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Home My WebLink AboutDocumentation_Regular_Tab 08C_12/11/2003 � • VILLAGE OF TEQUESTA �TILLt�GE COUNCIL MEETING AGENDA COVER/MEMORANDUM Date Prepared: 12/OS/03 Meeting Date: 12/11/03 CLASSI�ICATION: New Business SUbjeCtf�tti�tI11RI'Y: Resolution 20-03/04--Approva� of a tease agreemerrt between the Village and Omnipaint Holdings, Inc. c% T-Mobile, leasing space for cellular phone equipment on the Sprint Cell Tower within the Village. STAFF RECOMMENDATION TO � APPROVE ❑ DENY Reviewed by: Costs: Attachments: Advertised: Village 1Vlanager N/A (please list) Date: Atty. Roselii Funding Source: Resolution 20-03104 Paper: [] Operating Agre�ment ❑ Other (ezplain) ❑ None � Not required Budget Acct. # Affected Parties: ❑ Notified (explain) � Not Re uired Submitted tiy: Originating Village Manager Council Action: Village 1V�a�ag�r �epartment: Approval: ❑ Approved Adminstration ❑ ApQroved w/conditions: ❑ Denied ❑ Tabled to: Village Clerk Attest and Sea1: y LICENSE AGREEI�'IENT This License Agreement ("A�reement") is made and entered into by and between THE VILLAGE OF TEQUEST�, a Florida mt�nicipal corporation, located at 25U 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`�' 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". NO�ti', THEREFORE, in consideration of the mutual covenants contaiiied herein and it�tendin; to be legally buund hzreby, the Parties a�ree as follows: LICENSE aGREEMENT 1. PRENIISES. VILLAGE hereby �rants to LICENSEE the I10n—ZXCIUSiv right to use appro�iit�ately One Hundreei Fifty (1�C�) sc�tiare teet of �rotind space on the property of the ti'ILL.AGE for t11e constniction, operation and i11�i111[ZIlz1t1C: of an eqiiipi;�ent shelt�r, atid to erect, opez anci I�1c11I1t31T1 GOTI1!IlUI1ICi1t10I1S clIltt'i111�iS OIl t}]C.' ` C,'X1StlTlj COi�llilltlllC�ltl'JI1S tOWEi" ("to�ver"), tocated at �UI N. Olci Di�ir; Hi�h�vay, Teque�ta, Elorida 33469, ("Premises") ��hich is located on a portion of real property o�vned by tht VILLAGE ("Property") and w�hich is legally tiescribeci in Ext�ibit A, attached her�to and made a part hereof The LICENSEE shall have the right to locate three (3) antennas on th� to�ver at the OIlt; hundred foot (100') hei�ht level, as more specifically sho��n on the site sketch attacheti hereto as Erhibit C. 1�,`ot�vitlistanding anytliin� contained herein, the VILL.�GE shall maintain exclusi��e o�vtiership of the to�r��er and lias the e�clu�ive ri4�ht to ren[, lease or licen�e atl ot}�er space orl the to��er to third parties and to coilect the rent from any such leases or lice�lses. A description of the communications aclte�lnas, �� ires, cables, conduits, pipes, coa�, and other equipment is set foc in Ethibit 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 Erhibit C. The equipment shelter shall be fenced and secured by and at the sole expense of the LICENSEE using an ei�ht foot high security fence. Landscaping shall be as agreed upon by the parties prior to the commencement of constniction. 2. US�. LICENSEE may use the Premises for the transmission and reception of communicatiuns signals and the installation, constniction, maintenance, operation, repair and replacement of its comcnunication equipment, antennae and related equipment, �vire`s, cables, conduits, pipes and other accessories and improvements (collectively, the "Comc��tinications Facility"). Upoi� execution of this Agreement, LICENSEE shall provide the `'ILLAGE with copies of aIl Federal Communications Commission ("FCC") licenses for all frequencies �ised by LICENSEE on the Premises. All equipment shall be painted in a neutral color so as to have the equipment blend into the surroundin� emJironment as best as is reasonably possible. KAR°N E. ROSELLI, ESQUIRE 1 � � 3. ACCESS VILLAGE grants to LICENSEE the non-exclusive right of in�ress and egress from a public ri�ht-of-way, seven (7) days a �veek, ttiventy four (24) hours a day, over the Property to and from the Premises for the purpose of installation, operation and maintenancz of the Communications �'acility, provided however that LICENSEE shall �ive the VILLAGE'S plant operator 2� hours advance notice prior to any such access at (561)-575-6235 during business hours, and (�61)-262- 43?Ci after hours, except in the case of an emergency. LICENSEE shall comply �vith all reasonable security procedures established by the VILLAGE to prevent unauthorized access to th� Commtinications Faci(ity 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 Cotnmunications Facility. The VILLAGE reserves the right to enter the Premises at any time to visually inspect the Premises or to sho�v the Premises to prosp�ctive licensees, lenders, or purchasers. 4. ALTERI�TIONS. Attached hereto a� E:�hibit B("Equipment Specitications") is a list of all equipment and ant�:nna�. to be operat�d by the L10E?�SEE upon the Premises. LICEVSEE shall not at any tin�e c��nstrtict ar ic�stall ac�y �iCjC�ltlOIl antennas or eqtiipc7zent or make ai1_y improvenierits, aciditians, 1IlOC�II�IC�ttOI1S or alt�rations oTher t�1an th��se ap�.