HomeMy WebLinkAboutExhibitBayfront Park Management Trust and Crown Castle
NEGOTIATED TERM SHEET (revised 5/25/2018)
Contract Type:
License Agreement
Parties:
Bayfront Park Management Trust and Crown Castle NG East LLC
Subject Matter:
Crown Castle serves wireless carrier customer(s) utilizing microcellular Equipment. Crown
Castle wishes to locate, place, attach, install, operate, control, and maintain Equipment at
Bayfront Park and Museum Park.
Authority to Enter:
The City of Miami evaluated the professional qualifications, experience, and financial resources
of Crown Castle and determined entry into this Agreement is in the best interests of the City and
the Trust.
An Agreement with the City of Miami already exists with Crown Castle, however that Agreement
does not name Bayfront Park in the list of city facilities. As a remedy, the Trust has negotiated a
separate agreement with Crown Castle. As the Trust's agreement has different terms than that of the
City contract, a bid waiver is required and was approved by the Trust at the April 24, 2018, board
meeting, subject to City of Miami Commission approval.
Term:
This Agreement shall be for a term of ten (10) years commencing on the Effective Date for the
exclusive right to sublicense portions of the City's Property solely for the Sole Purpose. The
term of this Agreement shall be extended automatically for four (4) successive terms of five (5)
years each on the same terms and conditions as set forth herein, subject to a maximum renewal
period of twenty (20) years unless either Party gives notice of its intent not to renew.
Cancellation Provisions:
New addition pursuant to board's request: In the event of (a) advances or changes in
technology during the term which go beyond the Licensee's use of the Property for the Sole
Purpose and (b) the Parties, following good faith negotiations, fail to agree to modify, amend or
expand the Sole Purpose so that the Licensee's continued use of the Property is authorized, the
Trust shall have the right to termination this Agreement with cause, subject to the provisions of
Section 25 herein.
Following the initial ten (10) year term of the Agreement, either Party may cancel this
Agreement at any time, without cause, by giving thirty (30) days written notice to the non -canceling
Party prior to the effective date of the cancellation
Fee Structure:
1) Initial Fee, Licensee shall make an initial payment to the Trust of Fifty Thousand
Dollars ($50,000) within thirty (30) days following the Effective Date.
2. Recurring Fee. The Licensee shall remit monthly to the Trust an amount equal to twenty-five
percent (25%) of the monthly recurring gross revenues collected by the Licensee from wireless
carriers for use of the Network, excluding reimbursements for taxes, construction or installation
costs, or other expenses incurred by the Licensee including revenue share reimbursements (the
"Recurring Fee"). The Licensee shall pay the Recurring Fee monthly, in advance, no later than
the fifth (l 0th) day of each calendar month.
3. Carrier Fee. In addition to the Initial Fee and Recurring Fee, within thirty (30) days after the
date each agreement with a wireless carrier is fully executed, Licensee shall pay to the Trust the
amount of Fifty Thousand Dollars ($50,000) ("Carrier Fee").
4. Annual Guarantee.
1. Revenue share for Year one: $30,000 guarantee
2. Revenue share for Year 2-10: $60,000 guarantee
ll�old Harmlessllndemnification:
The Trust and City and its officials, employees and agents are held harmless and indemnified to
City's Risk Management Department standards.
Compliance with A11 Laws:
Licensee shall comply with all laws.
Insurance:
Licensee shall have insurance meeting City's Risk Management Department Standards
Special Provisions:
Proposals Attached
Resolution No. 18-029
A resolution by the Bayfront Park Management Trust authorizing the Interim
Executive Director to enter into the License Agreement, in substantially the
attached form, with Crown Castle NG East LLC (Licensee) in order for the Licensee
to own, construct, operate, maintain, and control a fiber -based
telecommunication Network or Networks serving the Licensee's wireless carrier
customer(s) and utilizing microcellular Equipment and for the purpose of
operating the Network, the Licensee wishes to locate, place, attach, install,
operate, control, and maintain Equipment at Bayfront and Museum Parks;
Furthermore, the Trust desires to waive competitive sealed bids, concluding that
that competitive sealed bidding is not practicable nor advantageous to the Trust.
WHEREAS, the Parties desire and intend to enter into this Agreement for
the use of City -owned property located at or within Bayfront and Museum Parks
(the "Property"); and
WHEREAS, as the Trust's agreement has different terms than that of the
already existing City contract, a bid waiver is required to be approved by the
Trust's board and subject to City of Miami Commission approval; and,
WHEREAS, pursuant to City Code, the Trust approves by 4/5 vote,
waiving competitive sealed bids and supporting the conclusion that competitive
sealed bidding is not practicable nor advantageous to the Trust; and,
WHEREAS, the Trust wishes to engage the Licensee for the exclusive
right to sublicense portions of the City's Property solely for the Sole Purpose;
and,
WHEREAS, the Licensee wishes to obtain a license from the Trust, in
order to own, construct, operate, maintain, and control a fiber -based
telecommunication Network or Networks (as defined herein) serving the
Licensee's wireless carrier customer(s) and utilizing microcellular Equipment
(as defined herein); and
WHEREAS, for the purpose of operating the Network, the Licensee
wishes to locate, place, attach, install, operate, control, and maintain
Equipment at or in the Property on facilities owned by the City, which in the
instance of this location, is managed and operated by the Trust; and
WHEREAS, the Trust has evaluated the professional qualifications,
experience and financial resources of the Licensee and determined that the
Trust's entry into this Agreement is in the best interests of the Trust; and
BAYFRONT PARK MANAGEMENT TRUST
301 North Biscayne Boulevard Miami, FL 33132 (305) 358-7550
WHEREAS, this Agreement is not assignable or otherwise transferable to
individuals or entities other than any of the Licensee's subsidiary or affiliate
companies with notice to be given to the Trust; and
WHEREAS, this Agreement permits only certain, enumerated, specific,
listed permitted uses, and does not permit anything further; and
WHEREAS, this Agreement requires that the Licensee must maintain and
comply always with applicable Laws, as amended; and
WHEREAS, this Agreement confers no exclusive possession of the
Property; and
WHEREAS, this Agreement does not convey any right to exclude the City
and/or the Trust from the Property; and
WHEREAS, except as required for public safety and national security, the
Licensee can exclude the City and/or the Trust and its representatives from the
Equipment; and
WHEREAS, the City and/or the Trust shall be granted access to the
Equipment upon forty-eight (48) hours written notice to the Licensee and shall
be accompanied by a representative of the Licensee; and
WHEREAS, the Trust and the Licensee desire and intend to enter into this
Agreement; and
WHEREAS, the Parties jointly and voluntarily stipulate as to the accuracy
of these recitals; and
NOW THEREFORE, in consideration of the mutual covenants set forth in
the attached agreement, the Interim Executive Director is authorized to enter
into same.
Dated this 24th day of April, 2018.
Commissioner Joe Carollo
Chairman, Bayfront Park Management Trust
BAYFRONT PARK MANAGEMENT TRUST
301 North Biscayne Boulevard Miami. FL 33132 (305) 358-7550
18-937
Reviewed by Law March 13, 2017 and April 24, 2018
following BPMT meeting
LICENSE AGREEMENT
ISSUED BY THE
BAYFRONT PARK MANAGEMENT TRUST
TO
CROWN CASTLE NG EAST LLC
FOR THE OCCUPANCY OF THE PROPERTIES LOCATED AT
BAYFRONT PARK & MUSEUM PARK, MIAMI
18-937
TABLE OF CONTENTS
1. Recitals
2. Definitions. 2
3. Purpose. 4
4. Interest Conferred By This Agreement. 5
5. Manner of Property Use. 5
6. Occupancy and Term. 5
7. Continuous Duty to Operate. 6
8. Fees. 6
9. Late Fees. 7
10. Returned Check Fee. 7
11. Guarantee Deposit 8
12. Responsibilities. 8
13, Intentionally Omitted 10
14. Reporting Requirements. 10
15. Condition of the Property and Maintenance. 13
16. Alterations, Additions or Replacements. 13
17. Violations, Liens and Security Interests. 14
18. Trust Access to Property/Wireless Facility 15
19. Indemnification and Hold Harmless. 16
20. Insurance 17
21. No Liability. 17
22. Safety. 18
23. Taxes and Fees. 18
24. Cancellation by Request of Either of the Parties without Cause. 19
25. Default 19
26. Notices. 21
27. Advertising 21
28. Hazardous Materials. 22
29. The Obligations of the Parties Relating to Hazardous Materials 23
30. Licenses, Authorizations and Permits 26
License Agreement issued by the
Bayfront Park Management Trust to Crown Castle NG East LLC
31. Compliance with all Applicable Laws. 24
32. Ownership of Improvements 25
33. Surrender of Property. 25
34. Severability. 26
35. Invalidity. 26
36. Assigrunent. 26
37. Public Records. 27
38. Conflict of Interest. 27
39. Americans with Disability Act 28
40. Nondiscrimination 28
41. Affirmative Action 29
42. Community Small Business Enterprise ("CSBE"). 29
43. Amendments and Modifications. 29
44. Attorneys Fees. 29
45. Litigation; Venue. 30
46. Waiver of Jury Trial. 30
47. Waiver 30
48. Time of Essence; Consent Criteria. 31
49. No Interpretation Against Draftsmen 31
50. Further Acts. 31
51. Third Party Beneficiary 31
52. No Partnership. 31
53. Headings. 32
54. Authority. 32
55. Entire Agreement; Amendment of Agreement. 32
56. Contacting Licensee 33
EXHIBIT Al, Legal Description of Property 35
EXHIBIT A2, Location of Licensee's Equipment on Property 36
EXHIBIT B, Insurance Requirements 37
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License Agreement issued by the
8ayfront Park Management Trust to Crown Castfe NG East LLC
LICENSE AGREEMENT
This License Agreement ("Agreement") is made this — day of , 2018,
by and between the Bayfront Park Management Trust ("Trust"), a limited agency and
instrumentality of the City of Miami, a municipal corporation of the State of Horida ("City"),
located at 301 N. Biscayne Boulevard, Miami, Florida 33132, and Crown Castle NG East LLC
("Licensee"), a Delaware limited liability company authorized to transact business in Florida, with
an address at 2000 Corporate Drive, Canonsburg, Pennsylvania 15317 (each, a "Party" and
collectively, the "Parties").
