Agenda 03/24/2026 Item #16F 1 (Approve the Third Amendment to the Agreement for the Provision of Telecommunication Services and Facilities with Vertical Bridge S3 Assets, LLC)3/24/2026
Item # 16.F.1
ID# 2026-580
Executive Summary
Recommendation to approve the Third Amendment to the Agreement for the Provision of Telecommunication Services
and Facilities with Vertical Bridge S3 Assets, LLC, authorizing Collier County to continue the operation of public safety
communication equipment previously installed on a communications tower at Loop Road.
OBJECTIVE: To approve a Third Amendment (“Amendment”) to the Agreement with Vertical Bridge S3 Assets,
LLC, to authorize Collier County (“County”) for the continued operation of Collier County-owned communications
equipment.
CONSIDERATIONS: On June 24, 1997 (Agenda Item 16.D.1), the County entered into an Agreement with Sprint-
Florida Incorporated, predecessor to the current owner, Vertical Bridge S3 Assets, LLC. The purpose of the Agreement
was to allow the County to install communications equipment for the County’s emergency radio system. The tower is
located at 33943 Loop Road in Ochopee, Florida. The Agreement was later amended by the First Amendment to
Standard Agreement for Central Office Space ("First Amendment") in October 2001 to modify the County’s space. This
First Amendment allowed the County to occupy additional tower capacity, reduce the rental rate, and extend the lease
term.
On December 11, 2018 (Agenda Item 16.C.5), the parties entered into the Second Amendment to the Agreement to
allow the County to occupy additional tower capacity and upgrade the existing antenna systems, thereby improving
radio system coverage of the County’s public safety radio system. The current lease term is set to expire on April 30,
2026.
Key Terms of the Amendment
Term: The attached Amendment extends the Agreement to May 1, 2031.
Renewals: The County has the option to renew for four (4) additional five (5) year terms, for a maximum lease term
through April 30, 2051.
Monthly License Fee: Monthly rent remains the same at $3,499.59. The annual rent will be increased by five (5) percent
each September throughout the life of the lease.
Premises: There is no change to the Premises or the equipment installed on the tower.
All other terms in the Agreement dated May 1, 1997, shall remain in full force and effect.
This item is consistent with the Collier County strategic plan objective to maintain a fully responsive, best-in-class
emergency management capability.
FISCAL IMPACT: The monthly rent of $3,499.59 will be paid from the 800MHz Inter-Governmental
Communications Program account number 1060-140480-644600. These costs were factored into the FY26 budget for
fund 1060.
GROWTH MANAGEMENT IMPACT: This item is consistent with the Growth Management Plan.
LEGAL CONSIDERATIONS: This item is approved as to form and legality and requires a majority vote for Board
approval. - CLD
RECOMMENDATION(S): To approve and authorize the Chairman to sign the Third Amendment to the Agreement
for the Provision of Telecommunications Services and Facilities with Vertical Bridge S3 Assets, LLC.
PREPARED BY: Nathaniel Hinkle, Public Safety Department
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3/24/2026
Item # 16.F.1
ID# 2026-580
ATTACHMENTS:
1. Third Amendment and Agreement - Exhibit A
2. Second Amendment
3. First Amendment
4. Agreement
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verticali ,r r,l'.'.Company Site lD; US-F1.8015 / PINECREST - Type2l IL$827
Customer Site lD; . i.
D
THIS THIRO AMENOMENT TO AGREEMENT FOR THE PROVISION OF TELECOMMUNICATION
SERVICES AN0 FACILITIES (this "Amendment") is entered into this by and between
Vertical Bridge 53 Assets, LLC, a Delaware limited liability company ('Comoanv"), and Collier County, a political
subdivision of lhe State of Florida, whose mailing address is in care of Real Property lvanagement, 2685 Horseshoe
Dr. South, Suite 103, Naples, FL 34104 ("Customel'),
RECITALS
WHEREAS, Company and Cuslomer are parties to that certain Agreemenl for lhe Provision of
Telecommunicalion Services and Facilities dated l\,4ay 1, 1997, as amended by that cerlain First Amendment lo
Standard Agreement for Central Office Space Lease and License dated October 23,2001, and as furlher amended by
thal certain Second Amendment lo Agreement for the Provision of Telecommunication Services and Facilities dated
December 1 '1 , 2018 (the "Aqreement"), whereby Company grants to Customer the right to use certain space for the
installation and operation of certain communications equipment located at 33943 Loop Road, Ochopee, FL 34141 (the
"PrEmises") i and
WHEREAS, Company and Cuslomer, in their mutual interest, wish to amend the Agreemenl as set forth
below.
N0W, THEREF0RE, in consideration of the foregoing and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, Company and Customer agree as follows.
Term Extension Company and Cuslomer acknowledge that without giving effect to this Amendment, the
currenl term of the Agreement is slated to expire on April 30, 2026, and Customer has no remaining renewal
terms. Company and Customer m ulually desire to and hereby agree to add Five(5) successive, Five (5) year
renewal lerms (each, a "Renewal Term") to the Agreement. Each Renewal Term shall commence
automalically unless Ctrstomer notfies Company of its intention to not renew the Agreement at leasl one
hundred eighty (180) days prior to the expiration of the then current term. Accordingly, following the full
execulion of lhis Amendmenl, the current term of the Agreement shall exprre on April 30, 2026 and the
Agreement shall have a final term expiration date of April 30, 2051 (in the event all Renewal Terms are
utilized)
2. Notico Addresses. Com pany's notice addresses under the Agreement are hereby amended to the following
Company Vertical Bridge 53 Assets, LLC
22 W Atlantic Ave, Suite 310
Delray Beach, Florida 33444
Attn: Leasing Administration
Ref . Site: US-FL-80'15
Vertical Bridge 53 Assels, LLC
22 W Atlantic Ave, Suite 310
Delray Beach, Florida 33444
Attn: General Counsel
Ref. Site: US-FL-8015
THIRD AMENDMENT TO AGREEMENT FOR THE PROVISION OF TE S
1
With a copy to
FACILITIES
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verticali.' " 'Company Site lD: US-FL-8015 i PINECREST - Type2l 1L4827
Customer Sile lD: . /.
3. Other Terms and Conditions Remain. ln the event of any inconsistencies belween the Agreement and this
Amendment, the terms of this Amendment shall control. Except as expressly set forth rn this Amendment, the
Agreement is unmodified and remains ln full force and effect. Each reference in the Agreement to itsetf shall
be deemed also to refer to this Amendment,
4. Caoitalized Torms. Capitalized terms used herein but not delined shall have the same meanings ascribed to
such terms in the Agreement.
5. Bindinq Effecl. This Amendment shall be bindin g upon and inure to the benefit of the parties hereto and their
respective heirs, executors, administrators, successors and assigns
6. Authoritv. Company and Customer each represenl and warrant that the person signing this Amendment on
its behalf is duly authorized to do so and thal this Amendment, as so executed, constilutes a legal, valid and
binding obligation of the parties hereto,
REIIIAINDER OF PAGE INTENTIONALLY BLANK
SIGNATURE PAGE TO FOLLOW
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vcrtical Company Sile ID US-FL-8015 / PINECRESI - 1ype2l IL-6827
Customer Site lD / .
lN WITNESS WHEREOF, Company and Customer have caused their properly authorized representatives to
execute this Amendment on the dates set forth below. and this Amendment shall be effective as of the date first set
forth above
Company:
Vertical E dge 53 Assets, LLC
a Delaware limited liability company
By
Name
Title:
Date
Customer:
DATED
ATTEST:
Crystal K Kinzel, Clerk of the
Circuit Court and Comptroller
, Deputy Clerk
Approved as to form and legalily
BOARD OF COUNTY CO|\,llI\4ISSIONERS
COLLIER COUNTY, FLORIDA
BY
Dan Kowal, Chairman
CLD
Colt ra /-hf;tra, Assistant county Artorney
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Cesar Fermin Blair Crawford
3/4/2026
SVP - Lease Administration
Tim Tuck
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Exhibit A
Page -.1of Pageff,Article 1
colller County
SPRINTf LORIDA, INCORPORATEO
AND
COLLIER COUNTY
AGREEMENT FOR THE PROVISION OF
TELECOMMUNICATION SERVICES AND FACILITIES
ARTICLE 1
GENERAL PROVISIONS
This Article, etfective as of the 1st day of May 1997, betw€sn Sprint-Florida, lncorporated
(herein referred to as 'Sprinf or "CompanyJ, and Collier County (herein referred to as "Collier
Counqf or 'Customef), sets forth the t€rms, conditions and compensation for the provision of
certain telecommunic€tion services as h€reafter described. ln consideraton of the mutual
promises herein contained, the parti6s agree as follows:
sEcTtoN r
SCOPE
This Agreement covers cenain services provided by Sprint to Collier County. The services
subject to thjs Agreement and the terms and conditions pursuant to which they will be supplied
by Sprint to Collier County a,E defined in this and the various other articles of this Agreement.