�roved by tn� VIL.LAGE, �vithout the ��ritten consent of t}Ze VILL�GE, �vhich �ti�ill nat bz unreasonabl}� �vitl�held, conditioned or delayed. Not��ithstaizding the fore�oin;�, the LICFNSEE acknowled�es that the appearance of the tower anci its compatibilit_yr �vith th�: surroundin� areas is a signiticant and major concern of the VILLAGE and that the �%'ILL:�GE shall have the sole and excltisive discretion to appro��e or c�eny a reqtiest for the installation of additional equipment anci,`or antennas, based solely on aesthetics. In no event shall the LICENSEE be pernlittecj to rtzake changes or inodiFications «�hich: (i) erpaild or materially chan�e or alter the LICENSEE's use of tfie Pre�nises; (ii) are installed outside of the boL;ndaries aF the Premises as d�picted on E�hibit C; or (iii) may other��ise ad��ersely affect the structure or appearance of the Premises. �Vhenever the LICENSEE desires to make alterations, improvernents, modifications, additions or other changes tu the equipment or anteni�ae designated ori Exhibit B, then the LICENSEE prior to making said chan�es shall provide the VILLAGE �vith plans and specifications �vhich fiilly describe the equipment and!or anteiulae 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, ditnensions, ��eight, frequencies, and the location of the proposed installation(s) on the Premises. The plans and SpE:CtfC2ltiv[1S shall be revie��ed by the VILLAGE and approved prior to the comr�lencement of any proposed chan�es or improvements. After VILLAGE's appr�val of the plans 1I7(j specifications, an upciated Exhibit B to this Agreement shall be prepared by LCCENSEE and signed by both the VILLAGE and the LICENSEE; thereafter, the VILLAGE �nd the LICENSEE shall amend the A�reement to substitute the revised Exhibit B for the prior Exhibit B. �. RENT. �I'his Agreement shall be effi:ctive on tlle date that the VILLAGE signs this Agreement ("Effective Date"). T'he initial term shail be for a five (5) year period commencing on the KAREN E. ROSE;�LI, ESQUIRE 2 �. Effective Date (the "Commencement Date"). Annual rent for the first one-year of the terni 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), sl�iall be paid in full by LICENSEE upon the earlier of the date of the issuance of a b�iilding permit or forty-ftve (4�) 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. Gommencin� on the first anniversary of the Commencement Date and on each anniversary thereafter, and any extension tenns of this Agreement, annual rent shall increase by an amount equal to four percent (4°ro) of the previous year's rent. If LICENSEE fails to pay any payment of rent ��ithin fifteen (1 �) days after receipt of �vritten notice fronl the VILLAGE of such failure, then LICENSEE shall pay a late charge in an amount equal to tive 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 khe delinquency. Any and all sutns of money or charges required to be paid by the LICENSEE under this .�greement other tI11I1 the ann!ial rent shall be considered "Adciitional Rei�t" ti��tlether or not th� samc is so specifically designated, and the VTLLAGE si�all have the same ri�hts tu enforce dtie a��ci timely payz�lent hy t11e LICE�;SEE of all Adctitioiial Rerlt as are available to the VILLAG� relatin�.; to annual rent. At the time oF payztze►lt of ti�e annual rent for the tir�t tive-year ternl of this Agree��ierlt, L[CENSEE shall also pay the VILLAGE a one-tiine firi�incial contrib��tion oE Five Thousand Dollars (��,000.00), for reimburseiiient uf legal and other professional fe;.� incurreci by the VILLAGE in the ne�otiation atzd consumi�t�ation of this A�reement. b. ELEC"CRICAL LICENSEE shall install an electrical meter at the Premises far the i��easurement of electrical po«�er used Uy LICENSEE's operations. LICENSEE is responsible tor paying the costs of such electrical usage directly to the local utility provider. If it is detennined that LICENSEE has consumed electrical service or oth�r utilities which are in addition to those metered by LICENSEE's separate meter, the VILLAGE shall fiave the right to invoice LICENSEE for any such char�es, �vhich shall be in addition to the rent and other pay�ments required to be made by the LICENSEE under this Agreement. The VILLAGE will not be liable for any intemiption or stoppage of electrical service to the Premises or for any damage to persons or property resiilting from that interruption or stoppa�e, unless caused by the negli�ence or willful misconduct of the VILLAGE, its empioyees, servants or agents. 