RECITALS
WHEREAS, the Parties desire and intend to enter into this Agreement for the use of City -
owned property located at or within Bayfront Park, 301 N. Biscayne Boulevard, Miami, Florida
and at or within Museum Park, 1075 Biscayne Boulevard, Miami, Florida (each, a "Property" and
collectively, the "Properties"); and
WHEREAS, the Trust wishes to engage the Licensee for the exclusive right to sublicense
portions of the City's Properties solely for the Sole Purpose; and
WHEREAS, the Licensee wishes to obtain a license from the Trust, in order to own,
construct, operate, maintain, and control a fiber -based telecommunication Network or Networks
(as defined herein) serving the Licensee's wireless carrier customer(s) and utilizing microcellular
Equipment (as defined herein); and
WHEREAS, for the purpose of operating the Network or Networks, the Licensee wishes to
locate, place, attach, install, operate, control, and maintain Equipment at or in the Properties on
facilities owned by the City, which in the instance of these locations, are managed and operated
by the Trust; and
WHEREAS, the Trust has evaluated the professional qualifications, experience and
financial resources of the Licensee and determined that the Trust's entry into this Agreement is
in the best interests of the Trust; and
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License Agreement issued by the
Bayfront Park Management Trust to Crown Castle NG East LLC
WHEREAS, this Agreement is not assignable or otherwise transferable to individuals or
entities other than any of the Licensee's subsidiary or affiliate companies with notice to be given
to the Trust; and
WHEREAS, this Agreement permits only certain, enumerated, specific, listed permitted
uses, and does not permit anything further; and
WHEREAS, this Agreement requires that the Licensee must maintain and comply always
with applicable Laws, as amended; and
WHEREAS, this Agreement confers no exclusive possession of the Properties; and
WHEREAS, this Agreement does not convey any right to exclude the City and/or the Trust
from the Properties; and
WHEREAS, except as required for public safety and national security, the Licensee can
exclude the City and/or the Trust and its representatives from the Equipment; and
WHEREAS, the City and/or the Trust shall be granted access to the Equipment upon forty-
eight (48) hours written notice to the Licensee and shall be accompanied by a representative of
the Licensee; and
WHEREAS, the Trust and the Licensee desire and intend to enter into this Agreement; and
WHEREAS, the Parties jointly and voluntarily stipulate as to the accuracy of these
recitals;and
WHEREAS, the Trust has approved, based on a recommendation from the Executive
Director, a 4/5th "bid waiver" as being in the best interests of the Trust and of Bayfront and
Museum Parks to waive competitive solicitation procedures relative to this Agreement; as not
being practicable or not advantageous in this instance, after a duly noticed public hearing, and
WHEREAS, this is a multi -year Agreement with a possible term, inclusive of renewals of
thirty (30) years and, as such, requires the additional approval of the Miami City Commission as
a condition precedent to commencement; and
WHEREAS, approval by the Trust shall not in and of itself confer any contractual, legal,
equitable or other rights to Licensee, who acknowledges and agrees that if the Miami City
Commission fails to approve this Agreement it will be deemed voided and of no further force and
effect without the necessity of any further action; and
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License Agreement issued by the
Bayfront Park Management Trust to Crown Castle NG East LLC
WHEREAS, The Licensee agrees that it will not have any claim, action or recourse if either
or both the Trust or the City Commission fail to approve this Agreement; and
NOW THEREFORE, in consideration of the mutual covenants set forth herein, the Parties
hereby agree as follows:
1. Recitals.
The foregoing recitals are hereby incorporated and made a material part of this
Agreement.
2. Definitions.
A. "ADA" shall have the meaning ascribed to it in Section 38.
B. "Alternate Location" shall have the meaning ascribed to it in Section 13A.
C. "Approvals" shall mean all certificates, permits, licenses, and other approvals that
the Licensee, in its sole discretion, deems necessary for its intended use of the
Properties.
D. "Assessments" shall have the meaning ascribed to it in Section 22.
E. "City" shall have the meaning ascribed to it in the Preamble.
F. "Defaulting Party" shall have the meaning ascribed to it in Section 24A.
G. "Director" shall mean the Executive Director of the Bayfront Park Management
Trust.
H. "Effective Date" shall mean the date that the Parties fully execute this Agreement.
In the event the Effective Date does not fall on the first day of the month, the
Effective Date shall be adjusted to be the first day of the following month.
I. "Equipment" shall mean the optical converters, power amplifiers, radios, DWDM
and CWDM multiplexers, microcells, remote radio heads, antennas, fiber optic
and coaxial cables, wires, meters, pedestals, power switches and related
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License Agreement issued by the
Bayfront Park Management Trust to Crown Castle NG East t.LC
equipment, whether referred to singly or collectively, to be installed by the
Licensee hereunder.
J. "Guarantee Deposit" shall have the meaning ascribed to it in Section 11.
K. "Hazardous Material" shall mean any substance which is (1) designated, defined,
classified or regulated as a hazardous substance, hazardous material, hazardous
waste, pollutant or contaminant under any Environmental Law, as currently in
effect or as hereafter amended or enacted, (ii) a petroleum hydrocarbon,
including crude oil or any fraction thereof and all petroleum products, (iii) PCBs,
(iv) lead, (v) asbestos, (vi) flammable explosives, (vii) infectious materials or
(viii) radioactive materials. "Environmental Law(s)" means the Comprehensive
Environmental Response, Compensation, and Liability Act of 1980, 42 U.S.C.
Sections 9601, et seq., the Resource Conservation and Recovery Act of 1976, 42
U.S.C. Sections 6901, et seq., the Toxic Substances Control Act, 15 U.S.C. Sections
2601, et seq., the Hazardous Materials Transportation Act, 49 U.S.C. 5101, et seq.,
and the Clean Water Act, 33 U.S.C. Sections 1251, et seq., as said laws have been
supplemented or amended to date, the regulations promulgated pursuant to said
laws and any other federal, state or local law, statute, rule, regulation or ordinance
which regulates or proscribes the use, storage, disposal, presence, clean-up,
transportation or release or threatened release into the environment of
Hazardous Material.
L. "Hazardous Materials Laws" shall have the meaning ascribed to it in Section 27.
M. "Laws" shall mean any administrative, judicial, legislative or other statute, law,
ordinance, zoning code, regulation, rule order, decree, written pronouncement,
writ, award or decision of the United States of America, the state, commonwealth,
tribal unit, county, parish, town or other municipality in which the Properties are
located and any governmental entity exercising executive, legislative, judicial,
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License Agreement issued by the
Bayfront Park Management Trust to Crown Castle NG East LLC
regulatory or administrative functions of, over or pertaining to the Network,
Networks or the Properties.
N. "Licensee" shall have the meaning ascribed to it in the Preamble and shall include
its lawful successors, assigns, and transferees.
0. "Manager" shall mean the City Manager for the City. Whenever the term the
"Manager" is used in this Agreement without further elaboration for purposes of
this Agreement, the term shall be construed to refer to the City Manager. In terms
of this Agreement, the Director as defined herein shall serve as the Manager
making any required day to day decisions under this Agreement.
P. "Network", or collectively "Networks", shall mean one or more of the protocol -
agnostic, fiber -based distributed antenna systems or small cell
telecommunications networks operated by the Licensee to serve wireless carriers.
Q. "Non -Defaulting Party" shall have the meaning ascribed to it in Section 24A.
R. "Property", or collectively "Properties", shall mean the City -owned real property
and improvements located at or within Bayfront Park, 301 N. Biscayne Boulevard,
Miami, Florida and Museum Park, 1075 Biscayne Boulevard, Miami, Florida. The
Properties are the real property where the Network or Networks are to be located.
No other "Property" is included in this Agreement unless expressly and specifically
referred to.
S. "Recurring Fee" shall have the meaning ascribed to it in Section 8.
T. "Returned Check Fee" shall have the meaning ascribed to it in Section 10.
U. "Sole Purpose" shall mean the use of the subject Properties primarily and solely
for the construction, installation, maintenance, monitoring and/or operation of a
Network or Networks by Licensee.