Those other.artides and their application to Article 1 may be modified from time to time. The
Articles in effecl are identified in Erhibit 1 to Article 1. Where any article to this Agreement
specific€lly defines terms, conditions or standards different from those identified in Article 1,
such terms, @ndilions or standards shall contrcl. This Agreomont specifies the terms,
conditions and compensation under which Sprint will provide services to Collier County. lt also
specifies the terms that gpvem lhe prot€c{ion of proprietary information provided by either party
pursuant to this Agreemenl
sEcnoN I
METHODS AND PRACTICES
Sprint agrees to provido the servic€s described in this Agreement in a manner that equals or
exceeds the accepted industry performancs standards for network quality, planning,
maintenance, and testing in effoct during the term of this Agreement, unless the parties
otherwise agree. Vvhenever an article specifically defines performance standards, such
standards shall govem the services provided pursuant to that article and shall supersede those
identified in Artftle 1.
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'"n"ilJ?'lln"1]Article I
CoIIier County
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DEFINlTIONS
For purposes of this Agreement, the following terms shall have thE follo\,\ring meanings:
1. Accsss Service means services used in the originabon or termination of interexchange
telecommunications.
2. Aoreement means Article 1 - General Provisions and all other articl€s (including exhibits and
attachments) that ar€ in effecl at a given time.
3. Au ev iew means an on-site visit for the purpose of reviewing the records and procedures
of a party to this Agreement relative to the provision ing of a service
Q!3!In means written notification from ona of the parties that billing rendered or revenue
remitteO is in eror (based on evidence provided by that party and verifiable by the other
party). A claim may affect the revenues or expenses of either party.
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5 Claim mount means an estimate of the principal dollar amount of the claim (excluding any
penalty charges)
6. Claim Number means a u nique identifier assi gned by the party initiating the claim for the
AudiUReview findings that constitute a claimpurpose of identifying and tracking a claim.
shall be asslgned a claim number.
7 Como sation means the amount of money due from Collier County to Sprint or from Sprint
to Collier County for selvic€s provided under this Agreement'
8. Concuned Claim means when the parties reach agreement on th€ terms of settlement for a
claim.
9. Data R€ouest means the comprehensive list of data elements, reports, syslems, bills, etc- to
be examined during an on-sito review.
10. Dispute means an unresolved claim requiring formal, written escalation for resolution.
1 1. Exchanqe or I Exchanoe means a geographic area within which a telephone company
may provide telephone exchange service as defined in Section 3(r) of the Communications
Act of 1934, as amended, 47 U.S.C. 153(r).
12. lnformation means information designated proprietary by a party pursuant to Seclion lV of
Article 1.
13. lnquirv means a verbal or written communication between the parties to initiate the
investigation or clarification of certain items or procedures.
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colller county
14. ln no E means within the exchange
't5. r ntraLATA Telecommun ications means telecommunications within a LATA
16. !-EtsIgIShenE means bEtween exchanges and may, depending upon applicable tariffs,
include extended area services and toll seNices,
17. lnterl-ATA Te lecomm unications means telocommunication services offered between LATAS
18. r ation means lhe revigw of a single issuo or a specific topic relating to the
provisioning of a seNice.
'19 LATA or cal Access and T Dort Area mean a geographic area encompassing one or
more local exchange areas within which a Bell operating company or its successor may
provide telecommunications servic,es, plus associated indepondent telephone company
exchanges. I-ATA also m6ans a geographic area encompassing one or more local
exchange areas within which an independent telephone comPany or companies, not
associaied with a Bell Operagng Company 1ATA, provide telecommunications servic€s and
which for the purpose of €xchange access service are treeted as a single access servic€
afea.
20 Late Pavme nt Charoe means the interest that ma y be added to amounts owing resulting
o from settlement of claims or disputes or as a result of payment not
payment dug date.
bging rendered by the
21. Non-owner means the party that has contracted for a service under this Agreement.
22. Notice Diso ute means a written nofce so designated, which identifies the dispute 8nd
initiatos formal escalation consist€nt with the procedures and requ irements set forth herein.
23. Owner means the party owning and providing a particular service under this Agreement.
24. Partv means Sprint or Collier County, or both, as the context shall rEquire.
25. Pavee means the party submitting a bill to the other party.
26. PeyeJ means the party to which a bill is submitt€d by the other party.
27. Point of Pr€sence (POP) means the location(s) wilhin a llTA at which an interexchange
canier obtains a@ess seryice.
28. Resolved Claim means a claim that has been resolved as a result of concunence and
r€c"ipu"enf".tion of the settlement amount or by withdrawal of th€ claim by the originator.
29. BllpgnllCd means the party against which a claim is made'
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31.Svstem of Sorint means the interexch ange switching, recording, operator service and
transmission facilities owned by SPrint or leased by Sprint from others that route, switch,
assist and transport Sprint's traffic (excluding facilities leased by Sprint to others)
32. Tel means the transmission, emission or rcception of information, signals
30. Svstem of Collier Countv means the interexchange switching, rscording, operator service
and transrxssion facilities owned by Collier County or leased by Collier County from others
that route, switch, assist and transport Collier County' s traffic (excluding facilities leasod by
Collier County to others).
u
or messag€s between or among points specified by the user
SECTION IV
PROTECTION OF PROPR]ETARY INFORMATION
Any information including, but not necessarily limited to, specifications, drawings, sketches,
models, samples, data, computer programs and olher sofhrvare or documentation of one party
that is fumiahed or available or otherwise disclosed to the other party pursuant to this
Agreement (.Proprietary lnformation') shall be deemed the property of the disclosing Party. Any
iniormation intended to be covered by the provisions of this Soc{ion must be specifically
designated in writing or appropriately markgd designating its proprietary stahJs. Proprietary
information shall be subject to the following terms and conditions:
A. Proprietary information shall b€ retumed to the disclosing party upon request. Unless
proprietary information was previously known to the receiving party free of any obligation to
keep it confidential or has b€en or is subsequently made public by an act not attributable lo
the receiving party, or is explicitly agreed to in wriung not to be r€garded as confidential, it:
(a) shall be held in confidence by the receiving party and its employees, contractors and
igents; (b) shall be disclosed only to those employees, crntractors, agents, or affiliates who
hive a need for it in connection with this Agreement and shall be used only for such
purposes; and (c) may be used for other purposes only upon such telms and conditions as
hay be agreed upon in wdting by Collier County and Sprint. lf information marked
proprietary and given to the receiving party was previously knorvn to the receiving party and
if ttre rediving party had no obligation to keep such information confidential, tho rsceiving
party shall immediately notify the disclosing party of such prior knowledge. Neither party
shali disclose, disseminate or release any proprietary information to anyone who is not an
employee, contraclor, agent or affiliate having a need for it in connection with this
Agieement unless othepise agreed upon in writing prior to any such disclosure,
dilsemination or release. The receiving party shall require any person not its employee or
aftiliate to whom it discloses proprietary intormation to sign an agreement to protecl that
proprietary information to the same extent the recaiving party is obliged to protec{ that
brobrietari information under this Seciion. Such an agreement shall be signed prior to
disclosing any proprietary information to the person not an employee or affiliate of the
receiving party.