7. EXTENSIONS. LICENSEE shall have th� right to ext�nd this A�reement for three (3) additional tive (�) year tenns. This Agreement will automaticaliy rene�v for each sticcessive renewal tenn unless LICENSEE notifies VILLAGE in �vnting of LICENSEE's intention not to rene�v at least ninety (90) days prior to the expiration of the eristing terni. LICENSEE shall have no right to renew KAP.EN 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 tern� e�pires or ninety (90) days prior to the expiration of the ttien current terni. �. CONSTRUCTIOi�T, NtAINTENAI�+`CE; 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 t}le plans and specifications and all applicable governmental laws, regulations, rules, codes and orders. LICENSEE ackno�vledges that all �;�ork perfonned by or on behalf of the LICENSEE is perfornled ai�d accomplished solely for the benefit and convenience of the LICENSEE and not for the benefit of the VILLAGE. L.ICENSEE shall ensure that the constniction of the Cotnmunications Facility and any other work performed by or for the LICENSEE is pertornied to completion in accordance with the approved plans and that all persons or entities performing �vork or pro�-iding materials relating to such improvements including �i�ithout limitation, all contractors, subcontractors, labot rnaterialmen, suppliers and professiunals, are paid in full for such services and materials. Any dama<�e caus°d to the Pro��rty du� t� t11e acts or o2�iissions of LICENSEE, its a��nt�, ernployees or contractors, or any dama�e caused by the installation, repair, tilairztenance a�1d operation of the Coi��nunicatiot�s Facility, shatl be repaireci at tt�e sol� cost of LICENSEE. If LICENSEE fails to commence to perform its obliaations under this Para�ra�h, the VILLAGE ��-i11 notify LICENSEE itt �vriting of the specific recluired repair. If LI�E�SEE fails to perfomz the maintenance or repair within fi E'teen (1 �) days of receipt such written notice from the VILLAGE, the VILLAGE may perform tlle mainteilance or repair at Licensee's expense. LICEI�`SEE �vill reimbuc the VILLAGE ��ithin thirty (30) days atter receipt of an invoice from the VILLAGE tor the cost of such iliai��tznance or repair. The VILLAGE shall cooperate �vith LICENSEE in its etfotrt to obtain and maintain any required govemmental approvals ("Governmental Approvals") and shall take no action which «ould adversely affect the status of the Property �vith respect to the pern�itted tise thereof by LICENSEE. The VILLAGE shali not be obligated to accept any restrictions or conditions of any GovernmentatApprovals 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 Prop�rty. In the event that any of such applications for such Governmental Approvals shou�d be tinally rejected or LICENSEE deternlines that such Governrleiital Approvals may not be obtained in a timely manner or ally Governmental Approval issued to LICENSEE is canceled, expires, lapses, or is otherwise withdrawn or terminated by governmental authority, or that LICENSEE deternlines that the Premises is no lon�er technically compatible for its use, or that LICENSEE, in its soie discretion, �vill be unable to use the Precnises for its intended purposes, LICENSEE shall have the right to terminate t}Zis �greement. Notice of LICENSEE's exercise of its right to terminate shall be �i�•en t� the VI.LLAGE in �vriting 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 `'ILLAGE. KAREN E. ROSELLI, ESQUIRE 4 � 9. 1NDEMNIFICATION To the fullest extent pernlitted by la�vs and regulations, tlle LICENSEE shall indemnify, defenci, save and h�ld harmless, the VILLAGE, its officcrs, a�ents and employees from any and all claims, damages, losses, liabilities and e�penses, arisin� out of or pertaining to the constniction, maintenance, use and/or occupancy of the Pr�mises 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 jud�ments of any nature �vhatsoever in connection with the foregoin� indemnification, including but not limited to, reasonable attorney's fees (incltiding appellate attorney's fees and costs). The indeninities provided by LICEI�TSEE under this Section 9�vill not eYtend or apply to claims, darnages, losses, liabilities or eKpenses caused by or resulting from the neglijence or �villful misconduct of VILLAGE, its employees, agents or contractors. Nothing contained herein is intended nor shall it be construed to �vaive the VILLAGE's rights and immunities under the common la�v or Florida Statute 768.28, as amended from time to time. Except for liability resulting from or arisin� out of the acts Oi' OII1lSS10T1S of VILLAGE, its sen�ants or agents, the VILLAGE �vill not be liable for the foliotiving: (i) loss of or damage to LICENSEE's pi locateii in or ot1 t�lz Prenlises or the Property, by t}left or othen� ise; (ii) injiiry or da��za�e to p�rsotls or property or the Prett�ises restiltin� frorll tire, ex��lusia�l, failin� sheetrock, gas, el:,ctricity, ��ater, rain, sn�tiv or leak� from a��}� part ofi� the Premises or from the pipes, a�pliances or pluii�bin� �vor�s, strcet or s��bsurface or from any otller pla:,e ur by dampness; (iii) injury or damage caused by other licensees oti the Property or any person on the Properiy, by OCL'Ll�ilI11� of property adjacent to the Propert;, by th� generai puhiic, or by thE constri�ctioFl �f any private, public or quasi-public �vork; (iv) any latent defect iii construction of the P►�operty; or (v) any Ioss or damaye due to imperfe�t or unsatisfactory communications ex��rienced by LICENSEE tor any reason �� hatsoever. 