V. "Trust" shall have the meaning ascribed to it in the Preamble.
3. Purpose.
The Trust represents and covenants that it is the manager and overseer of the City -owned
Properties. The Trust has determined that the portions of the Properties upon which the Licensee
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License Agreement issued by the
9ayfront Park Management Trust to Crown Castle NG East LLC
desires to construct, install, operate, monitor, and maintain a Network or Networks are not
needed at this time for any use by the City or Trust. The City and Trust have expressed their
desire to assist the Licensee in accomplishing its Sole Purpose and, in furtherance thereof,
authorizes the Licensee to occupy such portions of the Properties which are suitable for the
construction, installation, operation, monitoring and maintenance of the Licensee's Network or
Networks and to market such Network or Networks to the wireless carriers, under the conditions
hereinafter set forth. The use of the Properties by the Licensee is strictly limited to the Sole
Purpose and is not to be used for any other purpose whatsoever unless agreed to in writing by
the Parties. Any use of the Properties by the Licensee not authorized in this Agreement may be
approved as a related, ancillary or incidental use if allowed by applicable Laws (i.e., the Miami 21
Zoning Code as amended and any successor codes, City Code, Florida Building Code, etc.) and
Licensee must comply with all applicable Laws, the Sole Purpose as defined herein and such
related, ancillary or incidental use shall require prior consent by the Planning and/or Zoning
Directors, Planning, Zoning and Appeals Board, City Commission or Manager or his/her
authorized designee, as applicable and as required by the regulations which pertain to such
request, which consent may be refused, conditioned or delayed. In the event of (a) advances or
changes in technology during the term which go beyond the Licensee's use of the Properties for
the Sole Purpose and (b) the Parties, following good faith negotiations, fail to agree to modify,
amend or expand the Sole Purpose so that the Licensee's continued use of the Properties is
authorized, the Trust shall have the right to termination this Agreement with cause, subject to
the provisions of Section 25 herein.
4. Interest Conferred by This Agreement.
This Agreement is subject to the prior approval of the Miami City Commission, which is a
condition precedent to its validity. In the event the Miami City Commission does not approve
the Agreement, this Agreement will be automatically null and void and Licensee will have no
recourse or remedy against the Trust or the City. Licensee is not conferred or granted any
contract, equitable, legal, or property rights, expectations, or entitlements by passage of the
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License Agreement issued by the
Bayfront Park Management Trust to Crown Castle NG East LLC
Trust Resolution approving the Agreement. This Agreement establishes a license for Licensee to
construct, monitor, maintain, and install Equipment for the purpose of operating, monitoring and
maintaining a Network or Networks on the specified City -owned Properties. Licensee cannot
exclude the City and/or the Trust from the Properties. Except as required for public safety and
national security, Licensee may exclude the City and/or the Trust from the Network or Networks
until the time at which the Trust becomes a tenant of the Network or Networks. Licensee shall
be permitted 24/7/365 access to the Properties to maintain the Network or Networks. The
Properties in terms of this Agreement shall be strictly limited to only that portion of the
Properties depicted on Exhibit A2.
This Agreement authorizes Licensee to the use of the Properties for the Sole Purpose set
forth herein for its Network or Networks and for no other purpose. The Parties hereby agree
that the provisions of this Agreement do not constitute a lease and confer no leasehold rights or
leasehold estate but rather a license for Licensee's use and occupancy of the Properties.
5. Manner of Property Use.
Licensee's use of only those certain portions of the Properties being shown on the
attached Exhibit A2, where the Network or Networks will be situated and depicted on the
attached Exhibit A2 and only those certain defined discreet portions of the Properties where the
Network or Networks is actually physically located is exclusive, (no other Property is included by
implication or otherwise) and the Licensee acknowledges and agrees to abide by the terms and
obligations as set forth in this Agreement including the manner of operation, use of areas and
maintenance and utility obligations, provided however that the Trust hereby designates the
Licensee as the point of contact regarding discussions and dealings with wireless carriers in
connection with their wireless telecommunication needs at the Properties, including siting,
installation, development, use and management thereof, whether by distributed antenna
system, rooftop, tower or otherwise. The Trust shall require all wireless carriers requesting use
of, or expressing an interest in using, the Properties to provide wireless telecommunications
service thereon to consult with the Licensee and grants to the Licensee the right to negotiate on
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License Agreement issued by the
Bayfront Park Management Trust to Crown Castle NG East LLC
the Trust's behalf with all wireless carriers in this regard. During the term, the Trust shall not
grant a lease, license, or similar agreement during the term to any wireless carrier or commercial
wireless infrastructure provider for the purposes of installing a wireless telecommunications
system at the Properties. Notwithstanding the foregoing, the Trust shall have the right to enter
into an agreement with a third party to deploy Wi-Fi at the Properties and such an Agreement is
expressly allowed and will not be disrupted or diminished by this Agreement.
Installation and placement of Equipment or similar work shall only occur from Monday to
Friday between the hours of eight (8) a.m. and five (5) p.m. No work is allowed on the Property
on weekends. No exceptions. This limitation applies to Licensee, its successors, assigns,
contractors, agents and representatives.
6. Occupancy and Term.
This Agreement shall be effective as of the Effective Date and shall extend for a term of
ten (10) years commencing on the Effective Date. The term of this Agreement shall be extended
automatically for four (4) successive terms of five (5) years each on the same terms and
conditions as set forth herein, subject to a maximum renewal period of twenty (20) years unless
either Party gives notice of its intent not to renew not less than one hundred eighty (180) days
prior to the expiration of the then -current term or until the first to occur of the following and so
long as Licensee is not in default of the provisions of this Agreement:
A. Termination with Cause, subject to the notice provisions of Section 25 herein; or,
B. Abandonment of the Property by the Licensee; or
C. Cancelation for convenience on thirty (30) days' written notice anytime for any or
no cause whatsoever following the initial ten (10) year term as provided in
Section 24.
7. Continuous Duty to Operate.
Except where the Properties are rendered unusable because of fire, hurricane, flood, or
other casualty, the Licensee shall at all times during this Agreement use or occupy the Properties
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License Agreement issued by the
8ayfront Park Management Trust to Crown Castle NG East LLC
upon procuring a fully binding contractual commitment from a wireless carrier to use the
Network or Networks and shall thereafter continuously use the Properties in accordance with
the terms of this Agreement.
8. Fees.
In consideration for the Trust's entering into this Agreement and granting the license
hereunder to the Licensee throughout the term, the Licensee shall provide the following
consideration to the Trust:
Initial Fee. Licensee shall make an initial payment to the Trust of Fifty Thousand
Dollars ($50,000) ("Initial Fee") due and payable within thirty (30) days following the Effective
Date.
Recurring Fee. In consideration for: (i) the Licensee's constructing the Network at its sole
cost and expense to provide wireless coverage to the Trust and the City, their employees, invitees
and guests on and about the Property; (ii) the Licensee's marketing the Network to wireless
carriers in order to increase the number of wireless carriers providing coverage to the Property;
(iii) the Licensee's deploying neutral host technology to reduce the visual impact, consumption
of space and limit the disruption to the Trust; and (iv) the Licensee's serving as the manager and
single point of contact for wireless carriers in connection with their telecommunication needs on
the Property, including siting, installation, development, use or management of the Network, the
Licensee shall be entitled to bill and receive all revenues of the Network and the privileges
granted in this Agreement, and the Licensee shall remit monthly to the Trust an amount equal to
twenty-five percent (25%) of the monthly recurring gross revenues collected by the Licensee
from wireless carriers for use of the Network, excluding reimbursements for taxes, construction
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License Agreement issued by the
Bayfront Park Management Trust to Crown Castle NG fast LLC
or installation costs, or other expenses incurred by the Licensee including revenue share
reimbursements (the "Recurring Fee"). The Licensee shall pay the Recurring Fee monthly, in
advance, no later than the tenth (10th) day of each calendar month.
Carrier Fee. In addition to the Initial Fee and Recurring Fee, within thirty (30) days after
the date each agreement with a wireless carrier is fully executed, Licensee shall pay to the Trust
the amount of Fifty Thousand Dollars ($50,000) ("Carrier Fee").
Minimum Guaranteed Annual Fees. Beginning on the first (1st) anniversary of the
effective date and each subsequent anniversary throughout the term of the first (15t) wireless
carrier agreement Licensee enters into for use of a Network or Networks, Trust and Licensee
agree that Licensee shall annually remit to the Trust an amount ("Minimum Guaranteed Annual
Fees") if the aggregate of the Recurring Fee and Carrier Fee paid to the Trust by Licensee for
wireless carriers' annual use of the Network or Networks is less than that set forth below. No
later than May 31 of each year, Licensee shall remit to the Trust the difference, if any, between
the sum of the Recurring Fee added to the Carrier Fee and the Minimum Guaranteed Annual
Fees,The Parties agree that the Initial Fee is not included in the Minimum Guaranteed Annual
Fees.
Year
Minimum Guaranteed Annual Fees
Year One
$30,000
Years Two through Ten and renewal
terms, if any
$60,000
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License Agreement Issued by the
Bayfront Park Management Trust to Crown Castle NG East LLC
9. Late Fees.
In the event any payment is not received by the Trust on or before the thirtieth (30th) day
following the date that it becomes due as stated in Section 8, Licensee shall pay to the Trust a
late charge in an amount equal to five percent (5%) of the respective fee owed. Such late fee
shall constitute additional fees due and payable to the Trust by Licensee upon the date of
payment of the delinquent fee referenced above. Acceptance of such late fee by the Trust shall
constitute a waiver of Licensee's violations with respect to such overdue fee and shall prevent
the Trust from pursuing any remedy to which the Trust may have otherwise been entitled.
10. Returned Check Fee.
In the event any check is returned to the Trust as uncollectible, the Licensee shall pay to
the Trust a $35.00 returned check fee ("Returned Check Fee").
The Returned Check Fee shall constitute additional fees due and payable to the Trust by
the Licensee, upon the date of payment of the delinquent fee referenced above. Acceptance of
Returned Check Fees by the Trust shall constitute a waiver of the Licensee's violations with
respect to such overdue fee and shall prevent the Trust from pursuing any remedy to which the
Trust may have otherwise been entitled.
11. Guarantee Deposit.
Within thirty (30) days of full execution of the Agreement, the Licensee shall deposit with
the Trust a guarantee deposit in the amount of One Thousand Dollars ($1,000.00) ("Guarantee
Deposit") as guarantee for the full and faithful performance by the Licensee of all obligations of
the Licensee under this Agreement or in connection with this Agreement. If the Licensee defaults
in the performance of this Agreement, the Trust shall be entitled to use this deposit to address
the default while still reserving all other remedies and claims.