B. Neither party shall be held liable for any enors or omissions in any proprietary information or
for any loss or damage arising out of the other party's use of any such proprietary
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Artlc:-e 1
colli€r county
information. Nothing in this Agreement shall require or prohibit the Payment of an
lppropriate fee by oie party to the other party for the use of any proprietary information
covered by this Agreement.
c. Each party agr€es to give notice to the olher party of any demands to disclos€ or provide
proprietary information under lawful process prior to disclosing or fumishing such proprietary
information and agreos to coop€rate in seeking reasonable protectiv€ anangements
requested by the other party. ln addition, any party may disdose or provide information of
the other plrty requested by a govemment ag€ncy having jurisdic{ion oyer the party;
provided that the party makes all reasonable efforts to obtain protective arangements
satisfactory to the psrty owning tho proprietary information; and provided further that the
party owning the proprietary information may not unreasonably withhold approval of the
pft,tective anangements.
D. No rights whatsoever are granted, by licenso or otherwise, by this Agreement with respect to
proprietary information except as needed for the purposes of this Agreement or as
authorized by ths disdosing party in writing.
E. h the event either party discloses, disseminates or raleases any proprietary information
received from the other party outside the terms of this Agreement th€ other party may
refuse to provide any further proprietary information and may demand prompt retum of all
proprietary information previously provided to such party; such refusal to provide any further
proprietary information shall not consutute a breach of this Agreement. These provisions are
in addition to any other remedies the party may have.
lnter@nnec-tion standads that either party has a legal obligation (independent of this
Agreement) to provide to the other party shall not be considered proprietary information for
purposes of this Agreement.
The provisions of this Section shall remain in €ffect for one (1) year after tormination of this
Agreem€nt unless otherwise agreed in writing by both parties.
SECTION V
RESTORATION OF SERVICE IN THE EVENT OF OUTAGES
Restoration of servic€ resulting from service Outages due to equiPment failures, human enor,
fire, natural disaster, acts of God, or similar oocurenoes shall be provided as follows:
Restoration priority shall be afforded to those network elements and services affec{ing national
secttrity or emorgency preparedness capabilities and those affecting public safety, health and
welfare as those elements and services are identified by the appropriate govemment agencies.
All oth€r seNice shall be restored as expeditiously as prectical.
sEcTloN vl
LIABIUTY FOR OUTAGE
The liability of Sprint in connection with the services provided to Collier County under this
Agreement shall b€ limited to a credit for outage time unless the outage is the result of gross
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Exhrbil A
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collier County
negligence or willful misconduct by sprint, their employ€es, agents, or contractors. such credit
shall be limited to an amount equal to that portion ol the charges orring under this Agreement
from Collier County to Sprint and attributable to the seNices provided by Sprint for the duration
of the outage and shall be based on a proportionate roduction of such charges. Any claim or
demand for credit as a result of any such outage shall be waived unless presented in Miting
within one (1) year after the date of the outage.
SECTION VIt
EXCHANGE OF INFORMATION
This Agreement provides for the exchange of certain informaton by the parties and the
provision of services and facilitles hereunder and administmtion of this Agreement. Also, each
party to this Agreement shall provid€ to the other parly data in suffci€nt detail to meet the other
party's needs in support of jurisdiclional separations, access/service planning and interl-ATA,/
intraLATA n6tt^ork planning requiremsnts. Any request for data should include an explanation
of intEnded use. Where any such information is not otherwis€ required to be provided under
this Agreement and is not otherwise developed by any party, such party may condition
fumishing such information upon the other party's agreement to pay the reasonable expenses of
developing such information. Upon Mitten request, each party shall provide information
reasonably necessary to enable the other party to estimate charges under this Agreement for
th6 following twelve (12) months; however, unless othetwise agreed, such information need not
be fumished more frequenty than semiannually.
ln the event that any data or information exchanged or providsd pursuant to or in contemplation
of this Agreement, that is an estimate or forecast or is based on an estimate or forocast, tums
out to be inaccurate, neither party shall have any liability to the other Party or any other person
in the absencs of willful misconduct. ln addition, the party providing any estimate or forecast
shall not be bound by such estimates, forecasts and information with respecl to future terms and
rights under this Agreement.
sEcnoN vilt
PRESERVATION OF RIGHTS OF THE OWNER
Nsither the provision of any seNices by Sprint to Collier County under this Agreement nor the
payment by Collier County for such servic€s shall create or vest in Collier County any easemont,
ownership, or property rights of any nalure in any facilities used to provide service under this
Agreement.
sEcTtoN rx
INDEPENDENT CONTRAGTORS
Each party agrees that it shall perform its obligations hereunder as an independent mntractor
and not as the agent, employeE or seruant of the other party. Each party has and hereby
retains the right to exercise full control of and sup€rvision over its own performance of the
obligations under this Agreement.
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sEcnoN x
FORCE MAJEURE
Neither party shall be held liable for any delay or failure in performance of any part of this
Agreement from any cause beyond its control and without its fault or n€gligence, such as acts of
God, acts of civil or military authority, govemment regulations, embargoes, epidemics, war,
tenorist ac{s, riots, insunections, fires, explosions, earthquakes, nuclear accidents, floods,
strikes, power blackouts, volcanic action, lighhing, other major environmental disturbances,
unusually severa weather conditions, inability to secure products or services of other persons or
transportation faciliti€s, destruction of or damage to facilities (i.e. cable cuts), or acis or
omissions of transportation common c€niers.
sEcTloN xl
COMPLI,ANCE TAITH EMPLOYMENT I.AWS
All obligations under this Agreement shall be performed in compliance with all aPplicable laws
prohibiting discrimination against any employee or applicant for employment because of race,
color, religion, sex, national origin, age or handicap. Vvhere required by law, certificates of
compliance shell be provided.
Each party shall comply with the provisions of the Fair Labor Standards Act of 1938, as
amended, and all other applicable federal, state and local laws goveming employment.
sEcTloN xll
BILUNG ARRANGEMENTS
Accounts of compensation for services provided under this Agreement shall be as specified in
the articles. Applicable taxes shall be in addition to the compensation amounts. The following
billing anangements apply for all compensation due under this Agreement unless otheMise
specified in the articles. Bills or statements will be rend€red monthly for all services and facilities
provided.
Bills will be payable thirty (30) calendar days from the bill date (as printed on the bill), subjeci to
the holiday treatment descdbed below. Bills are to be issusd by Sprint such that Collier
County's rec€ipt is twenty (20) calendar days prior to the required payment date to allow
adequato time for processing. Bills not issuad within this time frame will not be subject to the
late payment penalty discussed below for tho number of days the bill was late. The Payor will
use its best efforts to pay the bill by the due date and is responsiblo for proving that the bill was
received late should the Payor request that the lats payment penalty be waived. ln assessing
late payment penalties, it is the responsibility of the Payee to prove that the bill was rendered
and transmitted so as to provide rsasonable assurance that the bill would be received by tho
payor twenty (20) calendar days or more in advance of the payment date.
Payment must result in immediately available funds on or before the required payment date
unless the required payment date is on a weekend or holiday observsd by the remitting or
receiving bank. ln such cases, paymont in immediately available funds will be due as follows:
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Colller County
(a) lf sucir payment dat6 falls on a Sunday or holiday which is observed on a Monday, the
payment date shall be the first non-holiday following such Sunday or holiday;
(b) lf such payment date falls on a Saturday or on a holiday that is observed on Tuesday,
Wednesday, Thursday or Friday, the payment date shall be the last non-holiday preceding
such Saturday or holiday.
Unl€ss agreed to oth€rwise, any payment of one hundred thousand dollars (9100,000) or more
must be transmitted by elsc{ronic funds transf€r. Each bill must b9 accompanied by a reference
number having up to ten ('10) characlers with each payment accompanied by the roference
numbe(s) for tha bill(s) for which the paymsnt is received.
Any payment received after the required payment date, any payment received in funds that are
not immediately available as specifiod above, or any portion of the amount due that is not
received by the required payment date, will be subjec{ to a late payment charge, except as
provided below. lt is the responsibility of Sprint to pft,ve that Collier County failed to make
payment on or before the required date.
