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m z 1. License. to and upon the terms and conditions set forth in this Agreement, Licensor hereby
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grants to Licensee an exclusive license solely for the Use (as defined herein) of certain space on the roof
of, and in the "DAS Room" located on the roof level of, the building ("Building") located at 450 NW 1"
Avenue, Miami, Florida (Folio No. 01-4137-072-0080) and more particularly described on Exhibit "A"
attached hereto and made a part hereof (the "Property"), and such space in the "DAS Room" and on the
roof of the Building is more particularly described on Exhibit "B" attached hereto and made a part hereof
(the "Licensed Area"). "Use" shall be defined as the installation, operation and maintenance, at Licensee's
sole cost and expense, on the Licensed Area in the location(s) described on Exhibit "B" of the Licensee
Equipment (as defined herein) for the purposes of providing (i) communication services used in the
operation of Licensee's internal business activities where Licensee holds a Federal Communications
Commission ("FCC") license for said use, (ii) common carriage where Licensee holds an FCC
license as a Radio Common Carrier, (iii) communications services for others where Licensee holds an
FCC license as the system operator, or (iv) transceivers for use by others where others hold an FCC
license for the operation of said transceivers. "Licensee Equipment" shall be defined as any radio
communications equipment, including base stations, antenna(s), poles, dishes or masts, cabling or
wiring and accessories used therewith and approved by Licensor for installation, operation and
maintenance on the Licensed Area in the location(s) described on Exhibit "B". An initial list of the
Licensee Equipment is attached hereto as Exhibit "C". Licensee, subject to Licensor's prior written
approval and subject to the terms of Section 7 hereof, may periodically add or remove radio
telecommunications equipment to and from the Licensed Area, promptly following which Licensee shall
provide to Licensor an updated list of the Licensee Equipment. It is acknowledged and agreed that any
new Licensee Equipment shall comply with all terms of this Agreement.
WILLKIE DRAFT 5/26/2022
LICENSE AGREEMENT
9:
THIS LICENSE �A E MENT (the "Agreement") is made this day of
, 2022,Eby anti between DT Residential South LLC a Delaware limited liability
company ('Licensor"), and POOR OR MIAMI, a municipality created pursuant to the laws of the State of
Florida, having its principal office and place of business at 3500 Pan American Drive, Miami, Florida 33133
(hereinafter called the "Licensee" or "City").
2. Use. The Licensed Area may be used by Licensee only for the Use and no other uses shall be
permitted without Licensor's prior written consent, which consent may be granted or withheld in
Licensor's sole but reasonable discretion. Licensee shall bear sole responsibility for obtaining, at
Licensee's expense, all licenses and permits required for Licensee's use of the Licensed Area (the
"Governmental Approval").
3. Initial Term. The term of this Agreement shall be ten (10) years commencing on the date that
physical possession of the Licensed Area is given to the Licensee as evidenced by a letter signed by the
Licensee (the "Commencement Date"), and terminating on the day which is one (1) day prior to the tenth
(loth) anniversary of the Commencement Date ("Initial Term").
4. Renewal Terms. After the Initial Term, this Agreement shall automatically be renewed for
successive one (1) year periods (each, a "Renewal Term") unless either party notifies the other of its
intention not to renew the Agreement at least thirty (30) days prior to the expiration of the Initial Term or
the Renewal Term which is then in effect. The Initial Term and the Renewal Term(s) are hereinafter
collectively referred to as the "Term".
5. Condition of Licensed Area. LICENSEE ACKNOWLEDGES AND AGREES THAT
LICENSOR HAS NOT UNDERTAKEN TO PERFORM ANY MODIFICATIONS, ALTERATIONS OR
IMPROVEMENTS TO THE LICENSED AREA, ACKNOWLEDGES AND ACCEPTS THE
LICENSED AREA IN ITS "AS IS" CONDITION, AND AS SUITABLE FOR THE PURPOSE FOR
WHICH IT IS LICENSED, AND LICENSOR HAS NOT MADE ANY REPRESENTATION OR
WARRANTY
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CONCERNING THE PROPERTY, BUILDING OR THE LICENSED AREA, OR THE SUITABILITY
OF ANY OF THE FOREGOING FOR THE USE.
6. Interference. Licensee acknowledges that the Building is leased to one or more tenants for various
uses, some of which tenants have the right to install satellite dishes, antennas and other communications
equipment within and on the roof of the Building in connection with the operation of such tenants'
businesses within the Building. Additionally, Licensee acknowledges the Licensor or its affiliates own a
building located adjacent to the Building at 100 NW 6' Street, Miami, Florida (collectively, the "Existing
Building"), which Existing Building is or shall be leased to one or more tenants for various uses, some of
which tenants shall have the right to install satellite dishes, antennas and other communications equipment
within and on the roof of the Existing Building in connection with the operation of such tenants' businesses
within the Existing Building. Licensee agrees that the operation of the Building and the Existing Building
will not interfere with Licensee's use of the Licensed Area and hereby waives any claims of interference
relating thereto. Licensee further covenants that its use will not intentionally interfere with wireless
communications operations in or on the Building or the Existing Building. If in the sole judgement of
Licensor, any electrical, electromagnetic, radio frequency or other interference shall result from the
operation of any of the Licensee Equipment, Licensor shall notify Licensee and Licensee shall, within ten
(10) days from receipt of such notice, exercise due diligence to analyze the cause of the interference and
make such modifications as are necessary to eliminate the inference. If Licensee fails to cure such
interference to the satisfaction of Licensor within such ten (10) day period, then Licensee shall notify
Licensor of its failure to cure the interference problem and identify to Licensor in reasonable detail the
additional corrective measures it proposes to undertake in an effort to resolve the interference. Licensee
shall use due diligence to implement the proposed corrective measures and shall keep Licensor informed
regarding the status of the corrective work. If such interference has not been corrected within ninety (90)
days, Licensor may, at its sole discretion either terminate this Agreement upon written notice to Licensee
or may require that Licensee immediately remove from the Licensed Area the specific item of Licensee
Equipment causing such interference.
7. Rooftop Improvements; Equipment; Maintenance; Utilities and Access.
(a) Subject to the terms and conditions hereof, Licensee shall have the right at Licensee's sole
cost and expense, to erect and maintain on the Licensed Area the Licensee Equipment. The Licensee
Equipment shall remain the exclusive property of the Licensee throughout the Term and upon termination
of this Agreement, subject to the terms and conditions of this Agreement. All or any portion of the Licensee
Equipment, may be removed by the Licensee from the Licensed Area at any time during the Term, subject
to Licensee repairing any damage to the Building caused thereby and any alterations or modifications to be
made in connection with such removal shall be "Alterations" requiring Licensor's prior written consent in
accordance with this Section 7. Licensee shall remove, at or prior to the expiration or earlier termination of
the Term, all License Equipment or other Alterations made by Licensee during the Term and restore the
Licensed Area to the condition existing prior to the installation of the same. The Licensor and Licensee
agree that any portion of the Licensee Equipment that remains on the Licensed Area after sixty (60) days
following the expiration or earlier termination of this Agreement shall be deemed abandoned by the
Licensee and shall be thereafter owned by the Licensor without further consent of the Licensee; provided,
however, in the event such Licensee Equipment is deemed abandoned and/or Licensee fails to restore the
Licensed Area to the condition existing prior to the installation of the same, Licensor may elect to remove
the Licensee Equipment and/or restore the Licensed Area, in which event Licensee shall remain liable to
Licensor for the reasonable cost of such removal and/or restoration.
(b) Prior to the initial installation and subsequent relocation, addition or modification of the
Licensee Equipment, or the performance of any construction or other invasive activities in the Licensed Area
(an "Alteration"), Licensee shall: (i) obtain the Licensor's prior written consent, which consent shall not be
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unreasonably withheld conditioned or delayed (except that consent shall be in the Licensor's sole but
reasonable discretion as to the installation method, construction and materials attached to the Building and
visual appearance of the Alteration or screening thereof), and Licensor shall give written notice to Licensee
of its approval or disapproval with detailed reasons for the disapproval within a reasonable period after
receipt thereof); and (ii) submit to Licensor detailed engineering plans and specifications of the planned
Alteration prepared by a professional architect or engineer licensed to practice in the State of Florida which
shall conform to Licensor's design and engineering criteria and any technical standards established by
Licensor relating to frequency compatibility, radio interference protection, antenna type and location and
physical installation, and which shall be in form, content and detail sufficient (x) to secure all required
governmental permits and approvals, (y) for a contractor to perform all work shown thereon and covered
thereby and (z) sufficient to detetinine (i) whether such Alteration complies with all applicable laws, (ii)
whether such Alteration is to be performed using materials at least equal to Building standard and (iii) the
effect such Alteration shall have on the structural components of the Building, including the Building
systems, and the operation and maintenance of the Building ("Licensee's Plans"), for Licensor's approval,
which approval shall not be unreasonably withheld, conditioned of or delayed and Licensor shall give
written notice to Licensee of its approval or disapproval with detailed reasons for the disapproval within a
reasonable period of time after receipt thereof. Notwithstanding anything in this Agreement to the contrary,
Licensor shall have the right to withhold its consent to any Alteration or Licensee' s Plans if such
contemplated Alteration (or the manner in which it is installed or conducted) (i) may void or limit Licensor's
roof warranty or guaranty for the Building, or (ii) Licensor determines (in its sole discretion) that such
Alteration would (x) adversely affect or alter the Building, the exterior of the Building, the roof of the
Building, the structural elements of the Building or Building systems, the capacity, operation, maintenance
or integrity of the Building or its components, the quiet use or enjoyment of existing users of the Building,
(y) affect the certificate of occupancy or certificate of use for the Building or necessitate the performance
of any work by Licensor or (z) require any structural alteration to any portion of the Building or its
components. Notwithstanding anything in this Agreement to the contrary, Licensor shall have the right to
be present during the performance of all work by or on behalf of the Licensee. Licensee acknowledges and
agrees that Licensee's Plans may also be subject to the approval of the parties having rights pursuant to
covenants, conditions, restrictions or other documents of record affecting the Property (collectively, the
"Recorded Documents"), and Licensee further agrees that any approval by Licensor hereunder shall be
conditioned upon such further approval under the Recorded Documents. As necessary, Licensor, at no
expense to Licensor, shall submit the Licensee' s Plans for approval under the Recorded Documents and
shall use its commercially reasonable efforts to obtain such approval. Licensee shall be responsible for
Licensor's reasonable out-of-pocket costs incurred by Licensor in connection with the review of Licensee's
Plans or efforts to obtain consent under any Recorded Documents.