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License Agreement issued by the
Bayfront Park Management Trust to Crown Castle NG East LLC
12. Responsibilities.
A. Licensee's Responsibilities; Utilities.
The Trust makes no representations or warranties with respect to availability of utilities
to serve the Equipment and Network or Networks. The Trust shall allow the Licensee to access
its electrical power, provided that the Licensee pay the cost of utility service provided to the
Properties and attributable to the Licensee's use. The Trust will provide the Licensee and the
wireless carriers, at no cost to the Trust, with such reasonable assistance as is available to enable
the Licensee and the wireless carriers to arrange for such utilities and services. Such costs shall
be billed monthly by the Trust to the Licensee, with reasonable supporting documentation of
such utility consumption and shall be paid by the Licensee upon receipt of such invoice. The
Licensee agrees to pay for utilities based on (i) sub -metering equipment, to be installed by the
Licensee at its cost; (ii) estimated usage based on Equipment specifications and spot
measurements; or (iii) as otherwise agreed between the Parties.
The Trust is not a guarantor or in any manner shall be responsible for payment of the
Licensee's responsibilities, debts, duties, liabilities, contracts, or obligations as they are set forth
in this Agreement. The Licensee, at its sole cost and expense, shall insure that the Properties will
at all times be in a safe, secure, clean and sanitary condition. The Licensee agrees to provide all
security it deems necessary to protect its operations, Equipment, and Network or Networks. The
Licensee shall insure that all appropriate Equipment and lights have been turned off and
appropriate doors locked at the close of operations within the Properties each day. The Licensee
shall be responsible to take commercially prudent preventive maintenance measures, according
to applicable industry standards, to safeguard its Equipment and its Network or Networks from
storms and other "Acts of God" as Florida Law defines that term.
B. Trust's Responsibilities.
The Trust shall not pay for any utilities on the Properties consumed by the Licensee or the
wireless carriers for the Network or Networks during the term of this Agreement other than the
utilities that the Trust itself consumes by a separate meter device in the name of the Trust. The
Trust reserves the right, following prior written notice to the Licensee, to interrupt, curtail or
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License Agreement issued by the
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suspend the provision of any utility service provided by it, including but not limited to, heating,
ventilating and air conditioning systems and equipment serving the Properties, to which Licensee
may be entitled hereunder, when necessary by reason of accident or emergency, or for repairs,
alterations or improvements in the judgment of Trust desirable or necessary to be made or due
to difficulty in obtaining supplies or labor or for any other cause beyond the reasonable control
of the Trust. Such repairs, alterations or improvements shall be prosecuted with reasonable
diligence. The Trust shall in no respect be liable for any failure of the utility companies or
governmental authorities to supply utility service to the Licensee or for any limitation of supply
resulting from governmental orders or directives. The Licensee shall not claim any damages
because of the Trust's reasonable interruption, curtailment, or suspension of a utility service,
provided prior written notice of such interruption, curtailment or suspension was given to the
Licensee, nor shall this Agreement or any of the Licensee's obligations hereunder be affected or
reduced thereby.
During the term of the Agreement, the Trust shall: (i) cooperate with the Licensee in the
Licensee's efforts to perform its due diligence investigation and to obtain Approvals, including all
appeals; and (ii) "knowingly" (e.g., with full knowledge and deliberation) take no action that
would adversely affect the Licensee's permitted use of the Properties. The Trust acknowledges
that the Licensee's ability to use the Properties is contingent upon the Licensee obtaining and
maintaining the Approvals, where required. Additionally, the Trust grants to the Licensee and its
employees, representatives, agents and consultants a limited power of attorney in a form
acceptable to the Trust to prepare, execute, submit, file and present on behalf of the Trust for
building, permitting, zoning or land -use applications with the appropriate local, state and/or
federal agencies necessary to obtain land use changes, special exceptions, zoning variances,
conditional use permits, special use permits, administrative permits, construction permits,
operation permits and/or building permits. The Trust understands that any such application
and/or the satisfaction of any requirements thereof may require the Trust's reasonable
cooperation, which the Trust hereby agrees to provide, as long as it does not cause the Trust to
incur an expense, disruption, inconvenience in the reasonable opinion of the Director or charge
and it is not in violation of any applicable Laws. The Trust shall not "knowingly" do or permit
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License Agreement issued by the
Bayfront Park Management Trust to Crown Castie NG East LLC
anything that will interfere with or negate any Approvals pertaining to the Properties or cause
them to be in nonconformance with applicable local, state or federal laws. Subject to compliance
with applicable Laws, the Trust agrees to reasonably consider execution of such documents as
may be reasonably necessary to obtain and thereafter maintain the Approvals and agrees to be
named as a secondary applicant for said Approvals.
13. Relocation.
A. Relocation by Trust.
The Trust may request that Licensee remove and relocate its Equipment if the Trust
intends to remove or substantially alter the structure supporting such Equipment so that it is
unable to support the Equipment. In order to require such removal and relocation, the Trust
must: (i) provide at least sixty (60) days' written notice prior to the date of the proposed removal
and relocation of any Equipment; (ii) propose a reasonable alternative location for such
Equipment acceptable to Licensee (the "Alternate Location"); (iii) grant Licensee at least
sixty (60) days following receipt of all necessary permits (but at least one hundred twenty (120)
days for removal and relocation of the hub site) to complete the removal and relocation; and
(iv) provide, at its expense, for providing an installation -ready location acceptable to Licensee for
Licensee's Equipment, including the construction or modification of structures to accommodate
such Equipment and any necessary extension of fiber (as applicable) to serve the Alternate
Location, In the event Licensee accepts the Alternate Location, the Trust and Licensee shall
execute an amended DAS Order before the Equipment removal and relocation commences.
Licensee shall be responsible for the costs of removing and relocating the Equipment, subject to
reimbursement by the Trust through abatement of the Recurring Fee in an amount equal to
Licensee's cost of removal and relocation, or as may otherwise be agreed by the Parties. In the
event the Licensee elects not to accept the Alternate Location either Party may terminate this
Agreement for that purpose without recourse or penalty against the other Party.
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License Agreement issued by the
Bayfront Park Management Trust to Crown Castle NG East LLC
B. Relocation by Licensee.
Licensee shall not change the location of its Equipment without the written consent of
the Trust, except in cases of emergency. In cases of emergency, Licensee shall procure the Trust's
consent orally by contacting the Director and such request and consent may be confirmed in
writing by Licensee and approved in writing by the Trust once the emergency has been resolved.
Licensee shall be responsible for its cost of relocating any Equipment.
14. Reporting Requirements.
The Licensee shall prepare, or cause to be prepared, the following reports and documents
identified in subsection A of this Section as outlined below and submit them to the Director by
the timeframes identified below.
A. Reports.
No later than January 31 of each year, Licensee shall provide to the Trust an annual report
showing all revenues received from wireless carriers and the calculation of the Recurring Fee for
the preceding calendar year, or portion thereof ("Report") and the Trust shall reconcile accounts
as necessary to resolve any discrepancies between Recurring Fees paid and that set forth in the
Report. No more than two (2) times during each calendar year during the term hereof, Licensee
shall afford the Trust, upon reasonable prior notice during regular business hours, the right to
review or audit Licensee's books and records regarding operation of the Network or Networks
and performance of its obligations under this Agreement.
The Parties will cooperate in good faith to (i) resolve any discrepancies between the
Recurring Fees paid to the Trust and those calculated by the Report or audit to be due to the
Trust and (ii) determine the method that (A) any overpayment of Recurring Fees will be refunded
to Licensee or (B) any underpayment of Recurring Fees will be made to the Trust, (including
payment by check or temporary abatement, increase or decrease in the Recurring Fees otherwise
due).
The Trust agrees to hold in confidence any non-public information it learns from Licensee
to the fullest extent permitted by Law.
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License Agreement issued by the
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B. Preventive Maintenance Report; Survey.
Following the completion of construction and installation of the Network or Networks on
the Properties, the Licensee shall provide the Trust with a copy of an "as -built" survey, which
shall depict and identify the location(s) of the Network or Networks on the Properties and any
easements. The "as -built" survey shall be deemed to be incorporated into this Agreement even
if not physically affixed hereto.
Nothing herein shall imply that the Licensee should perform maintenance, repair, and
inspections only at the suggested intervals. Licensee shall, at all times, be responsible for the
condition of the Licensee's use of the Properties and shall perform repairs to its Equipment or
its Network or Networks as may be required in a timely manner so as to prevent injury to
persons and waste to property.
15. Condition of the Property and Maintenance.
The Licensee accepts the Properties "as is" / "where is", in their present condition and
state of repair and without any representation or affirmation by or on behalf of the Trust, and
agrees that the Trust shall, under no circumstances, be liable for any latent, patent or other
defects in the Properties. The Licensee, at its sole cost, shall maintain the Properties in good
order and repair at all times and in an attractive, clean, safe, and sanitary condition and shall
suffer no waste or injury thereto. The Licensee shall be responsible for all interior and exterior
non-structural repairs to the Properties required or caused by the Licensee's use of any part
thereof and including structural repairs if caused by the Licensee's use.
The Licensee agrees to make all changes necessary to the Properties at Licensee's sole
cost and expense in order to comply with ail applicable Laws for Licensee's use thereof.
