HomeMy WebLinkAboutResolution_20-03/04_12/11/2003
RESOLUTION 20-03/04
A RESOLUTION OF THE VILLAGE COUNCIL OF THE
VILLAGE OF TEQUESTA, PALM BEACH COUNTY,
FLORIDA, APPROVING A LEASE AGREEMENT WITH
OMNIPOINT HOLDINGS, INC. C/O T-MOBILE OF
BELLEVUE, WASHINGTON, FOR THE LEASE OF 150 SQ.
FT. OF GROUND SPACE ON THE PROPERTY OF THE
VILLAGE FOR THE CONSTRUCTION, OPERATION AND
MAINTENANCE OF AN EQUIPMENT SHELTER, AND TO
ERECT, OPERATE AND MAINTAIN COMMUNICATIONS
ANTENNAS ON THE VILLAGE'S EXISTING
COMMUNICATIONS TOWER LOCATED AT 901 N. DIXIE
HIGHWAY, AND AUTHORIZING THE VILLAGE MANAGER
TO EXECUTE THE APPLICABLE AGREEMENT ON
BEHALF OF THE VILLAGE.
C7
NOW, THEREFORE, BE 1T RESOLVED BY THE VILLAGE COUNCIL OF
THE VILLAGE OF TEQUESTA, PALM BEACH COUNTY, FLORIDA, AS
FOLLOWS:
Section 1: The lease agreement with Omnipoint Holdings, Inc. c/o T-Mobile of
Bellevue, Washington, is attached hereto as Exhibit "A", incorporated by reference as
part of this Resolution is hereby approved, and the Village Manager of the Village of
Tequesta is authorized to execute the applicable agreement on behalf of the Village of
Tequesta.
THE FOREGOING RESOLUTION WAS OFFERED by Council Member von
Frank, who moved its adoption. The motion was seconded by Council Member
Capretta, and upon being put to vote, the vote was as follows:
FOR ADOPTION
Mayor Resnik
Vice Mayor von Frank
Council Member Genco
Council Member Watkins
Council Member Capretta
AGAINST ADOPTION
«-
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The Mayor thereupon declared this Resolution duly passed and adopted this 11~' day
of December, 2003 ---- - -
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ATT~~~
Village Cl k Mary Miles
Mayor Edward D. Resnik
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• LICENSE AGREEIVIENT
This License Agreement ("Agreement") is made and entered into by and between THE
VILLAGE OF TEQUESTA, a Florida municipal corporation, located at 250 Tequesta Drive,
Suite 300, Tequesta, Florida 33469, hereinafter designated "VILLAGE" and OMNIPOINT
HOLDINGS INC., a Delaware corporation d/b/a T-Mobile, located at 12920 SE 38`h Street,
Bellevue, WA 98006, hereinafter designated "LICENSEE." The VILLAGE and LICENSEE are
at times collectively referred to hereinafter as the "Parties" or individually as the "Party".
NOW, THEREFORE, in consideration of the mutual covenants contained herein and
intending to be legally bound hereby, the Parties agree as follows:
LICENSE AGREEMENT
PREMISES.
VILLAGE hereby grants to LICENSEE the non-exclusive right to use approximately One
Hundred Fifty (150) square feet of ground space on the property of the VILLAGE for the
construction, operation and maintenance of an equipment shelter, and to erect, operate and
maintain communications antennas on the VILLAGE's existing communications tower
("tower"), located at 901 N. Old Dixie Highway, Tequesta, Florida 33469, ("Premises") which
is located on a portion of real property owned by the VILLAGE ("Property") and which is
legally described in Exhibit A, attached hereto and made a part hereof. The LICENSEE shall
have the right to locate three (3) antennas on the tower at the one hundred foot (100') height
level, as more specifically shown on the site sketch attached hereto as Exhibit C.
Notwithstanding anything contained herein, the VILLAGE shall maintain exclusive ownership
of the tower and has the exclusive right to rent, lease or license all other space on the tower to
third parties and to collect the rent from any such leases or licenses. A description of the
communications antennas, wires, cables, conduits, pipes, coax, and other equipment is set forth
in Exhibit B, attached hereto and made a part hereof. A site sketch depicting the location of the
tower and the equipment shelter is attached hereto as Exhibit C. The equipment shelter shall be
fenced and secured by and at the sole expense of the LICENSEE using an eight foot high
security fence. Landscaping shall be as agreed upon by the parties prior to the commencement
of construction.
2. USE. LICENSEE may use the Premises for the transmission and reception of
communications signals and the installation, construction, maintenance, operation, repair and
replacement of its communication equipment, antennae and related equipment, wires, cables,
conduits, pipes and other accessories and improvements (collectively, the "Communications
Facility"). Upon execution of this Agreement, LICENSEE shall provide the VILLAGE with
copies of all Federal Communications Commission ("FCC") licenses for all frequencies used by
LICENSEE on the Premises. All equipment shall be painted in a neutral color so as to have the
equipment blend into the surrounding environment as best as is reasonably possible.
