadlity, inc)uding Licensee. which transmits andlor receives Unlicensed Frequencies at the Tower Facility, but only with respect to such Unlicensed Frequencies. (b) Information. Licensee shall cooperate with Licensor and with other lessees, licensees or occupants of the Tower Facility for purposes of avoiding Interference and/or investigating claims of Interference. Upon request, Licensee, within ten (10) days of Licensor's request, shall provide Licensor with a list of Licensee's transmit and receive frequencies and Approved Equipment specifications necessary to resolve or investigate claims of Interference. (c) Unlicensed Frequencies. Notwithstanding any other provision contained hereinr as a mo ng Licenso r, Licen see and othe r use rs of th e Towe r or Tower Faci I ity, (i) a n U n I icensed U ser s h a 11 have no priority with respect to any other FCC Unlicensed Users with respect to Interference: and (n) an Unlicensed User's rights and obligattris with respect to such Interference shall be determined and governed by FC C R u les a n d Reg u lations and a n y othe r Appl ica ble Law. Lcenso r expressly disclai rns any and all warranties and accepts no responsibility for management, mediation, mitigaton or resolution of Interference among FCC Unlicensed Users operating at the Tower Facility and shall have no liability therefor. (d) Licensed Frequencies, Subject to FCC Rules and Regulations and other Applicable Law, the Parties acknowledge and agree that the accepted industry standard for priority protection from I nterfere nce betwee n multple Lice nsed Users has bee in based on the prio rity of occ u pa ncy of each user to another user of the Tower or Tower Facility, which priority has been based on the order of submittal of its collocation Application by each user of the Tower or Tower Facility. Should the application of FCC Rules and Regulations and other Applicable Law not resolve any claims of Interference consistent with Subsections 11(e), 11(f) and 11(g) below, as among Licensor, Licensee and other users of the Tower Facility, (i) each Licensed User's priority shall be maintained so long as the Licensed User does not change the equipment andJor frequency that it is entitled to use at the Tower Facility at the time of its initial occupancy-, and (ii) Licensee acknowledges and agrees that if Licensee replaces its Approved Equipment or alters the radio frequency of the Approved Equipment to a frequency range other than as described on page 1 of this Agreement, Licensee will lose its priority position for protection from Interference with regard to Approved Equipment operating at the new frequency in its relationship to other Licensed Users which are in place as of the date Licensee replaces its Approved Equipment or alters its radio frequency, consistent with this Section 11. (e) Correction. 0) Licensee. Licensee agrees not to cause Interference with the operations of any other user of the Tower or Tower Facility and to comply with all other terms and provisions of this Section 11 imposed upon Licensee. If Licensor determines, in its reasonable discretion based on standard and accepted engineering practices, that Licensee r s Approved Equipment is causing Interference to the installations of Licensor or a Priority User, Licensee shall, within 48 hours of notification from Licensor, take such actions as are necessary to mitigate or eliminate the Interference, with the exception of ceasing Licensee's operations. If Licensee cannot mitigate or eliminate such Interference within the 48 hour period. 10 I Packet Pg. 837 1 LICENSOR SITE NAME/ NUMBER� CORKSCREW FIRESTATION FL122910 LICENSEE SITE NAME I NUMBER- DFS Corkscrew Firehouse / DFS 215.850 Licensor may file a complaint with the FCC (currently the FCC's Enforcement Bure@Ur Spectrum Enforcement Division) or if such other user of the Tower Facility which is subject to Interference from Licensee's Approved Equipment is a Priority User, then upon the request of such Priority User consistent with Licensor's contractual obligations owed to the Priority User, Licensor may require that Licensee turn off or power down its interfering Approved Equipment and only power up or use such Approved Equipment during off,peak hours specified by Licensor in order to test whether such Interference continues or has been satisfactorily eliminated. If Licensee is unable to resolve or eliminate, to the satisfaction of Licensor, such I nte rfe rence with i n thi rty (30) days fro m Lice n see's i n itial notificatio n thereof, Licen see wi 11 i mmed iate ly remove or cease operations of the interfering Approved Equipment. (i i) Licensor. Upon the request of Licensee, Licensor hereby covenants to take commercially reasonable efforts to prohibit a Subsequent User from causing Interference with the operations of Licensee to the extent Licensee is a Priority User pursuant this Section 11 - If Licensor determines, in its reasonable discretion based on standard and accepted engineering practices, that a Subsequent User's equipment is causing Interference to the installations of Licensee, upon Licensee's request, Licensor shall, within 48 hours of request, commence such actions as are necessary to mitigate or eliminate the Interference, with the exception of ceasing Subsequent User's operations. �iii) Government Users. Notwithstanding the foregoing, if another user of the Tower or Tower Faci lity is a govern men tal a ritity, Licensor shal I g ive such govern menta I entity written notice of th e Interference within 5 Business Days of Licensor's determination that such acbon is reasonably necessary. Licensor shall have the right to give the governmental entity 5 Business Days, or more as specified in the governmental site or occupancy agreement or as required by Applicable Law, from the receipt of such notice prior to Licensor being required to take any actions required by this Subsection 11(e) to cure such Interference. (f) FCC Requirements Regarding Interference- Nothing herein shall prejudice. limit or impair Licensee's rights under Applicable Law, including, but not limited to, FCC Rules and Regulations to redress any Interference independently of the terms of this Section 11. Notwithstanding anything herein to the contrary, the provisions set forth in this Section 11 shall be interpreted in a manner so as not to be inconsistent with Applicable Law, including, but not limited to, FCC Rules and Regulations and nothing herein relieves Licensee from complying with all Applicable Laws governing the propagation of radio frequencies and/or radio frequency interference. The Parties acknowledge that currently FCC Rules and Regulations govern the obligations of wireless telecommunication service providers with respect to the operation of equipment and use of frequencies. Consequently, the provisions set forth in this Section 11 are expressly subject to CFR, Title 47, including but not I�iirnited to Part 15. et seq, governing Radio Frequency Devices; Part 20. et seq, governing commercial mobile radio services ' Part 24, et seq, governing personal communications services- Part 90r et seq, governing private land mobile radio services, and Part 96, et seq, governing Citizens Bro�dband Radio Service. In addition, in accordance with good engineering practice and standard industry protocols, licensees employ a wide range of techniques and practices, including those involving the use of proper types of equipment as well those related to the adjustment of operating parameters, in a