16. Alterations, Additions, or Replacements.
Except in the event of an emergency, the Licensee shall not make any repair to the
Properties without first receiving the written approval of the Director or his/her authorized
designee, which approval may be conditioned, denied, or withheld for any or no reason
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License Agreement issued by the
Bayfront Park Management Trust to Crown Castie NG East LLC
whatsoever and which may be procured by email. If the Director or his/her designee approves
such request, no repair or alteration shall be commenced until plans and specifications therefore
shall have been submitted to and approved by the Director or his/her designee. The Licensee
reserves the right to make any modifications or improvements to its Equipment or to its Network
or Networks without receiving written approval from the Director unless these improvements or
modifications substantially alter the appearance and/or size of the Equipment in which case the
Parties shall amend the DAS Order.
The Licensee shall be solely responsible for applying for and acquiring all necessary
permits, including but not limited to, building, electrical, fire and land development permits. The
Licensee shall be responsible for any and all costs associated with any alterations or
improvements to its Equipment or to its Network or Networks, including, but not limited to,
design, construction, installation and permitting costs. In the event of an emergency, the
Licensee shall reasonably proceed to perform repair work and shall immediately notify the Trust
of such work once the emergency has abated,
All alterations must be in compliance with all applicable Laws as they presently exist and
as they may be amended hereafter.
17. Violations, Liens, and Security Interests.
The Licensee shall not suffer or permit any mechanics, statutory, equitable, laborers,
material person, suppliers, or construction liens to be filed against the title to the Properties, nor
against any alteration by reason of work, labor, services, supplies or materials supplied to the
Licensee. Nothing in this Agreement shall be construed as constituting the consent or request of
the Trust, expressed or implied, by inference or otherwise, to any contractor, subcontractor,
laborer or material person for the performance of any labor or the furnishing of any materials for
any specific alteration, or repair of or to the Properties nor as giving the Licensee the right, power
or authority to contract for or permit the rendering of any services or the furnishing of any
materials that would give rise to the filing of any construction liens against the Properties. If any
construction or other lien shall at any time be filed against the Properties, the Licensee shall cause
it to be discharged of record within fifteen (15) days after the date the Licensee acquires
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License Agreement issued by the
Bayfront Park Management Trust to Crown Castle NG East LLC
knowledge of its filing. If the Licensee shall fail to discharge a lien within that period, then, in
addition to any other right or remedy available to the Trust, the Trust may, but shall not be
obligated to, discharge the lien either by paying the amount claimed to be due or by procuring
the discharge of the lien by deposit in court of bonding or other acceptable form of security in
lieu thereof. Additionally, the Trust may compel the prosecution of an action for the foreclosure
of the construction or other lien by the lienor and pay the amount of the judgment, if any, in
favor of the lienor (with interest, costs and allowances), with the understanding that all amounts
paid by the Trust shall constitute additional payments due and payable under this Agreement
and shall be repaid to the Trust by the Licensee immediately upon rendition of any written invoice
or bill by the Trust, The Licensee shall not be required to pay or discharge any mechanics,
equitable, statutory, laborers, supplies, material persons or construction lien so long as (i) the
Licensee shall in good faith proceed to contest the lien by appropriate proceedings; (ii) the
Licensee shall have given notice in writing to the Trust of its intention to contest the validity of
the lien; and (Hi) the Licensee shall furnish and keep in effect a payment and performance surety
bond of a responsible and substantial surety company rated B: V or better per A.M. Best's Key
Rating Guide (latest edition) and authorized to do business in Florida reasonably acceptable to
the Trust in an amount sufficient to pay one hundred ten (110%) percent of the amount of the
construction cost of the work and costs and expenses, including reasonable attorneys' fees, to
be incurred in connection therewith naming the City and the Trust as obligees. The Licensee
further agrees to hold the Trust and City, its officials, employees, and agents harmless from, and
to indemnify the Trust and City against, any and all claims, demands and expenses, including
reasonable attorneys' fees, by reason of any claims of any contractor, subcontractor, material
person, laborer or any other third person with whom the Licensee has contracted or otherwise
is found liable to, with respect to the Licensee's use of the Properties. The bond described herein
shall be substantially in the form prescribed by 255.05, Fla. Stat. and be subject to the approval
of the City of Miami Risk Management Director.
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License Agreement issued by the
Bayfront Park Management Trust to Crown Castle NG East LLC
18. Trust Access to Property/Network.
The Trust shall have access to and entry onto the Properties at any time to (a) perform
any obligations of the Licensee hereunder which the Licensee has failed to perform after written
notice thereof to the Licensee and the Licensee not having cured such matter within thirty (30)
days of such notice; and (b) assure the Licensee's compliance with the terms and provisions of
this Agreement and all applicable Laws, provided that the Licensee is given at least 48-hours
advance written notice and further that the Licensee shall have the right to have one or more of
its representatives or employees present during the time of any such entry. The Trust, its
officials, employees, and agents shall not be liable for any loss, cost, or damage to the Licensee
by reason of the exercise by the Trust of the right of entry described herein for the purposes
listed above. The making of periodic inspections or the failure to do so shall not operate to
impose upon the Trust any liability of any kind whatsoever nor relieve the Licensee of any
responsibility, obligations or liability assumed under this Agreement.
Except as required for public safety and national security, the Trust is not granted access
to the Equipment or to the Network or Networks. In the event that the Trust becomes a tenant
of the Network or Networks, the Licensee shall grant access to the Network or Networks as
provided in any agreement that may be entered into at that point.
19. Indemnification and Hold Harmless.
The Licensee shall indemnify, hold harmless, and defend, at Licensee's own cost, the Trust
and City, its officials and employees, and hold the Trust and City and its officials and employees
harmless from any claim of liability or loss from personal injury or property damage arising from
the use and occupancy of the Properties by Licensee, its employees, contractors, servants or
agents, except to the extent such claims are caused by the intentional misconduct or grossly
negligent acts or omissions of Licensee, or its employees, contractors, servants or agents.
The Licensee shall indemnify, defend and hold harmless the Trust and City and its officials,
employees and agents (collectively referred to as "Indemnitees") and each of them from and
against all loss, costs, penalties, fines, damages, claims, expenses (including reasonable
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License Agreement issued by the
Bayfront Park Management Trust to Crown Castle NG East LLC
attorney's fees) or liabilities (collectively referred to as "Liabilities") by reason of any injury to or
death of any person or damage to or destruction or loss of any property arising out of, resulting
from, or in connection with (i) the performance or non-performance of the activities
contemplated by this Agreement which is or is alleged to be directly or indirectly caused, in whole
or in part, by any act, omission, default or negligence (whether active or passive) of the Licensee
or its employees, agents or subcontractors (collectively referred to as "Licensee"), or any of them
or (ii) the failure of the Licensee to comply with any of the Sections herein or the failure of the
Licensee to conform to Laws, including without limitation, labor, environmental and intellectual
property or private property rights, in connection with the performance of this Agreement. The
Licensee expressly agrees to indemnify and hold harmless the Indemnitees, or any of them, from
and against all liabilities which may be asserted by an employee or former employee of the
Licensee, or any of its subcontractors, as provided above, for which the Licensee's liability to such
employee or former employee would otherwise be limited to payments under state Workers'
Compensation or similar laws,
The Licensee further voluntarily and knowingly acknowledges that, as lawful
consideration for being granted the right to utilize and occupy the Properties, the Licensee, on
behalf of himself, his agents, invitees and employees, does hereby release from any legal liability
the Trust and City, its officers, agents and employees, from any and all claims for injury, death or
property damage resulting from the Licensee's use of the Properties, unless such damage is a
result of or proximately caused by Trust or City's own negligence or negligence on the part of its
employees or agents. The Licensee affirms that the granting of this Agreement is good, sufficient,
and independent consideration granted by the Trust and City for this Indemnification, Duty to
Defend at its own cost, and Hold Harmless, which shall survive the cancellation or expiration of
the Agreement.
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License Agreement issued by the
Bayfront Park Management Trust to Crown Castle NG East LLC
20. Insurance.
The Licensee, at its sole cost, shall obtain and maintain in full force and effect always
throughout the period of this Agreement, the insurance as set forth in Exhibit B attached hereto
and made a material part hereof.
21. No Liability.
In no event shall the Trust or the City be liable or responsible for injury, loss or damage to
the personal property, improvements and/or Equipment belonging to the wireless carriers, the
Licensee, its officers, agents, employees, invitees or patrons occurring in or about the Properties
that may be stolen, destroyed or in any way damaged, including, without limitation, fire, flood,
steam, electricity, gas, water, rain, vandalism or theft which may leak, flow from or into any part
of the Properties or from the breakage, leakage, obstruction or other defects of the pipes,
sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures of the Properties or
from hurricane, any "Act of God," any act of negligence of any user of the facilities or occupants
of the Properties or any person whomsoever whether such damage or injury results from
conditions arising upon the Properties or upon other portions of the Properties or from other
sources.
The Licensee further acknowledges that as lawful consideration for being granted the
right to utilize and occupy the Properties, the Licensee, on behalf of itself, its agents, invitees and
employees, does hereby release from any legal liability the Trust and City, its officers, agents and
employees, from any and all claims for injury, death or property damage resulting from the
Licensee's use and occupation of the Properties, unless such claims and/or damage is the result
of or proximately caused by Trust or City's own negligence or negligence on the part of its
employees.
22. Safety.
The Licensee will allow the City and Trust's inspectors, agents, or representatives the
ability to monitor its compliance with safety precautions as required by applicable and lawful
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License Agreement issued by the
Bayfront Park Management Trust to Crown Castle NG East LLC
federal, state or local laws, rules, regulations, and ordinances. By performing these inspections,
the Trust, its agents, or representatives are not assuming any liability by virtue of these laws,
rules, regulations, and ordinances. The Licensee shall have no recourse against the Trust, its
agents or representatives from the occurrence, non-occurrence or result of such inspection(s)
beyond that available by course of law or procedure, such as appeal. Upon issuance of a notice
to proceed, the Licensee shall contact the City's Risk Management Department at (305) 416-1700
to schedule any applicable inspection(s) in accordance with the requirements stated herein.