•
KAREN E. ROSELLI, ESQUIRE 1
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_~ 3. ACCESS.
VILLAGE grants to LICENSEE the non-exclusive right of ingress and egress from a public
right-of--way, seven (7) days a week, twenty four (24) hours a day, over the Property to and from
the Premises for the purpose of installation, operation and maintenance of the Communications
Facility, provided however that LICENSEE shall give the VILLAGE'S plant operator 24 hours
advance notice prior to any such access at (561)-575-6235 during business hours, and (561)-262-
4326 after hours, except in the case of an emergency. LICENSEE shall comply with all
reasonable security procedures established by the VILLAGE to prevent unauthorized access to
the Communications Facility and the Property generally. The VILLAGE and the LICENSEE
shall each designate emergency contact personnel to notify in case of an emergency requiring
access to the Communications Facility. The VILLAGE reserves the right to enter the Premises
at any time to visually inspect the Premises or to show the Premises to prospective licensees,
lenders, or purchasers.
4. ALTERATIONS.
Attached hereto as Exhibit B ("Equipment Specifications") is a list of all equipment and
antennae to be operated by the LICENSEE upon the Premises. LICENSEE shall not at any time
construct or install any additional antennas or equipment or make any improvements, additions,
modifications or alterations other than those approved by the VILLAGE, without the written
consent of the VILLAGE, which will not be unreasonably withheld, conditioned or delayed.
Notwithstanding the foregoing, the LICENSEE acknowledges that the appearance of the tower
• and its compatibility with the surrounding areas is a significant and major concern of the
VILLAGE and that the VILLAGE shall have the sole and exclusive discretion to approve or
deny a request for the installation of additional equipment and/or antennas, based solely on
aesthetics. In no event shall the LICENSEE be permitted to make changes or modifications
which: (i) expand or materially change or alter the LICENSEE'S use of the Premises; (ii) are
installed outside of the boundaries of the Premises as depicted on Exhibit C; or (iii) may
otherwise adversely affect the structure or appearance of the Premises. Whenever the
LICENSEE desires to make alterations, improvements, modifications, additions or other changes
to the equipment or antennae designated on Exhibit B, then the LICENSEE prior to making said
changes shall provide the VILLAGE with plans and specifications which fully describe the
equipment and/or antennae to be installed. The plans and specifications shall include, but not be
limited to, the name of the manufacturer(s), model numbers, serial numbers, safety requirements,
dimensions, weight, frequencies, and the location of the proposed installation(s) on the Premises.
The plans and specifications shall be reviewed by the VILLAGE and approved prior to the
commencement of any proposed changes or improvements. After VILLAGE'S approval of the
plans and specifications, an updated Exhibit B to this Agreement shall be prepared by
LICENSEE and signed by both the VILLAGE and the LICENSEE; thereafter, the VILLAGE
and the LICENSEE shall amend the Agreement to substitute the revised Exhibit B for the prior
Exhibit B.
5. RENT.
This Agreement shall be effective on the date that the VILLAGE signs this Agreement
• ("Effective Date"). The initial term shall be~~for a five (5) year period commencing on the
KAREN E. ROSELLI, ESQUIRE 2
• Effective Date (the "Commencement Date"). Annual rent for the first one-year of the term of
this Agreement shall be Thirty-Six Thousand and 00/100 Dollars ($36,000.00). Rent for the
initial five-year term, inclusive of the four percent annual increase, in the amount of One
Hundred Ninety-Four Thousand Nine Hundred Eighty-Seven Dollars, and Sixty Cents
($194,987.60), shall be paid in full by LICENSEE upon the earlier of the date of the issuance of
a building permit or forty-five (45) days after the Effective Date. Thereafter, annual rent shall be
paid in full and in advance to the VILLAGE or to such other person, firm or place as the
VILLAGE may, from time to time, designate in writing, on each anniversary of the
Commencement Date. Commencing on the first anniversary of the Commencement Date and on
each anniversary thereafter, and any extension terms of this Agreement, annual rent shall
increase by an amount equal to four percent (4%) of the previous year's rent. If LICENSEE fails
to pay any payment of rent within fifteen (15) days after receipt of written notice from the
VILLAGE of such failure, then LICENSEE shall pay a late charge in an amount equal to five
percent (5%) of the amount of rent then due. The late charge will be paid to the VILLAGE
within thirty (30) days after demand by the VILLAGE. LICENSEE and the VILLAGE agree
that the late charge is a reasonable estimate of the extra administrative expenses incurred by the
VILLAGE in handling the delinquency. Any and all sums of money or charges required to be
paid by the LICENSEE under this Agreement other than the annual rent shall be considered
"Additional Rent" whether or not the same is so specifically designated, and the VILLAGE shall
have the same rights to enforce due and timely payment by the LICENSEE of all Additional
Rent as are available to the VILLAGE relating to annual rent.
