Backup Documents 06/10/2014 Item #16E10 ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP 6 E 1 0
TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO 11
THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE
Print on pink paper. Attach to original document. The completed routing slip and original documents are to be forwarded to the County Attorney Office
at the time the item is placed on the agenda. All completed routing slips and original documents must be received in the County Attorney Office no later
than Monday preceding the Board meeting.
**NEW** ROUTING SLIP
Complete routing lines#1 through#2 as appropriate for additional signatures,dates,and/or information needed. If the document is already complete with the
exception of the Chairman's signature,draw a line through routing lines#1 through#2,complete the checklist,and forward to the County Attorney Office.
Route to Addressee(s) (List in routing order) Office Initials Date
1. •
2.
3. County Attorney Office County Attorney Office VC\t\ir\VS‘,_ \71\t‘A
4. BCC Office Board of County AA
Commissioners -11-1`■4
5. Minutes and Records Clerk of Court's Office (q(q
PRIMARY CONTACT INFORMATION r
Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event one of the
addressees above,may need to contact staff for additional or missing information.
Name of Primary Staff Phone Number
Contact/ Department /L' �-�'� O(--)/, .;� co 7 V 3
1
Agenda Date Item was genda Item Number
Approved by the BCC ■7--(-4 d4 e- / 02 U/ 4P E f
Type of Document , Number of Original
Attached X / e e Al 3).-- ' ` 'g'A--a Documents Attached `-a--
PO number or account
number if document is
to be recorded SVC..., See.- -d\ Z.
INSTRUCTIONS & CHECKLIST
Initial the Yes column or mark"N/A" in the Not Applicable column, whichever is Yes N/A(Not
appropriate. (Initial) Applicable)
1. Does the document require the chairman's original signature? 'b.,
2. Does the document need to be sent to another agency for additional signatures? If yes, r4 R.
.
provide the Contact Information(Name;Agency;Address;Phone)on an attached sheet.
3. Original document has been signed/initialed for legal sufficiency. (All documents to be
signed by the Chairman, with the exception of most letters,must be reviewed and signed 1''
by the Office of the County Attorney.
4. All handwritten strike-through and revisions have been initialed by the County Attorney's •
, / ick
Office and all other parties except the BCC Chairman and the Clerk to the Board
5. The Chairman's signature line date has been entered as the date of BCC approval of the
document or the final negotiated contract date whichever is applicable.
. 6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's
signature and initials are required.
7. In most cases(some contracts are an exception),the original document and this routing slip yr�
should be provided to the County Attorney Office at the time the item is input into SIRE. /J
Some documents are time sensitive and require forwarding to Tallahassee within a certain
time frame or the BCC's actions are nullified. Be aware of your deadlines!
8. The document was approved by the BCC on fa/i (enter date)and all changes made m r � 6'.:
during the meeting have been incorporated i the attached document. The County Gti� ,...e - , _Y;F
Attorney's Office has reviewed the changes, if applicable. s < 'f :
9. Initials of attorney verifying that the attached document is the version approved by t e 1 1 • 1 , E
BCC, all changes directed by the BCC have been made, and the document is ready f the �i i' 5,4n
Chairman's signature. E' .lf #.
• I:Forms/County Forms/BCC Forms/Original Documents Routing Slip WWS Original 9.03.04,Revised 1.26.05,Revised 2.24.05;Revised 11/30/12
16E10
MEMORANDUM
Date: July 7, 2014
To: Michael Dowling, Property Acquisition Specialist
Facilities Management Department
From: Teresa Cannon, Deputy Clerk
Boards Minutes & Records Department
Re: License Agreement w/Super Towers Inc.
Attached is one (1) original document referenced above (Item #16E10),
approved by the Board of County Commissioners on Tuesday, June 10, 2014.
The original is being kept by the Minutes & Records Department for the Board's
Official Record.
If you have any questions, please contact me at 252-8411.
Thank you.
Attachment
16E10
• • Memorandum
flORP
To: Minutes and Records
From: Michael Dowling
Senior Property Management Specialist
Real Property Management
Date: June 30, 2014
Subject: License Agreement — Super Towers
BCC Date: June 10, 2014
Item: 16 E 10
Kindly attest and retain one original for your files and provide me with the other so
that I may also provide the landlord with an original.
Please contact me at extension 8743 with any questions.
Thank you. O
'P��► Go v`ntC
Attachment as stated ok.oa..e
S
16E10
SUPER TOWERS, INC - CHANNEL 30 - 280 TOWER
This License Agreement (this "Agreement") is made and entered into as of this 24th day of
June, 2014, by and between Super Towers, Inc. ("Licensor"), and Collier County, a political
subdivision of the State of Florida ("Licensee").
WITNESSETH:
1. Definitions. Licensor and Licensee agree that the respective terms as used herein
shall, unless the context otherwise requires, have the following meanings:
"Tower' means Licensor's 280' AGL Tower located at 9930 Channel 30 Drive, Bonita
Springs, Florida, geographic coordinates 26°, 19', 25.8" North, and 81°, 47', 24.1"West.
"Building" means any equipment building adjacent to the Tower designated by Licensor for
the installation of communications equipment.
"Antenna Site" means the applicable portions of the Tower and Building(s) designated by
Licensor as Site Space.
"Site Equipment" means any communications equipment, including base stations,
antenna(s), poles, dishes or masts, cabling or wiring and accessories used therewith approved by
Licensor for installation, operation and maintenance on the Antenna Site.
Licensor and Licensee agree that capitalized terms defined elsewhere in this Agreement
shall, unless the context requires otherwise, have the meaning there given.
2. License to Use. Subject to and upon the terms, provisions and conditions hereinafter
set forth, and in consideration of the duties, covenants and obligations of Licensee hereunder,
Licensor has granted and does hereby grant unto Licensee, a non-exclusive license (the "License")
to use the Antenna Site for the installation, operation and maintenance, at Licensee's sole expense,
of Licensee's Site Equipment, which is more particularly described in Exhibit A attached hereto and
made a part hereof for all purposes.