23. Taxes and Fees.
The Licensee shall pay, before any fine, penalty, assessment or other governmental levy,
interest or other cost is added for nonpayment, any and all charges, fees, taxes, levies,
surcharges, impositions or assessments imposed or levied against the Properties (collectively
"Assessments"), attributable directly to its use, occupancy and activities on the Properties and/or
against personal property of any kind, owned by or placed in, upon or about the Properties by
the Licensee, including, but not limited to, ad valorem taxes, fire fees and parking surcharges. In
the event the Licensee appeals an Assessment, the Licensee shall notify the Director of its
intention to appeal said Assessment. The Licensee will resolve the appeal prior to any default or
lien action being taken against the Director and the Properties.
24. Cancellation by Request of Either of the Parties without Cause.
Following the initial ten (10) year term of the Agreement, either Party may cancel this
Agreement at any time, without cause, by giving thirty (30) days written notice to the non -
canceling Party prior to the effective date of the cancellation. This is a cancellation for
convenience clause, and neither Party shall have any recourse or remedy against the other Party
due to the exercise of such cancellation, provided, however, that the Licensee must pay any
outstanding costs or fees due to the Trust under this Agreement through the effective date of
such cancellation. The Licensee's duty to pay any such fees due shall survive such cancellation.
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License Agreement issued by the
Bayfront Park Management Trust to Crown Castle NG East LLC
25. Default.
A. Notice of Default; Cure Period.
In the event that there is a default by a Party (the "Defaulting Party") with respect to any
of the provisions of this Agreement or a Party's obligations under this Agreement, the other Party
(the "Non -Defaulting Party") shall give the Defaulting Party written notice of such default. After
receipt of such written notice, the Defaulting Party shall have thirty (30) days in which to cure
any monetary default and sixty (60) days in which to cure any non -monetary default. The
Defaulting Party shall have such extended periods as may be required beyond the sixty (60) day
cure period to cure any non -monetary default if the nature of the cure is such that it reasonably
requires more than sixty (60) days to cure, and the Defaulting Party commences the cure within
the sixty (60) day period and thereafter continuously and diligently pursues the cure to
completion, provided such period shall not extend beyond a cumulative total of one hundred
twenty (120) days, and further provided that the cure is of such a nature that is possible to cure
within one hundred twenty (120) days by diligently pursuing the cure in an commercially
reasonable manner. The Non -Defaulting Party may not maintain any action or effect any
remedies for default against the Defaulting Party unless and until the Defaulting Party has failed
to cure the same within the time periods provided in this Section.
B. Consequences of Licensee's Default.
In the event that the Licensee is in default beyond the applicable cure periods set forth
above, the Trust may maintain any action or effect any remedy for default against the Licensee,
resulting in the Licensee's dispossession or removal. In no event shall the Licensee be liable to
the Trust for consequential, indirect, speculative, or punitive damages in connection with or
arising out of this Agreement.
C. Consequences of Trust's Default.
In the event that the Trust is in default beyond the applicable cure periods set forth above,
the Licensee may, at its option, upon written notice: (i) terminate this Agreement, vacate the
Properties and be relieved from all further obligations under this Agreement; (ii) for a period not
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License Agreement issued by the
Bayfront Park Management Trust to Crown Castle NG East LLC
to exceed ninety (90) days, perform the obligation(s) of the Trust specified in such notice, in
which case any direct, verifiable expenditures reasonably incurred, without any markup,
overhead, administrative fee or similar charges, made by the Licensee in so doing shall be
deemed paid for on the account of the Trust, and the Trust agrees to reimburse the Licensee for
said expenditures within forty five (45) days of the Licensee's submission of "proper invoices" as
that term is defined by the Florida Prompt Payment Act; or (iii) take any other action the Licensee
deems prudent to protect and preserve its rights, remedies, Equipment and Network or
Networks.
26. Notices.
All notices or other communications which may be given pursuant to this Agreement shall
be in writing and shall be deemed properly served if delivered by personal service or by certified
mail addressed to the Trust and/or to the Licensee at the addresses indicated herein or as the
same may be changed from time to time upon written notice to the other Party. Such notice
shall be deemed given on the day on which personally served; if by facsimile, electronic mail or
overnight delivery, the next business day; or if by certified mail, on the fifth (5th) day after being
posted or the date of actual receipt, whichever is earlier:
CITY OF MIAMI:
City of Miami
Office of the City Manager
3500 Pan American Drive
Miami, Florida 33133
WITH COPIES TO:
Executive Director
Bayfront Park Management Trust
301 N. Biscayne Boulevard
Miami, Florida 33130
LICENSEE:
Crown Castle NG East LLC
c/o Crown Castle USA Inc.
General Counsel
Attn: SCFS — Legal
2000 Corporate Drive
Canonsburg, Pennsylvania 15317
(866) 482-8890
Crown Castle NG East LLC
2000 Corporate Drive
Canonsburg, Pennsylvania 15317
Attn: SCFS Contract Management
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License Agreement issued by the
Bayfront Park Management Trust to Crown Castle NG East LLC
27. Advertising.
With the exception of signage required by the Federal Communications Commission and
other legal requirements, the Licensee shall not be permitted to place any signs or advertising
matter upon the exterior of the Properties or its Equipment without having first obtained the
approval of the Director or his/her designee, which approval may be withheld for any or no
reason at his/her sole discretion. Any approved signage must comply with and be permitted by
Law including, without limitation, City and County Sign Codes and Zoning Ordinances. The
Licensee shall, at its sole cost and expense, install, provide, and maintain such signage,
advertising matter or other things as may be permitted hereunder in good condition and repair
at all times. The Licensee must further obtain approvals, permits or other required approvals by
whatever name called from all governmental authorities having jurisdiction and must comply
with all applicable Laws. Upon expiration or earlier termination of this Agreement, the Licensee
shall, at its sole cost and expense, remove any signage, advertising matter or other things
permitted hereunder from the Properties. If any part of the Properties are in any way damaged
by the removal of such items, said damage shall be repaired by the Licensee at its sole cost and
expense. Should the Licensee fail to repair any damage caused to the Properties within ten (10)
days after receipt of written notice from the Trust directing the required repairs, the Trust shall
cause the Properties to be repaired at the sole cost and expense of the Licensee. The Licensee
shall pay the Trust the reasonable cost of such repairs within ten (10) days of receipt of a written
invoice indicating the reasonable cost of such required repairs together with supporting
documentation evidencing such invoice.
The Licensee hereby understands and agrees that the Trust may, at its sole discretion,
erect or place upon the Properties an appropriate sign, plaque, or historic marker.
28. Hazardous Materials.
The Licensee shall, at its sole cost and expense, at all times and in all respects comply with
all applicable and lawful federal, state and local laws, statutes, ordinances and regulations, rules,
rulings, policies, orders and administrative actions and orders relating to hazardous materials
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License Agreement issued by the
Bayfront Park Management Trust to Crown Castle NG East LLC
("Hazardous Materials Laws"), including, without limitation, any Hazardous Materials Laws
relating to industrial hygiene, environmental protection or the use, storage, disposal or
transportation of any flammable explosives, toxic substances or other hazardous, contaminated
or polluting materials, substances or wastes, including, without limitation, any "Hazardous
Substances", "Hazardous Wastes", "Hazardous Materials" or "Toxic Substances" (collectively
"Hazardous Materials"), under any such laws, ordinances or regulations. The Licensee shall, at
its sole cost and expense, procure, maintain in effect and comply with all conditions of any and
all permits, licenses and other governmental and regulatory approvals relating to the Licensee's
use of any Hazardous Materials within, on, under or about the Properties or as may be required
for the Licensee's use of any Hazardous Materials in or about the Properties in compliance with
all applicable and lawful Hazardous Materials Laws and customary industry practices regarding
the management of such Hazardous Materials. Upon expiration or earlier termination of this
Agreement, the Licensee shall, at its sole cost and expense, cause all Hazardous Materials,
including their storage devices, as placed in or about the Properties by the Licensee or at the
Licensee's direction, to be removed from the Properties and transported for use, storage or
disposal in accordance and compliance with all applicable and lawful Hazardous Materials Laws.
The Licensee may operate according to the custom of the industry so long as the use or presence
of Hazardous Materials is properly monitored according to, and in compliance with, all applicable
and lawful governmental requirements. The requirements of this Section of this Agreement shall
survive expiration or earlier termination of this Agreement.
The Trust represents that, to the best of its knowledge, there are no Hazardous Materials
presently existing on the Properties.
29. The Obligations of the Parties Relating to Hazardous Materials.
A. Licensee's Obligation and Indemnity.
The Licensee shall not (either with or without negligence) cause or permit the escape,
disposal or release of any Hazardous Materials on or from the Properties in any manner
prohibited by Law. The Licensee shall indemnify, defend, save and hold the Trust and the City its
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License Agreement issued by the
Bayfront Park Management Trust to Crown Castle NG East LLC
officials and employees harmless from any and all claims, damages, fines, judgments, penalties,
costs, liabilities, or losses (including, without limitation, any and all sums paid for settlement of
claims, reasonable attorneys' fees, consultants', and experts' fees) from the release of any
Hazardous Materials on the Property if caused directly by the Licensee or persons acting under
the direction of the Licensee.
B. Radon Gas.
Radon is a naturally occurring radioactive gas that, when it has accumulated in a building
in sufficient quantities, may present health risks to persons who are exposed to it over time.