The late payment charge shall be the portion of the amount due eith€r received or cunently
outstanding after the payment date multiplied by a late factor. The late factor shall be 0.000493
per day, compounded daily for the number of calendar days from lhe required payment date to
and including the date of payment in immediately available funds or the highest interest rate (in
decimal value) which may be levied by law for commercial transactions in the state in which the
service is provided, whichevEr is lowest.
Sprint will include billing for late payment charges in the succeeding bill for the rolated services
or facilities.
Except as specified otherwise, any late payment by electronic funds fansfer resulting from bank
eror will not be subjec{ to the late payment charge if the payor verifies that it was not at fault.
The discrepancy will be resolved by the banks involved. lt is the responsibility of the payor to
notify the banks involved and coordinate resolution of the discrepancy. Repeat€d enors by the
sending party's bank will result in reimposition of lato payment charges to the sending party.
lf either party disputes any portion of a bill or statement amount, that party shall notify the otherparty in writing of the nature and basis of the dispute according to the claims and dispute
resolution procedures outlined in this Agreement. The parties shall use their b€st efforts to
resolve th€ dispute prior to th€ required payment date.
lf the dispute is not resolved by the required payment date, the payor shall, not withstanding the
continuod existonce of the dispute, pay the bill or statement amount in accordance withsettlement terms specified above, but payor shall reserve its claim against the other party forreimbursement after the dispute.
If the claim, in whole or in part, ulumately is resolved in favor of the payor, it shall be entifled to arefund from the other p8rty. The amount of ths r€fund shafi be an'amount equai io tne
I
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",n"flnl?'fln"flArticLe 1
collier county
o
sustained claim amount plus interest calculated from the date the payoj p?ys. !!e bill to.the date
ffi.frf;;y i;;;fioed f6r daims found in favor of lhe payor that are filed within six (6) months
litil-p.irrii"io"ti. For ctaims fited after six (6) months from rhe payment date, interest will be
ilia"l[ri in" daim dat€ to tnl oate the money is refunded to the payor. This.period shall
in"ii" irrr p"vrent date of the retund. Payment must result in immediately available funds on
grl p"i."6i ai"t" of the refund. The total amount of the refund shall be paid no later than thirty
fioiJ"na"r J"ys after written notico is given to both parties that the claim has been sustained'
lf collier county fails lo pay any amount due within thirly (30) calendar day-s of the due date'
;;;;;;";'gre righttoaiscontinue the provisions of the service to Collier Countv at any
J"no"i aiv. written
-notice by Certifi€d U.S: Mail to the person designated in Seciion XXlll of
this Article.
ln th€ cas6 of such discontinuance, all applicabl€ charges including termination charges shall
oecome due. lf sprint does not discontinue tho provision of the seNicEs involved on the date
6;dl; the thi'rty (30) catendar days notice and collier county's noncompliance continues,
n[ttrinJ
"ont"in"A
neriin snatt preclude Sprint's right to discontinue the provision of the services
to Collier County without further notice
sEcnoN xlll
DEPOSIT
o Br?i"l""ll"1l1l'J:r"TLx:",,iiJ';3i:i0".:T'fr#,?:J:ic.;:T;,i3ll'#";l,iTllii
"n"rg"r. su-ctr deposit may not exceed the actual or estjmated rates and charges for the
serv'ic" for a two (2) month perioO ptrs the amount of any termination charge_s attributable to the
service. The fact' that a ieposii has been made in no way relieves Collier County from
complying with regulations as to payment of bills'
When Collier County has been provided notico that a deposit is requiredprior to the provisioning
of a servica or facilii, such deposit amount shall be paid in full prior to Sprinfs aclivetion of the
service or facility. ln lhe event where a sErvice or facility is cunently operational and Sprint
determines a deposit is required, Sprint will provid€ notics to Collier County of a dePosit request'
identifying the amount of deposit b€ing requested and the reason for such action by Sprint. ln
this initaice, Sprint's request for a deposit will be based solely on Collier County's record of
performance'relitiv€ to the contractual obligations of the applicable service provided by Sprint.
bollier County will be required to remit the deposit in full within thirty (30) calendar days of
Sprint's d€posit request and shall be sublect to all other r€quirements and actions regarding
payments to Sprint.
When the provision of the service to Collier County is terminated, the amount of the deposit will
be credited to Collier County's account and any credit balance that may remain will bo refunded.
Collier County will receive interest in accordanco with the rules of the regulatory agencies in the
state where the service or facility is provided.
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Exhibit A ^-
eage |!of ease d I
Articl€ 1
collier county
sEcTloN xlv
CTAIMS PROCEDURES
when questions arise relativ€ to payment for services provided, both parties agree to use the
prooedures described below to resolve such questions in a timely and efficient manner:
lnouirv. Routine communications between the parties conc€ming potential elTors are
consiaereO inquiries not claims. lnquiries are resolved in normal practice through telephone
calls, routine busin€ss meetings or witten @mmunications. The purpose of any inquiry is to
acquire additional informaton. Both parties agre€ to provid€ in a timely manner this
necessary assistance in the investigation and resolution of inquiries. An inquiry may
addr€ss but is not necessarily limited to the following:
A
O
a) Usage volumes and missing data
b) ldentification of potential billing enors
c) Unexplained chocks orbulk adiustnents
d) Additional investigation required to substantiate I claim or back billing
e) Discrepancies between revenue and access volumes
lf an investigation results in ackno^rledgment of an enor by both parties, the enor will be
rectified. \A/here the resolution requires an exchange of moneys, the inquiry, if resolved at
the inquiry stage, will be documented or the originator of the inquiry will file a claim for the
purposo of documenting the activity taken to resolve the discrepancy and identify the dollar
amount involved. Procedures established below for the procossing of a claim will take etfect
in these instances.
B.Orioination of a Claim. ln lhe event that an issue cannot be resolved via an inquiry and
verifiable evidenc€ is available to suPport a claim, either party may subm it an issue as a
claim to the other party. All claims will originate from and be provided to the designated
representative of each party. All claims will be submitted in writing with both an appropriate
tracking number identified on the faco of the Mitten notice and adequate documentation
provided as may be reasonably required by either party to investigate, substantiate and
facilitate resolution of the claim.
lf either party believes that c,laims are being originated that are based on questionable
criteria, that party may request the establishment of a ioint SprinU Collier County forum to
discuss the pro@ss or data quality concems at issue.
C. Acknowledoment. Wthin ten (10) business days, the respondent will verbally acknowledge
receipt of a claim. lf the respondent cannot respond by the expected claim response date
(as identified in the claim and established at thirty (30) calendar days from the date of
issuance of the claim), it will so inform the originator at the time of acknowledgment and both
parties will mutually agree to a laler response date.
D. Claim Response. The parties agree to aciively pursue a response to the claim by the claim
response date. ln the event that the claim is concuned in by the respondent, the claim
response will include the following:o
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a
""n"'tini?'!ln"11Article I
Collier county
(e) Claim number
(b) Concuned Oate
(c) Concuned Amounts of Adjustment
(d) Calendarized Period for Adjustment
(e) Exp€cted Adjustment Dat€
(f) Penalty charg€ requirements (wher€ applicable)
(g) Method of Payment ( e.g.)
- Bill (detail of adjustment)
- Check
- Wire Transfer
. PARS
E. Claim Resolution. A claim will remain open until all issues are r€solved or a portion is
withdrawn by the claimant or concuned in by the parties through further negotiation or is
resolved through th€ dispute escalation procedures. Claims ere for the princiPal dollar
amount only. Penalty charges in accordance with the terms of this Agreem€nt and any
applicable tariffs may apply to a claim.
Claims are resolved when the originator verifies payment and sends a copy of the claim to
the respondent marked "Resolved.' The originator of a daim will make 6very effort to verify
payment of a concuned claim amount within thirty (30) calendar days of receipt of the
payment.
F. Denial of C laim lf the respondent finds that a daim is not meritorious, the respondent will
deny the claim by notice in writing to the originator. The originator may choose to withdraw
the claim and so notify the respondent in writing within thirty (30) calendar days. lf the
originator chooses to pursue the claim, both parties may meet to negotiate or pursue
resolution of the claim through the dispute escalation procedures.