(a) This License is limited to allowing Licensee to only install, maintain and
operate on the Antenna Site in the location or locations described in Exhibit A, radio
communications equipment which Licensee owns for purposes of providing (i) public safety
communication services used in the operation of Licensee's official activities where Licensee
holds a Federal Communications Commission ("FCC") license for said use, (ii) common
carriage where Licensee holds an FCC license as a Radio Common Carrier (iii)
communications services for others where Licensee holds an FCC license as the system
operator, or (iv) transceivers for use by others where others hold an FCC license for the
operation of said transceivers.
(b) Licensor may require Licensee to relocate all or a portion of its Site
Equipment to a different area of the Antenna Site, and Licensee agrees to relocate said Site
Equipment at Licensee's expense, provided that said relocation does not substantially
change the operation of the Site Equipment.
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(c) The Licensee may, as needed from time to time, change out the Licensee's
Site Equipment referenced in Exhibit A for repair, update, or other such need provided that,
with respect to equipment that is located on the Tower, the Licensee provides the Licensor
with prior written notice of the proposed changes in the Licensee's Site Equipment and
satisfactory proof that the proposed changes will not alter or increase the Tower loading.
Such written notice, upon acceptance by the Licensor, shall be deemed to represent an
amendment to Exhibit A for the purposes of identifying the Site Equipment authorized to be
present under this License Agreement.
3. Term.
(a) The term (the "Term") of this Agreement shall commence June 24, 2014
(commencement date) and shall continue until June 24, 2019, and this agreement shall
automatically renew for two (2) additional terms of five (5) years each (the "Renewal
Term(s)"), unless either party shall give the other party written notice of its intent not to
renew no less than ninety (90) days prior to the expiration of the initial term or any Renewal
Term hereof and further provided that Licensee shall not be in default upon the
commencement of the Renewal Term.
(b) The permission granted to Licensee to use the Antenna Site granted by this
Agreement may be cancelled by Licensor for any non-compliance by Licensee with the terms
or provisions of this Agreement if such failure, after proper notice of such non-compliance
has been given to Licensee, continues for(i)ten (10) days and can be cured by the payment
of money or(ii)thirty(30)days and cannot be cured merely with the payment of money.
(c) Upon expiration of the initial term or any Renewal Term, as applicable, this
Agreement shall automatically renew for additional periods of five (5) years each at like
terms, except that the Monthly License Fee shall increase as set forth in Exhibit A. Said
renewal shall become effective unless either party shall give the other party written notice of
its intent not to renew ninety (90) days prior to the expiration of the initial term or any
Renewal Term hereof
4. Payments.
(a) Licensee shall pay Licensor, without demand, offset or counterclaim on the
Commencement Date and on the first of each calendar month thereafter during the Term the
monthly fee set forth in Exhibit A(the "Monthly License Fee")with respect to Licensee's Site
Equipment set forth opposite such fee. If the Commencement Date occurs on a date other
than the first day of a month, the Monthly License Fee shall be pro-rated for such partial
month. Likewise, if the Term ends on a date other than the last day of a month, the Monthly
Licensee Fee shall be pro-rated for such partial month.
(b) Pursuant to Chapter 212, Florida statutes; Licensee is exempt from the
Payment of Florida sales and use tax on real property rented, tangible personal property
purchased or rented, or service purchased.
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(c) In addition to the Monthly License Fee, Licensee shall pay Licensor an
amount equal to the amount of the then current Monthly License Fee annually on the
anniversary date of the Commencement Date in contribution toward operating expenses.
(d) In addition to the Monthly License Fee, Licensee will be responsible for a
finance charge of one and one half percent (1-1/2%) per month, or eighteen percent (18%
annually) on all past due balances.
5. Technical Standards. Licensee agrees that the installation, operation and
maintenance of its Site Equipment shall at all times, and at Licensee's expense, comply with such
technical standards as may from time to time be established by Licensor for the Antenna Site,
including, with-out limitation, technical standards relating to frequency compatibility, radio
interference protection, antenna type and location and physical installation (the "Technical
Standards"). The current Technical Standards are attached hereto as Exhibit B. If any new
technical standards established by Licensor shall require that Licensee modify or revise the then
existing installation, operation or maintenance of its Site Equipment, Licensee shall make such
modifications or revisions within a reasonable time thereafter.
6. Interference. If, in the sole judgment of Licensor, any electrical, electromagnetic,
radio frequency or other interference shall result from the operation of any of Licensee's Site
Equipment, Licensee agrees that Licensor may, at Licensor's sole option, shut down Licensee's
equipment upon four (4) hours prior verbal notice to Licensee; provided, however if an emergency
situation exists, which Licensor reasonably determines in its sole discretion to be attributable to
Licensee's equipment, Licensor shall immediately notify Licensee verbally, who shall act immediately
to remedy the emergency situation. Should Licensee fail to remedy said emergency situation,
Licensor may then act to shut down Licensee's equipment. Licensee shall indemnify Licensor and
hold it harmless from all expenses, costs, damages, loss, claims or other liabilities arising out of said
shutdown. Licensee agrees to cease operations (except for intermittent testing on a schedule
approved by Licensor) until the interference has been corrected to the satisfaction of Licensor. If
such interference has not been corrected within 60 days, Licensor may, at its sole option, either
terminate this Agreement forth-with, or may require that Licensee immediately remove from the
Antenna Site the specific item of Site Equipment causing such interference, in which latter case the
Monthly License Fee shall be reduced by the portion of the fee applicable to such equipment for the
remainder of the Term and all other terms and conditions of this Agreement shall remain in full force
and effect.