Levels of radon that exceed federal and state guidelines have been found in buildings in Florida.
Additional information regarding radon and radon testing may be obtained from Miami -Dade
County's public health unit. The Licensee may have an appropriately licensed person test the
Properties for radon at its discretion. if the radon level exceeds acceptable, applicable standards,
the Trust shall reduce the radon level to an acceptable level and if the Trust fails to do so, the
Licensee may terminate this Agreement.
30. Licenses, Authorizations, and Permits.
The Licensee shall obtain, or cause to be obtained, and maintain in full force and effect
throughout the term of this Agreement, at its sole expense, all licenses, approvals, consents,
authorizations and permits, including, without limitation, a City occupational license, which may
be necessary for the Licensee to conduct its commercial activities.
The Licensee shall be responsible for paying the cost of said applications and obtaining
said licenses, authorizations and permits.
31. Compliance with all Applicable Laws.
The Licensee accepts this Agreement and hereby acknowledges that the Licensee's
compliance with all applicable Laws is a condition of this Agreement, and the Licensee shall
27
License Agreement issued by the
Bayfront Park Management Trust to Crown Castle NG East LLC
comply therewith as the same presently exist and as they may be amended hereafter. This
Agreement shall be construed and enforced according to the laws of the State of Florida.
32. Ownership of Improvements.
As of the Effective Date and throughout the term, all buildings, structures, facilities and
improvements constructed or caused to be constructed on the Properties by and at the
Licensee's expense are vested in the Licensee. Furthermore, title to all alterations made on the
Properties, at the expense of the Licensee, shall, unless otherwise provided by written
agreement, immediately upon expiration or earlier termination of this Agreement become the
property of the Trust. Upon the earlier termination or expiration of this Agreement, the Licensee
shall remove its Equipment and Network or Networks and thereafter surrender the Properties to
the Trust.
33. Surrender of Property.
In either event of cancellation pursuant to Section 24 or within ninety (90) days following
expiration or earlier termination of this Agreement, the Licensee shall peacefully surrender the
Properties within a reasonable period of time. Upon surrender, the Licensee shall promptly
remove all its personal property, Equipment, and Network or Networks, if any, and the Licensee
shall repair any damage to the Properties caused thereby. Should the Licensee fail to repair any
damage caused to the Properties within ten (10) days after receipt of written notice from the
Trust directing the required repairs, the Trust shall cause the Properties to be repaired at the sole
cost and expense of the Licensee. The Licensee shall pay Trust the reasonable incurred cost of
such repairs within ten (10) days of receipt of a written invoice indicating the reasonable cost of
such required repairs together with supporting documentation evidencing such cost.
In the event the Licensee fails to remove its personal property, Equipment, and Network
or Networks from the Properties within ninety (90) days following expiration or earlier
termination of this Agreement, said property shall be deemed abandoned and thereupon shall
become the sole personal property of the Trust. The Trust, at its sole discretion and without
28
License Agreement issued by the
Bayfront Park Management Trust to Crown Castle NG East LLC
liability, may remove and/or dispose of same as the Trust sees fit, all at the Trust's sole cost and
expense.
34. Severability.
It is the express intent of the Parties that this Agreement constitutes a license and not a
lease. To further this intent, the Parties agree as follows: (i) if any provision of this Agreement,
or the application thereof to any circumstance, suggest that a lease, rather than a license, has
been created, then such provision shall be interpreted in the light most favorable to the creation
of a license; and (ii) if any provision of this Agreement, or the application thereof to any
circumstance, is determined by a court of competent jurisdiction to have created a lease rather
than a license, then such provision shall be stricken and, to the fullest extent possible, the
remaining provisions of this Agreement shall not be affected thereby and shall continue to
operate and remain in full force and effect.
With regard to those provisions which do not affect the Parties' intent for this Agreement,
should any provision, section, paragraph, sentence, word or phrase contained in this Agreement
be determined by a court of competent jurisdiction to be invalid, illegal or otherwise
unenforceable under the laws of the State of Florida or the City, such provision, section,
paragraph, sentence, word or phrase shall be deemed modified to the extent necessary in order
to conform with such laws, or if not modifiable, then same shall be deemed severable, and in
either event, the remaining terms and provisions of this Agreement shall remain unmodified and
in full force and effect or limitation of its use.
35. Invalidity.
In the event that any non -material provision of this Agreement shall be held to be invalid
for any reason, such invalidity shall not affect the remaining portions of this Agreement and the
same shall remain in full force and effect.
29
License Agreement issued by the
8ayfront Park Management Trust to Crown Castle NG East LLC
36. Assignment.
Providing the Licensee is not in default under this Agreement, the Licensee has the right
to sublicense use of the Equipment and Network or Networks to wireless carriers. Further,
providing the Licensee is not in default under this Agreement, the Licensee has the right, at its
sole discretion, to assign its interest in this Agreement to its parent or any of its subsidiary or
affiliate companies. For purposes of this Agreement, an affiliate is an entity that directly or
indirectly, through one or more intermediaries, controls or is controlled by, or is under common
control with, the entity specified. Assignment of this Agreement by the Licensee shall be effective
upon the Licensee sending written notice to the Trust and shall relieve the Licensee from any
further liability or obligation. Except as otherwise provided in this Agreement, the Licensee's
activities are considered unique in nature and specialized, and any other promised assignment,
sale, transfer, disposition, pledge, or conveyance of any portion or all of this Agreement by the
Licensee will require the prior approval of the City. Consent to such approval shall not be
unreasonably withheld, conditioned or delayed, but may be reasonably conditioned, postponed
and ultimately denied for any reason including, but not limited to, a request for additional
consideration, request for financial information, a determination of the responsibility and/or
solvency and/or evaluation of the proposed assignee.
37. Public Records.
The Licensee will comply with the provisions of Chapter 119, Florida Statutes, ("Public
Records Act") as amended, including, without limitation, §119.0701, Florida Statutes, as
applicable. §119.0701 Florida Statutes is deemed as being incorporated by reference as though
set forth in full herein.
38. Conflict of Interest.
The Licensee is aware of the conflict of interest laws of the City (City Code Chapter 2,
Article V), Dade County, Florida (Dade County Code, Section 2-11.1, et. seq.) and of the State of
Florida as set forth in the Florida Statutes, as amended, and agrees that it will fully comply in all
30
License Agreement issued by the
Bayfront Park Management Trust to Crown Castle NG East LLC
respects with the terms of said Laws and any future amendments thereto as applicable. The
Licensee covenants that no person or entity under its employ, presently exercising any functions
or responsibilities in connection with this Agreement, has any personal financial interests, direct
or indirect, with the Trust. The Licensee further covenants that, in the performance of this
Agreement, no person or entity having such conflicting interest shall be utilized in respect to
activities provided hereunder. Any such conflict of interest(s) on the part of the Licensee, its
employees or associated persons, or entities must be disclosed in writing to the Trust.
39. Americans with Disability Act.
The Licensee shall affirmatively comply with all applicable provisions of the Americans
with Disabilities Act ("ADA") in the course of providing any work, labor or services funded by the
Trust including Titles I and II of the ADA (regarding nondiscrimination because of disability) and
all applicable regulations, guidelines, and standards. Additionally, the Licensee shall take
reasonable steps to ensure nondiscrimination in the hiring of disabled persons.
40. Nondiscrimination.
In the performance of this Agreement or any extension thereof, the Licensee shall not
discriminate in connection with its occupancy and use of the Properties and improvements
thereon, or against any employee or applicant for employment because of race, ancestry,
national origin, color, sex, religion, age, handicap, familial status, marital status, or sexual
orientation. The Licensee will insure that its employees are fairly treated during employment
without regard to their race, national origin, ancestry, color, sex, religion, age, handicap, familial
status, marital status, or sexual orientation. Such action shall include, but not be limited to, the
following: employment, upgrading, demotion or transfer, recruitment or recruitment
advertising, layoff or termination, rates of pay or other forms of compensation.
31
License Agreement issued by the
Bayfront Park Management Trust to Crown Castle NG East LLC
41. Community Small Business Enterprise ("CSBE")
The Licensee shall have in place a Community Small Business Enterprise ("CSBE") Policy
and shall institute a plan for its achievement which will require equal opportunity in hiring and
promoting for certified Community Small Business Enterprise Firms, certified by Miami -Dade
County, the disabled and veterans in accordance with applicable law. Such plan will include a set
of positive measures which will be taken to insure nondiscrimination in the work place as it
relates to hiring, firing, training and promotion. In lieu of such a policy/plan, the Licensee shall
submit a Statement of Assurance indicating that it will use commercially reasonable efforts to
comply with all relevant Community Small Business laws and regulations.
42. Amendments and Modifications.
No amendments or modifications to this Agreement shall be binding on either Party
unless in writing, approved as to form and correctness by the City and signed by both Parties.
The Director is authorized to amend or modify this Agreement as needed subject to the
formalities and requirements of contracts being followed.
43. Attorney's Fees.
In the event it becomes necessary for either Party to institute legal proceedings to enforce
the provisions of this Agreement, each Party shall bear its own attorneys' fees through all trial
and appellate levels.
44. Litigation; Venue.
Any dispute or civil action herein shall be resolved in the courts of Miami -Dade County,
Florida, If both Parties agree, the Parties may attempt to mediate any dispute without or prior
to litigation. If the Parties choose to mediate any such dispute, the standards and procedures set
forth in Chapter 44, Florida Statutes, entitled "Mediation Alternatives to Judicial Action", as
amended, will apply. Any agreed to mediation shall occur in Miami -Dade County. However, this
32
License Agreement issued by the
Bayfront Park Management Trust to Crown Castle NG East LLC
is not intended to establish mediation as a condition precedent before pursuing a civil action
including, without limitation, breach of contract, performance, equitable or injunctive relief.