10. INSUR��CE Durina the tern� of this Agreemeiit, LICENSEE will maii�tain comprellensi��e �eiieral liability and property liabilitv insurance �vith liability limits of not less than �3,OOO,U00.00 combined single limit for injury to, or death of one or more persons in any one occunence and for damage or destructio� to property in any one occurrence and the VILLAGE will be named as an additional is�sured on all such commercial general liability policies and such co�•erage wil] be on a primary basis. In addition, the LICENSEE shall maintain �vorker's compensation insurance in accordance with the statutory requirements of the State of Florida. LICENSEE's irisurance must be under��ritten by one or more insurance companizs that are aiithorized to do business in the State of Florida. LICENSEE will deliver t� the VILLAGE, no later than fifteen (l�) days after the Effective Date, certificates of insurance evidencing the coverages required under this Agreement. All reauired insurance shall preclude any under�vriter's rights of recavery or subro�ation against the VILLAGE �vith the e�press ititention of the parties bein� t}iat the required coverages protect both parties as the primary insurance for any anei all lossc:s covered by tite above described insurance. The provisions of this Parayraph shall survive the ternlination or earlier expiration of this Agreement. KAREN E. ROSELLI, ESQUIRE S � 11. ANNUAL TERMINATION Not�vithstanding any�thing to the contrary contained herein, provided the LICENSEE is not lI1 default hereunder and shall have paid all rents and st►ms due and payable to the VILL�I.GE by LICENSEE, LICENSEE shall have the right to ternlinate tllis 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 currznt term. 12. INTERFERE�ICE The frequencies to be usecl by the LICENSEE and VILLAGE are set forth on Exhibit "D" ("Frequencies"), attached hereto. Frum 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 tivill not cause measurable interference to the equipment of� other licensees and tenant� of the Property, provided that the other licensees and tenants of the Property contin�ie to operat� tivithin their respective freqiiencies and in aecordance �v�ith al1 applicable la�vs atld re�«latioiis. In the evcnt of such interf:,rence, and after the VILLAGE has notitied L[CENSEE of suc.h interfere,lce, LICENSEE �vill take aIl steps riccessary to cc�tYect and elii��inate tlle interference. If LICENSEE IS L11123IJI to cure such interference �vithin sever�ty-t�vc� {"72) hours after receipt of notice fr�tli the �'1LL�GE, Lf�'ENSEE a�rees tc.� temporarily discocitinue tis� of its Conu�lunications Facility or portion thereof causing the interference until suct� time as LICE�SEE is able to cure the interference; pr��ided, however, LICENSEE shall be able to intermittently contintie us� oF its Communications Facility s�lely for the ptirpose Of [ZSt1I1� �vhether the interference has been cured. In the event a e�ispute arises t�et�veeri the �-'ILLAGE and LICENSEE �ver tlle soiirce of continuin� interference under this Paragrapt?, the V"ILLAGE and LICEi�1SEE a�re� to r�uitually select aii independent consultant ("Independent Consultant") ti��ith expetl.ise in electronic telecommunications to deternzine the source of the interference. The Independent Consultant's determination ��ill be conclusive. The fees for the Independent Consultant shall b� shared equally by the VILLAGE and the LICENSEE; provided however that if the Independent Consultant det�nnines that the LICE�ISEE's Communications Facility is the sourc� of the intzrferenc�, LICENSEE will pay all of the fees and expenses of the Independent Constiltant anci LICE�TSEE �vill cease all operations until th� interference is resolved. The Parties ackno�vledge that there will not be an adec�uate remedy at law for non-compliance �vith the provisions of this Paragraph and therefore, either Party shall have the ri�ht to specifically enforce the provisions of this Paragraph in a court oFcompetent jurisdiction. 13. REMOVAL UPON TERI�IINATION [.Jpon ternlination of the Agreement, LICENSEE shall, remove its equipment, fi�tures and all personal property and restore the Premises to its ori�inal condition, reasonable ��ear and tear excepted within sixty (60) days of the date of terniination. If such time for re►noval causes LICENSEE to r.�main on the Premises after tennination of this A�reement, LICENSEE shall pay KAREN E. ROSELLI, ESQUIRE 6 '_ rent at the then existin� annual advance rate, until such time as the remova] of its equipment, fixtures and all personal property are completed. If LICENSEE fails to remo��e its equipment, fixtures and all personal property within the sixty (b0) day period, the V ILLAGE shall have the right to remove and store or dispose of such equipment, fixtures and personal property at the sole cost of LICENSEE, includin� all reasonable attor�ley's fees incurred in connection with the removal and storage or disposal of such equipment, fixtures and personal property. 