7. Common Equipment. Not Applicable.
8. Maintenance. Licensor shall, at its expense, be responsible for the maintenance of
the Tower. Licensee shall be responsible, at Licensee's expense, for the maintenance of its Tower
mounted equipment including brackets, cable ties, antennas, antenna cables, control lines, cable
bridging, equipment shelter, equipment shelter systems and services, and all accessory and/or
hardware components associated with same; and Licensee shall respond to Licensor's notice to
make necessary repairs within seventy-two (72) hours, which notice may be verbal. If Licensor, in
its sole judgment, deems any repairs to Licensee's tower equipment necessary for the protection of
life or property, and if Licensee is unable or unwilling to effect such repairs expediently, Licensor
may effect the necessary repairs, and Licensee shall pay Licensor's invoice therefore within fourteen
1 Super Towers -Collier County- 2/5/2014 J� Page 3
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(14) days of receipt. Only tower service organizations approved by Licensor shall ascend the Tower
or do any installations, service or maintenance work on the Tower. Licensee, its employees, agents
or invitees shall not ascend the Tower without written approval from Licensor, and then only upon
providing evidence of insurance coverage as may be reasonably required by Licensor and naming
Licensor as co-insured.
In the event that maintenance of the Tower requires structural work or repair, Licensee shall provide
full cooperation and accommodation to the Licensor's efforts to complete such maintenance or repair
work in an expedient and timely manner up to and including the temporary powering down or shut
down of the Licensee's transmitting equipment for the period of time and specific work hours
deemed necessary to complete the work.
9. Tower Replacement. If the existing Tower is replaced with a new Tower due to a
failing in the structural integrity of the existing Tower resulting from any reason or cause, Licensor
shall provide Licensee with written notice of such pending event including the time frame for the
construction of the new Tower and dismantling of the existing Tower. Upon such notice, the
Licensee shall have the option to either i) terminate this Agreement effective upon the
decommissioning date of the existing Tower, or ii) transfer the then current term of this License, to
the new Tower subject to Licensee's relocation of the Licensed Site Equipment to the new Tower
within the Licensor's allotted time frame and at the Licensee's sole expense. In the event Licensee
elects not to relocate to the new Tower, this Agreement shall terminate upon the existing Tower's
decommissioning date provided in the Tower replacement notice referenced above, at which time,
Licensee shall have all Licensee's Site Equipment removed from the Tower.
10. Electrical Facilities. The securing and maintenance of electric power to service the
Licensee's Site Equipment shall be the sole responsibility of the Licensee. All electric service feeds
shall be of the underground type, and proposed electric service feed routes shall require the prior
approval of the Licensor. The installation of a propane fueled electric power generator unit shall be
allowed per the conditions provided in Exhibit A.
11. AIR CONDITIONING. Not Applicable.
12. Compliance with Laws. The access to, and installation, maintenance and operation
of Licensee's Site Equipment must at all times be in strict compliance with the Technical Standards,
all applicable federal, state and local laws, ordinances, and regulations and the rules and regulations
of the Antenna Site.
13. Housekeeping and Co-existence. Licensee shall keep its Site Equipment and the
areas immediately surrounding same neat and clean at all times, including the removal of all solid,
liquid, and gaseous debris, trash, and waste. If the Licensee's licensed space is not kept clean and
maintained, the Licensee will be advised of noted deficiencies in writing, and if Licensee fails to
abate the condition within ten (10) days, corrective action will be taken by the Licensor and the cost
of such action will be charged to the Licensee at the rate of cost plus 200%.
Licensee shall conduct its business and control its agents, employees, invitees and visitors in such
manner as not to create any nuisance, or interfere with, annoy or disturb any other Licensee or
1 Super Towers- Collier County- 2/5/2014 4 ,Y/ Page 4
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Licensor in its operation of the Antenna Site. Licensor shall have no obligation to license, maintain,
operate or safeguard the Site Equipment.
14. Assignment and Sublicensinq. Licensee may not assign this Agreement without the
prior written consent of Licensor, which consent Licensor may withhold in its sole discretion.
Licensee shall not be permitted to sublicense to, or share its Site Equipment with, third parties
without the prior written consent of Licensor, which consent Licensor may withhold in its sole
discretion. Licensor shall have the right to freely transfer and assign, in whole or in part, all its rights
and obligation hereunder and no further liability or obligation shall thereafter accrue against Licensor
hereunder.
15. Inspection. Licensee shall permit Licensor, its agents and/or representatives at all
hours to have access to Licensee's Site Equipment to (a) inspect Licensee's Site Equipment, (b)
make technical measurements or tests related to the Site Equipment, provided that no hard electrical
connections are made to Licensee's Site Equipment when Licensee or its representative(s) is not
present, (c) perform any obligations of Licensee hereunder which Licensee has failed to perform, for
which work Licensee agrees to pay Licensor's invoice therefore promptly, (d) assure Licensee's
compliance with the terms and provisions of this License and all applicable laws, ordinances, rules
and regulations for which work Licensee agrees to pay Licensor's invoice therefore promptly.
16. Installations, Maintenance, Repairs and Removal. Licensee, and those Licensee
agents, representatives, employees, subcontractors, and suppliers who are pre-approved by the
Licensor shall have unrestricted 24/7 access to the Licensee's Site Equipment, shelter and related
ground equipment located at the Antenna Site. All other agents, representatives, employees,
subcontractors, and suppliers must obtain Licensor approval and authorization to access the
Antenna Site with request being subject to not less than three (3) business day's prior notice. In the
case of an emergency (outage or significant and immediate hazard condition) the prior notice
requirement shall be waived for those having pre-approved status in lieu of Licensee requirement of
reasonable attempts to provide immediate notice consistent with Licensor's site access policies and
procedures that are in place at such time.
Prior to installing or allowing the installation or replacement of any equipment in or on the Antenna
Site, Licensee shall submit a detailed scope of work, including any specific equipment information
and/or plans and specifications requested, to the Licensor for approval. Plans and specifications for
planned installations shall in all events be in compliance with the Licensor's Technical Standards,
and Licensor, or its designee, shall have forty five (45) days from receipt of the scope of work,
including any specific equipment information and plans and specifications within which to approve or
disapprove of same. A non-response by the Licensor upon the passing of the forty fifth (45" day
shall be deemed a DENIAL of the Licensee's proposed installation. In no event will Licensor's
approval of Licensee's plans and specifications be deemed a representation of compliance with
applicable laws, ordinances or rules and regulations, or any representation that the planned
installation will not cause interference with other communications operations, such responsibility
being solely Licensee's.