mutually cooperative effort to identify and mitigate sources of Interference. The obligation of Part 20 licensees, including, but not limited to, private paging. specialized mobile radio services, cellular radiotelephone service and personal communications services, to avoid Interference is set forth in 47 CFR Part 90, Subpart N — Operating Requirements, §90.403(e). Claims of Interference are ultimately cognizable before the FCCr s Enforcement Bureau, Spectrum Enforcement Division. Licensee shall observe good engineering practice and standard industry protocols, applying such commercially reasonable techniques as constitute best practices arnong licensees. in the deployment of their frequencies and the operation of the Approved Equipment- If Licensee deploys its frequencies or operates the Approved Equipment in a manner which prevents any other user of the Tower or Tower Facility from decoding signal imbedded in their licensed frequencies such that the Spectrum Enforcement Division makes a determination that Licensee is the cause of the Interference and Licensee fails or refuses to mitigate or eliminate the Interference within the time and in the manner prescribed by the Spectrum Enforcement Division r L censee shal I be defau It of th is Ag reement a nd the remed les set forth i n Section 2 2 s h al I app ly. 11 I Packet Pg. 838 LICENSOR SITE NAME I NUMBER. CORKSCREW FIRESTATION FL 122910 LICENSEE SITE NAME I NUMBER: OFS Corkscrew Firehouse I DFS 215.850 (9) Public Safety Interference. As of the Commencement Date, Licensor and Licensee are aware of the publication of FCC Final Rule, Private Land Mobile Services, 800 MHz Public Safety Interference Proceeding, Federal Register November 22, 2004 (Volume 69, Number 224), Rules and Regulations. Page 67823-67853 ("Final Rule"). Claims of Interference made by or against users which are public safety entities shall be in compliance with the Final Rule as and when effective. or otherwise in accordance with FCC Rules and Regulations. (h) AM Detuning. The parties acknowledge that the FCC Rules and Regulations govern the obligations of Licensee with respect to the operation of the Approved Equipment. Consequently, the provisions set forth in this Agreement are expressly subject to the FCC Rules and Regulations, including, but not limited to 47 C.F.R. §§ 27-63, 22,371 and 73-1692. Licensee agrees. at Licensee's sole cost, to comply with the foregoing as well as any and all other FCC Rules, Regulations and public guidance relating to AM detunmg as such provisions currently exist or are hereafter modified. Licensee shall be fully responsible for any pre and/or post installation testing for AM interference at the Tower Facility and for the installation of any new detuning apparatus or the adjustment of any existing detuning apparatus that may be necessary to prevent adverse effects on the radiation pattern of any AM station caused by the installation of the A pp roved Eq u ipment L icensee shall P(OV ide L icensor with written proof of s u ch compl iance . I n the event that L icensee determ i nes that pre or post -in sta Ilation testi ng for AM interference is n ot req uired at the Tower Facility. such a determination shall be at Licensee's sole risk- If Licensee or Licensor receives a complaint of interference from an AM broadcast station after the Approved Equipment is added to a Tower or a Tower is modified to accommodate Licensee, Licensee shall eliminate such interference within thirty (30) calendar days of the receipt of such complaint, Licensee's failure to eliminate such interference within such thirty (30) day period shall constitute a default under this Agreement and Lcensor shall have the right to eliminate such interference at Licensee's expense. Licensee further agrees to indemnify Licensor in the event th at Licensee's failure to comply with the FCC Ru les a nd Reg u latbns prio r to i n stal lation/mod ification of the Approved Equipment results in any administrative investigation, proceeding or adjudication with respect to Licensor 12. SITE RULES AND REGULAT;ONS Licensee agrees to comply with the reasonable rules and regulations established from time to time at the Tower Facility by Licensor, which may be modified by Licensor from time to time upon receipt by Licensee of such revised rules and regulations. Such rules and regulations will not unreasonably interfere with Licensee's use of the Licensed Space under this Agreement, 13. DESTRUCTIW CONDEMNATION. (a) Destruction. If the Tower or other portions of the improvements at the Tower Facility owned by Licensor are destroyed or so damaged as to materially interfere with Licensee's use and benefits from the Licensed Space, Licensor or Licensee shall be entitled to elect to cancel and terminate this Agreement on the date of such casualty and any unearned Monthly License Fee paid In advance of such date shall be refunded by Licensor to Licensee within thirty (30) days of such termination date. Notwithstanding the foregoing, Licensor may elect, in its sole discretion, to restore the damaged improvements, in which case Licensee and Licensor shall remain bound to the terms of th Is Agreement but Licensee shal I be entitled to a n a batement of -the Mo nth [y L icense Fee d u ring the loss of use - I f the Tower is so damaged that reconstruction or repair cannot reasonably be undertaken without removing the Approved Equipment, then (i) Licensor may, upon giving written notice to Licensee, remove any of the Approved Equipment and interrupt the signal activity of Licensee, (ii) Licensee may, at Licensee's sole cost and expense, install temporary facilities pending such reconstruction or repair. provided such temporary facilities do not interfere with the construction, rebuilding or operation of the Tower, (iii) Licensor agrees to provide Licensee alternative space, if available, on the Tower or at the Tower Facility during such reconstruction/repair period and (iv) should Licensor not substantially restore or replace the Tower in a fashion sufficient to allow Licensee to resume operations thereon within 6 months of the date of casualty, provided that such 6 month period shall be automatically extended for so long as Licensor has commenced and diligently continues to restore or replace such Tower, and Licensee's operation has been materially 12 Packet Pg. 839 LICENSOR SITE NAME / NUMBER CORKSCREW FIRESTATION FL / 2291 C- LICENSEE SITE NAME / NUMBER- DFS Corkscrew Firehouse / DIFS 215.850 L disrupted for sixty (60) or more consecutive days. then Licensee, upon thirty (30) days prior written notice to LicenSOrr may terminate this Agreement. (b) Condemnation- If the whole or any substantial part of the Tower Facility shall be taken by any public authority under the power of eminent domain or in deed or conveyance in lieu of condemnation so as to materially interfere with Licensee's use thereof and benefits from the Licensed Space, then this Agreement shall terminate on the part so taken on the date of possession by such authority of that part. and Licensor or Licensee shall have the right to terminate this Agreement and any unearned Monthly License Fee paid in advance of such termination shall be refunded by Licensor to Licensee within thirty (30) days following such termination. Notwithstanding the foregoing, Licensor may elect to rebuild the Tower or other improvements affected by such condemnation at an alternate location or property owned, leased or managed by Licensor. in which case Licensee and Licensor shall remain bound hereby Upon such relocation of the Tower or improvements, the Licensed Space shall be modified to include the new Tower or improvements and the property on which the same are located and this Agreement shall be amended accordingly to clarify the rights of Licensor and Licensee with respect to the Licensed Space - Licensee agrees not to make a claim to the condemning authority for any condemnation award to the extent such claim shall diminish or affect the award made to Licensor with regard to such condemnation. (c) License Fee Abatement. The Monthly License Fee with respect to the affected Tower Facility shall be abated during any period that the Tower has not been restored following an event described in Subsections (a) or (b) above so long as Licensee is unable to continue to operate from a temporary location at the Tower Facility during any period of restoration. 