(c) All Alterations shall be accomplished in a good and workmanlike manner at
Licensee's sole expense, using materials consistent with Building standard, in conformity with
applicable laws, rules and regulations, by a licensed contractor approved by Licensor. Licensor agrees
to cooperate with Licensee in order to enable any Alterations to be performed in a timely manner, and
shall use commercially reasonable efforts to minimize any interference with the operation of the
Building and the quiet use or enjoyment of existing users of the Building. Licensor shall have the right
of prior approval of any contractors engaged by Licensee to perform any work on behalf of Licensee
on the Licensed Area; provided, however, that neither approval by Licensor nor engagement of any
contractor shall relieve, release or affect in any manner any of Licensee's obligations hereunder, and
Licensee shall at all times be and remain fully liable for any work performed by or through Licensee.
All contractors shall, for the duration of the entire period in which such Alterations shall be performed,
carry workers' compensation insurance and commercial general liability insurance in amounts and
with companies reasonably acceptable to Licensor (with Licensor, any property manager or lender of
Licensor, and such other persons as Licensor shall reasonably designate as additional insureds) and
shall deliver a certificate of insurance evidencing such coverages to Licensor prior to commencing
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c (7, work in the Licensed Area. Licensee shall deliver true and complete copies of all permits,
o authorizations, licenses and permits required to be obtained by applicable laws, rules and regulations
prior to commencing work in the Licensed Area. Upon completion of any such Alteration, Licensee
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z ={ will have no authority or power, express or implied, to create or cause any construction lien or
D ▪ c mechanics' or materialmen's lien or claim of any kind against the Licensed Area or the Property.
zLicensee will promptly cause any such liens or claims to be released by payment, bonding or otherwise
2 within thirty (30) days after request by Licensor. The foregoing obligation shall survive the expiration
^' p or earlier termination of this Agreement. .
(d) For the avoidance of doubt, the installation and subsequent relocation, addition or
modification of any antenna or any run lines, cables, conduits, mounting equipment or other equipment
related thereto shall be an "Alteration" hereunder and shall be subject to all terms and conditions governing
Alterations as set forth herein. The number, location, size, weight, height and all other features and
specifications of the antenna shall be subject to Licensee's prior written approval in accordance with the
terms and conditions of Section 7(a) hereof and Licensor agrees to reasonably consult with Licensee as to
the foregoing in connection with Licensee's preparation of such specifications. Licensee shall paint or
otherwise obtain and maintain any Licensee Equipment located on the roof of the Building in white or such
other color as Landlord shall determine and shall install such lightning rods, air terminals or screening on
or about the Licensee Equipment as Landlord may reasonably require. Upon at least thirty (30) days' prior
written notice to Licensee, Landlord shall have the right to require Licensee to relocate any antenna to
another location of similar size, provided that such relocation would not materially adversely affect the
operation of the antenna. Any such relocation shall be performed by Licensee at Licensor's expense, and
in accordance with all of the requirements of this Section 7.
(e) Licensee shall manage all engineering services, including intermodulation studies and all
site engineering and construction necessary to install, operate and maintain the Licensee Equipment on the
Licensed Area. Licensee shall, at its sole expense, keep and maintain the Licensed Area and the Licensee
Equipment thereon, in good order, condition and repair, and in compliance with applicable laws, rules and
regulations. Licensee shall install, construct and maintain the Licensee Equipment on the Licensed Area at no
cost to Licensor. Licensee shall, at its expense, keep and maintain the Licensed Area and the Licensee
Equipment thereon in good, safe, and clean order during the Term of this Agreement. Licensee shall take, at
its own expense, all measures and precautions necessary to render the Licensed Area inaccessible to
unauthorized persons. Licensee shall conduct its business and control it agents, employees, and contractors in
such a manner as not to create any nuisance, or interfere with, any other tenant of the Building or Licensor in
its operation of the Building (including the Licensed Area) and shall keep the Licensed Area free of debris
and anything of a dangerous, noxious, toxic or offensive nature or which could create a fire hazard or undue
vibration, heat or noise.
(f) All installations and operations in connection with this Agreement shall comply with all
federal, state, and local laws, codes and regulations (including, without limitation, those promulgated by the
FCC and the Federal Aviation Administration) and with any reasonable rules and regulations of the Building
established by Licensor. Licensor assumes no responsibility for the licensing, operation or maintenance of the
Licensee Equipment. Licensee shall register the Licensee Equipment, if required, with appropriate
governmental authorities and keep the same current during the Term. In the event that any federal, state,
county, regulatory or other authority requires the removal or relocation of any Licensee Equipment,
Licensee shall remove or relocate such antenna at Licensee's sole cost and expense, and Licensor shall
under no circumstances be liable to License therefor.
(g) Licensee shall not damage the Building and shall immediately repair, at Licensee's sole
expense, any injury or damage to the Building resulting from Licensee's, and its employees', agents',
contractors', subcontractors' and invitees' actions, inactions, or exercise of its rights hereunder. Licensee shall
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O D c (h) Licensee shall be responsible for the expense of any utilities associated with the operation of
c --i any Licensee Equipment. Subject to Section 5 hereof, Licensor shall furnish to Licensee electrical facilities to
rn z z furnish 200amps by 120/208v in electric panel 3EMLR to power the Licensee Equipment (the "Required
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which shall be sub -metered, it being understood that Licensor shall not be required to perform any
modifications, alterations or improvements to the Licensed Area or to the Building or otherwise incur any costs
in order to ensure the delivery of the Required Voltage to Licensee. Licensee shall install and maintain the
submeter at Licensee's expense and shall be responsible for the costs of any electricity attributable to the
Licensed Area as measured by such submeter. Failure by Licensor to furnish such facilities shall not render
Licensor liable in any respect for damages to either person or property nor relieve Licensee from fulfillment of
any covenant or obligation hereunder. If any Licensee Equipment fails because of loss of electrical power,
Licensor shall give notice to Licensee and Licensor shall use reasonable diligence to restore electrical power
promptly, but Licensee shall have no claim for damages on account of any interruption in electrical service
occasioned thereby or resulting therefrom. Notwithstanding the foregoing, Licensor shall, at all tunes, have
the right to shut down the electrical service to the Licensed Area and Licensee Equipment in connection with
any maintenance program conducted for the Building or to perform repairs. In connection therewith, Licensor
shall give Licensee forty-eight (48) hours prior written notice, except in the emergency situations, in which
event notice may be within a shorter period and may given verbally.
not locate or operate, or cause to locate or operate, any cranes or other heavy machinery at the Building, without
Licensor's prior written approval. Licensor's approval of Licensee's Plans shall create no responsibility or
liability on the part of Licensor for their completeness, design sufficiency or compliance with rules and
regulations of governmental agencies or authorities.
(i) Licensee and its employees, agents, contractors, subcontractors and invitees shall have access
to the Licensed Area during Licensor's Building hours of operation. For all entry into the Building, Licensee
shall (i) notify the Licensor prior to arrival (at least 24 hours prior except in the event of emergency, in which
case Licensee will provide as much notice as possible); (ii) contact the property manager upon its arrival; (iii)
if Licensor so elects, be accompanied by an authorized representative of Licensor, and (iv) at all times comply
with all of Licensor's reasonable security procedures. Any entry onto or access to the Building after normal
business hours shall be permitted in Licensor's sole but reasonable discretion, provided that in the event of any
emergency, Licensor shall use reasonable efforts to permit access.
8. Termination. Except as otherwise provided herein, this Agreement may be terminated without
any penalty upon written notice as follows:
(a) By Licensor (x) upon a default of any covenant or term hereof by Licensee, which default
is not cured within thirty (30) days of receipt of written notice of default from Licensor (without however,
limiting any other rights available to Licensor pursuant to any other provisions hereof); provided, however,
that if such default cannot reasonably be cured within such period and Licensee commences efforts to cure
the default within such period and diligently pursues curing of the default to completion within a reasonable
time period (not exceeding ninety (90) days), then Licensor shall no longer be entitled to declare a default,
or (y) for any other reason upon thirty (30) days' advance written notice to Licensee; or
(b) By Licensee for any reason upon thirty (30) days' advance written notice from Licensee to
Licensor.
9. Taxes; Operating Expenses. Licensee shall pay any personal property taxes assessed on, or any
portion of such taxes attributable to, the Licensee Equipment. Licensee shall pay any increase in real
property taxes levied against the Licensed Area which are directly attributable to the Licensee Equipment
and the Licensee's use of the Licensed Area, together with any required sales tax, and Licensor agrees to
furnish proof of such increase to Licensee. Licensee shall promptly pay when due all other expenses arising
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n out of the maintenance, operation, and repair of the Licensed Area, and any improvements thereon, and
e i„ shall pay the cost of all utilities serving the Licensed Area and any improvements thereon.
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• c 10. Destruction of Premises. In the event of damage by fire or other casualty to the Building or the
z03 Licensed Area which disrupts Licensee's operations on the Licensed Area, Licensor shall have no
obligation to restore the Licensed Area; provided, however, that at any time following such fire or other
n casualty, provided the Licensor has not completed the restoration required to permit Licensee to resume its
Zp operations at the Licensed Area, either party may terminate the Agreement upon written notice to the other
co m party. In such event, all rights and obligations of each party hereunder (except those obligations which
0 survive the expiration or termination of this Agreement) shall cease as of the date of the damage or
destruction. Further, Licensor shall have no liability to Licensee for any loss or damage to any property or
person occasioned by theft, fire, act of God, public enemy, injunction, riot, strike, insurrection, war, court
order, requisition, or other order of governmental body or authority, or for any unintentional or non -
negligent damage or inconvenience which may arise through maintenance, repair or alteration of any part
of the Building, failure to make any such repairs, or acts by the Licensor.