At the time of payment of the annual rent for the first five-year term of this Agreement,
LICENSEE shall also pay the VILLAGE cone-time financial contribution of Five Thousand
Dollars ($5,000.00), for reimbursement of legal and other professional fees incurred by the
VILLAGE in the negotiation and consummation of this Agreement.
6. ELECTRICAL.
LICENSEE shall install an electrical meter at the Premises for the measurement of electrical
power used by LICENSEE's operations. LICENSEE is responsible for paying the costs of such
electrical usage directly to the local utility provider. If it is determined that LICENSEE has
consumed electrical service or other utilities which are in addition to those metered by
LICENSEE's separate meter, the VILLAGE shall have the right to invoice LICENSEE for any
such charges, which shall be in addition to the rent and other payments required to be made by
the LICENSEE under this Agreement. The VILLAGE will not be liable for any interruption or
stoppage of electrical service to the Premises or for any damage to persons or property resulting
from that interruption or stoppage, unless caused by the negligence or willful misconduct of the
VILLAGE, its employees, servants or agents.
7. EXTENSIONS.
LICENSEE shall have the right to extend this Agreement for three (3) additional five (5) year
terms. This Agreement will automatically renew for each successive renewal term unless
LICENSEE notifies VILLAGE in writing of LICENSEE'S intention not to renew at least ninety
(90) days prior to the expiration of the existing term. LICENSEE shall have no right to renew
KAREN E. ROSELLI, ESQUIRE 3
• this Agreement, if the LICENSEE is in default under any provision of this Agreement beyond
any applicable grace or cure period when the then current term expires or ninety (90) days prior
to the expiration of the then current term.
8. CONSTRUCTION, MAINTENANCE; GOVERNMENTAL APPROVALS.
The LICENSEE will maintain, at its sole cost and expense, the Premises in good condition,
reasonable wear and tear excepted. All work must be performed by duly licensed contractors
specializing in such work, shall be performed in a good and workmanlike manner, shall be
prosecuted to completion in accordance with the plans and specifications and all applicable
governmental laws, regulations, rules, codes and orders. LICENSEE acknowledges that all work
performed by or on behalf of the LICENSEE is performed and accomplished solely for the
benefit and convenience of the LICENSEE and not for the benefit of the VILLAGE. LICENSEE
shall ensure that the construction of the Communications Facility and any other work performed
by or for the LICENSEE is performed to completion in accordance with the approved plans and
that all persons or entities performing work or providing materials relating to such improvements
including without limitation, all contractors, subcontractors, laborers, materialmen, suppliers and
professionals, are paid in full for such services and materials.
Any damage caused to the Property due to the acts or omissions of LICENSEE, its agents,
employees or contractors, or any damage caused by the installation, repair, maintenance and
operation of the Communications Facility, shall be repaired at -the sole cost of LICENSEE. If
LICENSEE fails to commence to perform its obligations under this Paragraph, the VILLAGE
will notify LICENSEE in writing of the specific required repair. If LICENSEE fails to perform
the maintenance or repair within fifteen (15) days of receipt such written notice from the
VILLAGE, the VILLAGE may perform the maintenance or repair at Licensee's expense.
LICENSEE will reimburse the VILLAGE within thirty (30) days after receipt of an invoice from
the VILLAGE for the cost of such maintenance or repair.
The VILLAGE shall cooperate with LICENSEE in its effort to obtain and maintain any required
governmental approvals ("Governmental Approvals") and shall take no action which would
adversely affect the status of the Property with respect to the permitted use thereof by
LICENSEE. The VILLAGE shall not be obligated to accept any restrictions or conditions of any
Governmental Approvals pertaining to the VILLAGE'S use of the Property that would adversely
affect the VILLAGE's use of the Property or the market value of the Property. In the event that
any of such applications for such Governmental Approvals should be finally rejected or
LICENSEE determines that such Governmental Approvals may not be obtained in a timely
manner or any Governmental Approval issued to LICENSEE is canceled, expires, lapses, or is
otherwise withdrawn or terminated by governmental authority, or that LICENSEE determines
that the Premises is no longer technically compatible for its use, or that LICENSEE, in its sole
discretion, will be unable to use the Premises for its intended purposes, LICENSEE shall have
the right to terminate this Agreement. Notice of LICENSEE'S exercise of its right to terminate
shall be given to the VILLAGE in writing by certified mail, return receipt requested, and shall be
effective upon the mailing of such notice by LICENSEE. All rent paid prior to the termination
date shall be retained by the VILLAGE.
..
KAREN E. ROSELLI, ESQUIRE 4
• 9. INDEMNIFICATION.