Licensor shall have the right of prior approval of any contractors performing installation, modification
or maintenance work on behalf of Licensee on the Antenna Site, which approval shall not be
unreasonably withheld, but which once given may be rescinded by Licensor. If Licensee performs
1 Super Towers-Collier County-2/5/2014 Page 5
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its own installation, modification or maintenance work, Licensor's right of prior approval shall also
extend to Licensee as a contractor, and any reasonable withholding or rescission of Licensor's
approval of Licensee as a contractor shall not relieve Licensee of its obligations hereunder.
Licensee shall submit the name of any proposed contractor to Licensor prior to such contractor
performing any work on behalf of Licensor on the Antenna Site and Licensor shall notify Licensee
within a reasonable period of time thereafter as to whether Licensor has approved such contractor.
Provided Licensee is not in default of any of its obligations hereunder, Licensee may remove its Site
Equipment at any time prior to the termination of this Agreement provided Licensee repairs any
damage to the Antenna Site caused thereby. If Licensee does not remove its Site Equipment (to the
extent such is entitled to be removed) on or prior to the expiration or termination of this License
without written consent of Licensor, Licensee's Site Equipment shall be conclusively deemed to be
abandoned and shall become Licensor's property and Licensor may remove and/or dispose of such
Site Equipment as Licensor sees fit, all at Licensee's cost and expense. If Licensee elects to
abandon any transmission line which is the property of Licensee, and if Licensor consents to such
abandonment, then said transmission line shall become the sole property of Licensor. Otherwise,
Licensee shall, at its expense, remove all transmission and/or control lines which are its property
and shall be responsible for any damage during the removal operation to the Tower and
transmission line(s) belonging to others and shall indemnify Licensor against for all claims for
damages by any other Licensee to whom Licensor may have licensed all or any part of the Antenna
Site arising from or in any way related to the actions of Licensee.
All work to be performed at the Antenna Site shall be performed by individuals or entities possessing
a valid policy of Worker's Compensation Insurance and General Liability Insurance for the type of
work to be performed. Prior to the commencement of any work at the Antenna Site, the Licensee
shall: a) deliver a copy of the Certificates of Insurance to Licensor, and b) procure all necessary
building and use permits for the work to be performed by or on behalf of Licensee. Licensor shall be
furnished with copies of the permit applications and copies of the permit cards and signoffs.
Licensee shall procure all necessary inspections and signoffs of the work required by governmental
authorities and shall confirm that all its work at the Antenna Site conforms with applicable building
codes, OSHA regulations, use ordinances and all other applicable governmental regulations.
Licensee shall pay for all permitting and licensing fees applicable to Licensee's use of the Antenna .
Site. Licensee's construction and installation work shall be performed at Licensee's sole cost and
expense and in a good and workmanlike manner.
17. Tower Work. Any activity that results in the need for any person(s) to be
present upon the tower structure (`Tower Work"), shall be subject to the following additional
requirements:
(a) Licensee is required to obtain prior written approval from Licensor for any and all Tower
Work with approval by the Licensor not being unreasonably withheld, conditioned, or
delayed.
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(b) Licensee acknowledges that Tower Work approval applies to the Licensee, and/or any
person working on behalf of Licensee and that specific approval from the Licensor is required
for each and any occurrence of Tower Work being performed.
(c) Except in the case of emergency, Licensee will submit its request for Tower Work to the
Licensor at least three (3) business days in advance and in accordance with the Licensor's
policies and practices that are in place at the time which shall include, but not limited to:
i) The identification of the persons or entity performing the work and
ii) A description of the nature and scope of the work to be done.
(d) Licensor approval of Tower Work requests shall be subject to the following:
i) Current Certificates of Insurance evidencing valid policies of General Liability and
Worker's Compensation coverage for all workers scheduled to perform Tower Work
on behalf of Licensee being on file with, or made available to, the Licensor at the
time of the request and being reasonably satisfactory to Licensor.
ii) All other certificates, certifications, proof of competency, liability waivers, or other
documents required by the Licensor's general Tower access policies and procedures
in effect, and subject to change from time to time, being on file with, or made
available to, the Licensor at the time of the request.
iii) The Licensee's proposed Tower Work will not cause equipment to be installed
that is different from the Equipment specified by this Agreement without Licensor
approval as provided in Paragraph 16 or elsewhere in this Agreement.
iv) The proposed Tower Work schedule will not conflict with any other previously
scheduled Tower climbing work.
v) There are no other conditions considered by the Licensor to be a reasonable
cause for denial or delay.
Licensee acknowledges that Tower climbing is a high risk activity, and that the Licensor's Tower
Work policies and procedures are reasonable requirements for the sake of the safety of persons and
property, and Licensee agrees to comply with these requirements. Licensee agrees that Tower work
performed on their behalf shall only be performed by Licensor approved climbers. In the event that
Tower Work is done on behalf of or by Licensee for any reason, without Licensor's previous
approval, Licensee acknowledges that Licensor will have to inspect the Tower. Accordingly,
Licensor will invoice Licensee, and Licensee agrees to pay an inspection fee of $1,500.00, or
Licensor's actual invoiced cost, if greater ("Inspection Fee"), due and payable within fourteen (14)
days, payable to Licensor, upon each and any occurrence of such unapproved Tower Work.