SECTION XV
DISPUTE ESCALATION PROCEDURES
Claims that are not resolved may be escalated by either parly. These procedures are to be
followed in an attempt to resolve disputes expeditiously and fairly without the need to resort to
formal adjudicatory measures.
A. Notic€ sf Disoute. Either party may invoke the dispute escalation procedures by initiating
director level or higher writt€n conespondence to the designatod representative of the other
party. Notices of dispute shall be clearly marked as such and shall contain all information
necessary to pursu€ resolution of the dispute.
B. Disoute Response. The party to which the notice of dispute is directed shall respond in
writing no later than fiftGen (15) days from the dato of receipt of the notice of dispute. Such
response shall stat€ the party's position in detail.
o
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""n.il;?'fln"L'lArticle 1
Collier County
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o
C. Disoute Resolution. lf the designated representatives of the parties cannot reach agreementon resolulion of the dispute within thirty (30) business days of the issuance or tne iesoonseto the notice of dispute, either party may erec{ immediate retenat io rn" ,"rp!air"company's executive management.
D. Medla$on. lf negotiations between the companies' executive managemsnt do not result inresolution of the dispute within twenty (20) business days of the date-ot refenat, tn"n prio.. t"filing any judiciat action and within fourteon (.14) days from the expiration or ir,e
"rE"utir"management review, either.party may d€mand non-binding mediation by issuing a notice otmediation to the designaled re.pr.sentativ€ of the other pity. eom p"ril., ,g[" to p;r"a mediated resolution of the dispute in good faith. The notice of mediation jhall be'clearlymarked as such and contain the information necessary to pursue resolution of tne oisfute.Th€ originator of the notice of mediation shall anange to
-have
the notica oetiveieJ'-*tnintw€nty-four (24) hours of issuancs. unress ottrenrise agr.ed to uv tne parties,'tredesignated representatives of the parties sha agree upon ai independent ,.iirtoi_;tninfive (5) business days. said mediator shafl be an individuat ;h.,-;;[;r-th;'pil".othenrise muluallv agree, has never been emproyed, direc{y or indirec y, rv-"iurer-Jin"parties or their affiliates. lf the parties c€nnot agr;€ upon a mediator, then within the samefive (5) business day period each shafl appoint a-n independent representative, on"-"rt o r,r"never been emproyed, direcuy or indirectry, by e her of the pariies o.. u,"ii'rrnri"i".;
"rothes€ two independent representativ€s, within five (5) busineis oavs or ttrei, app"irir!",,shall appoint the mediator. The mediator shall set the time for a meeting to u" r,!io ,ritn g,e
designated representative of each party. Th€ designated repreientatives shal oeempowered to resolve the dispute on behalf of the partiei and may be ac"ompanieJ oy ananomey. A meeting shafl take.prace within thirty (30) days of the dite ot tre iipoinGeit orth€ mediator and shal be herd in a rocation agreeo to byihe parties and tne mediator.
The mediator sharr contror the procedurar aspects of the mediation, incruding the time andplace of each session, the agenda for each iession, whether a session sharibe , ."p"ot"meeting between th€ mediator and e party or a joint mseting with uom fartiei
-ariJ'itre
projected date for the conclusion.of the mediation irocess. At-any time rorrlwtnjtne'iniiialjoint meeUng, either party may withdraw from the mediation by writtin notic" to in-" meii"io.and tho other party. The mediator shafl attempt to mediate th'e aisprte ano orrn; ,h;';;;,lo a resolution of the issue. Failing this, the mediator at the concrusion ot tri meiiatonprocess, shafl provide to the parties within ten (10) days his/her opinion .rtr"
"ppioprii"resorution of the dispute. This opinion is not binding on either party and may not be used byeither pany in any future proceeding.
The mediation procoss shafl be reated as a compromise negotiation for purposes of thefederar rures of evidence and state rures of evidence. The meiiato*n"rr u! ai.lrariro-a'".a witness, consurtant or expert in.any pending or future acrion rerating to trr" ir{""i ,"tt",of.the mediation, incruding those botw;en p.Lom noiprrties to the mediaton. wthin five(5) business davs of receipt of ttre 'meoiJtors- lpiiion, """n party,s designatedrepresentative shafl meet one ('1) finar time to resorve tnd oisprte. rf they are unable to doso, both parties are free to pursui available legaf remedies.
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Alticle 1
CoIIler County
F
The entire mediation process is confidenual. The parties and the mediator shall not disclose
to tnlra p"rti". (1) information disclosed by eithef party during the mediation process or (2)
informaiion regarOing the mediation process itself, including any s€ttlement terms.
lf any party subjecl to th6 terms and conditions of this mediation provision fails or refuses to
appdai "t anA participate in a mediation meeting after due notice, the mediator may hear
ahi detErmine tre controversy upon evidence produc€d by the appearing party'
The mediation costs shall be bome equally by each Party, except that each party shall bear
tnJ cost of presenting its case at mediation. The mediatoCs compensation rate will be
determined at or before appointment. At the time of the mediato/s appointment, the
mediator shall be required tb'execute an agreement in the form mutually acceptable to the
parti€s, which agreement will set forth, among other things, the modiato/s duties, obligations
and compensation.
Pavment Uoon Resoluuon of Disoute. Where rosolution of a dispute requires the exchange
of moneys, pa,yment of the disputed amount will be made puGuant to the negotiated
settlement. Payment will include applicable penalty charges.
Course of Business. Unless otheMise agreed in ffiting, the parties shall continue to provide
service, honor all other COmmitments under this Agreement, and @ntinue to make payments
in accordance with this Agreement during the course of dispute resolution pursuant to the
provisions of this Section.
SECTION XVI
ATTORNEY'S FEES
ln the event either party to this Agreement is required to take action to enforce any of the terms
of this Agreement, the prevailing party shall be entited to recover from the other party
reasonabl; attomey's feos and costs, including reasonable attomey's fees and costs for any
appeals thereof, as well as any collection costs incuned.
E
o
sEciloN xvll
COMPLIANCE MONITORING
Collier County shall have the right to visit any service provision location annually upon
reasonable notice to Sprint to ensure that the terms of the AgreEment are being met. Visitation
rights shall include ths right to inspect the facilities of the other party and, upon thirty (30)
calendar days written notice, to review worksheets, performance or servic€ plan data, and
documents used in the preparation of bills for seryices provided to Collier County. Visitation
rights will not be afforded Collier County in those instances where audit or review activities will
provide adequat€ assurance that the terms of the Agreement are being met or where a visit to
the premise by Collier County would compromise Sprint's ability to prot€cl the proprietary
information of other customers of Sprint. Expenses incuned by Sprint for facilitating this
monitoring function may be assessed to Collier County, as identified in the individual articles to
this Agreement.o
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The following procedures establish the parameters agrBed to by both parties for the c,ondud of
an audit of the tel€communicetions servic€s identified in Exhibit 1 of this Artide. Audit rights
and the services to which they apply are further defined in thE other a.ticles to this Agrooment.
ln an effort to minimiz€ the number of on-premise visits, the parties agree to the combination of
subjects for an individual reviow (for example, billing and collection and revenu€s).
A. Review Periods and Freouencv. Unless agreed otheMise in any additional articles under
this Article 1, neither party may mnduct more than one (1) on-site audiureview per calendar
year in each of the party's operating entities. Periods available for revievv shall include any
period not previously revieu/ed by the parties and not exceeding twenty-four (24) months
prior to the scheduled review. Unless mutually agreed by the parties, the on-sits review will
not exceed two (2) consecutivo weeks in duration. Subsequent reviews will not occur until
such time as tho reviewe/s pr€vious review is closad, unless mutually agreed by the parties.
r"n"flnJ?'fln"ltArticle I
Colli€r County
sEcTloN xvlll
REVIEW PROCEDURES
B. Notification of Review and Resoonse. At least forly-five (45) calendar days prior to any
revieriv, the party requesting the review will provide the other party with written notificaton
outlining the following:
(a) General subject matter to be reviewed (e.9. billing and colleclion, revenues)
(b) Proposed period to be reviewed
(c) Proposed review start and end date
(d) Review personnel (inclusive of names and titles)
(e) Data request outlining the areas to be reviewod
(D lnformafion and resources required to perform he review
(g) Location
The party to be reviewed will respond in wriung to the requesting party's notiftcation within
thirty (30) calendar days of receipt to confirm the schedule and identify the host review team
personnel.