To the fullest extent permitted by laws and regulations, the LICENSEE shall indemnify, defend,
save and hold harmless, the VILLAGE, its officers, agents and employees from any and all
claims, damages, losses, liabilities and expenses, arising out of or pertaining to the construction,
maintenance, use and/or occupancy of the Premises and the Property by the LICENSEE or its
subcontractors, agents, officers, employees or independent contractors. The LICENSEE shall
pay all losses, claims, liens, settlements, or judgments of any nature whatsoever in connection
with the foregoing indemnification, including but not limited to, reasonable attorney's fees
(including appellate attorney's fees and costs). The indemnities provided by LICENSEE under
this Section 9 will not extend or apply to claims, damages, losses, liabilities or expenses caused
by or resulting from the negligence or willful misconduct of VILLAGE, its employees, agents or
contractors. Nothing contained herein is intended nor shall it be construed to waive the
VILLAGE's rights and immunities under the common law or Florida Statute 768.28, as amended
from time to time.
Except for liability resulting from or arising out of the acts or omissions of VILLAGE, its
servants or agents, the VILLAGE will not be liable for the following: (i) loss of or damage to
LICENSEE'S property located in or on the Premises or the Property, by theft or otherwise; (ii)
injury or damage to persons or property or the Premises resulting from fire, explosion, falling
sheetrock, gas, electricity, water, rain, snow or leaks from any part of the Premises or from the
pipes, appliances or plumbing works, street or subsurface or from any other place or by
dampness; (iii) injury or damage caused by other licensees of the Property or any person on the
• Property, by occupants of property adjacent to the Property, by the general public, or by the
construction of any private, public or quasi-public work; (iv) any latent defect in construction of
the Property; or (v) any loss or damage due to imperfect or unsatisfactory communications
experienced by LICENSEE for any reason whatsoever.
10. INSURANCE.
During the term of this Agreement, LICENSEE will maintain comprehensive general liability
and property liability insurance with liability limits of not less than $3,000,000.00 combined
single limit for injury to, or death of one or more persons in any one occurrence and for damage
or destruction to property in any one occurrence and the VILLAGE will be named as an
additional insured on all such commercial general liability policies and such coverage will be on
a primary basis. In addition, the LICENSEE shall maintain worker's compensation insurance in
accordance with the statutory requirements of the State of Florida. LICENSEE'S insurance must
be underwritten by one or more insurance companies that are authorized to do business in the
State of Florida. LICENSEE will deliver to the VILLAGE, no later than fifteen (IS) days after
the Effective Date, certificates of insurance evidencing the coverages required under this
Agreement. All required insurance shall preclude any underwriter's rights of recovery or
subrogation against the VILLAGE with the express intention of the parties being that the
required coverages protect both parties as the primary insurance for any and all losses covered by
the above described insurance. The provisions of this Paragraph shall survive the termination or
earlier expiration of this Agreement.
•
KAREN E. ROSELLI, ESQUIRE 5
11. ANNUAL TERMINATION.
Notwithstanding anything to the contrary contained herein, provided the LICENSEE is not in
default hereunder and shall have paid all rents and sums due and payable to the VILLAGE by
LICENSEE, LICENSEE shall have the right to terminate this Agreement upon any anniversary
of the Commencement Date provided that six (6) months prior notice is given the VILLAGE. In
the event of LICENSEE's early termination of the Agreement under this Paragraph, LICENSEE
shall pay the VILLAGE a termination fee equal to one (1) year's annual advance rent, at the then
current rate, which shall be in addition to any prepaid rent for the then current term.
12. INTERFERENCE.
The frequencies to be used by the LICENSEE and VILLAGE are set forth on Exhibit "D"
("Frequencies"), attached hereto. From and after the date of this Agreement, LICENSEE agrees
that any additional equipment it desires to install upon the Premises shall be of the type and
frequency that will not cause measurable interference to the equipment of other licensees and
tenants of the Property, provided that the other licensees and tenants of the Property continue to
operate within their respective frequencies and in accordance with all applicable laws and
regulations. In the event of such interference, and after the VILLAGE has notified LICENSEE
of such interference, LICENSEE will take all steps necessary to correct and eliminate the
interference. If LICENSEE is unable to cure such interference within seventy-two (72) hours
after receipt of notice from the VILLAGE, LICENSEE agrees to temporarily discontinue use of
its Communications Facility or portion thereof causing the interference until such time as
LICENSEE is able to cure the interference; provided, however, LICENSEE shall be able to
intermittently continue Lise of its Communications Facility solely for the .purpose of testing
whether the interference has been cured.
In the event a dispute arises between the VILLAGE and LICENSEE aver the source of
continuing interference under this Paragraph, the VILLAGE and LICENSEE agree to mutually
select an independent consultant ("Independent Consultant") with expertise in electronic
telecommunications to determine the source of the interference. The Independent Consultant's
determination will be conclusive. The fees for the Independent Consultant shall be shared
equally by the VILLAGE and the LICENSEE; provided however that if the Independent
Consultant determines that the LICENSEE's Communications Facility is the source of the
interference, LICENSEE will pay all of the fees and expenses of the Independent Consultant and
LICENSEE will cease all operations until the interference is resolved. The Parties acknowledge
that there will not be an adequate remedy at law for non-compliance with the provisions of this
Paragraph and therefore, either Party shall have the right to specifically enforce the provisions of
this Paragraph in a court of competent jurisdiction.