14. QUIET E?v'JOYMF,NT. The VILLAGE covenants that LICENSEE, on paying the rent and performin; the other cover.ants on its part to be performed under this Agreement, shall peaceably and quietly ha��e, 41o1d and enjoy the Premises. 16. TITLE. The VILLaGE covenants that the VILLAGE is seized of good and suf�cient title and interest to thz Property and has fiill a�ithority to enter into and execute this Agreement. The VILL:AGE fiirther covenants that there are no other liens, judgments or impediments oFtitle on the Property, or affectin`r the VILLAGE's titie to the same and that there are no co�•enants, easements, restrictions or a;reements binding on the VILL�GE or the ProJ�erty �vhich prevent ihe use o� t��e Pz�ecz�ises by the LiCENSEE as set forth aba��e. 17. IiVTEGR=�TION It is a� eed �1I1C1 understood that this Agreement contains all agreements, promises and llT1C�E:CSt1I1C�1I1�5 bet�veen the `'ILL �GE and the LICENSEE and that no verbal or oral a�Treemznts, promises or understandinys shall be binding upan either the VILLAGE or the LIC E�SEE in any dispute, corltroversy or proceecling at lativ, dTll� c1IlV aljCI1t1011 ��ariation or modification to this �1��eement shall be void and ;neffective unless made iti writing si;ned by the Parties. In the event atry provision of tlle Agreement is found to be invalid or unenforceable, such findin� shall not effect the validity and enforceability of the remaininy provisions of this Agreement. The failure of either Party to insist upen strict performance of any of the terms or conditions of this A� eernent or to exercise any of its rights under the Agreement shall not waive such ri�hts an� such Party shall have the ri�ht to enforce such ri�hts at any time and take such action as may be la�vfi�l and authorized under this Agreement, either in la�v or in equity. l�. GOVERNI�IG LA�V This A� eement and the perfonnance thereof shall be governed, interpreted, construed and re�ulateei by the la��s of the State of Florida, and venue f�r any action arising out of this Agreement shall be in Palm Beach Cotinty, Florida. 19. NO SUBLETTING OR ASSIGNMENT Tl�e parties eYpresslv understand and aaree thRt the VILL�GE shatl have the sole anci etclusi�°e ri�ht to lease additional space on the to�ver and on the around for the installation K�REN E. ROSELLI, ESQUIRE 7 � of additional antennas, cables and equipment. Atl rent or other compensation derived from the rent of additional tower and/or �round space shall belon� exctusivelv to the VILLAGE and the I.ICENSEE shall have no rights or claims to anY� such revenues. The assi�nment, subiettinQ or subleasinQ of anv ri�hts or snace conferred hereunder shall constitute a material bre�ch of this A�reement bv the LICENSEE and the VILLAGE sfia11 have the ri�ht to terminate this A�reement effective immediate and to pursue all le�al and equitable remedies available to it under this AQreement and applicable law. This A�reement may not be sold, assigned or transferred by LIC.ENSEE without the prior written consent of the VILI�AGE, w�hich will not be unreasonably �vithheld, conditioned or clelayed, provideil ho�ve��er t11at prior consent of the VILLAGE is not req��ired if the assignment is made to LICENSE�'s principal, affiliates, subsidiaries of its principal or to any entity which acquires all or substantially all of LICENSEE's assets in the market detined by the Federal Communications Commission in tivhich the Property is located by reason of a merger, acquisition or �ther business reor�ariization. 2O. NO?ICES � � ::;11 no:ices i�eretinder must b� i�� vritin; a3id sliali be ci�ern;:d valiclly gi�er� if sent by eertified mail, ret?i:�l rei:�ipt re;��iesteci or by cc��t�m��ci<< cotiriei pra.�ideci the �o�iri:r's re�ular b�isi��ess is d�li��e;;� :;ervice at��l pro;�idec.i ftirther tl.<�t it y�uarai:tee� delivery to t�1e addressee by tlie end of tt:�; r�ex[ biiSinL,s d �iV tO�IO�� ti1� t�:�:.� courier's rzc�i��t frorn t(1:, s�tader, acfdre�s��i as tollows (or ar�v attler ac?c?ress tl:at the Party to be notitiecl may have desi�=�iate� to the sender by iike notice): VrLLAGE: �'CLL�GE UF TEQUES�I'A 2�0 Tec.luesta Dri�•e, Suite 30t) � Tequesta, Florida 3 ��4Ei9 Atte►Ztioil: Villa,e i�-Iai�a�er Telephone: �Eil-57�-G?�Jt? LI:CEVSEE: Omnipoint Holdin�s, Inc. c/o T-Mobile 12920 SE 38`�' Street Betle � ue, VVA 98U06 Attention: PCS Lease Admiriistrator `�'ith a copy to Legal De�artment �Vith a copy to: Omnipoint Holdings, Ir:c., c;o T'-1�•tobile 3 t 11 �V. �iartin Luther King Drive, Suite 40U KAREPI E. ROSELLI, ESQUIF.E 8 '. Tampa, FL 33607 Attention: Lease Administration Manager Notice shall be effective upon mailin� or delivering the same to a commercial courier, as permitted zbove. � 21. SUCCESSORS. This Agreement shall extend to and bind the heirs, personal representatives, successors and a�si;ns of the Parties hereto. 