14. COMPLIANCE WITH LAWS. Licensor shall be responsible for compliance with any marking and lighting requirements of the FAA and the FCC applicable to the Tower Facility, provided that if the requirement for compliance results from the presence of the Approved Equipment on the Tower, Licensee shall pay the costs and expenses therefor (including any lighting automated alarm system so required)i. Licensee has the responsibility of carrying out the terms of Licensee's FCC license with respect to tower light observation and notification to the FAA if those requirements imposed on Licensee are in excess of those required of Licensor. Notwithstanding anything to the contrary in this Agreement, Licensee shall at all times comply with all Applicable Laws and ordinances and all rules and regulations of municipal, state and federal governmental authorities relating to the installation. maintenance, location, use, operation, and removal of the Approved Equipment and other alterations or improvements authorized pursuant to the provisions of this Agreement. 15. INDEMNIFICATION; INSURANCE. (a) Mutual Indemnity. Subject to the mutual waiver of subragation set forth in Section 27, Licensee and Licensor each indemnifies. the other against and holds the other harmless from any and ail costs. demands. Damages, suits. expenses, or causes of action (including reasonable attorneys' fees and court costs) which arise out of the use and/or occupancy of the Licensed Space by the Indemnifying Party, This indemnity does not apply to any Claims to the extent arising from the gross negligence or intentional misconduct of the Indemnified Party- (b) Limits on Indemnification- Neither Party shall be responsible or liable to any of the foregoing Indemnified Parties for any Damages arising from any claim to the extent attributable to any acts or omissions of other licensees or users occupying the Tower Facility or for any structural or power failures or destruction or damage to the Tower Facility except to the extent caused by the sole, joint, or concurrent gross negligence or willful misconduct of such Party. (c) Survival- The provisions of this Section 15 shall survive the expiration or earlier termination of this Agreement with respect to any events occurring on or before expiration or termination of same whether or not Claims relating thereto are asserted before or after such expiration or termination. 13 I Packet Pg. 840 1 LICENSOR SITE NAME I NUMBER CORKSCREW FtRESTATION FIL 122910 LICENSEE SITE NAME i NUMBER. DIFS Corkscrew Fitehoose I DFS 215.850 (d) Insurance. Licensor and Licensee shall keep in full force and effect, during the Term of this Agreement. insurance coverage in accordance with Appendix 11 attached hereto 16. LIMITATION OF PARTIES' LIABILITY. NEITHER LICENSOR NOR LICENSEE SHALL BE RESPONSIBLE FOR. AND HEREBY WAIVES ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES INCURRED RESULTING FROM (i) LICENSEE's USE OR LICENSEE'S INABILITY TO USE THE TOWER FACILITY, OR (0) DAMAGE TO THE OTHER-S EQU�PMENT. If Licensor shall fail to perform or observe any term, condition, covenant or obligation required to be performed or observed by it under this Agreement or is charged with an indemnity obligation hereunder, and if Licensee shall, as a consequence thereof, recover a money judgment against Licensor (whether compensatory or punitive in nature), Licensee agrees that it shall look solely to Licensor's right, title and interest in and to the Tower Facility and the Tower for the collection of such judgment, and Licensee further agrees that no other assets of Licensor shall be subject to levy, execution or other process for the satis (action of Lice n see's j udg me n t, and that Licensor sh a 11 not be person a I ly I iable for a n y def i cie n cy. 117� DISCLAIMER OF WARRANTY. LICENSOR HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ASSOCIATED WITH THE TOWER FACiLITY OR THE TOWER. LICENSEE HEREBY ACCEPTS THE TOWER FACILITY 'AS IS, WHERE IS, WITH ALL FAULTS." 18. NOTICES. All notices, demands, approvals, requests and other communications shall be in writing to such Party at the address listed in the introductory paragraph of this Agreement (and in each case. in the event of notice to Licensor. with a copy of such notice to American Towers LLC, 116 Huntington Avenue, Boston, MA 02116. Attentlon- General Counsel) or at such other address as Such Party shall designate by notice to the other Party hereto 'in accordance with this Section 18 (the "Notice Address") and may be personally delivered, mailed, via United States certified mail, return receipt requested, or transmitted by overnight courier for next Business Day deliveryL and, if not delivered personally, shall be deemed to be duly given or made 2 Business Days after deposit with the applicable carrier or courier. Notices will be deemed to have been given upon either receipt or rejection. Notwithstanding the forego�ng, (i) any notice that is given by a Party may be given by the attorneys for that Party and shall be deemed effective for all purposes herein, and (iii) only notices, letters. documents, or instruments threatening to declare or declaring such addressee or recipient in default under this Agreement shall be required to be sent to the attorneys representing such addressee or recipient, if the name and address of such attorney is provided for herein. 19. ASSIGNMENT; SUBLEASING. Licensee may not. directly or indirectly, assign this Agreement as a whole, or any portion of Licensee's rights, title and interests hereunder without Licensor's prior written consent. In no event may Licensee sublet, sublease, or permit any use of the Tower Facility or Licensed Space by any other party. Any perm itted assig nee s h a 11 ex pressly assu me, a nd become bou nd by, a 11 of L ticensee's o bl ig atio n s u nder th i s Agreement. Licensor may freely assign, transfer, or sublease this Agreement and, in such event. Licensor shall be relieved of all of its obligations under this Agreement from and after the date of such assignment or transfer. Licensee shall pay Licensor a fee of $500.00 (which fee shall increase annually on each anniversary of the Commencement Date by a percentage rate increase equal to the Annual Escalator) in each instance in which Licensee requests Licensor to consent to an assignment of this Agreement or in which Licensee seeks an estoppel certificate, non -disturbance agreement, subordination agreement or other similar agreement to defray the administrative cost incurred by Licensor to process such requests, prepare and process any necessary documentation, and