11. Condemnation. If a condemning authority takes all of the Property or a portion of the Property
including the Building, this Agreement shall terminate as of the date the title vests in the condemning
authority. Licensee may not make any claim for losses in any condemnation proceeding involving the
Licensed Area. A sale of all or part of the Licensed Area to a purchaser with the power of eminent domain,
in the face of the exercise of eminent domain power, shall be treated as taking by condemnation for the
purpose of this section.
12. Insurance.
(a) Licensee operates a self insured program in accordance and subject to the limitations of
Section 768.28 of the Florida Statutes.
(b) [Licensee acknowledges that Licensor is not responsible for insuring against the loss of the
Licensee Equipment.
(c)
13. Licensee's Environmental Covenants and Indemnity. As used in this Agreement, the term
"Hazardous Materials" shall mean any hazardous or toxic substance, material or waste which is, or becomes
designated as such in the future or is regulated by any agency of the United States Government or by any
local governmental authority having jurisdiction, including, without limitation, any substance, material or
waste that is defined or designated as a hazardous substance pursuant to the Comprehensive Environmental
Response, Compensation and Liability Act, the Resource Conservation and Recovery Act or the Clean
Water Act. Dunng the Term of this Agreement, Licensee shall cause the presence, use, storage and/or
disposal of any Hazardous Material, on or under the Property and the Licensed Area by Licensee, its agents,
employees or contractors to be in compliance with all applicable laws, rules, regulations and orders.
Licensee shall defend, indemnify, protect and hold Licensor harmless from and against all claims, costs,
fines, judgments and liabilities, including attorney's fees and costs, arising out of or in connection with the
presence, storage, use or disposal of Hazardous Materials on or under the Property or the Licensed Area
caused by the acts, omissions or negligence of Licensee, its agents, employees or contractors. The foregoing
indemnity shall survive the expiration or earlier termination of this Agreement.
14. Indemnification.
15. Limitation of Liability.
16. Notices. All notices required or permitted under this Agreement shall be in writing and shall be
deemed effective upon personal delivery, or three (3) days after being deposited in the U.S. Mail, registered
or certified, and postage prepaid, or one (1) day after being deposited with a nationally recognized overnight
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ORIGINAL. BACKUP ORIGINAL CAN BE
01 NOI1l1I1S8fS V SI 1N3WfDOa SIHI
courier service. Such notices shall be addressed to the party at the addresses shown below, or at such other
address or addresses as either party shall designate to the other in writing in accordance with this section:
As to Licensor: DT Residential South LLC
With a copy to:
As to Licensee:
With A copy to:
Attention:
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, NY 10019
Attention: Carly Saviano, Esq.
City of Miami - GSA
1390 NW 20d' Street
Miami, FL 33142
Attention: Director
City of Miami — Department of Real Estate and Asset Management
444 SW 2nd Ave, 3rd Floor
Miami, FL 33130
Attention: Director
17. Inspection. Licensee shall permit Licensor or its agents, upon providing twenty-four (24) hours'
notice (except in case of actual or suspected emergency, in which event no notice shall be required,
however, Licensor shall endeavor to provide notice to Licensee as soon as reasonably practicable
thereafter), which notice may be made by written request or by e-mail, access the Licensee Equipment and
the Licensed Area to (a) inspect the Licensee Equipment and/or the Licensed Area, (b) make technical
measurements or tests related to the Licensee Equipment, (c) perform any obligations of Licensee hereunder
which Licensee has failed to perform or make any other alterations or repairs, (d) assure Licensee's
compliance with the terms and provisions of this Agreement and with all applicable laws, ordinances, codes,
rules and regulations or (e) access any breaker or fire alarm panels or other utility boxes and/or systems located
in the Licensed Area; provided, however, in conducting any inspection or testing of the License Equipment
or making any other alterations or restorations to the Licensed Area, neither Licensor nor its agents shall
perform any adjustments to the Licensee Equipment without Licensee's prior written approval, except as
may be permitted herein or as may be reasonably necessary due to an emergency.
18. Subordination. This Agreement shall be subject to and subordinate to any mortgage or deed to
secure debt made by Licensor which may now or hereafter encumber the Property where the Licensed Area
is located. If the holder of any such mortgage or deed of trust ("Mortgagee") shall succeed to the rights of
Licensor under this Agreement whether through possession of the Property or foreclosure action or
otherwise, Licensee agrees to attorn to Mortgagee on the same teiuis and conditions as set forth herein, in
each case, without further action on the part of any party. Licensee shall execute in timely fashion a
subordination, non -disturbance agreement or such instruments as may reasonably be requested to evidence
the provisions of this section, subject to an administrative fee of five hundred dollars ($500.00) per
instrument to be paid to Licensee.
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ORIGINAL. BACKUP ORIGINAL CAN BE
THIS DOCUMENT IS A SUBSTITUTION TO
19. Assignments and Sublicenses.
(a) Licensee may not assign this Agreement without the prior written consent of Licensor,
which consent Licensor may withhold in its sole discretion. Licensee shall not be permitted to sublicense
or share the Licensee Equipment (except as provided in Section 1 hereof) with third parties without the
prior written consent of Licensor, which consent Licensor may withhold in its sole but reasonable
discretion.
(b) Licensor shall have the right to freely transfer and assign, in whole or in part, all of its
rights and obligations hereunder and in the Building and no further liability shall accrue against Licensor
hereunder following any such transfer or assignment.
20. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the
parties, their respective heirs, successors, personal representatives and permitted assigns.
21. Waiver of Incidental and Consequential Damages. Neither party will assert any claim
whatsoever against the other for loss of anticipatory profits or any other indirect, special, incidental or
consequential damages incurred by such party arising out of this Agreement.
22. Compliance with Laws. Licensee shall at all times, and at its sole cost and expense, promptly
comply with all present and future legal requirements, laws, ordinances, orders, rules or regulations, permit
conditions and requirements of all federal, state, county and municipal governments, courts, departments,
commissions, boards, and offices, or any other body exercising functions similar to any of those of the
foregoing, which may be applicable to Licensee's use of the Licensed Area, or any part thereof, including,
without limiting the generality of the foregoing, legal requirements, laws, ordinances, orders, rules,
regulations and permit conditions pertaining to pollution, environmental protection, air quality and water
quality. Licensee shall procure, at its own expense, all applicable permits and licenses required in
connection with Licensee's use of the Licensed Area.
23. Certifications. Licensor may request that Licensee certify information to a current or prospective
mortgagee or prospective purchaser. Such certification shall be transmitted by Licensee within ten (10)
days after receipt of written request and may be relied upon by Licensor and any such mortgagee or
purchaser, and the contents of the certificate shall be binding upon Licensee. The certificate may include,
without limitation, (i) the validity, force and effect of this Agreement; (ii) the extent to which this
Agreement has been supplemented or amended; (iii) the existence of any default; (iv) the existence of any
offsets, counterclaims or defenses; (v) the commencement and expiration dates of the Term, (vi) the amount
of any prepaid sums, if applicable; and (vii) any other matter as may reasonably be requested. Such
certification is subject to a five hundred dollar ($500.00) administrative fee to be paid to Licensee for the
production and execution for each such certification.
24. Miscellaneous.
(a) Each party in any litigation arising hereunder shall be responsible for their own attorney's
fees and court costs, including appeals, if any.
(b) This Agreement constitutes the entire agreement and understanding of Licensor and
Licensee with respect to the subject matter of this option and rooftop lease, and supersedes all offers,
negotiations and other agreements. There are no representations or understandings of any kind not set forth
herein. No other contract, oral or otherwise, regarding the subject matter of this Agreement shall be deemed
to exist or bind any of the parties hereto. Any amendments to this Agreement must be in writing and
executed by Licensor and Licensee.
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SEEN AT THE END OF THIS DOCUMENT.
39 NVD 1VNI9I IO dflNDV9 1YNI9I21O
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(c) Neither Licensor nor Licensee is represented by a broker in this transaction and each party
shall hold the other party harmless from any claims for commission by any broker. The foregoing provision
shall survive the expiration or earlier termination of the Agreement.
(d) This Agreement shall be construed in accordance with the laws of the state of Florida. The
venue for any claim, cause, or action resulting from the terms of this Agreement shall be a court of
competent jurisdiction in Miami -Dade County, Florida.
(e) Notwithstanding any provision provided in this Agreement to the contrary, Licensee
acknowledges that this Agreement shall not be construed in any manner to transfer to Licensee an interest
in real estate.
(f) If any term of this Agreement is found to be void or invalid, such invalidity shall not affect
the remaining terms of this Agreement, which shall continue in full force and effect.
(g) This Agreement may be executed in two or more counterparts, all of which shall be
considered one and the same agreement and shall become effective when one or more counterparts have
been signed by each of the parties, it being understood that all parties need not sign the same counterpart.
The parties agree that a scanned or electronically reproduced copy or image of this Agreement shall be
deemed an original. The parties shall be entitled to sign and transmit an electronic signature on this
Agreement (whether by facsimile, PDF or other email transmission), which signature shall be binding on
the party whose name is contained therein. Any party providing an electronic signature agrees to promptly
execute and deliver to the other parties an original signed Agreement upon request.
(h) The Licensee is entering into this Agreement in its proprietary capacity and does not hereby
grant or waive any of its rights as a sovereign entity, , . The Licensee reserves its privileges and does not
waive its protection afforded to it by Section 768.28 of the Florida Statutes or other applicable laws.