45. Waiver of Jury Trial.
The Parties hereby knowingly, voluntarily, and intentionally waive any right either may
have to a trial by jury in respect of any action, proceeding or counterclaim based on this
Agreement, or arising out of, under or in connection with this Agreement or any amendment or
modification of this Agreement, or any other agreement executed by and between the Parties in
connection with this Agreement, or any course of conduct, course of dealing, statements
(whether verbal or written) or actions of any Party hereto. This waiver of jury trial provision is a
material inducement for the Trust and the Licensee entering into this Agreement.
46. Waiver.
Any waiver by either Party of any breach by either Party of any one or more of the
covenants, conditions or provisions of this Agreement shall not be construed to be a waiver of
any subsequent or other breach of the same or any covenant, condition or provision of this
Agreement, nor shall any failure on the part of either Party to require or exact full and complete
compliance by the other Party with any of the covenants, conditions or provisions of this
Agreement be construed as in any manner changing the terms hereof to prevent either Party
from enforcing in full the provisions hereto, nor shall the terms of this Agreement be changed or
altered in any manner whatsoever other than by written agreement of the Parties.
47. Time of Essence; Consent Criteria.
It is expressly agreed by the Parties hereto that time is of the essence with respect to this
Agreement. If the final day of any period falls on a weekend or legal holiday in the State of
Florida, then the final day of said period or the date of performance shall be extended to the next
business day thereafter. Further, in any case where the approval or consent of one Party hereto
33
License Agreement issued by the
Bayfront Park Management Trust to Crown Castle NG East LLC
is required, requested or otherwise to be given under this Agreement, such Party shall not
unreasonably delay, condition or withhold its approval or consent.
48. No Interpretation Against Drafters.
The Parties agree that no provision of this Agreement shall be construed against any
Party, and each Party shall be deemed to have drafted this Agreement. This Agreement shall not
be construed as a binding document until signed by the Parties.
49. Further Acts.
In addition to the acts and deeds recited herein and contemplated to be performed,
executed, and/or delivered by the Parties, the Parties each agree to perform, execute, and/or
deliver or cause to be performed, executed and/or delivered all such further acts, deeds and
assurances as may be necessary to consummate the transactions contemplated hereby.
50. Third Party Beneficiary.
This Agreement is solely for the benefit of the Parties hereto, and no third party shall be
entitled to claim or enforce any rights hereunder. There are no express or implied third -party
beneficiaries to this Agreement.
51. No Partnership.
Nothing contained herein shall make, or be construed to make, any Party a principal,
agent, partner, or joint venture of the other.
52. Headings.
Title and paragraph headings are for convenient reference and are not a part of this
Agreement.
34
License Agreement issued by the
Sayfront Park Management Trust to Crown Castle NG East LLC
53. Authority.
Each of the Parties hereto acknowledges it is duly authorized to enter into this Agreement
and that the signatories below are duly authorized to execute this Agreement in their respective
behalf.
54, Entire Agreement; Amendment of Agreement.
This Agreement and its attachments constitute the sole and only agreement of the Parties
hereto and correctly sets forth the rights, duties, and obligations of each to the other as of its
Effective Date. Any prior agreements, including the Telecommunications Site Manager Service
Agreement entered into by and between the City and Crown Castle USA Inc., an affiliate of the
Licensee, dated August 30, 2013, promises, negotiations or representations not expressly set
forth in this Agreement are of no force or effect. This Agreement may not be amended except
in writing and signed by the Parties.
55. Contacting Licensee.
The Trust may contact the Licensee's network operations center at (888) 632-0931 in case
of an emergency arising from or in any way affecting the Licensee's Equipment, Network or
Networks on the Properties.
56. Covenant of Quiet Enjoyment.
The Trust and the City covenants that, if the Licensee performs the Licensee's obligations
under this Agreement, (a) the Licensee will and may, subject to this Agreement's terms and
conditions, quietly and peaceably possess and enjoy the Network or Networks (including the hub
site), and (b) the wireless carriers will and may, subject to this Agreement's terms and conditions,
quietly and peaceably possess and enjoy the Network or Networks, in each case throughout the
term without any interruption or disturbance from the Trust and the City or any person lawfully
claiming by, through or under the Trust and the City consistent with this Agreement's terms and
conditions.
35
License Agreement issued by the
Bayfront Park Management Trust to Crown Castle NG East LLC
57. Counterparts.
This Agreement may be executed in multiple counterparts, each of which shall be fully
executed as an original and all of which together shall constitute one and the same instrument.
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
36
License Agreement issued by the
8ayfront Park Management Trust to Crown Castle NG East LLC
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement of the day and year
first above written.
ATTEST: BAYFRONT PARK MANAGEMENT TRUST:
By: By:
Valeria Sanchez Jose Gell
Administrative Assistant Interim Executive Director
APPROVED AS TO INSURANCE APPROVED AS TO LEGAL FORM AND
REQUIREMENTS: CORRECTNESS:
By: By:
Ann -Marie Sharpe, Director
Department of Risk Management
Victoria Mendez
City Attorney
ATTEST: LICENSEE:
WITNESSES: CROWN CASTLE NG EAST LLC
By: By:
By:
Signature Signature
Print Name Print Name
Signature
Print Name
Title Authorized Officer'
Date
Must be President unless a Corporate Resolution is presented authorizing a different corporate officer to sign this
Agreement.
37
License Agreement issued by the
Bayfront Park Management Trust to Crown Castle NG East LLC
EXHIBIT Al
PROPERTY ADDRESSES, FOLIO NUMBERS AND LEGAL DESCRIPTIONS OF PROPERTIES
Property Address:
Bayfront Park
401 N. Biscayne Boulevard
Miami, FL 33132-0000
Folio Number: 01-0100-000-0520
Legal Description of Property: (see attached)
Property Address: Museum Park
1075 Biscayne Boulevard
Miami FL 33132
Folio Number: [01-4137-073-0010]
Legal Description of Property: [see attached]
License Agreement issued by the
Bayfront Park Management Trust to Crown Castle NG East LLC
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42
License Agreement issued by the
Bayfront Park Management Trust to Crown Castle NG East LLC
Bayfront Park
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43
License Agreement issued by the
Bayfront Park Management Trust to Crown Castle NG East LLC
MUSEUM PARK
Museum Park
Google Earth
44
License Agreement issued by the
Bayfront Park Management Trust to Crown Castle NG East LLC
EXHIBIT B
INSURANCE REQUIREMENTS
I. Commercial General Liability (Primary & Non -Contributory)
Limits of Liability
Bodily Injury and Property Damage Liability
Each Occurrence $1,000,000
General Aggregate Limit $ 2,000,000
Products/Completed Operations $ 1,000,000
Personal and Advertising Injury $1,000,000
Fire Damage to Rented Premises $300,000
Endorsements Required
City of Miami and the Trust listed as additional insureds
Contingent and Contractual Liability
Premises and Operations Liability
Explosion, Collapse and Underground Hazards
IL Business Automobile Liability
Limits of Liability
Bodily Injury and Property Damage Liability
Combined Single Limit
Any Auto/Owned Autos/Scheduled
Including Hired, Borrowed or Non -Owned Autos
Any One Accident $ 1,000,000
Endorsements Required
City of Miami and the Trust listed as Additional Insureds
III. Worker's Compensation
Limits of Liability
License Agreement issued by the
Bayfront Park Management Trust to Crown Castle NG East LLC
Statutory -State of Florida
Waiver of Subrogation
1V. Employer's Liability
Limits of Liability
$1,000,000 for bodily injury caused by an accident, each accident.
$1,000,000 for bodily injury caused by disease, each employee
$1,000,000 for bodily injury caused by disease, policy limit
V. Property Coverage
Licensee shall maintain "All Risk" special form coverage for Business Personal Property
coverage insuring against all risk of direct physical loss or damage, including coverage for theft,
windstorm, hail, and flood, as applicable and insuring one hundred percent (100%) replacement
of Licensee's improvements, including all its equipment, fixtures, furniture, and all other personal
property in and about the property. The policy or insurance certificate should further include
coverage for business interruption and extra expense, preferably written on an actual loss
sustained basis, or acceptable form. The property certificate must show full one hundred percent
(100%) replacement cost basis valuation. The City of Miami shall appear as loss payee as their
interests may appear.
VI. Umbrella Liability
A. Limits of Liability
Each Occurrence
Police Aggregate
$1,000,000
$1,000,000
Excess Follow Form over or be at least as broad as all applicable liability policies contained
herein.
City of Miami and the Trust listed as additional insureds
VII. Pollution Liability (If applicable)
Each Occurrence $1,000,000
Policy Aggregate $1,000,000
City of Miami and the Trust listed as an additional insureds
The above policies shall provide the City and the Trust with written notice of cancellation
from the insurer not less than (30) days prior to any such cancellation or in accordance with policy
provisions. The City reserves the right to reasonably amend the insurance requirements by the
46
License Agreement issued by the
Bayfront Park Management Trust to Crown Castle NG East LLC
issuance of a notice in writing to Licensee. The Licensee shall provide any other insurance or
security reasonably required by the City.
Companies authorized to do business in the State of Florida, with the following
qualifications, shall issue all insurance policies required above:
The company must be rated no less than "A-" as to management, and no less than
"Class V" as to Financial Strength, by the latest edition of Best's Insurance Guide, published by
A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies and /or certificates of
insurance are subject to review and verification by Risk Management prior to insurance
approval.
47
License Agreement issued by the
Bayfront Park Management Trust to Crown Castle NG East LLC