modify its database and other information systems to reflect any such agreement. Such fee is due upon submiss:ion of Licensor's request and is hereby deemed fully earned by Licensor upon receipt- Notwithstanding anything to the contrary. Licensor may condition its consent to any assignment, on among other things, (i) requiring that the assignee execute a 14 Packet Pg. 841 LICENSOR SITE NAME) NUMBER: CORKSCREW FIRESTATION FL 122910 LICENSEE SITE NAME I NUMBER: DFS Corkscrew Firehouse � DFS 215-850 new form of license agreement so long as the Monthly License Fee and Initial and Renewal Terms of such agreement are consistent with those set forth in this Agreement. and (4) requiring the assignee to demonstrate that it maintains at the time of such assignment, as evidenced by current financial statements provided to Licensor, a financial position reasonably demonstrating the ability of such assignee to meet and perform the obligations of Licensee hereunder through the unexpired balance of the then current Initial Term or Renewal Term. Any purported assignment by Licensee in violation of the terms of this Agreement shall be void. This Agreement shall be binding upon the successors and permitted assigns of both Parties- 20. SUBORDINATION TO GROUND LEASE. The Parties acknowledge and agree that in the event Licensor's rights in the Licensed Space and/or any part of the Tower Facility is derived in whole or part pursuant to an underlying lease, sublease, permit. easement or other right of use agreement (a "Ground Lease"), all terms, conditions and covenants contained in this Agreement shall be specifically subject to and subordinate to the terms and conditions of the applicable Ground Lease. In the event that any of the provisions of the Ground Lease are in conflict with any of the provisions of this Agreement (other than those provisions relating to the length of term, termination Tights or financial consideration), the terms of the Ground Lease shall control Further, Licensee agrees to comply with the terms of such Ground Lease as applicable to the access and occupancy of the Ucensed Space- Notwithstanding anything contained in this Agreement to the contrary, if the Ground Lease expires or is terminated for any reason, this Agreement shall terminate on the effective date of such termination and Licensor shall have no liability to Licensee as a result of the termination of this Agreement. Licensor is under no obligation to extend the term of or renew the Ground Lease. Licensor shall give Licensee written notice of such termination or expiration of this Agreement as a result of the termination or expiration of the Ground Lease as soon as practicable- Unless prohibited by the terms of such Ground Lease, upon Licensee's written request, Licensor shall provide a copy of any applicable Ground Lease with the economic terms and othe r te rms that Lice nsor dee ms reasonably con fiden tia I redacted . 21 DEFAULT The occurrence of any of the following instances shall be considered to be a default or a breach of this Agreement by Licensee � (I) an y fa il u re of L icen see to pay th e Month ly Lice n se Fee r or a ny othe r charg e for which Licensee has the responsi bil ity of pay me nt u nde r th is Ag Feement, with in th i rty (30) Busi n ess D ays of the date following written notice to Licensee from Licensor, or its designee, of such delinquency, it being understood, however, that Licensor is obligated to provide such notice only two times in each calendar year, and the third instance of the failure to pay the Monthly License Fee or any other charge shall be an immediate default without notice to Licensee if not paid within thirty (30) Business Days of the date when due ' (ii) except for a PCN Default for which the cure period is set forth in clause (1v) belOWr any failure of Licensee to perform or observe any term, covenant, provision or condition of this Agreement which failure is not corrected or cured by Licensee with -in thirty (30) days of receipt by Licensee of written notice from Licensor, or its designee, of the existence of such a default� except such thirty (30) day cure period shall be extended as reasonably necessary to permit Licensee to complete a cure so long as Licensee commences the cure within such thirty (30) day cure period and thereafter continuously and diligently pursues and completes such cure. (ii!) failure of Licensee to abide by the Interference provisions as set forth i n Section 11 1 (iv) a PC N Defa u It occu rs that Licen see fai Is to cu re withi n thi rty (30) day s of Licen sor's written notice to Licensee, or its designee of the existence of such default� (v) Licensee shall become bankrupt, insolvent or file a voluntary petit -ion in bankruptcy, have an involuntary petition in bankruptcy filed against Licensee which cannot be or is not dismissed by Licensee within sixty (60) days of the date of the filing of the involuntary petition, file for reorganization or arrange for the appointment of a receiver or trustee in bankruptcy or reorgawation of all or a substantial portion of Licensee's assets, or Licensee makes an assignment for such purposes for the benefit of creditors, (vi) this Agreement or Licensee's interest herein or Licensee's interest in the Tower Facility are executed upon or attached-, (vii) Licensee commits or fails to perform an act which results in a default under or nonconformance with the Ground Lease by Licensor and the same shall not be cured within thirty (30) days(or such shorter time as permitted under the Ground Lease to cure) of the date following written notice to Licensee from Licensor, or its designee, of such default. or (viii) the imposition of any lien on the Approved Equipment except as may be expressly authorized by this Agreement, or an attempt by Licensee or anyone claiming through Licensee to encumber Licensor's 15 I Packet Pg. 842 LICENSOR SITE NAME I NUMBER CORKSCREW FIRESTATION FL / 22910 LICENSEE SITE NAME I NUMBER. DFS Corkscrew Firehouse i DFS 215.850 interest in the Tower Facility. and the same shall not be dismissed or otherwise removed within thirty (30) days of written notice from Licensor to Licensee. 22. REMEDIES. In the event of a default or a breach of this Agreement by Licensee and after Licensee's failure to cure the same within the time allowed Licensee to cure such default, if applicable, then Licensor may, in addition to all other rights or remedies Licensor may have hereunder at law or in equity. (i) terminate this Agreement by giving written notice to Licensee. stating the date upon which such termination shall be effective. acceierating and declaring to be Immediately due and payable the then present value of all Monthly License Fees and other charges or fees which would have otherwise been due Licensor absent a breach of this Agreement by Licensee, discounted by an annual percentage rate equal to five percent (5%), (J) terminate electrical power to the Approved Equipment, and/or (iii) remove the Approved Equipment without being deemed �iable for trespass or conversion and store the same at Licensee's sole cost and expense for a period of thirty (30) days after which the Approved Equipment, other than Hazardous MaterialSr will be deemed conclusively abandoned If not claimed by Licensee. Licensee shall pay all reasonable attorney's fees, court costs, removal and storage fees (including any damage caused thereby), and other items of cost reasonably incurred by Licensor in recovering the Monthly License Fee or other