(SIGNATURE PAGES FOLLOWING)
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THIS DOCUMENT IS A SUBSTITUTION TO
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first
written above.
LICENSOR:
WITNESS: DT Residential South LLC, a Delaware limited liability
company
Print Name
Print Name
By:
Print Name:
Title:
Date:
ATTEST: LICENSEE: CITY OF MIAMI, a municipal
corporation of the State of Florida
By: By:
Todd B. Hannon Arthur Noriega V
City Clerk City Manager
APPROVED AS TO INSURANCE APPROVED AS TO LEGAL FORM &
REQUIREMENTS: CORRECTNESS:
By: By:
Ann -Marie Sharpe, Director
Risk Management Department
Victoria Mendez
City Attorney
SEEN AT THE END OF THIS DOCUMENT.
ORIGINAL. BACKUP ORIGINAL CAN BE
01 NOI1f11I1SBfS V SI 1N3WfDOa SIHI
EXHIBIT "A"
Description of the Property
SOUTH TOWER PROPERTY LEGAL DESCRIPTION
Residential South Element
R S-G2 (Residential South Ground 2):
A portion of TRACT C, FLAGLER GRAN CENTRAL STATION, according to the plat thereof, as
recorded in Plat Book 170, at Page 41, of the Public Records of Miami -Dade County, Florida, being more
particularly described as follows:
COMMENCE at the Southwest corner of said TRACT C; thence South 89°53'38" East along the South
boundary of said TRACT C, a distance of 35.91 feet; thence North 00°06'22" East, a distance of 564.65
feet to the POINT OF BEGINNING; thence North 00°11'49" West, for a distance of 7.07 feet to the point
of curvature, concave to the Southeast, having as its elements a radius of 169.86 feet and a central angle
of 17°31'34", a radial line through said point bears North 41 ° 16'53" West; thence Northeasterly along said
curve, for an arc distance of 51.96 feet to a point of non -tangency; thence South 00°11'49" East, a
distance of 20.61 feet; thence North 89°48' 11" East, a distance of 16.19 feet; thence South 00°11'49"
East, a distance of 14.12 feet; thence South 89°48' 11" West, a distance of 59.92 feet to the POINT OF
BEGINNING.
LESS AND EXCEPT and specifically excluded from the aforesaid parcel is the portion thereof lying
above a horizontal plane at elevation 32.00 feet (North American Vertical Datum of 1988).
And
R S-G3 (Residential South Ground 3):
A portion of TRACT C, FLAGLER GRAN CENTRAL STATION, according to the plat thereof, as
recorded in Plat Book 170, at Page 41, of the Public Records of Miami -Dade County, Florida, being more
particularly described as follows:
COMMENCE at the Southwest corner of said TRACT C; thence South 89°53'38" East along the South
boundary of said TRACT C, a distance of 29.40 feet; thence North 00°06'22" West, a distance of 440.12
feet to the POINT OF BEGINNING; thence North 00°11'49" West, a distance of 34.50 feet; thence North
89°48' 11" East, a distance of 9.92 feet; thence South 00°11'49" East, a distance of 28.83 feet; thence
North 89°48' 11" East, a distance of 29.17 feet; thence North 00°11'49" West, a distance of 38.63 feet;
thence South 89°48' 11" West, a distance of 21.33 feet; thence North 00°11'49" West, a distance of 66.87
feet; thence North 89°48' 11" East, a distance of 49.33 feet; thence South 00°11'49" East, a distance of
54.85 feet; thence North 89°48' 11" East, a distance of 46.90 feet; thence South 00°11'49" East, a distance
of 8.17 feet; thence North 89°48' 11" East, a distance of 42.05 feet; thence South 00°11'49" East, a
distance of 56.15 feet; thence South 89°48'11"_ West,_ a_ distance_ of19.33feet; thence North 00°11'49"
West, a distance of 14.54 feet; thence South 89°48' 11" West, a distance of 17.92 feet; thence South
00°11'49" East, a distance of 18.06 feet; thence South 89°48' 11" West, a distance of 5.52 feet; thence
South 00°11'49" East, a distance of 27.23 feet; thence South 89°48' 11" West, a distance of 22.66 feet;
thence South 00°11'49" East, a distance of 5.25 feet; thence South 89°48' 11" West, a distance of 12.75
feet; thence North 00°11'49" West, a distance of 25.16 feet; thence North 89°48' 11" East, a distance of
7.08 feet; thence North 00°11'49" West, a distance of 6.59 feet; thence North 89°48' 11" East, a distance
of 5.33 feet; thence North 00°11'49" West, a distance of 7.78 feet; thence South 89°48' 11" West, a
distance of 16.75 feet; thence North 00°11'49" West, a distance of 32.04 feet; thence South 89°48' 11"
West, a distance of 6.25 feet; thence South 00°11'49" East, a distance of 15.00 feet; thence South
89°48' 11" West, a distance of 12.58 feet; thence South 00°11'49" East, a distance of 31.42 feet; thence
South 89°48' 11" West, a distance of 14.12 feet; thence North 00°11'49" West, a distance of 16.00 feet;
thence South 89°48' 11" West, a distance of 10.87 feet; thence North 00°11'49" West, a distance of 2.83
feet; thence South 89°48' 11" West, a distance of 29.75 feet to the POINT OF BEGINNING.
LESS AND EXCEPT and specifically excluded from the aforesaid parcel is the portion thereof lying
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z n z above a horizontal plane at elevation 32.00 feet (North American Vertical Datum of 1988).
Ovcin And
O N R S-G4 (Residential South Ground 4):
c A portion of TRACT C, FLAGLER GRAN CENTRAL STATION, according to the plat thereof, as
zrecorded in Plat Book 170, at Page 41, of the Public Records of Miami -Dade County, Florida, being more
O D -I particularly described as follows:
c n COMMENCE at the Southwest corner of said TRACT C; thence South 89°53'38" East along the South
m z boundary of said TRACT C, a distance of 29.38 feet; thence North 00°06'22" East, a distance of 402.58
z oo z feet to the POINT OF BEGINNING; thence North 00°11'49" West, a distance of 12.71 feet; thence North
m O 89°48'11" East, a distance of 10.14 feet; thence South 00°11'49" East, a distance of 12.71 feet; thence
South 89°48'l1" West, a distance of 10.14 feet to the POINT OF BEGINNING.
LESS AND EXCEPT and specifically excluded from the aforesaid parcel is the portion thereof lying
above a horizontal plane at elevation 32.00 feet (North American Vertical Datum of 1988).
And
R S-G5 (Residential South Ground 5):
A portion of TRACT C, FLAGLER GRAN CENTRAL STATION, according to the plat thereof, as
recorded in Plat Book 170, at Page 41, of the Public Records of Miami -Dade County, Florida, being more
particularly described as follows:
COMMENCE at the Southwest corner of said TRACT C; thence South 89°53'38" East along the South
boundary of said TRACT C, a distance of 84.81 feet; thence North 00°06'22" East, a distance of 283.57
feet to the POINT OF BEGINNING; thence North 00°11'49" West, a distance of 27.67 feet; thence North
89°48' 11" East, a distance of 14.29 feet; thence South 00°11'49" East, a distance of 27.00 feet; thence
South 89°48' 11" West, a distance of 4.79 feet; thence South 00°11'49" East, a distance of 0.67 feet;
thence South 89°48' 11" West, a distance of 9.50 feet to the POINT OF BEGINNING.
LESS AND EXCEPT and specifically excluded from the aforesaid parcel is the portion thereof lying
above a horizontal plane at elevation 32.00 feet (North American Vertical Datum of 1988).
And
R S-Ml (Residential South Mezzanine 1):
A parcel being a portion of TRACT C, FLAGLER GRAN CENTRAL STATION, according to the plat
thereof, as recorded in Plat Book 170, at Page 41, of the Public Records of Miami -Dade County, Florida,
having as its lower boundary a horizontal plane at elevation 32.00 feet (North American Vertical Datum
of 1988) and having as its upper boundary a horizontal plane at elevation 86.00 feet (North American
Vertical Datum of 1988), the perimetrical boundaries of which are more particularly described as follows:
COMMENCE at the Southwest corner of said TRACT C; thence South 89°53'38" East along the South
boundary of said TRACT C, a distance of 120.93 feet; thence North 00°06'22" East, a distance of 401.85
feet to the POINT OF BEGINNING; thence North 00°11'49" West, a distance of 12.42 feet; thence North
89°48' 11" East, a distance of 12.17 feet; thence North 00°11'49" West, a distance of 6.42 feet; thence
North 89°48' 11" East, a distance of 9.83 feet; thence South 00°11'49" East, a distance of 18.83 feet;
thence South 89°48' 11" West, a distance of 22.00 feet to the POINT OF BEGINNING.
And
R S-M3 (Residential South Mezzanine 3):
A parcel being a portion of TRACT C, FLAGLER GRAN CENTRAL STATION, according to the plat
thereof, as recorded in Plat Book 170, at Page 41, of the Public Records of Miami -Dade County, Florida,
having as its lower boundary a horizontal plane at elevation 32.00 feet (North American Vertical Datum
of 1988) and having as its upper boundary a horizontal plane at elevation 86.00 feet (North American
Vertical Datum of 1988), the perimetrical boundaries of which are more particularly described as follows:
COMMENCE at the Southwest comer of said TRACT C; thence South 89°53'38" East along the South
boundary of said TRACT C, a distance of 77.90 feet; thence North 00°06'22" East, a distance of 482.51
feet to the POINT OF BEGINNING; thence North 00°11'49" West, a distance of 7.93 feet; thence South
89°48' 11" West, a distance of 7.96 feet; thence North 00°11'49" West, a distance of 61.08 feet; thence
North 89°48' 11" East, a distance of 26.33 feet; thence South 00°11'49" East, a distance of 69.01 feet;
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thence South 89°48' 11" West, a distance of 18.37 feet to the POINT OF BEGINNING.