C. Pre-R eview Meetin or Conference Call The parties agree to conduct a pre-review meeting
or confer€nce call prior to th€ on-site review to discuss proc€dural details and to clarify the
data requost and information requir€ments. Tho request for a pre-revial meeting or
conference call will usually be included in the review requeste/s notification letter or in the
party to be reviewed's nasponse.
D. Postponement of the Review Date lf the party to be reviewed elec{s to postpone the
@mmonc€ment date, it will so advise the requesting party in writing within fifteen (15)
calendar days of receipt of the notice. The party to be review€d will state the reason for the
postponement and propose a new commencement date.
E. Post-AudiuReview Meetinq. At the completion of the on-site portion of the review, the party
requestng the review will conduct a posl-audiureview meeting. The purpose of this meeting
will be to disclose any findings from the review and identify any open issues.o
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O
t
Exhibil A
Pase lSot ease.L'l
Artlcle 1
collier county
F. Final AudiuReview Findinos Reoort. Forty-five (45) calendar days after the conclusion of the
review, the reviewing party shall provide a formal report of the audiuroview findings. The
final report shall contain all relevant findings from the review, including any findings that
might result in the submission of a claim. The final report shall specify any conection action
desired and identify any applicable revenue impacls. The final report shall be the reviewing
par!/s final response.
G. Response to Final Repel!. The reviowed party shall respond wilhin forty-five (45) calendar
days after receipt of the audiurevie\rv final report. The response shall detail any correciive
action taken and, whero applicabl€, respond to identified revenue impacis and identify the
method of comp€nsation to the reviewing party.
H. Review of Resolution Statement. The reviewing party will forward a r€view resolution
statement to the revieured party within forty-five (45) calendar days atter receipt of the
response to final report. The revieu, resolution statement shall attest to lhe receipt and
crmpleteness of the response to final report and formally declare closure of the review.
l. Non-Concurrence. lf a party disagr€os with all or part of the findings from lhe review, it may
submit a claim to the other parv. Claims will b€ handled in accordance with th€ claims
procedures identified in this Agreement or applicable articles to this Agreement.
sEcroN xtx
TERMINATION
This Agreement will continue in effect until all articles under this Agreement are terminated.
Each artide, except this Article 1, contains its own termination provision and may be terminated
separately. This entirg Agroemenl, induding all articles, may be terminated by eith€r party by
giving written notic€ to the other party Equal to the longest notice of termination period specified
in the articles in effect.
sEcTroN xx
ASSIGNMENT
Except as otheMise expressly provided in this Agreement, the assignment of any right,
obligation or duty, in whole or in part, or of any other interest under this Agreemont without the
Mitten consent of the other party shall be void. A party may assign its rights, obligauons, duties,
or interests under this Agre€ment to its rgspective affiliates without the consent of the other
party.
lf any affiliate of either party shall succeed to that portion of the business of such party that is
responsible for or entitled to any rights, obligations, duties or other interests under this
Agreoment, such affiliate may succeed to those rights, obligations, duties and interests of such
party under this Agreement. ln the event of any succession under this Section, the successor
shall expressly undertake in writing to the other party the performance and liability for those
obligations, duties and intsrests as to which it is succeeding as a party to this Agreement; and
the party shall thereafter be relieved of such obligations, duties and interests except for matters
arising out of events occuning prior to the dale of such undertaking.o
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,"n"[f;?'fln"H
Artlcle 1
collier county
sEcTloN xxl
NO RIGHTS TO THIRD PARTY
This Agreement shall. not be deemed to provide third parties with any remedy, claim' right of
ac{ion, or other right.
sEcTtoN xxll
INDEMNIFICATION
The indemnification provisions of this Section shall apply to all matters arising under this
Agreement.
To the extent not prohibited by law, each party shall indemnify the other and hold it harmless
against any loss, cost, claim, injury, or liability relating to or arising out of negligence or willful
misconduct by the indemnifying party or its agents or contftlctors in connec{ion with the
indemnifying party,s perfomance under this Agreement; provided, however, that any indemnity
for any loss, cost, claim, injury or liability adsing out of or relating to erors or omissions in the
provision of communication facilities or services under this Agl€ement shall be limited to a credit
allowance as otherwise sPecifi€d in this Agreement The indemnifying party agrees to defend
any suit brought against the other party for any such loss, cosl, claim, inlury or liability. The
indemnirigd party agrees to notify the other party promptly, in writing, of any claims, lawsuits or
demands for wtlich the other party is responsible under this Section and to cooperate in every
reasonabl€ way to facilitate defense or settlement of claims. The indemnifying party shall not be
liable under this Section for settlement by the indemnified party of any claim, lawsuit or demand
if thE indemnifying party has not approved the settloment in advance unless the indemnifying
party has had the defense of the claim, lawsuit or demand tendered to it in writing and has failed
to assume such defense.
No claims under this section, or claims with respect to charges under this Agreement or
adjustments of such charges, or any other claims with respect to this Agreement may be made
more than two (2) years after the date of the event that gave rise to the claim; provided,
however, that claims for indemnity under this Seclion may be made within two (2) years of the
accrual of the cause of action for indemnity.
sEcTtoN xxllt
NOTICE
Except as otheMise provided under this Agre€ment or in the attachments or exhibits hereto, all
notices, demands, or requests shall be deemod to have been duly given when made in writing
and delivered in person or deposited in the United States mail, certified mail, postage prepaid,
retum receipt requested; sent via telex; cable; eleclronic mail or facsimile and addressed as
follows:
T
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Artr.cle 1
colller County
For Collier CountY:
For Sprint:
,.n"[1"?'iln"U
Mr. Timothy L. Hancock, Chairman
Board O,f County Commissioners
Collier County
3301 East Tamiami Trail
Naples, Florida 34112
Direclor-Canier Marketing
Sprint-Florida, lncorPorated
P. O. Box 165000
Altamonte Springs, Florida 3271&5000
SECTION XXVII
TITLES AND HEADINGS
o
or to such other address as either party may specify by writen notice to the other'
sEcTloN xxlv
GOVERNING LAW
This Agreement shall be govemed by and construed in accordanc€ with the laws of the state of
Florida.
sEcrloN xxv
SEVERABILITY
lf any provision of this Agreement is held invalid, unenforceable or void, the r€mainder of the
ngr"L;"nt .nd not be aiecled thereby and shall continue in fu[ forc6 and effect.
sEcTloN xxvl
AMENDMENTS; WAIVERS
The various articles of this Agreement, including exhibits and schedules attached thereto and
incorporated by reference, constitute the €ntirc Agreement betwesn the parties and supers€de
iiip'rior o13r and nritt"n agre€ments, reprossntations, undertakings or proposals with respecl to
the subjed matter hereof.
ln addition, no course of dealing or failure of either party to enforce any provision .of this
egr."r"ni shall be construed ai a waiver of such provision or any other rights under. this
nir"em.nt. lf a party fails to enforce any provision of this.Agreement, it is still the responsibility
of-both parties to continue to comply with all provisions of this Agre€ment'
The parties may amend or modify any part of this Agreement only by a written document signed
Ui ttre parties to Oe ctrarged. Sucn iaion shall not @nstitute a modification or change of any
oiher part of this Agreement unless explicitly stated in such Agreement.