18. Fire Clause. In the event of a fire or other casualty in or on the Antenna Site,
Licensee shall immediately give notice thereof to Licensor. If the Antenna Site through no fault or
neglect of Licensee, its agents, employees, invitees or visitors, shall be partially destroyed by fire or
1 Super Towers -Collier County- 2/5/2014 / , //u i Page 7
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other casualty so as to render the Antenna Site unusable, the Monthly Licensee Fee provided for
herein shall abate thereafter until such time as the Antenna Site is made usable as determined by
Licensor. In the event of total or partial destruction of the Antenna Site without fault or neglect of
Licensee, its agents, employees, invitees or visitors, henceforth this License shall cease and come
to an end. Nothing herein shall be construed to require Licensor to rebuild the Antenna Site, but if
Licensor decides not to rebuild, this License shall terminate as of the date of such total or partial
destruction.
19. Force Majeure. In the event that Licensor is delayed in, or prevented from
performing pursuant to the terms and conditions of this Agreement, by reason of or through any
cause reasonably beyond its control and not attributable to its neglect, including strike, stoppage in
labor, failure of contractors or suppliers of materials, riot, flood, fire, hurricane, weather, invasion,
civil war, commotion, insurrection, military or usurped power, order of any court granted in any bona
fide adverse legal proceeding or action, order of any civil or military authority (either de facto or de
jure), explosion, act of God or public enemies, unscheduled outages of generation, transmission or
distribution facilities; then, and in each such case or cases, Licensor shall not be liable to Licensee
or any other party for or on account of any loss, damage, injury, or expense (including consequential
damages) resulting from or arising out of any such delay or prevention from performing; and
provided further, that Licensor shall not be required to settle a strike affecting it except when,
according to its own best judgment, such a settlement seems advisable.
20. Condemnation. If the Antenna Site or any portion thereof shall be taken under
eminent domain or condemnation proceedings, or if suit or other action shall be instituted for the
taking or condemnation thereof, or if in lieu of any formal condemnation proceedings or actions the
Licensor shall grant an option to purchase and/or shall sell and convey the Antenna Site, or any
portion thereof, to the governmental or other public authority, agency, body or public utility, seeking
to take said land and premises or any portion thereof, then this Agreement, at the option of the
Licensor, shall terminate and the Term hereof shall end as of such date as the Licensor shall fix by
notice in writing; and the Licensee shall have no claim or right to claim or be entitled to any portion of
any amount which may be awarded as damages or paid as the result of such condemnation
proceedings or paid as the purchase price for such option, sale or conveyance in lieu of formal
condemnation proceedings; and all rights of the Licensee to damages, if any, are hereby assigned to
the Licensor. The Licensee agrees to execute and deliver any instruments, at the expense of the
Licensor, as may be deemed necessary or required to expedite any condemnation proceedings or to
effectuate a proper transfer of title to such governmental or other public authority, agency, body or
public utility seeking to take or acquire the said lands and premises or any portion thereof. The
Licensee covenants and agrees to vacate the Antenna Site, removing all of the Licensee's personal
property therefrom and delivering up peaceable possession thereof to the Licensor or to such other
party designated by the Licensor in the aforementioned notice. Licensee may file a claim for any
loss of Licensee's Property; moving expenses; or for damages for cessation or interruption of
Licensee's business, provided such claim will not diminish Licensor's recovery. Licensee will be
entitled to reimbursement for any prepaid License Fee.
21. Damages from Certain Causes. Licensor or its agents shall not be liable or
responsible to Licensee for any loss or damage to any property or person occasioned by theft, fire,
act of God, public enemy, injunction, riot, strike, insurrection, war, court order, requisition or other
order of governmental body or authority, or for any damage or inconvenience which may arise
1 Super Towers -Collier County- 2/5/2014 tf/1 /u Page 8
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through maintenance, repair or alteration of any part of the Antenna Site, or failure to make any such
repairs.
22. Insurance. Licensee will keep in force at its expense as long as this Agreement
remains in effect and during such other time as Licensee uses any part of the Antenna Site, and
shall cause its contractors and subcontractors to keep in force for the period of time when they are at
the Antenna Site, the following insurance coverage's:
(a)Worker's compensation to the extent required by law;
(b) Commercial general liability insurance, with respect to the Antenna Site, with carriers
authorized to do business in Florida and possessing a rating of A- or better from AM Best,
and with minimum limits of $2,000,000.00 on account of bodily injury or death, property
damage, products completed operations, personal injury, advertising injury and contractual
liability.
(c) An additional $5,000,000.00 will be carried excess of the primary $2,000,000.00 via an
umbrella policy or excess liability policy.
Products and completed operations coverage shall survive this License Agreement and remain in
force for a minimum of two (2)years after any work performed at the Antenna Site.
Licensee's Site Equipment at the Antenna Site will be covered by an all risk/special perils property
policy at one hundred percent (100%) of the replacement cost value of all Site Equipment and
apparatus installed pursuant to this License Agreement; and such other insurance as may be
necessary to insure the indemnification obligations of Licensee pursuant to this Agreement.
Licensee will provide current certificates of insurance to Licensor, Licensee will also name Licensor
and its mortgagees (and at Licensor's request, subject to the consent of Licensee and Licensee's
Insurance carrier, which consent shall not be unreasonably withheld, and at no cost to Licensee, any
additional parties reasonably designated by Licensor) as an additional insured's under the
Commercial General Liability policy, and such policy shall contain a provision stating that the insurer
shall notify Licensor in writing that a policy is due to expire or being cancelled at least thirty (30) days
prior to such expiration or termination.
Neither Licensee nor Licensor, nor their respective agents or employees, shall be liable to the other
(or to anyone claiming through or under them by way of subrogation or otherwise) for loss or
damage of a type normally covered by comprehensive liability, worker's compensation, fire, "all-risk",
theft and vandalism insurance covering the Site Equipment, the Antenna Site, the Tower, personal
injury or disability. Licensor and Licensee shall each cause their insurance policies to contain
clauses or endorsements that the aforesaid releases shall not adversely affect or impair a party's
rights to recover under said insurance policies.
Licensee may update the minimum coverage amounts as provided herein to commercially
reasonable amounts upon commencement of any Renewal Term of this License.