22. RECORDItiG This Agreement shall not be recorded by either party in the Public Records. ? �. DEFAULT In ttle event there is a default by LICENSEE �t-ith respect to any of the provisions of this ��,reement or its obligations under it, includin� the payment of rent, t}�e VILLAGE shall give LICEtirSEE �vritteii notice of such dc;Fault. After receipt of st�ch �vritten nc�tice, LICENSEE shall have tir'teet� (1�} days in which to cure any� monetary default and ttlirty (;0) days in which to ci�re any non-iz�onetary detai�it, proviiled LICENSEE shall ha��e such ettended perioc as may be required beyond the thirty (30) days if the nature of the cure is such that it reasonably requirzs more than thirty (30) iiays and LICENSEE commences the cure ��ithin the tnirty (30) day period and thereafter continuously and diligentiy pursues the ciire to completion. 2=�. ENVIRON�tENT.aL LICE�'SEE shall not incorporate int� or use, plac:e, or ciispose ot any hazardous or toxic materials on the Premises or the Property in violation of any enviroilmental la�vs. For purposes of this Agreernent, hazardous or toxic materials mean any and all materials, substances, waste and chemicals classified under applicable governmental la�vs, niles or regulations as hazardous, or toxic substances, materials, waste or chemicals. If LICENSEE ever has l:nowledge of the presence in o�-upon the Premises of hazardous or toxic materials, LICENSEE must immediately notify the VILLAGE in w�riting. 2�. CASUALTY In the event of dama�e by fire or other casualty to the Premises that cannot reasonably be expected to be repaired within forty-five (4S} days following same or, if the Property is damaged by fire or other casualty so that such damaje may reasonably be expected to disrupt LICENSEE's operations at the Prenlises for morz than forty (4�) 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 �vritten notice to the VILLAGE. Any such notice of terrnination shall catise this Agreement to expire �vith the same force and eff�ct 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 stich termination date, with respect to payrnents due to the other under this Agreement. Notwithstandin� the foregoing, alt rental shall abate during the period of such fire or other casualty. 2b. CONDEMNATION In the eveiit of any condemnation of the Property, LICENSEE may tenninate this Agreement upon fifte�n {15) days �vritten 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 oii 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 far the loss of a leasehold interest). Any such notice of termination shal] cause this Agreement to expire with the same force and effect as though the date set forth in such notice �vere the date originally set as the expiration date of this Agreement and the parties shall make an appropriate adjustment as of szich tennination date �vith respect to payments du� to the other under this Agreement. 27. SUB�IISSION OF LICENSE AGREEti�1E�1T Tl�e subrnission ot�this A�reement for exarnination clt�es not constitute an uffer to license the use or occi.p:incy of tfle Pretnises and this ��reemez�t btcomes effective only tzpon the fiitl e�ecuti�n of this A�reement by tl�e Parties. If any provision herein is in�•alid, it shall be considered deleted frozli this �greemLnt and shall not in��aliclate the rer7lairling provi�io�ls of this A�reement. Each of the Parties hc;reto �varrants to the other that the persori or persons executisig tlzis Asreement on behalf Of SLiC�l Party has the ftill ri�ht, po�ver arld alithority to enter into and eYecute this Agrzement oil such Party's behaif and that �zo consent from any other person or entity is necessary as a condition precedent to tl�e le;al effect of tl�is Agreement. 28. APPLIC�BLE LAWS LICENSEE shall t�se the Premises as may be required or as peri�litted by applicable la��rs, niles and re�ulations. T'he V ILLAGE agrees to keep the Property in conformance �vith all applicable, laws, rules and regulations and agrees to reasonably cooperate �vith LICENSEE re�ardin� any campliance required by LICENSEE in respect to its use of the Premises. 29. SURVIVAL The provisions of the A�reement re(atin� to indemnification shall sun•ive any ternlination or expiration of this A�reement. Additionally, any provisions of this Agreetz�ent �vhich require performance subsequent to the ternzination or expiration of this 4greement shall also survive stich termination or etpiration. KAREN E. ROSELLI, ESQUIRE 10 ' 30. CAPTIONS Thr captions contained in this Agreement are inserted for convenience only and are not intended to be part of the A�reement. They shall not affect or be utilized in the constniction or interpretation of the A�reement. 3t. RADON GAS. Radon is a naturally occuning radioackive gas that, when it i�as accumulated in a buildin� in suFficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guide(ines have been found in buildings in Florida. Additional infonnaTion regarding radon and radon testing may be abtained from your county health department. This notice is provided pursuant to Section 404.056, Florida Statutes. 