13. REMOVAL UPON TERMINATION.
Upon termination of the Agreement, LICENSEE shall, remove its equipment, fixtures and all
personal property and restore the Premises to its original condition, reasonable wear and tear
excepted within sixty (60) days of the date of termination. If such time for removal causes
LICENSEE to remain on the Premises after termination of this Agreement, LICENSEE shall pay
KAREN E. ROSELLI, ESQUIRE
rent at the then existing annual advance rate, until such time as the removal of its equipment,
fixtures and all personal property are completed. If LICENSEE fails to remove its equipment,
fixtures and all personal property within the sixty (60) day period, the VILLAGE shall have the
right to remove and store or dispose of such equipment, fixtures and personal property at the sole
cost of LICENSEE, including all reasonable attorney's fees incurred in connection with the
removal and storage or disposal of such equipment, fixtures and personal property.
14. QUIET ENJOYMENT.
The VILLAGE covenants that LICENSEE, on paying the rent and performing the other
covenants on its part to be performed under this Agreement, shall peaceably and quietly have,
hold and enjoy the Premises.
16. TITLE.
The VILLAGE covenants that the VILLAGE is seized of good and sufficient title and interest to
the Property and has full authority to enter into and execute this Agreement. The VILLAGE
further covenants that there are no other liens, judgments or impediments of title on the Property,
or affecting the VILLAGE's title to the same and that there are no covenants, easements,
restrictions or agreements binding on the VILLAGE or the Property which prevent the use of the
Premises by the LICENSEE as set forth above.
17. INTEGRATION.
It is agreed and understood that this Agreement contains all agreements, promises and
understandings between the VILLAGE and the LICENSEE and that no verbal or oral
agreements, promises or understandings shall be binding upon either the VILLAGE or the
LICENSEE in any dispute, controversy or proceeding at law, and any addition, variation or
modification to this Agreement shall be void and ineffective unless made in writing signed by
the Parties. In the event ariy provision of the Agreement is found to be invalid or unenforceable,
such finding shall not effect the validity and enforceability of the remaining provisions of this
Agreement. The failure of either Party to insist upon strict performance of any of the terms or
conditions of this Agreement or to exercise any of its rights under the Agreement shall not waive
such rights and such Party shall have the right to enforce such rights at any time and take such
action as maybe lawful and authorized under this Agreement, either in law or in equity.
18. GOVERNING LAW.
This Agreement and the performance thereof shall be governed, interpreted, construed and
regulated by the laws of the State of Florida, and venue for any action arising out of this
Agreement shall be in Palm Beach County, Florida.
19. NO SUBLETTING OR ASSIGNMENT.
The parties expressly understand and agree that the VILLAGE shall have the sole and
• -- exclusive right to lease additional space on the tower and on the ground for the installation
KAREN E. ROSELLI, ESQUIRE 7
of additional antennas, cables and equipment. All rent or other compensation derived
from the rent of additional tower and/or ground space shall belong exclusively to the
_VILLAGE and the LICENSEE shall have no rights or claims to any such revenues. The
assignment, subletting or subleasing of any rights or space conferred hereunder shall
constitute a material breach of this Agreement by -the LICENSEE and the VILLAGE shall
have the right to terminate this Agreement effective immediate and to pursue all legal and
equitable remedies available to it under this Agreement and applicable law.
This Agreement may not be sold, assigned or transferred by LICENSEE without the prior written
consent of the VILLAGE, which will not be unreasonably withheld, conditioned or delayed,
provided however that prior consent of the VILLAGE is not required if the assignment is made
to LICENSEE'S principal, affiliates, subsidiaries of its principal or to any entity which acquires
all or substantially all of LICENSEE'S assets in the market defined by the Federal
Communications Commission in which the Property is located by reason of a merger, acquisition
or other business reorganization.
20. NOTICES.
All notices hereunder must be in writing and shall be deemed validly given if sent by certified
mail, return receipt requested or by commercial courier, provided the courier's regular business is
delivery service and provided further that it guarantees delivery to the addressee by the end of
the next business day following the courier's receipt from the sender, addressed as follows (or
any other address that the Party to be notified may have designated to the sender by like notice):
VILLAGE: VILLAGE OF TEQUESTA
250 Tequesta Drive, Suite 300
Tequesta, Florida 33469
Attention: Village Manager
Telephone: 5 61-575-6200
LICENSEE: Omnipoint Holdings, Inc.
c/o T-Mobile
12920 SE 38`" Street
Bellevue, WA 98006
Attention: PCS Lease Administrator
With a copy to Legal Department
With a co to:
Omnipoint Holdings, Inc.,
c/o T-Mobile
3111 W. Martin Luther King Drive, Suite 400
KAREN E. ROSELLI, ESQUIRE $
Tampa, FL 33607
Attention: Lease Administration Manager
Notice shall be effective upon mailing or delivering the same to a commercial courier, as
permitted above.