And
R S-M4 (Residential South Mezzanine 4):
A parcel being a portion of TRACT C, FLAGLER GRAN CENTRAL STATION, according to the plat
thereof, as recorded in Plat Book 170, at Page 41, of the Public Records of Miami -Dade County, Florida,
having as its lower boundary a horizontal plane at elevation 32.00 feet (North American Vertical Datum
of 1988) and having as its upper boundary a horizontal plane at elevation 86.00 feet (North American
Vertical Datum of 1988), the perimetrical boundaries of which are more particularly described as follows:
COMMENCE at the Southwest corner of said TRACT C; thence South 89°53'38" East along the South
boundary of said TRACT C, a distance of 75.74 feet; thence North 00°06'22" East, a distance of 421.53
feet to the POINT OF BEGINNING; thence North 00°11'49" West, a distance of 19.00 feet; thence North
89°48'11" East, a distance of 8.51 feet; thence South 00°11'49" East, a distance of 19.00 feet; thence
South 89°48'11" West, a distance of 8.51 feet to the POINT OF BEGINNING.
And
R S-M5 (Residential South Mezzanine 5):
A parcel being a portion of TRACT C, FLAGLER GRAN CENTRAL STATION, according to the plat
thereof, as recorded in Plat Book 170, at Page 41, of the Public Records of Miami -Dade County, Florida,
having as its lower boundary a horizontal plane at elevation 32.00 feet (North American Vertical Datum
of 1988) and having as its upper boundary a horizontal plane at elevation 46.04 feet (North American
Vertical Datum of 1988), the perimetrical boundaries of which are more particularly described as follows:
COMMENCE at the Southwest corner of said TRACT C; thence South 89°53'38" East, along the South
boundary of said TRACT C, a distance of 120.89 feet; thence North 00°06'22" East, a distance of 419.15
feet to the POINT OF BEGINNING; thence North 00°11'49" West, a distance of 7.44 feet; thence North
89°48' 11" East, a distance of 4.79 feet; thence South 00°11'49" East, a distance of 7.44 feet; thence
South 89°48' 11" West, a distance of 4.79 feet to the POINT OF BEGINNING.
And
R S-M6 (Residential South Mezzanine 6):
A parcel being a portion of TRACT C, FLAGLER GRAN CENTRAL STATION, according to the plat
thereof, as recorded in Plat Book 170, at Page 41, of the Public Records of Miami -Dade County, Florida,
having as its lower boundary a horizontal plane at elevation 32.00 feet (North American Vertical Datum
of 1988) and having as its upper boundary a horizontal plane at elevation 86.00 feet (North American
Vertical Datum of 1988), the perimetrical boundaries of which are more particularly described as follows:
COMMENCE at the Southwest corner of said TRACT C; thence South 89°53'38" East, along the South
boundary of said TRACT C, a distance of 120.78 feet; thence North 00°06'22" East, a distance of 436.18
feet to the POINT OF BEGINNING; thence North 00°11'49" West, a distance of 34.17 feet; thence North
89°48' 11" East, a distance of 10.32 feet; thence South 00°11'49" East, a distance of 34.17 feet; thence
South 89°48' 11" West, a distance of 10.32 feet to the POINT OF BEGINNING.
And
R S-P4 (Residential South Platform 4):
A parcel being a portion of TRACT C, FLAGLER GRAN CENTRAL STATION, according to the plat
thereof, as recorded in Plat Book 170, at Page 41, of the Public Records of Miami -Dade County, Florida,
having as its lower boundary a horizontal plane at elevation 46.04 feet (North American Vertical Datum
of 1988) and having as its upper boundary a horizontal plane at elevation 86.00 feet (North American
Vertical Datum of 1988), the perimetrical boundaries of which are more particularly described as follows:
COMMENCE at the Southwest corner of said TRACT C; thence South 89°53'38" East, along the South
boundary of said TRACT C, a distance of 120.86 feet; thence North 00°06'22" East, a distance of 423.91
feet to the POINT OF BEGINNING; thence North 00°11'49" West, a distance of 4.69 feet; thence North
89°48' 11" East, a distance of 5.30 feet; thence South 00°11'49" East, a distance of 4.69 feet; thence
South 89°48' 11" West, a distance of 5.30 feet to the POINT OF BEGINNING.
And
R S-P5 (Residential South Platform 5):
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A parcel being a portion of TRACT C, FLAGLER GRAN CENTRAL STATION, according to the plat
thereof, as recorded in Plat Book 170, at Page 41, of the Public Records of Miami -Dade County, Florida,
having as its lower boundary a horizontal plane at elevation 46.04 feet (North American Vertical Datum
of 1988) and having as its upper boundary a horizontal plane at elevation 86.00 feet (North American
Vertical Datum of 1988), the perimetrical boundaries of which are more particularly described as follows:
COMMENCE at the Southwest corner of said TRACT C; thence South 89°53'38" East, along the South
boundary of said TRACT C, a distance of 66.98 feet; thence North 00°06'22" East, a distance of 283.48
feet to the POINT OF BEGINNING; thence North 00° 11'49" West, a distance of 16.50 feet; thence North
89°48' 11" East, a distance of 11.61 feet; thence South 00°11'49" East, a distance of 16.50 feet; thence
South 89°48' 11" West, a distance of 11.61 feet; to the POINT OF BEGINNING.
And
R S-T1 (Residential South Tower 1):
A parcel being a portion of TRACT C, FLAGLER GRAN CENTRAL STATION, according to the plat
thereof, as recorded in Plat Book 170, at Page 41, of the Public Records of Miami -Dade County, Florida,
having as its lower boundary a horizontal plane at elevation 86.00 feet (North American Vertical Datum
of 1988) and having as its upper boundary a horizontal plane at elevation 161.75 feet (North American
Vertical Datum of 1988), the perimetrical boundaries of which are more particularly described as follows:
COMMENCE at the Southwest corner of said TRACT C; thence North 00°00'47" West along the West
boundary of said TRACT C, a distance of 157.90 feet; thence continuing along the West boundary of said
TRACT C, North 00°34'55" West, a distance of 115.02 feet to the POINT OF BEGINNING; thence
continue along the West boundary of said TRACT C North 00°34'55" West, a distance of 248.71 feet to
the point of intersection with a curve concave to the Southeast, having as its elements a radius of 165.67
feet and a central angle of 17°23'20", a radial line through said point bears North 64°51'29" West; thence
Northeasterly, along said curve, for an arc distance of 50.28 feet; thence North 89°48'11" East, a distance
of 64.31 feet; thence North 00° 11'49" West, a distance of 43.00 feet to the point of intersection with a
curve concave to the Southeast, having as its elements a radius of 165.67 feet and a central angle of
10°42'51", a radial line through said point bears North 20°27'51" West; thence Northeasterly along said
curve, and along the Northerly boundary of said TRACT C, for an arc distance of 30.98 feet to a point of
compound curvature with a curve concave to the Southeast, having as its elements a radius of 211.41 feet
and a central angle of 09°30'46"; thence Northeasterly along said curve, for an arc distance of 35.10 feet
to a point of non -tangency with a line; thence North 89°57'46" East along said non -tangent line, a distance
of 14.89 feet; thence South 00°00'52" West, a distance of 4.38 feet; thence North 89°57'46" East, a
distance of 18.61 feet; thence South 00°11'49" East, a distance of 339.63 feet; thence South 89°48'11"
West, a distance of 188.98 feet to the POINT OF BEGINNING.
And
R S-T2 (Residential South Tower 2):
A parcel being a portion of TRACT C, FLAGLER GRAN CENTRAL STATION, according _to_the _plat
thereof, as recorded in Plat Book 170, at Page 41, of the Public Records of Miami -Dade County, Florida,
having as its lower boundary a horizontal plane at elevation 161.75 feet (North American Vertical Datum
of 1988) and having as its upper boundary a horizontal plane at elevation 516.83 feet (North American
Vertical Datum of 1988), the perimetrical boundaries of which are more particularly described as follows:
COMMENCE at the Southwest corner of said TRACT C; thence North 00°00'47" West, along the West
boundary of said TRACT C, a distance of 157.90 feet; thence continuing along the West boundary of said
TRACT C, North 00°34'55" West, a distance of 224.06 feet to the POINT OF BEGINNING; thence
continue along the West boundary of said TRACT C North 00°34'55" West a distance of 100.00 feet;
thence North 89°48'l1" East, a distance of 190.39 feet; thence South 00°11'49" East, a distance of 100.00
feet; thence South 89°48'11" West, a distance of 189.72 feet to the POINT OF BEGINNING.
And
R S-T3 (Residential South Tower 3):
A parcel being a portion of TRACT C 1, FLAGLER GRAN CENTRAL STATION, according to the plat
thereof, as recorded in Plat Book 170, at Page 41, of the Public Records of Miami -Dade County, Florida,
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THIS DOCUMENT IS A SUBSTITUTION TO
having as its lower boundary a horizontal plane at elevation 119.00 feet (North American Vertical Datum
of 1988) and having as its upper boundary a horizontal plane at elevation 157.08 feet (North American
Vertical Datum of 1988), the perimetrical boundaries of which are more particularly described as follows:
COMMENCE at the most Northwesterly corner of said TRACT Cl; thence North 89°48'11" East along
the North boundary of said TRACT C 1, a distance of 5.24 feet to the POINT OF BEGINNING; thence
continuing along the North boundary of said TRACT Cl, North 89°48'11" East, a distance of 22.42 feet
to the point of intersection with a curve concave to the Southeast, having as its elements a radius of
187.33 feet and a central angle of 07°04'40", a radial line through said point bears North 10°51'50" West;
thence Southwesterly, along said curve, for an arc distance of 23.14 feet; thence North 00°11'49" West, a
distance of 5.68 feet to the POINT OF BEGINNING.
