Loading...
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 ii 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 1 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 2 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 3 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, 4 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 5 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 6 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 7 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 8 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 9 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 10 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. 11 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 12 License Agreement issued by the Bayfront Park Evtanagement Trust to Crown Castle NG East LLC 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 13 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. 14 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. 15 License Agreement issued by the Bayfront Park Management Trust to Crown Castle NG East LLC 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 16 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 17 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. 18 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 19 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. 20 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 21 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. 22 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 23 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 24 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 25 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 26 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 1 is at RAYN 1 RR}L LYME 0T f BOUNDARY SURVEY EEAYFRe F PARK - NORTH BISCAYNE BOULEVARD CITY OF MIAML FLORIDA. BISCAYNE BAY ti;,, TRACT 'A i `, AMA'� \++ ww Si...y Ate' I [ mlEttitF TRACT 'A" GRAPHIC SCALE Main' AB8RFV AT O S " !Ili 1 tekEE 3 �i fir .V.. � ».. r.,,,. 'I �`. ),! Imam 1., ."�`" �.... [d ip aSCAntri-EWR) 'II . f jp5 .. ,5,r i.-.!' • z _ �� wr - 'r s S• _ * r n ,...0 �M -.w. ew,r.r ` I N. • IMMO a i ttN'®°r�Er 3 �rr. _,- a I° I I J Imo r n CI 1 WA.• It ." ,`-Pr-' !'� !"�r,l.S:7. r I I i-i I cp ... E Ia Y1 d , . " [ t. ram" 1 I i 02 I t 1-- - li I I a"" _ --' -I .r.u�. • i' I it ' 'r'n 1 y-*-r 1.ea ! 1 .i.s.L +w _1 _ 1.J` _.1 4_ _,-1-___ I I 1 • - ,•.- r lu, i 1..:1.:.' rpy,1 1 1 f• -I — i-.• , - - a 1 I �. - , s'- .-� I "'""" 1 I i �1 a M t ;IWi.. h3Yl ! +r_ 4 L.1 m 1 _ I' 1 ! I l ---.1 , I ! I I I . - -"IN . _, Ile: t,..,._ 1— iiii' I 1 _.x t I _ _ I I: E 1 I =�_i L J 1- J ---�-- M 11Y� `+ 4- r.�� lila1 .. i draw _- _ -1- — i I 1 I 4...1.wlws...i I ' - -- _, ....-,_.L______ SFe _ �...�Ydi. _N, . _ r. r—— r ---I r —t— it r— 1 _ — I ::..—r.—.-7 L L t - . �. _ I I ; L_ _ - - i� - -- --1 r �I I 1 I I 11 I I. I I I, I 1 1 1 i I' aw Merie LZULL DESCRIPTION! yu. a L4 `•. ,&'es .4r .J .I ; I" a .M._r .I 777071 aes eu a ♦. - tSl. Ll 4.•+ 71 ,,4i . 14 5itaa . 4..ia1• ;: ". .111... a ..Lr k•�,W y lr. Jwi wv w a 4J a . ✓ i.fYt..r • J 2.wip 7 1. 1.1 ..a• a .. r•. �u rwln4. WOLK 111.4 •UNDARY SURVEY OF BAYFR0 T PARK NORTH BISCAYNE OULEVf X cny OF MIAMI. FLORIDA. f....x •" '/,' Lew ... u . t J at.r,.ee erp Ja twr•ei•u. Ir•s ILk ,1. .1 4.61.1}e..rr .+ i....a Nor Ir. u .. mV ..w•/ •.at • .•...n..:4 . ao... i p1 er 4.11.L Of. 14W r.... w.we L..I r. .....:..✓gin Ae�w�..wi u,', Aar Art IM V.ae w•In YpeJa ss Aura.. 4411w r.NL4. W.Yip IMFI .11G1L1411 0.141. PAM. wrausa[wl �iY I li toe L I:n • ".vu M,....rw «nip•• GA1 M,. A"w.• a L..�. • 1.44:p1IA,E. .. r ,u.EYW ..4 a. .w 14 114,01141. . e.. a wren• y".I$.44 a ra• Lw .+., ,777.11.77777 - i\uo kL[ t+. 494 p. '.• 71' 77777 w .. r77..7..1 f.. s. YI rs . r.c.• 14 • 77.4 ..A. .'1. b 1,4 e. M•5aar�r W PvAYORS NOWOf1 .• 1 A Lyn . 4cac r,K1 1Y+.Mn.+.p .L +9 ... uqr. um. .1 ' CY_ UAP 0.1 n k• ah. He•r•.1 . • .a7w� 141 npw I...J�.L... SapM •.v+ei Sm.. .I:+w ▪ se W aL ... rYml/1i» ...,.... Arr., paw.. tI* .r .11.1.10111.1.1 MYNI OURIATO1,41411TRIDS7L ..r...r. ie,a •.,. •A..+.•f s.+i �+ u Fury w no, Nas• W I.yeNw r ui 1.reww v.. 1..Wr1161...1..Lia ramp. bra. wa . w.rLi A. BI IIII • StlrYl.brr 1.0. Amp Y.rNl4 PADA J....a.•+N.Jr ay.+rms. DIY wru. ww u"..ar we.l J o. .w1~.^•`��. 11 U+1 L. AL ILA EV A•'. rr, E ❑ 1,Y1041 N.M CAW MAY 1, [ALYLILUC nil la LI +C 02. CROWN y GASTLE �. M:w;nr;.•AC wu<ti a PRBOIRART Mar FOR coNsnanoi LaalL � .K w,r+65 YE TOC JTb'9YAW ,10t IIgUEPYENT PLAN 'sat wren CD2 >I HVd .LNOUJAVS LOCATION OF LICENSEE'S EQUIPMENT ON PROPERTY ZV 1IEIIHX3 Photo Simulation (Overhead View) Proposed D 1S (Distributed Antenna System) Hub Building, 23' x 34'. Separate crnicrcte pad to contain F[VAC condensors and diesel generaor. Proposed DAS r I )isi rihutrd AntennaSyytem) Irub Building, 25' x 30' Createl by- �Nlf u f1n1 Var.. MAch_i, dai' 42 License Agreement issued by the Bayfront Park Management Trust to Crown Castle NG East LLC Bayfront Park -a��aya>s bA -, a Google Earth 1r3,-eue, Davi. 1413.2da fat u.nsfaw la, .ao.ia+vn It aye et 2-55511 0 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