fee or charge. Licensee shall not be permitted to claim the Approved Equipment until Licensor has been reimbursed for removal and storage fees. Past due amounts under this Agreement will bear interest from the date upon which the past due amount was due until the date paid at a rate equal to eighteen percent (18%) per annunn, or at a lower rate if required by law in the state in which this Agreement is to be performed. In additionr Licensee shall be assessed a late payment fee equal to twenty-five percent (25%) of the then -current Monthly License Fee for any payment or reimbursement due to Licensor under this Agreement which is overd u e by ten (10) d a ys or more and such fee s ha I I be assessed for each th I rty � 30) day pe riod therea fter that any such amount (or portion thereof) remains unpaid- 23. GOVERNMENTAL APPROVALS; PERMITS In the event that any governmental permit, approval or authorization required for Licensor's use of, operation of. or flght to license space to Licensee at the Tower Facility is terminated or withdrawn by any governmental authority or third party as part of any governmental, regulatory, or legal proceeding, Licensor may terminate this Agreement- Licensee hereby agrees that in the event of a governmental or legal order requiring the removal of the Approved Equipment from the Tower, the modification of the Tower, or the removal of the Tower, Licensee shall remove the Approved Equipment promptly, but in no event later than the date required by such order, at Licensee's sole cost and expense. Licensor shall cooperate with Licensee I n L icensee's efforts to obta i n any pe rmits or oth e r a pproval s th at may be necessa ry for Lice n see's installation and operation of the Approved Equipment, provided that Licensor shall not be required to expend any funds or undertake any liability or obligation in connection with such cooperation. Licensor may elect to obtain such required approvals or permits on Licensee's behalf. at Licensee's sole cost and expense. In no event may Licensee encourage, suggest, participate in of permit the imposition of any restrictions or additional obligations whatsoever on the Tower Facility or Licensor's current or future use or ability to license space at the Tower Facility as part of or in exchange for obtaining any such approval or permit, In the event that Licensee's shelter or cabinets are installed above a third -party or Licensor -owned shelter or building, Licensee shall be solely responsible for obtaining any required approvals, or permits in connection with such shelter or cabinet installation, excepting the consent of other users at the Tower Facility and/or the ground landlord which shall remain the sole responsibility of Licensor where required. 24. REPLACEMENT OF TOWER]RELOCATION OF APPROVED EQUIPMENT (a) Replacement of Tower. Licensor may, at its election, replace or rebuild the Tower or a portion thereof. Such replacement will (1) be at Licensor's sole cost and (ii) not result in an interruption of Licensee's communications services beyond that which is necessary to replace the existing Tower If Licensee, in Licensee's reasonable discretion, cannot operate the Approved Equipment from the existing Tower during such replacement or rebuild of the Towe(r Licensee may establish. at Licensee's sole cost, a temporary facility on the Tower Facility to provide such services as Licensee deems necessary during any such irp I Packet Pg. 843 1 LICENSOR SITE NAME I NUMBER CORKSCREW FIRESTATION FL 122910 LICENSEE SITE NAME I NUMBER. DFS Corkscrew Frehouse I DFS 215-850 construction by LIcensor so long as adequate space is then available- The location of such temporary facilities shall be subject to Licen sor' s approval . The Month ly License Fee d ue hereunder sh al I be abated for any period during which Licensee is prevented from broadcasting from the existing Tower due to such replacement or relocation. At the request of either Party, Licensor and Licensee shall enter into an amendment to this Agreement to clarify the rights of Licensor and Licensee to the new Tower Facility- (b) Relocation of Approved Equipment. In the event another Paying Carrier (as hereinafter defined) desires to occupy the space on the Tower (which includes any necessary vertical separation as determined by Licensor) where Licensee's Approved Equipment is then located (the "Trigger Condition"). Licensor reserves the right to reqwre Licensee to decide whether to (i) terminate this Agreement, (m) relocate Licensee's Approved Equipment located at the Tower Facility, at Licensee's sole cost and expense. to another antenna mount height on the Tower, or (iii) increase the Monthly License Fee to that which would initially be paid by the Paying Carrier ("Paying Carrier Rate'), all in accordance with the terms and provisions provided in this Subsection 24(b). Upon the Trigger Condition occurring, Licensor may notify Licensee in writing ("Relocation Notice") that the Trigger Condition has occurred and if other spaces or antenna mount heights are available to accommodate Licensee's Approved Equipment on the Tower (without the requirement of any improvements to the Tower by Licensor), indicate which other spaces or antenna mount heights are so available and, also, indicate the Paying Carrier Rate. Within ten (10) Business Days of Licensee r s receipt of the Relocation Notice, Licensee will be required to inform Licensor in writing of its election either to (A) increase the Monthly License Fee to the Paying Carrier Rate (which would thereafter be subject to escalation of the Monthly License Fee generally as otherwise provided in this Agreement) and continue to occupy the same space or antenna mount height on the Tower: (B) provided other spaces or antenna mount height are available on the Tower, relocate Licensee's Approved Equipment to one of the other such spaces or antenna mount height as specified in the Relocation Notice: or (C) remove Licensee's Approved Equipment from Tower and terminate this Agreement. If Licensee elects option (A), then such election shall be effective and the Monthly License Fee shall increase effective upon the eleventh Business Day after Licensee's receipt of the Relocation Notice without further act or deed. If Licensee elects option (B), if such option is available, and notifies Licensor that it elects to relocate its Approved Equipment to a particular antenna mount height or space specified in the Relocation Notice, Licensee shall have forty-five (45) days of Licensee's receipt of the Relocation Notice to relocate its Approved Equipment on the Tower to such elected space or antenna mount height at Licensee's sole cost and expense, such relocation to be subject to all of the terms and conditions of this Agreement otherwise imposed. If Licensee elects or is deemed to elect option (C), Licensee will remove its Approved Equipment from the Tower Facility within forty-five (45) days of Licensee's receipt of the Relocation Notice, such removal to be subject to all terms and conditions of this Agreement otherwise imposed- If Licensor fails to receive notice from Licensee within such ten (10) Business Day period as to whether Licensee elects option (A), (B) or (C), then Licensee shali be deemed conclusively to have elected option (C). If Licensee elects option (B) or elects or is deemed to elect option (C), if Licensee fails to relocate or remove the Approved Equipment within such time period as required above, TIME BEING OF THE ESSENCE, then the