Titles, headings and table of contents of articles and sections of this Agr€ement have been
inserted for convenience of referencE only. They shall not define, modify or restrici the meaning
or interpretation of the terms or provisions of this Agreement.o
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Except as exprGssly provided herein, nothing contained in this Article shall be constru€d as
conferring by impticarion, *t#;";';-til;;* ;t ticense or right under anv patent' trade
Atticle 1
collLer County
name or copyright of either party'
""n"[f,]?'ftna]
sEcTloN xxvlll
INTELLECTUAL PROPERW
sEcTloN xxlx
PUBLIC]TY
sEcTloN xxx
COMPLIANCE
sEcTloN xxxl
EXECUTED IN COUNTERPARTS
Unlessotherwisemutuallyagreedupon,neitherpartyshallpublishorusetheotherparty's
name, languag€, pictures - iv,it-ut'rIirorn which'the'other party's name may be reasonably
iii""ii "ij.p]i"i'in any aov"iisin!, promotion or any other publicitv matter relating direcfv or
indirectly to this Agreement
o
Where required, Sprint and Collier County shall ensure compliance with all nece-ssary rul€s'
lic,enses and approvals tn"t ,r'v'0" i" "ni"t in the local,.state and interstate jurisdic{ions, that
;';qrit d i-n-[rre provisioning' "nd
p";o*'nce o-l service-s and facilities covered under this
Agreement. co ier county ,ni sp,lnl "gi; that other such rules could be dsveloped. Both
oarties will implement the n"""r*'w "ont'.is
to assure that the other party is held harmless from
ff;ims';'I;i;tation" or *;;; il;ses and approvals outside of its responsibilitv and
ll,Liiiili.^ir, i-il;i;;,ty f- ;il;yt'f*, and a1 cosrs direclly relared to violations of such
rules, licenses and aPProvals.
ThisAgreementmaybeexeartedinanynumberofcounterparts'eachofwhichshallbeanili;;r'ili ;"-h counterparts sha together constituto but one and the same document.
4t16197
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a/.
The parties have execut€d this Articlo 1 through their authorized representatives on the date set
torur'#ro," tn"i, signatures. The articles in effect as denoted in the lndex of Articles constitute
tne entire egreeme-nt bet*een the Parties. Any other existing- General Provisions Agreements in
"tf"a U"1r,Elgn th6 parties applicable to tho subject matter of this Article 1 ' General Provisions
eg;.r"nt ,no covering thg period subsequent to the.effeclive dat6 of this Artide 1, shall b€ of
nJ ror"e or effect for thl time period beginning with th€ €ffective date of this Article 1, except
itrri Corri"r County shall remain obligated to pay Sprint for any services rendered under th€se
other General Provision Agreements while they are in effect'
WTNESS: SPRINT'FLORIOA' INCORPORATED
Artlcle 1
collieE county
WTNESS:
ATTEST:
DryliGiil'E,:
,"n"'rqn:?'fln"D
By:
Title
Date
(GR4f
SVS ^%.-c
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rooks B. Albery
Director-Canier Marketing
COLLIER COUNTY
By v anco ck,r
.SRCCK,
CLERK
Title: Chairman, Board of County
Commissioners
Date:0
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'1
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o
Artlcle 1
colller county
Article
Number
1
3
14
EXHIBIT 1 TO ARTICLE 1
Exhibil A ,^ a
Pasej{)or easedl
Description
General Provisions
Floor Space
Tower Attachment
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Article 3
collier county
AGREEMENT FOR THE PROVISION OF
TELECOMMUNICATION SERVICES AND FACILITIES
ARTICLE 3
LAND'BUILDING SPACE
SPRINT-FLORIOA, INCORPORATED
AND
COLLIER COUNW
This Article, effective as of the 1st day of May, 1997, between Sprint-Florida, lncorporated,
"Sprint," and Collier County, "Collier Count/, both organized and existing under the laws of the
State of Florida, sets forth th€ terms, conditions and compensation for the provision of
land/building/rack spaoa as hereinafter descdbed. ln consideration of the mutual promises
herein contained, the parties agree as shown below:
SECTION I
SCOPE
The specific premises, tho terms of occupancy and the rates are specified in th€ attached
schedule(s). A separate scheduls shall be oxecuted for each leased unit of land/building space.
sEcTtoN I
LEASED PREMISES
Collier County leases and Sprint lets the premises, each of which is called the "leased
premises,'for the term specified in the sch€dule(s). lncluded with the leased premises is the
right to use @mmon areas relating to the particular leased premises.
sEcTloN lll
I.AND'BUILDING SPACE MEASUREMENTS
Leased land/building space shall be measured in net square feet, which comprises space
intended for occupancy by Collier County.
SECTION IV
PERFORMANCE STANDARDS
Sprint shall keep the leased premises free and clear of all encumbrances, restrictions or
limitations on its use within Sprint's control that prevent or interfere with Collier County's use in
accordance with this Article. lf Collier County shall obey and perform all of the covenants of this
Article regarding the leased premises, Sprint shall provide Collier County with the quiet, poaceful
and uninterrupted use of the leassd premises for the specified duration of each attached
schedule.
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'"n"ffi?'f:n"flArticle 3
colller county
Collier County shall not parmit the leased premises to be occupied for any business or purpose
that is unlawful or unduly hazardous. Whether or not any activity is unduly hazardous shall be a
decision within the sole discretion of Sprint, which discretion shall be reasonably exercised.
Sprint represents that it is not aware of any releases of Hazardous Substances (as defined
biltow; on the Property. Sprint will indemnify, protecl, defend and hold harmless Collier Coun$
from and against all claims, suils, actions, causes of action, assessments, losses, penalties'
costs, including clean-up costs, damages and oxp€nses, induding, without limitation,
reasonable attomeys' fees, sustained or incuned by Collier County pursuant to any federal,
stats, or local laws, implomenting regulations, @mmon law or otherwise, relating to thg release
by Sprint or its ag€nts, employees or @ntrac{ors of any hazardous substances, hazardous
chemicals, hazardous materials, toxic substances and/or contamination of any type whatsoever
(collectively, "Hazardous Substances") in, upon or beneath the Property.
Collier County will not bring to, hnsport across or dispose of any Hazardous Substances on the
Property without Sprinfs prior written approval, which approval will not be unreasonably
withheld, except Colliar County may keep on the Property substances used in backup power
units (such as batteries and diesel generators) commonly used in the wireless communications
industry. Collier County's use of any approved substances consttuting Hazardous Substances
must comply with all applicable laws, ordinances, and regulations goveming such use.
Collier County will indemnify, protect, defend, and hold harmless Sprint from and against all
claims, suits, aclions, causes of ac{ion, assessments, losses, penalties, costs, including clean-
up costs, damages and expenses, including, without limitation, roasonable attomeys' fees,
sustained or incuned by Sprint pursuant to any federal, state, or local laws, implgmenting
regulations, common law or otherwise, dealing with matters relating to hazardous substances
released by Collier County or its agents, employees, or contractors in, upon or beneath the
Property.
Collier County's employees shall at all times while on Sprint property, facilities, equipment sites
or right-of-ways (hereafter refened to as property) comply with all Federal and State
Occupational Safety and Health Administration (OSHA) regulations and all federal, stats and
local environmental standards, rules, regulations and orders issued by Federal and State
regulatory agencies.
Before any environmental hazards (defined as any substance the presence, use, transport,
abandonment or disposal of which (l) requires investigation, r€mediation, comp€nsation, fine or
penalty under any applicable law (including without limitation, the Comprehensive Environmental
Response Compensation and Liability Acl, Superfund Amendment and Reauthorization Act, the
Occupational Safety and Health Act and provisions with similar purposes in applicable foreign,
state and local jurisdictions) or (ii) poses risks to human health, safety or the environment
including, without limitation, indoor, outdoor or orbital spece environments, and is regulated
undsr any applicable law), hazardous chemical as defined by OSHA or hazardous material as
defined by the US Department of Transportation's (DOT) is used, applied or stored on Sprint
prop€rty, Collier County shall provide to Sprint a Material Safety Data Sheet (MSDS) for each
hazardous chemical, substance or material. Collier County shall also provide to Sprint the
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Artlcle 3
colll€r county
quantity and/or amount of all hazardous chemicals, substance or materials temporarily or
i"-"i"ntf V stored on Sprint property. Collier County sh€ll _provide spill response supplies and
firo"earres-to handle any release. Sprint maintains th€ right to rgfuse the use and/or storage of
any hazardous chemlcal, substance or material on Sprint property.
lf a Diesel Tank is placed on Sprint's property by Collier County, the Tank must be doublewalled.