21. SUCCESSORS.
This Agreement shall extend to and bind the heirs, personal representatives, successors and
assigns of the Parties hereto.
22. RECORDING.
This Agreement shall not be recorded by either party in the Public Records.
23. DEFAULT.
In the event there is a default by LICENSEE with respect to any of the provisions of this
Agreement or its obligations under it, including the payment of rent, the VILLAGE shall give
LICENSEE written notice of such default. After receipt of such written notice, LICENSEE shall
have fifteen (15) days in which to cure any monetary default and thirty (30) days in which to
cure any non-monetary default, provided LICENSEE shall have such extended period as may be
required beyond the thirty (30) days if the nature of the cure is such that it reasonably requires
more than thirty (30) days and LICENSEE commences the cure within the thirty (30) day period
and thereafter continuously and diligently pursues the cure to completion.
24. ENVIRONMENTAL.
LICENSEE shall not incorporate into or use, place, or dispose of any hazardous or toxic
materials on the Premises or the Property in violation of any environmental laws. For purposes
of this Agreement, hazardous or toxic materials mean any and all materials, substances, waste
and chemicals classified under applicable governmental laws, rules or regulations as hazardous,
or toxic substances, materials, waste or chemicals. If LICENSEE ever has knowledge of the
presence in or upon the Premises of hazardous or toxic materials, LICENSEE must immediately
notify the VILLAGE in writing.
25. CASUALTY.
In the event of damage by fire or other casualty to the Premises that cannot reasonably be
expected to be repaired within forty-five (45) days following same or, if the Property is damaged
by fire or other casualty so that such damage may reasonably be expected to disrupt
LICENSEE's operations at the Premises for more than forty-five (45) days, then LICENSEE
may at any time following such fire or other casualty, provided the VILLAGE has not completed
the restoration required to permit LICENSEE to resume its operation at the Premises, terminate
this Agreement upon fifteen (15) days written notice to the VILLAGE. Any such notice of
termination shall cause this Agreement to expire with the same force and effect as though the
KAREN E. ROSELLI, ESQUIRE 9
• date set forth in such notice were the date originally set as the expiration date of this Agreement
and the parties shall make an appropriate adjustment, as of such termination date, with respect to
payments due to the other under this Agreement. Notwithstanding the foregoing, all rental shall
abate during the period of such fire or other casualty.
26. CONDEMNATION.
In the event of any condemnation of the Property, LICENSEE may terminate this Agreement
upon fifteen (15) days written notice to the VILLAGE if such condemnation may reasonably be
expected to disrupt LICENSEE'S operations at the Premises for more than forty-five (45) days.
LICENSEE may on its own behalf make a claim in any condemnation proceeding involving the
Premises for losses related to the antennas, equipment, its relocation costs and its damages and
losses (but not for the loss of a leasehold interest). Any such notice of termination shall cause
this Agreement to expire with the same force and effect as though the date set forth in such
notice were the date originally set as the expiration date of this Agreement and the parties shall
make an appropriate adjustment as of such termination -date with respect to payments due to the
other under this Agreement.
27. SUBMISSION OF LICENSE AGREEMENT.
The submission of this Agreement for examination does not constitute an offer to license the use
or occupancy of the Premises and this Agreement becomes effective only upon the full execution
of this Agreement by the Parties. If any provision herein is invalid, it shall be considered deleted
from this Agreement and shall not invalidate the remaining provisions of this Agreement. Each
of the Parties hereto warrants to the other that the person or persons executing this Agreement on
behalf of such Party has the full right, power and authority to enter into and execute this
Agreement on such Party's behalf and that no consent from any other person or entity is
necessary as a condition precedent to the legal effect of this Agreement.
28. APPLICABLE LAWS.
LICENSEE shall use the Premises as may be required or as permitted by applicable laws, rules
and regulations. The VILLAGE agrees to keep the Property in conformance with all applicable,
laws, rules and regulations and agrees to reasonably cooperate with LICENSEE regarding any
compliance required by LICENSEE in respect to its use of the Premises.
29. SURVIVAL.
The provisions of the Agreement relating to indemnification shall survive any termination or
expiration of this Agreement. Additionally, any provisions of this Agreement which require
performance subsequent to the termination or expiration of this Agreement shall also survive
such termination or expiration.
KAREN E . ROSELLI , ESQUIRE 10
. 30. CAPTIONS.
The captions contained in this Agreement are inserted for convenience only and are not intended
to be part of the Agreement. They shall not affect or be utilized in the construction or
interpretation of the Agreement.
31. RADON GAS.
Radon is a naturally occumng radioactive gas that, when it has accumulated in a building in
sufficient quantities, may present health risks to persons who are exposed to it over time. Levels
of radon that exceed federal and state guidelines have been found in buildings in Florida.