Approved Equipment shall be deemed conclusively and absolutely abandoned by Licensee and anyone claiming by. through, or under Licensee except for Hazardous Materials and waste and equipment containing Hazardous Materials and waste, which shall be removed by Licensee from the Tower Facility immediately. and Licensor shall have the right to remove the Approved Equipment at Licensee's sole expense and dispose of such Approved Equipment in any manner Licensor so elects, and Licensee shall reimburse Licensor for its expenses upon demand without off -set. For purposes of this Subsection, a "Paying Carrier" is a paying carrier or potential licensee of Licensor which. through a written Application or offer, offers to monetarily compensate Licensor for the right to use the space on the Tower included in the Licensed Space. (c) Tower Removal: If during the terrn of this Agreement Licensor determines based on engineering structural standards generally applied to communications towers that the Tower is or has become structurally unsound such that pursuant to generally accepted industry safety standards the Tower or a portion thereof must be removed. then. upon ninety (90) days'prior written notice to Licensee, Licensor may r in its sole discretion either (i) remove the Tower and terminate this Agreement effective as of the date of such removal, or �ii) modify the Tower and relocate Licensee's Approved Equipment to an alternative location on the modified Tower. If Licensee and Licensor are not able to agree on an alternative location 17 Packet Pg. 844 Ll CENSOR SITE NAME / N UMBER. CORKSCREW F I RESTAT[ON FL / 229 10 LICENSEE SITE NAME / NUMBER: DFS Corkscrew Firehouse � DFS 215 650 on the modified Tower for the installation of Licensee r s Approved Equipment within the foregoing ninety (90) day notice period, then Licensee or Licensor may elect to terminate this Agreement. 25. EMISSIONS. If antenna power output (`RF Emissions") is presently or hereafter becomes subject to any restrictions imposed by the FCC or other governmental agency for RF Emissions standards on Maximum Permissible Exposure ("MIRE") limits, or if the Tower Facility otherwise becomes subject to federal, state or local rules, regulations. restrictions or ordinances, Licensee shall comply with Licensor's reasonable requests for rnod ifications to the Approved Eq u ipment wh ich a re reason a b ly necessary for L ice nsor to cc mp ly with such limits, rules, regulations, restrictions or ordinances and Licensor shall use commercially reasonable efforts to cause all other licensees of the Tower Facility to promptly comply. If Licensor requires an engineer-Ing evaluation or other power density study be performed to evaluate RIF Emissions compliance with MPE limits, then all reasonable costs of such an evaluation or study shall be paid proportionately by Licensee and al) other licensees of the Tower within thirty (30) days of Licensor's request therefor, If said study or a study sponsored by any governmental agency indicates that RIF Emissions at the Tower Facility do not comply with MPE limits. then Licensee and Licensor, each for itself, shall immediately take any and all steps necessary to ensure that it is individually in compliance with such limits, up to and including cessation of operation, until a maintenance program or other mitigating measures can be implemented to comply with MPE and in addition. Licensor shall use commercially reasonable efforts to cause all other licensees of the Tower to take similar steps necessary to ensure that they are individually in compliance with such limits 4-�tl[hril ZISILIMIQ 1111-14 Licensee covenants that it will not use, store. dispose, or release any Hazarcous Suostances on trie Tower Facility in violation of Applicable Law. Licensee agrees to indemnify and save harmless Licensor against any and all Claims, liabilities, causes of action, Damages, orders, judgments, and clean-up costs arising from Licensee's breach of any of the covenants contained in this Section 26, The obligations of Licensee to indemnify Licensor pursuant to this Section 26 shall survive the termination or expiration of this Agreement. 27. SUBROGATION. w Waiver- Licensor and Licensee waive all rights against each other and any of their respective consultants and contractors. agents and employees, for Damages caused by perils to the extent covered by the proceeds of the insurance provided herein, except such rights as they may have to the insurance proceeds. All insurance policies required under this Agreement shall contain a waiver of subrogation prowsion under the terms of which the insurance carrier of a Party waives all of such carrier's rights to proceed against the other Party- Licensee's insurance policies shall provide such waivers of subrogation by endorsement. Licensee shall require by appropriate agreements. written where legally required for validity, similar waivers from its contractors and subcontractors. A waiver of subrogation shall be effective as to a person or entity even though that person or entity would otherwise have a duty of indemnification, contractual or otherwise, did not pay the insurance premium directly or indirectly. and whether or not the person or entity had an insurable interest In the property damaged- (b) Mutual Release. Notwithstanding anything in this Agreement to the contrary, Licensor and Licensee each release the other and its respective affiliates, employees and representatives from any Cla I ms by th ern or a ny o n e cla Imi Ing th rough or u n der the m by way of su brogation or oth e rwise for Damag e to any person or to the Tower Facility and to the fixtures, personal property, improvements and alterations in or on the Tower Facility that are caused by or result from risXs insured against under any insurance policy carried by each and required by this Agreement, provided that such releases shall be effective only If and to the extent that the same do not diminish or adversely affect the coverage under such insurance policies and only to the extent of the proceeds received from such policy. 28. GOVERNING LAW, VENUE AND SEVERABILITY. is Packet Pg. 845 LICENSOR SITE NAM E I N UM BER- CORKSC REW F I RESTATION FL 122910 LICENSEE SITE NAME I NUMBER. OFS Corkscrew Firehouse I DFS 215-850 This Agreement shall be governed by Florida law and the Parties agree the applicable venue shall be the state or federal courts located in the state of Florida- If any provision of this Agreement is found invalid or unenforceable under judicial decree or decision, the remaining provisions of this Agreement shall remain in full force and effect. Any approval, consent, decision, or election to be made or given by a Party may be made or given in such Party's sole judgment and discretion- unless a different standard (such as reasonableness or good fath) is provided for explicitly. 29. MISCELLANEOUS - Upon Licensor's written request, Licensee shall promptly furnish Licensor with complete and accurate information in response to any reasonable request by Licensor for information about any of the Approved Equipment or utilities utilized by Licensee at the Tower Facility or any of the channels and frequencies utilized by Licensee thereon- In the event that this Agreement is executed by Licensor, its Affiliates or any trade name utilized by Licensor or its Affiliates and such signatory does not hold the real Tower Facility or leasehold interest in the affected Tower Facility, the execution of this Agreement shall be deemed to have been properly executed by Licensor or Licensor's Affiliate which properly holds such interest in the affected Tower Facility. Upon the termination or expiration of this Agreement, Licensee shall immediately upon the request of Licensor deliver a release of any instruments of record evidencing such Agreement. Notwithstanding the expiration or earlier termination of this Agreement. Sections 15. 