VI
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23. Licensee shall defend, indemnify, and hold Licensor harmless from and against all
claims, suits, action, proceedings, losses, damages, responsibilities, liabilities, demands,judgments,
executions, reasonable attorneys'fees (including attorneys'fees to enforce this indemnity)and expenses
incurred by or asserted against Licensor to the extent arising out of or related to this Agreement or the
Licensee's use of the Tower.
(a) Nothing within this ARTICLE shall alter or waive the provisions of Florida
Statutes Chapter 768.28 or the limitations of liability contained therein.
24. Hold Harmless. Licensor or its agents, employees and subcontractors shall not be
liable to Licensee, or to Licensee's agents, employees, customers or invitees for any damage to
person or property caused by any act, omission or neglect of Licensee, its agents, or employees,
and Licensee agrees to indemnify and hold Licensor, its agents, employees and subcontractors
harmless from all liability and claims for bodily injury or property damage resulting from Licensee's
negligence.
25. Limitation of Licensor's Personal Liability. Licensee specifically agrees to look solely
to Licensor's interest in the Antenna Site for the recovery of any judgment from Licensor, it being
agreed that Licensor shall never be personally liable for any such judgment.
26. Failure to Perform, Defaults, Remedies. Each of the following events shall constitute
a "Default":
a). If Licensee shall (x) make an assignment for the benefit of creditors; (y) file or
acquiesce to a petition in any court (whether or not pursuant to any statute of the United States or of
any State) in any bankruptcy, reorganization, composition, extension, arrangement or insolvency
proceedings; or(z) make an application in any such proceedings for or acquiesce to the appointment
of a trustee or receiver for it or any portion of its property.
b). If any petition shall be filed against Licensee, to which Licensee does not
acquiesce in any court (whether or not pursuant to any statute of the United States or any State) in
any bankruptcy, reorganization, composition, extension, arrangement or insolvency proceedings;
and (x) Licensee shall thereafter be adjudicated a bankrupt; or(y) such petition shall be approved by
any such court; or (z) such proceedings shall not be stayed, dismissed, discontinued or vacated
within ninety(90) days.
c). If, in any proceeding, pursuant to the application of any person other than
Licensee, to which Licensee does not acquiesce, a receiver or trustee shall be appointed for
Licensee, or for all or any portion of the property of either, and such receivership or trusteeship shall
not be set aside within one hundred twenty (120) days after such appointment.
d). If Licensee shall fail to pay the License Fee, or any other charge required to be
paid by Licensee hereunder, when the same shall become due and payable, and such failure shall
continue for fifteen (15) days.
e). If Licensee shall fail to perform or observe any other requirement of this
Agreement to be performed or observed by Licensee but not specifically referred to in this Section,
1 Super Towers-Collier County- 2/5/2014 tff/�fr�� Page 10
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and such failure shall continue for thirty (30) days (or such shorter period as may be specifically
required pursuant to another provision of this Agreement) after Licensor shall give notice of the
failure to Licensee, or in case the failure be of such nature that it cannot be cured within said period
of thirty (30) days, then if Licensee shall fail within said thirty (30) day period to commence to cure
such Default and thereafter to diligently pursue completion of said cure.
f). This Agreement is subject to the following limitation: if at any time a Default shall
occur, then upon the happening of any one or more of the aforementioned Defaults, Licensor may
give to Licensee a notice of intention to end the Term of this Agreement at the expiration of thirty
(30) days from the date of service of such notice of termination. At the expiration of such thirty (30)
days, this Agreement and the Term, as well as all of the right, title and interest of the Licensee
hereunder, shall wholly cease and expire, and Licensee shall then quit and vacate the Tower Site
and Tower. Notwithstanding such termination, surrender and the expiration of Licensee's right, title
and interest, Licensee's liability under all of the provisions of this Agreement shall continue.
If this Agreement shall be terminated as herein provided, Licensor, or its agents or employees, may
remove Licensee, Licensee's agents, employees, sub licensees and any invitees, together with any
of its or their property and Equipment, from the Tower and Tower Site, without any summary
dispossess proceedings or any other action or proceeding at law. In the event of such termination,
Licensor may repossess and enjoy any space on the Tower, in any building or trailer or anywhere
else on the Antenna Site used by Licensee pursuant to this Agreement.
In case of re-entry, repossession or termination of this Agreement, whether the same is the result of
this institution of summary or other proceedings or not, Licensee shall remain liable (in addition to
accrued liabilities) to the extent legally permissible for(i) the (x) License Fees, and all other charges
provided for herein until the date this Agreement would have expired had such termination, re-entry
or repossession not occurred; and (y) reasonable expenses to which Licensor may be put in re-
entering the Licensed Space or repossessing the same; making good any Default of Licensee;
relicensing the same (including reasonable disbursements, marshal's fees, brokerage fees, in so
doing); minus (ii) the net proceeds of any relicensing. Licensee agrees to pay to Licensor the
difference between items (i) and (ii) hereinabove with respect to each month, at the end of such
month, Licensor shall use its best faith efforts to mitigate its damages in the event of a default
hereunder by Licensee.
If Licensor so elects as an alternative to the remedies set forth in the preceding paragraph, Licensee
shall pay Licensor, on demand, as liquidated, agreed final damages and not as penalty, an amount
equal to one (1) year License Fee. Upon payment of such liquidated and agreed final damages,
Licensee shall be under no further liability with respect to this Agreement after the date of such
demand.
If Licensee shall be in Default hereunder, Licensor may, at any time thereafter, cure said Default for
the account and at the expense of Licensee. Licensee shall pay, with interest at a rate of the lesser
of eighteen (18%) percent per annum or the maximum statutory interest rate, to Licensor on demand
the amount so paid, expended or incurred by the Licensor and any expense of Licensor including,
but not limited to, attorneys' reasonable fees incurred in connection with such Default; and all of the
same shall be deemed to be an additional License Fee.