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EXHIBIT "B"
Description of the Licensed Area
Roof
[TO BE ATTACHED]
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Roof Level
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O x
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D
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x -I EXHIBIT "C"
c („
v
0 N List of Licensee Equipment
c
2 v Communication equipment (i.e., Bi-Directional Amplifier, Distributed Antenna System and Radio
g c Frequency equipment) for first responders
D
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WILLKIE DRAFT 5/26/2022
LICENSE AGREEMENT
THIS LICENSE AGREEMENT (the "Agreement") is made this day of
, 2022, by and between DT Residential South LLC a Delaware mited liability
company ("Licensor"), and CITY OF MIAMI, a municipality created pursuant to the 1 + s of the State of
Florida, having its principal office and place of business at 3500 Pan American Drive, 'ami, Florida 33133
(hereinafter called the "Licensee" or "City").
1. License. Subject to and upon the terms and conditions set forth in this A,. Bement, Licensor hereby
grants to Licensee an exclusive license solely for the Use (as defined herein) certain space on the roof
of, and in the "DAS Room" located on the roof level of, the building ("Bui inf") located at 400 NW 1st
Avenue, Miami, Florida 33128 and more particularly described onExhibi : `A" attached hereto and made
a part hereof (the "Property"), and such space in the "DAS Room" and o the roof of the Building is more
particularly described on Exhibit "B" attached hereto and made a part reof (the "Licensed Area"). "Use"
shall be defined as the installation, operation and maintenance, at Li nsee's sole cost and expense, on the
Licensed Area in the location(s) described on Exhibit " of the censeeEqui `BEquipment (as defined herein)
for the purposes of providing (i) communication, services use.. in the operation of Licensee's internal
business activities where Licensee holds a Federal Communic. ons Commission ("FCC") license for said
use, (ii) common carriage where Licensee holds ann' FCC icense as a Radio, Common Carrier, (iii)
communications services for others where Licensee holds n FCC license as the system operator, or (iv)
transceivers for use by others where others hold an FC license for the operation of said transceivers.
"Licensee Equipment" shall be defined asany radio cR' munications equipment, including base stations,
antenna(s), poles, dishes or masts, cabling or w` ' and accessories used therewith and approved by
Licensor for installation, operation and maintenan on the Licensed: Area in the location(s) described on
Exhibit `B". An initial list of the Licensee Equip ent is attached hereto as Exhibit "C". Licensee, subject
to Licensor's prior written approval and subje to the terms of Section"'l=hereof, may periodically add or
remove radio telecommunications equipmen ' o and from, the Licensed Area, promptly following which
Licensee shall provide to Licensor an up r ed list of the Licensee Equipment. It is acknowledged and
agreed that any new Licensee Equipment all comply with all terms of this Agreement.
2. Use. " The Licensed Area . be used by Licensee only for the Use and no other uses shall be
permitted without Licenser's prior tten consent, which consent may be granted or withheld in Licensor's
sole but reasonable discretion L. ensee shall bear sole. responsibility for obtaining, at Licensee's expense,
all licenses and permits require for Licensee's use of the Licensed Area (the "Governmental Approval").
3. Initial Term. The;'erm of this Agreement shall be ten (10) years commencing on the date that
physical possession .of th : icensed'Area is given to the Licensee as evidenced by a letter signed by the
Licensee (the "Comine- ement Date"), and terminating on the day which is one (1) day prior to the tenth
(loth) anniversary of " e Commencement Date ("Initial Term").
4. Renewal _,, erms. After the Initial Term, this Agreement shall automatically be renewed for
successive one ( ) year periods (each, a "Renewal Term") unless either party notifies the other of its
intention not : renew the Agreement at least thirty (30) days prior to the expiration of the Initial Term or
the Renew.;` Term which is then in effect. The Initial Term and the Renewal Term(s) are hereinafter
collective % referred to as the "Term".
5. ' Condition of Licensed Area. LICENSEE ACKNOWLEDGES AND AGREES THAT
LIC" SOR HAS NOT UNDERTAKEN TO PERFORM ANY MODIFICATIONS, ALTERATIONS OR
I ; ' ROVEMENTS TO THE LICENSED AREA, ACKNOWLEDGES AND ACCEPTS THE LICENSED
A IN ITS "AS IS" CONDITION, AND AS SUITABLE FOR THE PURPOSE FOR WHICH IT IS
ICENSED, AND LICENSOR HAS NOT MADE ANY REPRESENTATION OR WARRANTY
W
1-
CONCERNING THE PROPERTY, BUILDING OR THE LICENSED AREA, OR THE SU ABILITY
OF ANY OF THE FOREGOING FOR THE USE.
6. Interference. Licensee acknowledges that the Building is leased to one or more
uses, some of which tenants have the right to install satellite dishes, antennas and of
equipment within and on the roof of the Building in connection with the opera
businesses within the Building. Additionally, Licensee acknowledges the Licens
building located adjacent to the Building at 100 NW 66' Street, Miami, Florida (
Building"), which Existing Building is or shall be leased to one or more tenan
which tenants shall have the right to install satellite dishes, antennas and othe
within and on the roof of the Existing Building in connection with the opera
within the Existing Building. Licensee agrees that the operation of the B
will not interfere with Licensee's use of the Licensed Area and hereby
relating thereto. Licensee further covenants that its use will not
communications operations in or on the Building or the Existing
Licensor, any electrical, electromagnetic, radio frequency or
operation of any of the Licensee Equipment, Licensor shall not
(10) days from receipt of such notice, exercise due diligence
make such modifications as are necessary to eliminate t
interference to the satisfaction of Licensor within such
Licensor of its failure to cure the interference problem
additional corrective measures it proposes to underta
shall use due diligence to implement the proposed
regarding the status of the corrective work. If suc
days, Licensor may, at its sole discretion either
or may require that Licensee immediately re
Equipment causing such interference.
ve
ants for various
r communications
on of such tenants'
or its affiliates own a
lectively, the "Existing
for various uses, some of
ommunications equipment
n of such tenants' businesses
ding and the Existing Building
aives any claims of interference
tentionally interfere with wireless
uilding. If in the sole judgement of
er interference shall result from the
Licensee and Licensee shall, within ten
analyze the cause of the interference and
inference. If Licensee fails to cure such
n (10) day period, then Licensee shall notify
nd identify to Licensor in reasonable detail the
in an effort to resolve the interference. Licensee
rrective measures and shall keep Licensor informed
interference has not been corrected within ninety (90)
inate this Agreement upon written notice to Licensee
from the Licensed Area the specific item of Licensee
7. Roofto . Im . rovements• E s ui . ent• Maintenance. Utilities and Access.
(a) Subject to the terms . `d conditions hereof, Licensee shall have the right at Licensee's sole
cost and expense, to erect and m.'.:'tain on the Licensed Area the Licensee Equipment. The Licensee
Equipment shall remain the excl ve property of the Licensee throughout the Term and upon termination
of this Agreement, subject to the erms and conditions of this Agreement. All or any portion of the Licensee
Equipment, may be removed the Licensee from the Licensed Area at any time during the Term, subject
to Licensee repairing any d.: age to the Building caused thereby and any alterations or modifications to be
made in connection with +ch removal shall be "Alterations" requiring Licensor's prior written consent in
accordance with this Sec,: on 7. Licensee shall remove, at or prior to the expiration or earlier termination of
the Term, all License quipment or other Alterations made by Licensee during the Term and restore the
Licensed Area to th= condition existing prior to the installation of the same. The Licensor and Licensee
agree that any po on of the Licensee Equipment that remains on the Licensed Area after sixty (60) days
following the e iration or earlier termination of this Agreement shall be deemed abandoned by the
Licensee and all be thereafter owned by the Licensor without further consent of the Licensee; provided,
however, in . ' e event such Licensee Equipment is deemed abandoned and/or Licensee fails to restore the
Licensed ea to the condition existing prior to the installation of the same, Licensor may elect to remove
the Lice e ee Equipment and/or restore the Licensed Area, in which event Licensee shall remain liable to
Licens a' for the reasonable cost of such removal and/or restoration.
(b) Prior to the initial installation and subsequent relocation, addition or modification of the
ensee Equipment, or the performance of any construction or other invasive activities in the Licensed Area
an "Alteration"), Licensee shall: (i) obtain the Licensor's prior written consent, which consent shall not be
-3-
unreasonably withheld conditioned or delayed (except that consent shall be in the Li
reasonable discretion as to the installation method, construction and materials attached
visual appearance of the Alteration or screening thereof), and Licensor shall give writ
of its approval or disapproval with detailed reasons for the disapproval within a
receipt thereof); and (ii) submit to Licensor detailed engineering plans and spec
Alteration prepared by a professional architect or engineer licensed to practice i
shall conform to Licensor's design and engineering criteria and any techni
Licensor relating to frequency compatibility, radio interference protection,
physical installation, and which shall be in form, content and detail suf
governmental permits and approvals, (y) for a contractor to perform all
thereby and (z) sufficient to determine (i) whether such Alteration co
whether such Alteration is to be performed using materials at least e
effect such Alteration shall have on the structural components
systems, and the operation and maintenance of the Building ("Li
which approval shall not be unreasonably withheld, conditio
written notice to Licensee of its approval or disapproval wit
reasonable period of time after receipt thereof. Notwithsta
Licensor shall have the right to withhold its consent
contemplated Alteration (or the manner in which it is in
roof warranty or guaranty for the Building, or (ii)
Alteration would (x) adversely affect or alter the
Building, the structural elements of the Building
or integrity of the Building or its components, t
(y) affect the certificate of occupancy or cert
of any work by Licensor or (z) require a
components. Notwithstanding anything i
be present during the performance of all
agrees that Licensee's Plans may als
covenants, conditions, restrictions
"Recorded Documents"), and Lic
conditioned upon such further
expense to Licensor, shall su
shall use its commercially r
Licensor's reasonable out -
Plans or efforts to obtain
nsor's sole but
the Building and
notice to Licensee
asonable period after
cations of the planned
e State of Florida which
1 standards established by
tenna type and location and
ent (x) to secure all required
ork shown thereon and covered
plies with all applicable laws, (ii)
al to Building standard and (iii) the
the Building, including the Building
nsee's Plans"), for Licensor's approval,
ed of or delayed and Licensor shall give
etailed reasons for the disapproval within a
ing anything in this Agreement to the contrary,
o any Alteration or Licensee's Plans if such
lled or conducted) (i) may void or limit Licensor's
censor determines (in its sole discretion) that such
uilding, the exterior of the Building, the roof of the
Building systems, the capacity, operation, maintenance
quiet use or enjoyment of existing users of the Building,
cate of use for the Building or necessitate the performance
structural alteration to any portion of the Building or its
his Agreement to the contrary, Licensor shall have the right to
ork by or on behalf of the Licensee. Licensee acknowledges and
e subject to the approval of the parties having rights pursuant to
other documents of record affecting the Property (collectively, the
see further agrees that any approval by Licensor hereunder shall be
proval under the Recorded Documents. As necessary, Licensor, at no
it the Licensee's Plans for approval under the Recorded Documents and
sonable efforts to obtain such approval. Licensee shall be responsible for
-pocket costs incurred by Licensor in connection with the review of Licensee's
onsent under any Recorded Documents.