32. TAXES. The LICEi��SEE shall be responsible far the payment of all ta�es charges and assessments of any kind (including «-ithout liinitation ali real pro�erty ta�es) levied, char�ed, or assessed against the property andior equ.ipment ot the LICE�,TSEE and/or ��hicti are directly attributable to LICENSEE's ec�uipment and personal prop�rty located ot� the Property. ��. SAFET`��' CER"I'IE�ICATIONS Oi1 each of the fOIIO��'1I1� occasions, LICENSEE �vili provide tl�e VILL�GE z��ith a certific��itioii from a qualitied independent third part_y acceptable to the �'1LLAGE ("Safety Certification"): (i) prior to cammencin� installation of the ec�uipment and Communications Facility; (ii) �t�ithin sixty . (b0} days after commencin� operation of the Communications Facility; and (iii) at any subse.quent time that LICEivSEE makes material alterations to the Commiinications Facility' that affect in any manner the ec�uipment, Communications Facility or radio frequency transtnissions from the equipment or the Communications Facility. Each Safety Certification must verify that: (i) the Communicati�ns Facility does not �enerate raclio frequencyr emissions at a level that cot�ld cause persons in uncontrolled areas to be exposed to radiation in escess of the Maximurn Pennissible EYposure levels established by FCC regulations; (ii) the Communications Facility does not generate radio frequency emissions at a level that could cause persons �vho enter controlled space, as defirzed by FCC regulations, to be exposed to radiation in excess of the Maximtim Pernzissible Exposure levels established hy the FCC for occtipationai exposure. If the Safety Certification cloes not provide the verifications des�ribed herein, then VILLAGE may ternlinate this Agreement effective upon �vritten notice to LICENSEE. { K�R��7 E. ROSELLI, ESQUIRE 11 ' 3�. ATTORNEY'S FEES It is the understanding of the Parties that if legal action is required to enforce this Agreement, the prevaiiing party will be entitled to reasonable attorney's fees and costs in addition to any otl��r relief to �vhich the prevailing party is a�;�arded. 3�. ACCORD AN"D SATISFACTION. In the event the LICENSEE pays an amount than is less than the anlount 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 state�ilent on any check or letter shall be de�med ta be an accord and satisfaction. T(�e VILLAGE may accept any check or payment without �rejudice to the VILLAGE's right t� recover the balance due or to pursue any other remedy available to tt�� VILLAGE pursuant to this Agreement or under the la�v. 36. LIST OF LICENSE AGREEti1ENT EXHIBITS fALL OF ti�'�IiCH .��tE INCORPORATED HEREIlV' AND MADE A PART' HEREOF): EXHIBIT A- Le�al description. EXHIB[T B- Equipment Speciticatioi7s E�HIBIT G SiTe sketclvsite plan EXHIBIT D- Frequencies IN �ti'I^['�ESS �VHER�OF. the Parties hereto ha��e set their hal.ds a��3 s�ft;�:LC.i their respective seais the day and year f rst above ��ritteii. VILI.AGE: ti�'IT�IESS I�Tame: By: Name: iVlichael Couzzo Title: Villa�e Manager VVITNESS Name: LICENSEE: '� �� Omnipo; oldings, Inc. d��b,�a� T-Mobi?u W I�N B y: �' t� c.�� '.�;1,1 Name: � ``�' :''` '�'"� �` Namei- Patrick 1Vlonroe ,', ;°` �;` T'itle: Technical Director Engineerin� & O}��:ratioi;s .,�,�� j ;� ��: . ��ITI�ESS L � Name: .:� ;. . , � f , � -. . FCAREN E. P.OSELLI, ESQUIP.E 12 - EXHIBIT A LEGAL DESCRIPTION OF THE PROPERTY A 60.00 FOOT BY 40.00 FOOT PARCEL OF LAND LYING IN SECTION 30, TOWNSHIP 54 SOUTH, RANGE 40 EAST, BEING A PART' OF THE VILLAGE OF TEQUESTA BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: 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'OS" WEST, A DISTAi�TCE OF 40.00 FEET; THENCE NORTH 35 32'S&" WEST, A DISTANCE OF 60.00 FEET; THENCE NORTH 52 34'05" EAST, A DISTANCE OF 40.00 FEET; 1HENCE SOUTH 35 32'S6" EAST, A DISTANCE OF 60.00 FEET TO THE PCINT OF BEGINNING. CONTAINING 2,400 SQLARE FEET, MORE OR LE�S. KAREN E. ROSELLI, ESQUIRE 13 , EXHIBIT B ' SPECIFICATIONS OF EQUIPMENT ATTACHED I ', I i I i I I KAREN E. ROSELLI, ESQUIRE 14 , • �� OrtiRangeT�� ,►r,-,.,,.... DR6�-19-XXDP � �; ,.,� - _ �, , 4 . . , F � e . , � �y `� ! 7� RF � • C�NNECTORS ' , i Electrica Me �hanical ----- _____---------_._ — -----.. __ Az��rn�.�th Heanw�C�n l,�3 :'El c"5° �� ,a:C� i� d�,"i x:��; 721n z 1� ; x 4in �:eval,cn Be�r^.aic1~ ' ;� a :,> ±152.9 � ?v s c�n x 10.2 :� � � .? ' ' - � .a _ . �J�;i" � . :It i ��7 T� t.� �C7 R iu�hYi ,�. >+. i3n� '..��, ��, ( Y .: _. _ L�. "i(� 3t' � � Pt� l, C C � i ��. ��i t„ r.�� i�:�d�� '��i ...! ' � � �� ^.lj ,.. J i,. .. . �:yCi '�� 5 ��E`S ii} , w � Ra;.�� > � _� . _ 1! ^a a _ _. .;,r. ,, ., K�,' , �� es �?�5 �v) .. .,,..� .�;, 'b":� . JL i�S � �� K�) '� �'�P•".i71Cc� �CNtl�l� �� . �. y� . �; �', � , : 1 . _.. ,� iJ • i . I �� r � C ':" . . � . "!: �Y' ��t'3 B p� �, �.f'.� �� ..�� , 8'c��„ ('� �t' � 75 � ?v?. ��. p�rt8f F3^C'�'.r L�: ��a:3,�.. ��+'! �� ' ,t � y _ 'J� e are ��': �� 7 ra+^< crs mar oc,:"� SF2a .a,lons rra4 � ,,�s�.