16. 17, and 26 shall survive the expiration or earlier termination of this Agreement. No waiver of any of the provisions of this Agreement shall constitute a waiver of any other provision herein (whether or not similar), nor shall such waiver constitute a continuing waiver unless expressly agreed to in writing by the affected Party. This Agreement constitutes the entire agreement of the Parties hereto concerning the subject matter herein and shall supersede all prior offers, negotiations and agreements, whether written or oral. No revision of this Agreement shall be valid unless made in writing and signed by authorized representatives of both Parties This Agreement may be executed in any number of counterparts. each of which shall be an onginal, but all of which together shall constitute but one instrument- The Parties agree that a scanned or electronically reproduced copy or image of this Agreement shall be deemed an original and may be introduced or submitted in any action or proceeding as a competent evidence of the execution, terms and existence of this Agreement notwithstanding the failure or inability to produce or tender an original, executed counterpart of this Agreement and without the requirement that the unavailability of such original, executed counterpart of this first be proven. 30. CONFIDENTIALITY. Neither Party shall use the other's narner service mark or trademark in any public announcement or advertisement without the prior written consent of the other Party, which may be withheld in such Party's sole and absolute discretion, consistent with the Lessee's obligations under the Florida Public Records Act. The submission of this Agreement for examination and negotiation does not constitute an offer to license, or a reservation of, or option for, any portion of the Tower Facility, and Licensee shall have no right to use or occupy any portion of the Tower Facility or any appurtenant easement area hereunder until the execution and delivery of this Agreement by both Licensor and Licensee. ATTACHED EXHIBITS - Exhibit A: List of Approved Equipment and location of the Licensed Space Exhibit 13� Site Drawings indicating the location of Ground Space for Licensee's equipment shelter or space in Licensor's building (as applicable) Exhibit C As -Built Drawings or Construction Drawings to be attached within forty-five (45) days after the Commencement Date in accordance with Section 3 Appendix 1. Definitions 19 I Packet Pg. 846 1 L[CENSOR SITE NAME I NUMBER� CORKSCREW FIRESTATI ON FIL / 2291 L LICENSEE SITE NAME / NUMBER. DFS Corkscrew Firehouse / OFS 215850 Appendix 11: Insurance I Packet Pg. 847 1 LICENSOR SITE NAME I NUMBER. CORKSCREW FIRESTATION FL 122910 LICENSEE SITE NAME / NUMBER� DFS Corkscrew Firehouse / DFS 215.850 Exhibit A List of Approved Equipment and location of the Licensed Space I Packet Pg. 848 1 LICENSOR SITE NAME i NUMBER: CORKSCREW FIRESTATION FL 122910 LICENSEE SITE NAME i NUMBER. DFS Corkscrew Firehouse I DFS 215.850 Exhibit B Site Drawing indicating the location of Ground Space for Licensee's equipment shelter or space in Licensor's building (as applicable) Licensee shall not commence installation until Licensor has approved in writing said drawing and attached it hereto. ) 11 I Packet Pg. 849 LICENSOR SITE NAME i NUMBER� CORKSCREW Fl RESTATION FL 122910 LICENSEE SITE NAME / NUMBER: DFS Corkscrew Firehouse I DFS 215-850 Exhibit C As Built Drawings or Construction Drawings To be attached hereto within forty-five (45) days after the Commencement Date. 23 Packet Pg. 850 LICENSOR SITE NAME I NUMBERi CORKSCREW FIRESTATION FL 122910 LICENSEE SITE NAME I NUMBER OFS Corkscrew Firehouse / OFS 215-850 Appendix I 0 Defined Terms Affiliate(s): Any corporation, partnership, limited liability company or other entity that (i) is controlled cinctly or indirectly (through one or more subsidiaries) by Licensee, (il) is the successor or surviving entity by a merger or consolidation of Licensee pursuant to Appl�cable Law, or (jo) purchases all or substantially all of the assets of Licensee. For purposes of this definition, "control" means the possession of the right through the ownership of fifty percent (50%) or more of the shares with voting rights to effectively direct the business decisions of the subject entity. Agreement. defined in the introductory paragraph. Annual Escalator� defined -in Section IV. Applicable Law: All applicable statutes, ordinances, laws, regulations and directives of any federal, state or local governmental unit, authority or agency having jurisdiction over a Licensed Space or affecting the rights and obligations of Licensor or Licensee under this Agreement, including without Hmitation. the Communications Act of 1934. as amended from time to time. FCC Rules and Regulations: and the rules, regulations and written policies and decisions of the FAA. Applicatiom defined in Section IV. Application Fee: defined in Section IV Approved Equipment� the communications system, including antennas, radio equipment. cabling and cond"Sr shelter and/or cabinets and other personal property owned or operated by Licensee at the Licensed Spacer as defined in Exhibit A or B to this Agreement. BLM, defined in Subsection 5(d). B us i ness Day: a day other tha n a Satu rday, S unday or lega I hol Aay for com mercial ban ks under the laws of the United States or the state in which the Tower Facility is located - Claims demands, claims. suits, actionSr Proceedings or investigations brought against a Party by an unrelated or unaffiliated person or entity. Commencement Date: defined in Section IV - Common Expenses: defined in Section 7. Connection Fee defined in Section IV Construction Drawings: defined in Section 3. Damages. debtSr liabilities. obligations, losses, damages, excluding consequential or punitive damages, costs and expenses, interest (including. without limitation, prejudgment interest), penalties, reasonable legal fees. court costs, disbursements and costs of investigations, deficiencies, levies, duties and imposts. Easement: defined in Section 2. Effective Date: defined in the introductory paragraph. FAA, the United States Federal Aviation Administration or any successor federal agency established for the same or similar purpose. 