Additional information regarding radon and radon testing may be obtained from your county
health department. This notice is provided pursuant to Section 404.056, Florida Statutes.
32. TAXES.
The LICENSEE shall be responsible for the payment of all taxes, charges and assessments of any
kind (including without limitation all real property taxes) levied, charged, or assessed against the
property and/or equipment of the LICENSEE and/or which are directly attributable to
LICENSEE'S equipment and personal property located on the Property.
33. SAFETY CERTIFICATIONS.
• On each of the following occasions, LICENSEE will provide the VILLAGE with a certification
from a qualified independent third party acceptable to the VILLAGE ("Safety Certification"): (i)
prior to commencing installation of the equipment and Communications Facility; (ii) within sixty
(60) days after commencing operation of the Communications Facility; and (iii) at any
subsequent time that LICENSEE makes material alterations to the Communications Facility that
affect in any manner the equipment, Communications Facility or radio frequency transmissions
from the equipment or the Communications Facility. Each Safety Certification must verify that:
(i) the Communications Facility does not generate radio frequency emissions at a level that could
cause persons in uncontrolled areas to be exposed to radiation in excess of the Maximum
Permissible Exposure levels established by FCC regulations; (ii) the Communications Facility
does not generate radio frequency emissions at a level that could cause persons who enter
controlled space, as defined by FCC regulations, to be exposed to radiation in excess of the
Maximum Permissible Exposure levels established by the FCC for occupational exposure. If the
Safety Certification does not provide the verifications described herein, then VILLAGE may
terminate this Agreement effective upon written notice to LICENSEE.
C7
KAREN E. ROSELLI, ESQUIRE 11
. • 34. ATTORNEY'S FEES.
It is the understanding of the Parties that if legal action is required to enforce this Agreement, the
prevailing party will be entitled to reasonable attorney's fees and costs in addition to any other
relief to which the prevailing party is awarded.
35. ACCORD AND SATISFACTION.
In the event the LICENSEE pays an amount than is less than the amount stipulated to be paid
under this Agreement, such payment shall be considered to be made only on account of the
stipulated amount. No endorsement or statement on any check or letter shall be deemed to be an
accord and satisfaction. The VILLAGE may accept any check or payment without prejudice to
the VILLAGE'S right to recover the balance due or to pursue any other remedy available to the
VILLAGE pursuant to this Agreement or under the law.
36. LIST OF LICENSE AGREEMENT EXHIBITS (ALL OF WHICH ARE
INCORPORATED HEREIN AND MADE A PART HEREOF):
EXHIBIT A- Legal description.
EXHIBIT B- Equipment Specifications
EXHIBIT C- Site sketch/site plan
EXHIBIT D- Frequencies
• IN WITNESS WHEREOF, the Parties hereto have set their hands and affixed
their respective seals the day and year first above written.
/ VILLAGE:
WITNESS
Name: ~ ~ ~ ~-~ ~-~-c~ ~ ~ ~°
LtYoy
WITNES 'l
Name: ~tV (d ~ ~
WI
Name: S ~c '~ i c.~--~..q
/k~
ITNESS
Name: Sit= ~~i ~ ~-LG~lL,
•
KAREN E. ROSELLI, ESQUIRE
By: -
Name: Michael Cot zo
Title: Village Manager
LICENSEE:
Omnipoi, ldings, Inc. d/b/a/ T-Mobile
By: ~--v~
Name atrick Monroe
Title: Technical Director Engineering & Operations
12
• EXHIBIT A
LEGAL DESCRIPTION OF THE PROPERTY
A 60.00 FOOT BY 40.O.Q FOOT PARCEL OF LAND LYING IN SECTION 30, TOWNSHIP
~~ -~-SOUTH, RANGE AST, BEING A PART OF THE VILLAGE OF TEQUESTA BEING
MORE PARTICULARL DESCRIBED AS FOLLOWS:
~ ~7
COMMENCE AT THE SOUTHEAST CORNER OF THE NORTHWEST ONE-QUARTER
(NW 1/4) OF THE NORTHWEST ONE-QUARTER (NW 1/4) OF SAID SECTION
30; THENCE NORTH 00 09' S7" W ALONG THE EAST LINE OF SAID NW 1/4
OF THE NW 1/4, A DISTANCE OF 553.63 FEET; THENCE SOUTH 52 34`05"
WEST, A DISTANCE OF 229.81 FEET TO THE POINT OF BEGINNING OF THE
SPRINT PCS LEASE AREA; THENCE CONTINUE SOUTH 52 34'05" WEST, A
DISTANCE OF 40.00 FEET; THENCE NORTH 35 32'56" WEST, A DISTANCE
OF 60.00 FEET; THENCE NORTH 52 34'05" EAST, A DISTANCE OF 40.00
FEET; THENCE SOUTH 35 32`56" EAST, A DISTANCE OF 60.00 FEET TO
THE POINT OF BEGINNING. CONTAINING 2,400 SQUARE FEET, MORE OR
LESS.