4/lj //I/
Page 11
1 Super Towers Collier County- 2/5/2014 g
l6Eiü
Except as specifically set forth herein, with respect to the rights and remedies of and waivers by
Licensor: (a) the rights and remedies of Licensor set forth herein shall be in addition to any other
right and remedy now and hereafter provided by law. All such rights and remedies shall be
cumulative and not exclusive of each other; (b) a single or partial exercise of a right or remedy shall
not preclude (i) a further exercise thereof or(ii) the exercise of another right or remedy, from time to
time; (c) no delay or omission by Licensor in exercising a right of remedy shall exhaust or impair the
same or constitute a waiver of, or acquiescence to, a Default; (d) no waiver of a Default shall extend
to or affect any other Default or impair any right or remedy with respect thereto; (e) no action or
inaction by Licensor shall constitute a waiver of a Default; (t) no waiver of a Default shall be
effective, unless it is in writing.
27. Notice. Any notice, communication, request, reply or advise (herein severally and
collectively, for convenience, called "notice") in this Agreement provided or permitted to be given,
made or accepted by either party to the other must be in writing and shall effectively be given if (i)
hand-delivered; (ii) sent by Federal Express or a comparable overnight mail service; or (iii) sent by
prepaid registered or certified mail, return receipt requested Notice given in any other manner shall
be effective only if and when received by the other party to be notified, except as may be herein
provided with regard to verbal notice.
For purposes of notice the addresses of the parties shall, until changed as hereinafter
provided, be as follows:
If to Licensor, to: Timothy G. Sheehan
34 Main Street
Wenham, MA 01984
Telephone#: 978-526-8306
Fax#: 978-468-2809
If to Licensee, to: Board of County Commissioners
do Real Property Management
3335 Tamiami Trail
Naples, FL 34112
Telephone#: 239-252-87431
Fax#: 239-252-8876
Payments to be made payable to: Super Towers, Inc.
34 Main Street
Wenham, MA 01984
Telephone#: 978-526-8306
Fax#: 978-468-2809
The parties hereto and their respective heirs, successors, legal representative and assigns shall
have the right from time to time at any time to change their respective addresses and each shall
1 Super Towers-Collier County- 2/5/2014 Page 12
t,f/i0//ti
16E / 0
have the right to specify as its address any other address, by at least fifteen (15) days written notice
to the other party.
28. Partial Invalidity. If any term or provision of this Agreement, or the application thereof
to any person or circumstance, shall to any extent be invalid or unenforceable, as finally determined
by a court of competent jurisdiction, the remainder of this Agreement or the application of such term
or provision to persons or circumstances other than those as to which it is invalid or unenforceable,
shall not be affected thereby, and each term and provision of this Agreement shall be valid and
enforced to the fullest extent permitted by law.
29. Attorneys' Fees. If Licensee fails to perform any of the terms, covenants,
agreements or conditions contained in this Agreement and Licensor places the enforcement of this
Agreement, or any part thereof, or the collection of any sums due, or to become due hereunder in
the hands of any attorney, or files suit upon same, Licensee agrees to pay Licensor's reasonable
attorneys'fees.
30. Non-Waiver. Failure of Licensor to insist on strict performance of any of the
conditions, covenants, terms or provisions of this Agreement or to exercise any of its rights
hereunder shall not waive such rights, but Licensor shall have the right to enforce such rights at any
time and take such action as might be lawful or authorized hereunder, either in law or in equity. The
receipt of any sum paid by Licensee to Licensor after a breach of this Agreement shall not be
deemed a waiver of such breach unless expressly set forth in writing.
31. Alteration. This Agreement may not be altered, changed, or amended, except by an
instrument in writing signed by both parties hereto.
32. Subordination and Attornment. This Agreement shall not be a lien against the Tower
or Antenna Site and shall be subject and subordinate to any mortgages, or ground or master leases
that are, now or may hereafter be placed upon the Antenna Site. All such mortgages, or ground or
master leases shall have preference and precedence, and be superior and prior in lien, to this
Agreement, irrespective of the date of recording. This provision shall be self-operative, and no
further instrument of subordination shall be required. Nevertheless, Licensee agrees to execute,
without cost, any instruments which Licensor may deem necessary or desirable to confirm the
subordination of this Agreement. A refusal by the Licensee to execute such instruments shall
constitute a Default under this Agreement.
If the Tower or Antenna Site are encumbered by a Mortgage and such Mortgage is foreclosed, or if
the Tower or Antenna Site are sold pursuant to such foreclosure or by reason of a default under said
Mortgage, the notwithstanding such foreclosure, sale or default: (i) Licensee shall not disaffirm this
Agreement or any of its obligation hereunder, and (ii) at the request of the applicable Mortgagee or
purchaser at such foreclosure or sale, Licensee shall at torn to such Mortgagee or purchaser and
execute a new license for the Licensed Space setting forth all of the provisions of this Agreement
except that the term of such new Agreement shall be for the balance of the Term.
33. Construction Liens. Licensee is hereby notified that Licensor's interest in the
Property shall not be subject to liens for any improvements made or equipment installed on the
Property by Licensee, its agents, contractors, subcontractors or suppliers. In the event any claim of
1 Super Towers-Collier County- 2/5/2014 ( '( Page 13
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lien shall at any time, whether before, during or after the Term, be filed against any part of the Tower
or Tower Site by reason of work, labor, services or materials performed for or furnished to Licensee
or to anyone holding the licensed space through or under Licensee, Licensee shall forthwith cause
the same to be discharged of record or bonded to the satisfaction of Licensor. If Licensee shall fail
to cause such lien to be discharged or bonded within fourteen (14) days after being notified in writing
of the filing thereof, then, in addition to any right or remedy of Licensor, Licensor may discharge the
same by paying the amount claimed to be due, and the amount so paid by Licensor and all costs
and expenses (including reasonable attorneys' fees incurred by Licensor in procuring the discharge
of such lien) shall be due and payable by Licensee to Licensor as an additional License Fee upon
demand.