24 Packet Pg. 851 LICFNSORSiTE NAME/ NUMBER. CORKSCREW F�RESTATION FL(22910 LICENSEE SITE NAME � NUMBER- DFS Corkscrew Firehouse I DFS 215.850 FCC. the United States Federal Communications Commission or any successor federal agency established for the same or similar purpose. FCC Rules and Regulatlons� All of the rules, regulations, public guidance, written policies and decisions governing telecommunications generally and wireless telecommunications specifically as promulgated and administered by the FCC, which on the Effective Date includes, but is not limited to, those administered by the Wireless Telecommunications Bureau of the FCC and more specifically referenced as the Code of Federal Regulations, title 47, parts 0 through 101, as amended. F i n a I Ru le. defi n ed i n Su bsection 11 (g) Ground Lease. defined in Section 20. Ground Spacei The portion of the Tower Facility licensed for use by Licensee to locate a portion of the Approved Equipment thereon, 'in the square footage amount depicted on Exhibit B of this Agreement. In no event shalJ the Ground Space include the air space or rights above the Approved Equipment located in the Ground Space - Hazardous Substance& Any hazardous material or substance which is or becomes defined as a hazardous substance, PDI[Ut2nt or contaminant subject to reporting, investigation or remediation pursuant to Applicable Law: any substance which is or becomes regulated by any federal, state or local governmental authority� and any oil, petroleum products and their by-products, Holdover Fee defined in Subsection 6(c). Indemnified Party� any person or entity entitled to indemnification under Sectbn 15 hereof. Indemnifying Party� any person or entity obligated to provide indemnification under Section 15 hereof. Initial Term: defined in Section IV and referenced in Subsection 6(c). I n te rfere n ce d efined in S u bsection 11 (a)(i). Labeling Fee defined in Section 9. L icensed F req ue n c lies � defin ad I n Su bsection 11 (a)(i i). Licensed Space: Location of the Approved Equipment on the Tower and at the Ground Space as more specifically described in Exhibits A and B attached hereto - Licensed User: defined in Subsection 11(a)(iii). Licensee. defined in the introductory paragraph. Licensor: defined in the introductory paragraph. Monthly License Fee defined in Section IV and referenced in Subsection 5(a) MPE: defined in Section 25. Notice Address: defined in Section 18. NTP (Notice to Proceed)- Written notice from Licensor to Licensee acknowledging that all required documentation for the construction and installation of the Approved Equipment has been received and 25 I Packet Pg. 852 1 LICENSOR SITE NAME NUMBER - CORKSCREW FI RESTATION FL ) 22910 LICENSEE SITE NAME NUMBER� DFS Corkscrew Firehouse I DFS 215.850 approved by Licensor and Licensee is authorized to commence its installation of the Approved Equipment at the L icensed S pace, as more particu larly set forth i n S u bsectio n 1 0(a) of th is Agree ment- Paying Carrier, defined in Subsection 24(b). Paying Carrier Rate- defined in Subsection 24(b). Party(ies). Licensor or Licensee PCN Default� defined in Subsection VI -A, PCN Retention Feei defined in Subsection VI A. PCNs- defined in Subsection VI.A Permitted Frequencies: defined in Section 111. Priority User defined in Subsection 11(a)(iv). Relocation Application Fee. defined in Section IV. Relocation Noticei defined in Subsection 24(b). Remittance Address� defined in Section 11. Renewal Terrn(s)� defined in Section IV and referenced in Subsection 6(b). RIF Emissions. defined in Section 25. Site Inspection Fee: defined in Section IV. SSIS. defined in Subsection 10(b). SSIS Fee. defined in Subsection 1 0(b)- Structural Analysis Few defined in Subsection 1 0(b). Su bseq u e nt Use r � defi ned in Su bsection 11 (a) (v). Term� Initial Term and each Renewal Term which is effected pursuant to Section 6 of this Agreement. Tower A communications or broadcast tower owned and operated by Licensor and located at the Tower Facility. Tower Facility: Certain real property owned, leased, subleased, licensed or managed by Licensor shown on page 1 of this Agreement, on which a Tower owned, leased, licensed or managed by Licensor is located Trigger Condition- defined in Section 24(b). U n I icensed Freq u e n c ies defi ned in Su lbsection 11 (a) (v i). U n I icensed Use r� defin ed i n S ubsection 11 (a)(vi i) Utility Change Event� defined in Subsection 5(b). 26 I Packet Pg. 853 1 LCENSOR SITE NAME? NUMBER CORKSCREW F�RESTATION FL 122910 Ll CENSE E S ITE NAME / NUMBER � DFS Corkscrew Firehouse / DFS 215.850 Utility Fee: defined in Section IV. USFS: defined in Sectson 5(d). Work: all work relating to the construction, installation, relocation and reconfiguration of Licensee's Facilities on the Tower. including without limitation, construction management, construction of an equipment pad, installation or modification of lines, antennas. shelters and equipment cabinets. 2 / I Packet Pg. 854 LICENSOR SI TE NAM E / N UMBER- CORKSCREW F1 RE STATI ON FL 122910 LICENSEE SITE NAME / NUMBER-, DIPS Corkscrew Firehouse � DFS 215.850 Appendix 11 0 Insurance A. Licensor shall maintain in full force during the Term of this Agreement the following insurance 1 Worker's Compensation Insurance with statutory limits in accordance with all applicable state. federal and maritime laws, and Employers' Liability Insurance with minimum limits of S50C.00000 per accident/occurrence, or in accordance with all applicable state, federal and marifime laws. 2, Commercial General Liability Insurance (Bodily Injury and Tower Facility Damage). the limits of I ia bil ity of wh ich sh a] I not be less th a n $ 1, 000. 000. 00 per occu rrence - 3- An umbrella policy of not less than Five Million Dollars ($5.000,000.00). The above insurance shall provide that Licensee will receive not less than thirty (30) days written notice prior to any cancellation of, or material change in coverage. The insurance specified in this Item A shall contain a waiver of subrogation against Licensee and shall name Licensee as an additional insured, and shal I be pri ma ry over any insu rance coverage in favor of Lice n see bu t o n I y with respect to a nd to the extent of the insured liabilities assumed by Licensor under this Agreement and shall contain a standard cross - liability endorsement- B. Licensee shall maintain in full force during the Term of this Agreement and shall cause all contractors or subcontractors performing Work on any Licensed Space prior to the commencement of any such Work on behalf of Licensee to maintain the following insurance� 1 Worker's Compensation Insurance with statutory limits in accordance with all applicable state, federal and maritime laws, and Employers' Liability Insurance with minimum limits of $500.000.00 per accident/occurrence, or in accordance with all applicable state, federal and maritime laws. 2. Commercial General Liability Insurance (Bodily Injury and Tower Facility Damage). the limits of I ia bi lity of wh ic In shal I not be less tha n $ 1. 000, 000- 00 per occu rrence - 3- An umbrella policy of not less than Five Million Dollars ($5,000,000-00). The above insurance shall provide that Licensor will receive not less than thirty (30) days written notice prior to any cancellation of, or material change in coverage. The insurance specified in this Item B shall contain a waiver of subrogation against Licensor and sha�l name Licensor as additional insured. and shall be primary over any insurance coverage in favor of Licensor but only with respect to and to the extent of the i n s u red Ii abi I ities assu med by Lice nsee u nde r th is Ag ree men t and sh a I I con ta i n a sta ndard cross-liabil ity endorsement. C - Notwithstanding the foregoing insurance requirements. (a) the insolvency, bankruptCyr or failure of any insurance company carrying insurance for either Party, or failure of any such insurance company to pay Claims accruing, shall not be held to waive any of the provisions of this Agreement or relieve either Party from any obligations under this Agreement, and (b) Licensor reserves the right, from time to time. to increase the required liability limits described above in Items A and/or B in accordance with then -current customary insurance requirements in the tower industry nationally 28 I Packet Pg. 855 1