�e irtc, -�.C�£1.......,, . . - � „r „ �nar;eTaris �iy!';z3d ca7e�•r � � � , ., r � n ... .. fJ. . '. X�.�� . ...,, , , .,.1 _y ..F_b�t';' .`c �....��:,, �3 ... nf't�.�\i'+.1Y� Sr(i8�,E3�C0i^Z^�� . ..."y`,,!� ^�t�'�'OIaC��,C'1 .. , _. ::F _ _ .......,.. � � � ' � 1�J�5 r i, .',^ u� ,1 �an J i�'�GVC� I�U(`��p� �-- ,_� — _ __ -------- _ � MT��•P00-10 Star;darc �,",c�r! �S��i e�a ,� tr 3 l ,��un;s ta 'a",a i c'.. ;,,ch 'c ��rc^. Q.�. F �Ie ;3 8, cm �0 12.7_�^�) _. " �� ' -- . . „� ��.�,,..�i.,� Klt Y..,,�d,4�:..i 32(�'"lUf,h .3G�;�5;!'t8�il. � MTi3-S02•10 Sw�ve� Mc,;. , ..,. � .. _ _ ___-- '� !v1T�rDXX-20' h�?cha�ica! DaNnt,i, K t� �'^ c �' - 1�, A�tac�ar�..�` �c.v tiit _ _.._ M7,TG �'�v� V�liS�d( (`v10�^� "�1�5 � 8:'tZ f12o .. 1�r(! J" i �. rno� ig�� 0�2'. _ _... .. 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', r pon Dobson 1/23/96 B m:\msoffice.421winword 4 ., '► � � Site Engineering Qui�k Ref�erence Sheet � RBS ZI �2 - CQ��fPAC�' Ot�TD00� RADIO C`ABI1�E�' Pt��sicai Dimensions & Characterisfics: � ., Radio �abin�t; 1��Iounting Base; _F.�ended Cab1P Ba�e; (Rooftog) �idth = 51 in. 'Width = 51 in. Width = S 1 in. -- Depth = 28 in. Depth = 28 in. Depth = 2$ in. � Hei�ht =�8 in. Hei�ht = 15 in. �-i�i�ht = E in. _ i i ; � � i " ;� �? � : �4�t' 1�Li]. = S : i:? . ' i Z��.�t'II — � � lii. y � ` ; � ! He:�rr = �� in. � ir;c.re�:�e l� ��'� � : ; �' ?� -� °�l ; , � � in, i u��.�� C.abt., �,3�� , , f .. �. . 1 ; j G��ei�� f . ��s:c Ca�in�t = 5�8 lbs. i '� ; �.qu;��:ed — �3�� ibs. (ex:,l. t;a�i�^�s) 1 . , I; I�Tou,�tin� r�� = 2�0 lbs. ' , 1 ,� Cabie B�.se -- 75 ibs. (z �Q ��,��Ced Footine Su ^��} �r--. , Pr � � To��?; — 132� 1��. ��3��f`la3 ��wi' Ca�le Bys�l 'I � r , � __» �� i o� adYng , uiiv ES 1 , � ' 1�3 pounds per square foot. (Radio Cabinet & Mounting Base only} _. . I, **.�cfual floor loading x�ill depend upon floor structur� and ' rsdjacent equipmen� ; I ' Ace�astic 1`�Toi�e (close to wall er other Stn��t,�rPC ' ; � � ** 62 �BA @ 0 ft. (* * 65 decibels is approx. eq �13V31 �nt to I, **40 dBA @ 30 ft. no�znal human speech) � A��aila�(e :�, ors; Forest Green and Light Gray Paint T� .e; Powder Coat - Baked Enarr:P1 I I � i . 'I EXHIBIT C ��', SITE PLAN/SKETCH OF TOWER AND EQUIPMENT SHELTER I ; I i �,' , ! � I -- , I , , ' � �', .. � . I KAREN E. ROSELLI , ESQUIRE 15 I I . I F^i-,riN� �T . . weieu -- �`` �-- W•T COMMUNICATION � ---- �'. � DESIGH GROUP. lLC � — N [�S� Yui�� M�f XnSW�uI1G. KLwpS t0�9] Ow lW)) WS-l6W�1��. IMiI �YS-iN� I — ` ww 4n[CNwL.CW ExI5TIN6 �YJ' I i'lhcl.'(A-C ___,-�_—� _— _ Ex19rl�i T12EFS fp REnAIN—� I i FA�N i-AIX711�^ T ob�le EL E 3 ( 3) ExI5TIN6 <O' X 60' � FENGF LO�OVND��.i!'�.(-' �t� •� - � 1 � ! ••. l� �_ f �� —._NEY1 10' % IS' — III Ex15TINV ` - ' �`"� ` � �''�� - �"�� - � �` � ��' `�� e�se nKen � 8100 SW tOTH STREET bRAVEL AREA `�' -_ x � _' _- — f . 1 " " -_ ^_-�•�� T-M061LE PLANTATION'FL33324 � 3' X 14' GONLRETE PAO W�111 TkIPLE OASF. � � " �` NFH T-noBI��E � 3p0• AZ. . � EIX/IFnF:N� CA�IIJ�TS _ __._" (VERIRY �r�+ FILLDI — I � 60' A2 - i (, (vERIFY IN t-IELV1 _ ExISTlhra � 1]9'-O'i FL�OLE JI —NEH T-nO01lE � p I . i i.3 G3 RA7 C'Ni!R lnlwL[C ExI5TIN6 � Y Gn[3LE BRIri6E � �I 1 C :'C :: ; 'nR (:OI:S'ItIw;L:Gi: IL[ ORI06E �`' I � u�l � __ EXIST�N;a 9PRINT ' � W y. � :-I `�_\ � � n raiau3 rcrccueurK[w!w EOUIPMENT-- � I„ ' I� � I //��'' NEN VNDt�26120U1JD ti f[I �\ \ :"-� / E4ELTRIG 1 TELLO � ,� ii� x / ��,�.s ,o NF� ��< < <.� WP1087 �_ �,�H T-�r�e �c c�e��er � ?• i SPRINT TEQUESTA ( . � , � MOUMED 70 ExISI INb . � ' ... - . .._ �- I+ETER w�GK 4 901 OLO DIXIE NWV /— Ex15TIHC TEDUESiA. FL ]7{tii r � / METFR ftAGA w PALM BEACH COUNTY ExlStl'+6 / .�LLE55 6ATF � 1 '/ .. -.-. J �I - � i �t � I Ex15TIN6 � _'l. _.'t I . r bRAJf4 DRIVE � � � ._""_'_� � _ _'____' � "_ __ I L x�..wu4'ua�. w�e.� m U .L[sst / '.�vo0 I . _ ti u�w�sito�oi - NFn �-WJlfll-c E(lill�'MEn1T UN FR;,'N'U�CO �� A I4' Ll�rLF'EiL �'A� rvlTfi ?RI�'LE 9Af.F Ex1571N6 �?n' . su.w _ �'kJN�'Cri.F. _ ¢�_4L_�.rwis 1 C'+O rveaic. iN rie�w i cxisnr� sn�iNr LAEi1NCTS ` oOVERAl.L51TLPLAN CAJ L�IILREIF F'Ap- � � `; DATE� 10-3-03 i � - ; ` � � SCALE: AS NOTEU ' I ; DRAWN: n' , � f _ � � ��----1 _ -. _ �w.oe ° W_7 g T03682 — —� __d --- — __ _ �• :: 5 „ SHEET i OVERALL SITE PLAN �//�'�� ELEVATION f,,1 C � A XALt- �' . 15 ._ O . � �/ ,� :Gw:E� 1• � iS ._ Q . L _ �/ i � • EXHIBIT D FREQUENCIES Transmit 1965 - 1975 MHz ' Receive 1885 - 1890 MHz I _. KAREN E. ROSELLI, ESQUIRE 16 i i 1 36,OOQ.00 4% 37,440.00 2 37,440.00 4% 38,937.60 3 38,937.60 4% 40,495.10 , 4 40,495.10 4% 42,114.91 ' S 42,114.91 4% 43,799.50 ' 6 43,799.50 4% 45,551.48 ', 7 45,551.48 4% 47,373.54 , 8 47,373.54 4% 49,268.49 , 9 49,268.49 4% 51,239.23 I 10 51,239.23 4% 53,288.79 11 53,288.79 4%a 55,420.35 12 55,420.35 4% 57,637.16 , 13 57,637.16 4% 59,942.65 14 59,942.65 4% 62,340.35 15 62,340.35 4% 64,833.97 I 16 64,833.97 4% 67,427.32 ', 17 67,427.32 4% 70,124.42' ', 18 70,124.42 4% 72,929.39 , 19 72,929.39 4% 75,846.57 ' 20 75,846.57 4% 78,880.43 1,114,891.26