•
L
KAREN E. ROSELLI, ESQUIRE 13
• EXHIBIT B
SPECIFICATIONS OF EQUIPMENT
ATTACHED
•
•
KAREN E. ROSELLI, ESQUIRE 14
EM.S ~,..,..
OptiRangeT"
DR65-19-XXDP
1; ~` ir' _
a°
~\
~;
72"
~~
Rf
CONNECTORS-~~
Electrical Mechanical
Azimuth Beamwidlh (-3 dB) 65°
° Dimensions {L x W x D) 72in x 12in x 4in
(162.9 cm x 30.5 cm x 10.2 crn)
Elevation Beamwidth (-3 dB) 4.5
4 dBd)
5 dBi (16
18 Rated Wind Velocity 130 mph (209 kmlhr)
Gain
Polarization .
.
Slant, t 45° Equiva:enl Flat Pale Area fi R' (.Sfi m~
Pori-to-Port Isolation >30 d8 Front Wind Load Q 1D0 mph {161 kph) 173 Ibs (76B N)
Front-to-8ack Ratio >35 d8 Side Wind Lcad ~ 100 mph (161 kph) 58 Ibs (256 N)
Electrical Oewnult Options C°: 2° Weight 32 ibs (15 kg)
• VSWR t 35 1 Max
Connectors 4; 7.16 DIN (female)
Note: Patent Pending and U5 Patent number 5, 757, 246.
Power F.andling 250 Watts CW Values and panems are representative and variations may occur Specificatlotu may
Passive Inlermodulation -147 dt3c chzrge without nct,ce due'o rarurucas product enhancements. Digitized pattern
[2x2DW (+43 dBm}j daa is available from the 'aclory or via the web site www.tunswireless.com and
Lightning Protection Chassis Ground reflect all updates.
Model Number Descr;pt,cr Comments
MTt3-P00-10 Standard Mount- (Supplied w,lh antenna) Meunls to Walf or 1 5 inch.to 5.0 inc_h_0.0. Pole (3,8 cm ;0 12.7 cm) _.....
MTt~-S02-10 Swivel Mount Mounting kit providing azimuth adjustment. _ _ ._ _ _ _ __ .____-_ .
MT~i-OXX-20' Mechanical Downtilt Kits 0° -10° or 0° -15° Mechanical Downtilt ___ _ __ _ _- _ ___ ___ __
M7irCXX-10' Cluster Mount Kits 3 antennas 120° a art or 2 antennas 180° a art _
p -- F - - -----
MT~,-C02-10 U-boll Cluster Mount K;l 3 antennas 120° apart,, 4.5" O.D. po!e. _ _ _ .__ _ ___ _. __ _ _.
_
MTG-TXX-10' Steel Band Mount _ Pale diameters 7.5' - 45' __ _ _-...-_- ._ _-.
' Modei number shown represents a sehes of products. See meurting options section for specific model number __ _ _
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yvww.emswireless.corn +~ 770 582 GSvS fax +1 770.729.0036
ERIC= (1N ~ ~ ~N...
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2
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Michael Lane - S1 RU/ZRC/RBS96004.TEC
r ~n Dobson ~ 1/23/96 B m:lmsoffice.42\winword
Site Engineering Quick Reference Sheet
•Physicai Dimensions & Characteristics:
Radio Cabinet; Mounting Base; Extended Cable Base; (Rooftop)
Width = 51 in. Width = 51 in. Width = 51 in.
Depth = 28 in. Depth = 28 in. Depth = 28 in.
Height = 48 in. Height = 16 in. Height = 6 in.
to Width = 51 in.
Depth = 28 in.
Height = 64 in. (increase to 70 in. if using Cable Basel
We~~
Basic Cabinet = 598 lbs.
Equipped = 933 lbs. (excl. batteries)
Mounting Base = 230 lbs.
Cable Base = 7~ lbs. (+ 40 w ded Footing Support}
Totals = 1320 lbs, (1395. 14 5 !Cable Base)
~~
Floor Loading lFully E~u~~nedl ,
133 pounds per square foot. (Radio Cabinet 8~ Mounting Base only}
**Actual floor loading will depend upon floor structure and
adjacent equipment
Acoustic Noise lclose to wall or other Stn~~filrPCl;
* * 62 dBA @ 0 ft. (* * 65 decibels is approx. equivalent to
**40 dBA @ 30 ft. nozmal human speech)
ilable Colors; Forest Green and Light Gray
Paint Tvt~ Powder Coat -Baked Enamel
• EXHIBIT C
SITE PLAN/SKETCH OF TOWER AND EQUIPMENT SHELTER
•
KAREN E. ROSELLI, ESQUIRE 15
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•
EXHIBIT D
FREQUENCIES
Transmit 1965 - 1975 MHz
Receive 1885 - 1890 MHz
•
KAREN E. ROSELLI, ESQUIRE 16