All Alterations shall be accomplished in a good and workmanlike manner at
Licensee's role expense, using materials consistent with Building standard, in conformity with
applicabl r aws, rules and regulations, by a licensed contractor approved by Licensor. Licensor agrees
to coop„ ate with Licensee in order to enable any Alterations to be performed in a timely manner, and
shall e commercially reasonable efforts to minimize any interference with the operation of the
Biz' , i ing and the quiet use or enjoyment of existing users of the Building. Licensor shall have the right
o''.rior approval of any contractors engaged by Licensee to perform any work on behalf of Licensee
n the Licensed Area; provided, however, that neither approval by Licensor nor engagement of any
contractor shall relieve, release or affect in any manner any of Licensee's obligations hereunder, and
Licensee shall at all times be and remain fully liable for any work performed by or through Licensee.
All contractors shall, for the duration of the entire period in which such Alterations shall be performed,
carry workers' compensation insurance and commercial general liability insurance in amounts and
with companies reasonably acceptable to Licensor (with Licensor, any property manager or lender of
Licensor, and such other persons as Licensor shall reasonably designate as additional insureds) and
shall deliver a certificate of insurance evidencing such coverages to Licensor prior to commencing
-4-
work in the Licensed Area. Licensee shall deliver true and complete cop
authorizations, licenses and permits required to be obtained by applicable laws
prior to commencing work in the Licensed Area. Upon completion of any su
shall provide Licensor with "as built" plans and proof of payment for all labo
will have no authority or power, express or implied, to create or caus
mechanics' or materialmen's lien or claim of any kind against the Lic
Licensee will promptly cause any such liens or claims to be released by
within thirty (30) days after request by Licensor. The foregoing obli
or earlier termination of this Agreement. .
(d) For the avoidance of doubt, the installation and
modification of any antenna or any run lines, cables, conduits, mou
related thereto shall be an "Alteration" hereunder and shall be subje
Alterations as set forth herein. The number, location, size, we;
specifications of the antenna shall be subject to Licensee's prio
terms and conditions of Section 7(a) hereof and Licensor agre
the foregoing in connection with Licensee's preparation of
otherwise obtain and maintain any Licensee Equipment loc
other color as Landlord shall determine and shall install
or about the Licensee Equipment as Landlord may reas
written notice to Licensee, Landlord shall have the
another location of similar size, provided that suc
operation of the antenna. Any such relocation sh
in accordance with all of the requirements of thi
(e) Licensee shall manage all
site engineering and construction necessa
Licensed Area. Licensee shall, at its sol
Equipment thereon, in good order, con
regulations. Licensee shall install, con
cost to Licensor. Licensee shall, a
Equipment thereon in good, safe,
its own expense, all measures
unauthorized persons. License
such a manner as not to creat
its operation of the Buildin
and anything of a dange
vibration, heat or noise
s of all pennits,
es and regulations
Alteration, Licensee
and materials. Licensee
any construction lien or
sed Area or the Property.
yment, bonding or otherwise
ion shall survive the expiration
s '.sequent relocation, addition or
ng equipment or other equipment
to all terms and conditions governing
ht, height and all other features and
written approval in accordance with the
to reasonably consult with Licensee as to
uch specifications. Licensee shall paint or
ed on the roof of the Building in white or such
ch lightning rods, air terminals or screening on
ably require. Upon at least thirty (30) days' prior
ght to require Licensee to relocate any antenna to
elocation would not materially adversely affect the
be performed by Licensee at Licensor's expense, and
ection 7.
e r; ineering services, including intennodulation studies and all
o install, operate and maintain the Licensee Equipment on the
expense, keep and maintain the Licensed Area and the Licensee
ion and repair, and in compliance with applicable laws, rules and
ruct and maintain the Licensee Equipment on the Licensed Area at no
its expense, keep and maintain the Licensed Area and the Licensee
d clean order during the Term of this Agreement. Licensee shall take, at
d precautions necessary to render the Licensed Area inaccessible to
shall conduct its business and control it agents, employees, and contractors in
any nuisance, or interfere with, any other tenant of the Building or Licensor in
(including the Licensed Area) and shall keep the Licensed Area free of debris
s, noxious, toxic or offensive nature or which could create a fire hazard or undue
SUBSTITUTED
(f) All tallations and operations in connection with this Agreement shall comply with all
federal, state, and ; +cal laws, codes and regulations (including, without limitation, those promulgated by the
FCC and the Fe''ral Aviation Administration) and with any reasonable rules and regulations of the Building
established by ,'icensor. Licensor assumes no responsibility for the licensing, operation or maintenance of the
Licensee E.. pment. Licensee shall register the Licensee Equipment, if required, with appropriate
governme .1 authorities and keep the same current during the Term. In the event that any federal, state,
county, gulatory or other authority requires the removal or relocation of any Licensee Equipment,
Licens:, shall remove or relocate such antenna at Licensee's sole cost and expense, and Licensor shall
unde o circumstances be liable to License therefor.
(g) Licensee shall not damage the Building and shall immediately repair, at Licensee's sole
pense, any injury or damage to the Building resulting from Licensee's, and its employees', agents',
contractors', subcontractors' and invitees' actions, inactions, or exercise of its rights hereunder. Licensee shall
- 5 -
not locate or operate, or cause to locate or operate, any cranes or other heavy machinery at th<, : uilding, without
Licensor's prior written approval. Licensor' s approval of Licensee's Plans shall create ; o responsibility or
liability on the part of Licensor for their completeness, design sufficiency or comp ance with rules and
regulations of governmental agencies or authorities.
(h) Licensee shall be responsible for the expense of any utilities ass • ated with the operation of
any Licensee Equipment. Subject to Section 5 hereof, Licensor shall furnish to censee electrical facilities to
furnish 200amps by 120/208v in electric panel 3EMLR to power the Lice'ee Equipment (the "Required
Voltage"), which shall be sub -metered, it being understood that Licensor shnot be required to perform any
modifications, alterations or improvements to the Licensed Area or to the B ding or otherwise incur any costs
in order to ensure the delivery of the Required Voltage to Licensee. ensee shall install and maintain the
submeter at Licensee's expense and shall be responsible for the cos of any electricity attributable to the
Licensed Area as measured by such submeter. Failure by Licensor , furnish such facilities shall not render
Licensor liable in any respect for damages to either person or prop,' nor relieve Licensee from fulfillment of
any covenant or obligation hereunder. If any Licensee Equip t fails because of loss of electrical power,
Licensor shall give notice to Licensee and Licensor shall use r asonable diligence to restore electrical power
promptly, but Licensee shall have no claim for damages on . ccount of any interruption in electrical service
occasioned thereby or resulting therefrom. Notwithstand.. the foregoing, Licensor shall, at all times, have
the right to shut down the electrical service to the Licens - Area and Licensee Equipment in connection with
any maintenance program conducted for the Building o o perform repairs. In connection therewith, Licensor
shall give Licensee forty-eight (48) hours prior writt notice, except in the emergency situations, in which
event notice may be within a shorter period and ma given verbally.
(i) Licensee and its employees, a ts, contractors, subcontractors and invitees shall have access
to the Licensed Area during Licensor's Build':. g hours of operation. For all entry into the Building, Licensee
shall (i) notify the Licensor prior to arrival least 24 hours prior except in the event of emergency, in which
case Licensee will provide as much notic-, s possible); (ii) contact the property manager upon its arrival; (iii)
if Licensor so elects, be accompanied by n authorized representative of Licensor, and (iv) at all times comply
with all of Licensor's reasonable secuc procedures. Any entry onto or access to the Building after normal
business hours shall be permitted in ' censor's sole but reasonable discretion, provided that in the event of any
emergency, Licensor shall use rea ,nable efforts to permit access.