34. Holdover. If Licensee remains in possession of all or any part of the Licensed
Premises after the expiration or termination of this Agreement, Licensee shall be deemed as a
tenant-at-sufferance on a month-to-month basis, subject to all the terms, covenants, and conditions
of this Agreement, except those pertaining to the term of the Agreement, and shall pay a monthly fee
equal to two hundred percent (200%) of the most recent License Fee. Licensee's occupancy shall
continue on a month-to-month basis until: a) terminated by Licensor or Licensee, with written notice
of not less than thirty (30) days to the other, or b) renewed by written Agreement signed by all
parties.
35. Construction of Agreement. Should any provision of this Agreement require
interpretation in any judicial, administrative or other proceeding or circumstance, it is agreed that the
court, administrative body or other entity interpreting or construing the same shall not apply a
presumption that the terms thereof shall be more strictly construed against one party by reason of
the rule of construction that a document is to be construed more strictly against the party who
prepared the same, it being further agreed that both parties hereto have fully participated in the
preparation of this Contract.
36. Section and Paragraph Headings. The section and paragraph headings herein
contained are for the purposes of identification only and shall not be considered in construing this
Contract.
37. Time of the Essence. Time is of the essence in the performance of all obligations by
Licensor and Licensee under this Agreement.
38. Joint and Several Liability. If two or more individuals, corporations, partnerships or
other business associations (or any combination of two or more thereof) shall sign this Agreement as
Licensee, the liability of each such individual, corporation, partnership or other business association
to pay License Fees and perform all other obligations hereunder shall be deemed to be joint and
several. In like manner, if the Licensee named in this agreements shall be a partnership or other
business association, the members of which are, by virtue of statute or general law, subject to
personal liability, the liability of each such member shall be joint and several.
39. Authority. Licensee and the person executing this License on behalf of licensee
represent and warrant that such entity is a corporation duly qualified to do business in Florida and
that the individuals executing this License Agreement on Licensee's behalf are duly author ze to
y51 (/ ( /1/
1 Super Towers - Collier County-2/5/2014 Page 14
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execute and deliver this License Agreement on its behalf and that this License Agreement is binding
upon Licensee in accordance with its terms.
40. Successors and Assigns. This Agreement shall inure to the benefit of and be binding
upon the successors and assigns of the respective parties hereto.
41. Governing Law; Venue. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida. Each of the parties irrevocably and unconditionally;
(i) agrees that any suit, action or legal proceeding arising out of or relating to this Agreement shall be
brought in the courts of record of the State of Florida in Lee County; (ii) consents to the jurisdiction of
each such court in any suit, action or proceeding; and (iii) waives any objection which it may have to
the laying of venue of any such suit, action or proceeding in any of such courts.
IN WITNESS WHEREOF, the parties hereto have executed this License as the date aforesaid.
WITNESSES: LICENSOR:
SU R OWERS, INC.
By:
est Signa ree f imothy G. Sheehan, President
ceitAckArk
Witnesls ame(Print/Type)
Date: it// //6(
Witness Signature
Witness Name (Print/Type)
LICENSEE:
Date: /0 `' BOARD OF COUNTY COMMISSIONERS
Attest-•= COLLIER COUNTY, FLORIDA
b i
Clerk to the Board a- to Chairman's
Tom Henning, Chaim •n
item# �'
Approv •- ity for Licensee
Agenda / 1 101 id
Cate '
i ...-�
Jeffrey Kf'. z Date n44-1
County Attorney Reed I `f
•
Deputy auk
1 Super Towers -Collier County- 2/5/2014 Page 15
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EXHIBIT A
Super Towers, Inc./Collier County
LICENSE TERMS AND PAYMENTS
The Annual License Fee for the first year of this Agreement shall be $39,000.00, which shall be paid
monthly installments of$3,250.00(Monthly Licensing Fee) consistent with Section 4(a) and subject
to annual escalation of two and one half(2.5%) percent, effective on each annual anniversary of the
Commencement Date presented in Section 3 (a) of this agreement.
The Initial Term of this Agreement is five (5) years, and this Agreement shall renew automatically for
two (2) additional terms of five (5) years unless one of the parties gives notice to the other party, in
writing, of nonrenewal with such notice being given not less than ninety (90) days prior to the
expiration of the then current term of the Agreement. If this Agreement is permitted to automatically
renew, all of the terms, and conditions contained within it shall continue in force and the annual
escalator shall continue to apply.
The Licensee shall also make remittance to the Licensor for those payments if, and when due, in
association with Sections 4(b), 4(c), and 4(d) and as otherwise provided in the Agreement.
The Initial Term Commences on: April 1, 2014 and expires April 1, 2019;
First renewal term commences on: April 1, 2019 and expires April 1, 2024;
Second renewal term commences on: April 1, 2024 and expires April 1, 2029.
LICENSED SITE EQUIPMENT
1. Tower Mounting of 2 fiberglass antennas at the 210 foot level, one microwave dish at the
160' level, and associated line bridge, antenna/control lines, mounts, and fasteners per the
attached drawings (including specific equipment (antenna) product identification, frequency
information, and mounting location) attached hereto and identified as Addendum 1.
2. A 12' X 20' modular equipment shelter including front end entry access stairs and a rear end
security fencing of the building service systems (Air conditioners and electric service)
covering a total ground are not to exceed 360 s.f. (12' X 30') placed and constructed per the
Licensor approved site plan and construction drawings attached hereto and identified as
Addendum 2.
3. An emergency power generator system encompassing not more than 540 s.f. of ground
space (including any associated setback/restricted use area) placed and constructed per
the Licensor approved site plan and construction drawings attached hereto as Addendum 3.
1 Super Towers -Collier County- 2/5/2014 Page 1
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EXHIBIT B
Super Towers, Inc. /Collier County
Technical Standards
TIA — Telecommunications Industry Association Standards
EIA — Electronic Industry Association Standards
OSHA — Rules and Regulations
Rules and Regulations posted at the Antenna Site
Any written policies and/or procedures that the Licensor may have
in place regarding the Tower, Antenna Site and this Agreement.
(-/
1 Super Towers -Collier County- 2/5/2014 Page 1