Collier County must provide procEdures for managing the Diesel Storage Tank to ensure
integr,rty of tank is maintained and leaks can be identified and repaired in a timely manner.
Collior County must provide the Dies€l Tank spill response proc€dures.
collier county must provide an emergency point of contacl Phone number which can be
reached 24 hours a day, 7 days a week, in case of a release.
All flammable chemicsls and combustible materials must be r6moved from Sprint property at the
end of each tour of duty or must be stored in a metal cabinet specifically designed and marked
for flammables.
All personal injuri€s, vehicle accidents, spills of hazardous chemicals or hazardous materials or
property damige occuning on Sprint property must be r€ported to Sprint immediately. lnjuries,
accidents, spills and property damage may be reportad to the local Sprint supervisor.
Collier County employees while on Sprint property shall Gomply with all Sprint safety policies,
procedures and prac{ices conceming employee personal safety as identilied by the regional
safety and environmental point of contact.
Collier County employees while on Sprint property shall not use, possess, or s€ll illegal drugs,
alcohol, firearms or knives with a three inch or longer blade. ln addition, Collier County
employees shall not use pr€scription drugs which may impair the employeo's ability to work
safaly.
Collier County employees while on any enclosed Sprint property are prohibited from using any
tobacco products, including but not limited to, cigarettes, cigars, pipes, snuff, chewing tobacco,
etc.
tf th6 leased premisss or a portion thereof sufficient to make the leased pr€mises substantially
unusable shall be taken by eminent domain, the attached schedule relating to those pGmises
shall tsrminate as of the date of such taking with respect to said premises. Sprint and Collier
County shall thereupon be released from any further liability hereunder with r€spect to the
premises tak6n.
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"*.ff;?'iin"ltAlticl€ 3
CoIIier county
lf a part of the leased premises is so taken, leaving a portion thereof unusable, rent shall abate
in proportion to the part taken. collier county shall have the right to participate in the
condemnation award only to th€ extent the award iS for the value of trade fixtures,
improvements and aitorations to the leased premises substantially unusable if such
appropriation or taking results in Collier County's inability to use the facilities in the manner and
tdi ttr6 purposes for which they have b€en used or are p€rmitted to be used under this Article or
the related schedule(s).
Sprint shall give written notice to Collier County immediately upon receiving notice of
appropriation or taking.
ln the svent Collier County remains in possession of any leased premises after the expiration of
either th€ term granted herein or any renewal period, such possession shall be considered a
mongFto-month tenancy during which time Collier County's obligations under this Article and the
related schedule shall continue as if this Article and the related schedule were in full force and
effec't.
When a separate schedule is for building space, the performance standards shov\rn below shall
also apply. When the space consists of unsecursd rack space, the standards specific to Sprint
are tho only ones that aPPlY.
Sprint shall keep and maintain the building containing the leased premisos in good, safs and
proper condition throughout the term of this Article or any renewal thereof and repair the
premises when nec€ssary in accordance with Sprints standards.
Collier County may decorate and shall maintain, including janitorial service, and repair the
interior, nonstructural portions of the leased premises.
Collier County shall surender the leased premises at the termination date set forth in the
schedule(s) attached hereto pertaining to the particular premises. Colli6r County shall retum the
premises in as good condition as received, excepting nomal wear and toar.
Whenever Collier Coun$ proposes to make any alterations, additions or improvements to any
leased premises, it shall first fumish Sprint plans and specifications in such detail as Sprint may
reasonably request describing all such work. Such plans and specifications shall comply with
the requirements as Sprint may from tim€ to time reasonably prescribe. ln no event shall any
alterations, additions or improvements to the leased premises be commenced without Sprint's
prior written approval of tho plans and specifications. Such approval shall not be unreasonably
withheld. All such alterations, additions and improvements shall be performed at Collier
County's expense and in a workmanlike manner in compliance with all govemmental
requirements and the terms of this agreement. Work shall be performod at such times and in
suctl manner as to cause a minimum of interference with other construction in progress and with
Sprint's transaction of business.
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Arttcle 3
collier county
Collier County shall compensate Sprint for all leas€hold improvements made to the premises
specifically requ€sted or necassitated by Collier County's use of the facilities. The method of
calculation of such compensation shall be agreed upon prior to any improvements being made.
Collier County, at its own expense, may contest any tax or special assessments r€garding the
leased premises in any mann€r permitted by law, in its name and whenever n6cessary and with
Sprinfs permission, in Sprinfs name. Sprint shall cooperate with and execute any documents or
pleadings reasonably required for such purposes; provided, however, that the same shall be
without cost, liability or expense to Sprint.
At the request of either Collier County or Sprint, the parties agree to execute in recordable form
a memorandum of this Article that may contain any information described by either party with
respect to this Article cov€ring the leased premises.
sEcTroN v
USE OF PREMISES
Any leased premise shall be used for connec{ing Collier County's telecommunications
equipment direc{ly to Sprint's telecommunications network and for no other purposes without
the written permission of Sprint, which will not be unreasonably withheld.
The individual schedules attached hereto may contain further restriciions on the use of the
particular premises covered by that schedule.
SECTION VI
TERM OF ARTICLE
The initial tem of each schedule is separately specified therein
Th6 term of this Article shall extend until the expiration of the initial term set forth in the attached
sch€dules, plus all renewal periods determined in accordance with Seclion Vll.
This Article shall terminate when the last schedule attached to the Artide terminates.
SECTION VII
RENEWAL PERIODS
The renewal terms for each schedule are separately specified therein.
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Exhibit A
Page2lof PaseJ
o
Alticle 3
co11i6r county
sEcTroN vlll
GOMPENSANON AND BILLING
Collier County shall pay Sprint the amounts specified in the attached schedule(s) as
compensation for the services provided pursuant to this Article. spfint shall provide collier
County with a monthly bill. Any special or one-time charges shall be separately itemized.
Monthly bills shall be rendered and payment of billed emounts under this Article shall be in
accodance with Article I, Sec{ion Xll.
Th€ parties havs executed this Article 3 through their authorized r€presentatives on the dates
set forth belon, their signatures.
WTNESS:SPRINT.FLORIDA, INCORPORATEO
A--L l-//'-
6t-E6oks BTiiuerv
Title: Director-Canier Marketing
oare: tl^ t) -q>
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WITNESS:
AT]^F:iT'
Dli IilhT E . 3B0CK ,CLERK
,tleput yC
COLLI COUNTY
By: Mr.hy L. Hancock
Title Chairman, Board of County Commissioners
Date:.rl
tA
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Erhibil A
Paseffof ease f,'lArticle 14
collier county
SCHEDULE 1 TO ARTICLE 14
TOWERS
This Schedul€ 1 to A.ticle 14 is effective as of May 1' 1997
CONTRACT PERIOD
The initial term of this scfredule shall b€ for thr€e (3) years commencing on May 1, 1997, and
terminating on May 1, 2OOO. ln the event Sprint wishes to sell or remove the Pinecrest tower,
the lease lnal Ue terminable with two hundred seventy (270) days advance written notice to
Collier County. lf termjnation is due to actions of Collier County, all remaining rent for the life of
the lease shall be due and payable upon demand by Sprint.
RENEWAL PERIODS
This schedule will automatically renew unless one of the parties elecis not to renew. Automatic
renewals will be for the same time period as the initial term on the same terms and conditions,
other than price. lf either party elects not to ren€w, it shall notify the other party in writing of its
election no less than ninety (90) days prior to the expiration of the initial term or renewal period.
IDENNFrcATION OF EQUIPMENT
Collier County will permanenUy marutag all equipment placed on Sprint's tower for
identification purposes and annual inspection to ensure proper maintenance.
TOVVER ATTACHMENT DESCRIPTION
Tower space at th€ 3oo foot level for 2 antenna(e) oPerating at 806-860 MHz (based on a 12
foot whip antenna).
LOCATION: Florida Monroe EveroladesState County Exchange
25 45 44N 80 56 10W
Latitude Longitude
OTHER NOTES
Form 746G1) must be provided to Sprint beforo theProof of FAA clearance (FAA
antenna(e) is mounted to the tolver
Tower analysis and post construclion inspeciion will be at Collier County's expense.
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