8. Termination. Exce; ' as otherwise provided herein, this Agreement may be terminated without
any penalty upon written no ce as follows:
(a) By Lice ''sor (x) upon a default of any covenant or term hereof by Licensee, which default
is not cured within thi K (30) days of receipt of written notice of default from Licensor (without however,
limiting any other ri ts available to Licensor pursuant to any other provisions hereof); provided, however,
that if such default , annot reasonably be cured within such period and Licensee commences efforts to cure
the default withi -' uch period and diligently pursues curing of the default to completion within a reasonable
time period (n• exceeding ninety (90) days), then Licensor shall no longer be entitled to declare a default,
or (y) for any other reason upon thirty (30) days' advance written notice to Licensee; or
(b) By Licensee for any reason upon thirty (30) days' advance written notice from Licensee to
Taxes; Operating Expenses. Licensee shall pay any personal property taxes assessed on, or any
p •. ' ion of such taxes attributable to, the Licensee Equipment. Licensee shall pay any increase in real
operty taxes levied against the Licensed Area which are directly attributable to the Licensee Equipment
and the Licensee's use of the Licensed Area, together with any required sales tax, and Licensor agrees to
furnish proof of such increase to Licensee. Licensee shall promptly pay when due all other expenses arising
-6-
out of the maintenance, operation, and repair of the Licensed Area, and any improvement' hereon, and
shall pay the cost of all utilities serving the Licensed Area and any improvements thereon
10. Destruction of Premises. In the event of damage by fire or other casualty to ' e Building or the
Licensed Area which disrupts Licensee's operations on the Licensed Area, Li •° nsor shall have no
obligation to restore the Licensed Area; provided, however, that at any time foll•, ing such fire or other
casualty, provided the Licensor has not completed the restoration required to pe it Licensee to resume its
operations at the Licensed Area, either party may terminate the Agreement upo written notice to the other
party. In such event, all rights and obligations of each party hereunder (e ° ept those obligations which
survive the expiration or termination of this Agreement) shall cease as f the date of the damage or
destruction. Further, Licensor shall have no liability to Licensee for any ;;ass or damage to any property or
person occasioned by theft, fire, act of God, public enemy, injunction, ,.` ot, strike, insurrection, war, court
order, requisition, or other order of governmental body or autho , or for any unintentional or non -
negligent damage or inconvenience which may arise through main nance, repair or alteration of any part
of the Building, failure to make any such repairs, or acts by the L ensor.
11. Condemnation. If a condemning authority takes al •f the Property or a portion of the Property
including the Building, this Agreement shall terminate a °•f the date the title vests in the condemning
authority. Licensee may not make any claim for losse :``n any condemnation proceeding involving the
Licensed Area. A sale of all or part of the Licensed Are to a purchaser with the power of eminent domain,
in the face of the exercise of eminent domain powe shall be treated as taking by condemnation for the
purpose of this section.
12. Insurance.
(a) Licensee operates a self i gyred program in accordance and subject to the limitations of
Section 768.28 of the Florida Statutes.
(b) [Licensee acknowled; s that Licensor is not responsible for insuring against the loss of the
Licensee Equipment.
(c)
13. Licensee's Environm .,ttal Covenants and Indemnit As used in this Agreement, the tetin
"Hazardous Materials" shall an any hazardous or toxic substance, material or waste which is, or becomes
designated as such in the fu re or is regulated by any agency of the United States Government or by any
local governmental autho n `y having jurisdiction, including, without limitation, any substance, material or
waste that is defined or .f signated as a hazardous substance pursuant to the Comprehensive Environmental
Response, Compensa , n and Liability Act, the Resource Conservation and Recovery Act or the Clean
Water Act. Durin_, ' e Term of this Agreement, Licensee shall cause the presence, use, storage and/or
disposal of any Hardous Material, on or under the Property and the Licensed Area by Licensee, its agents,
employees or c ' tractors to be in compliance with all applicable laws, rules, regulations and orders.
Licensee shalt- efend, indemnify, protect and hold Licensor harmless from and against all claims, costs,
fines, judg nts and liabilities, including attorney's fees and costs, arising out of or in connection with the
presence, ' orage, use or disposal of Hazardous Materials on or under the Property or the Licensed Area
caused ..;%the acts, omissions or negligence of Licensee, its agents, employees or contractors. The foregoing
indem r°ty shall survive the expiration or earlier termination of this Agreement.
14. Indemnification.
15. Limitation of Liability.
16. Notices. All notices required or permitted under this Agreement shall be in writing and shall be
deemed effective upon personal delivery, or three (3) days after being deposited in the U.S. Mail, registered
or certified, and postage prepaid, or one (1) day after being deposited with a nationally recognized overnight
- 7 -
courier service. Such notices shall be addressed to the party at the addresses sho below, or at such other
address or addresses as either party shall designate to the other in writing in acc.r dance with this section:
As to Licensor: DT Residential South LLC
With a copy to:
As to Licensee:
Attention:
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, NY 10019
Attention: Carly Saviano s
City of Miami - GS
1390 NW 20t Stre
Miami, FL 33142
Attention: Dire Or
With A copy to: City of Mia c ' — Department of Real Estate and Asset Management
444 SW 2"Ave, 3rd Floor
Miami, F. 33130
Attenti.,' Director
17. Inspection. Licensee shall . 'unit Licensor or its agents, upon providing twenty-four (24) hours'
notice (except in case of actual o suspected emergency, in which event no notice shall be required,
however, Licensor shall endeays; to provide notice to Licensee as soon as reasonably practicable
thereafter), which notice may b-.' ade by written request or by e-mail, access the Licensee Equipment and
the Licensed Area to (a) insps. ' t the Licensee Equipment and/or the Licensed Area, (b) make technical
measurements or tests relate. ' o the Licensee Equipment, (c) perform any obligations of Licensee hereunder
which Licensee has faile. to perform or make any other alterations or repairs, (d) assure Licensee's
compliance with the term and provisions of this Agreement and with all applicable laws, ordinances, codes,
rules and regulations or ,r-) access any breaker or fire alarm panels or other utility boxes and/or systems located
in the Licensed Area; ..,'ovided, however, in conducting any inspection or testing of the License Equipment
or making any other .iterations or restorations to the Licensed Area, neither Licensor nor its agents shall
perform any adjus ents to the Licensee Equipment without Licensee's prior written approval, except as
may permitteerein or as may be reasonably necessary due to an emergency.
18. Subo_. s ination. This Agreement shall be subject to and subordinate to any mortgage or deed to
secure debt r' ade by Licensor which may now or hereafter encumber the Property where the Licensed Area
is located. rf the holder of any such mortgage or deed of trust ("Mortgagee") shall succeed to the rights of
Licensor nder this Agreement whether through possession of the Property or foreclosure action or
otherw'..e, Licensee agrees to attorn to Mortgagee on the same terms and conditions as set forth herein, in
each ase, without further action on the part of any party. Licensee shall execute in timely fashion a
sub c' dination, non -disturbance agreement or such instruments as may reasonably be requested to evidence
th provisions of this section, subject to an administrative fee of five hundred dollars ($500.00) per
strument to be paid to Licensee.
-8-
SUBSTITUTED
19. Assignments and Sublicenses.
(a) Licensee may not assign this Agreement without the prior written co
which consent Licensor may withhold in its sole discretion. Licensee shall not be pe
or share the Licensee Equipment (except as provided in Section 1 hereof) with thi
prior written consent of Licensor, which consent Licensor may withhold in i
discretion.
ent of Licensor,
tted to sublicense
parties without the
sole but reasonable
(b) Licensor shall have the right to freely transfer and assign, io' whole or in part, all of its
rights and obligations hereunder and in the Building and no further liabilit shall accrue against Licensor
hereunder following any such transfer or assignment.
20. Successors and Assigns. This Agreement shall be binding on and inure to the benefit of the
parties, their respective heirs, successors, personal representatives a a peiiuitted assigns.
21. Waiver of Incidental and Conse . uential Dama s es Neither party will assert any claim
whatsoever against the other for loss of anticipatory profits • any other indirect, special, incidental or
consequential damages incurred by such party arising out of F is Agreement.
22. Compliance with Laws. Licensee shall at all t',r' es, and at its sole cost and expense, promptly
comply with all present and future legal requirements, 1 s, ordinances, orders, rules or regulations, permit
conditions and requirements of all federal, state, cou and municipal governments, courts, departments,
commissions, boards, and offices, or any other bo : exercising functions similar to any of those of the
foregoing, which may be applicable to Licensee's e of the Licensed Area, or any part thereof, including,
without limiting the generality of the forego i n'_, legal requirements, laws, ordinances, orders, rules,
regulations and permit conditions pertaining t pollution, environmental protection, air quality and water
quality. Licensee shall procure, at its owexpense, all applicable permits and licenses required in
connection with Licensee's use of the Lice ed Area.
23. Certifications. Licensor may ! `quest that Licensee certify information to a current or prospective
mortgagee or prospective purchaser. uch certification shall be transmitted by Licensee within ten (10)
days after receipt of written reque.' and may be relied upon by Licensor and any such mortgagee or
purchaser, and the contents of the ertificate shall be binding upon Licensee. The certificate may include,
without limitation, (i) the val.]. < `ty, force and effect of this Agreement; (ii) the extent to which this
Agreement has been supplem ted or amended; (iii) the existence of any default; (iv) the existence of any
offsets, counterclaims or def ses; (v) the commencement and expiration dates of the Term, (vi) the amount
of- any -prepaid -sums, -if-a i.licable;- and _(_vii)_any _other matter _as_may reasonably_ be_ requested Such
certification is subject tofive hundred dollar ($500.00) administrative fee to be paid to Licensee for the
production and executi for each such certification.
24. Miscellan
(a) , ' ach party in any litigation arising hereunder shall be responsible for their own attorney' s
fees and cou osts, including appeals, if any.
(b) This Agreement constitutes the entire agreement and understanding of Licensor and
License with respect to the subject matter of this option and rooftop lease, and supersedes all offers,
negoti ions and other agreements. There are no representations or understandings of any kind not set forth
here' . No other contract, oral or otherwise, regarding the subject matter of this Agreement shall be deemed
to ist or bind any of the parties hereto. Any amendments to this Agreement must be in writing and
e 'ecuted by Licensor and Licensee.
-9-
(c) Neither Licensor nor Licensee is represented by a broker in this tran ,- ction and each party
shall hold the other party harmless from any claims for commission by any broker. r e foregoing provision
shall survive the expiration or earlier termination of the Agreement.
(d) This Agreement shall be construed in accordance with the la
venue for any claim, cause, or action resulting from the terms of this
competent jurisdiction in Miami -Dade County, Florida.
of the state of Florida. The
eement shall be a court of
(e) Notwithstanding any provision provided in this A. ement to the contrary, Licensee
acknowledges that this Agreement shall not be construed in any ma .e`er to transfer to Licensee an interest
in real estate.
(f) If any term of this Agreement is found to be voor invalid, such invalidity shall not affect
the remaining terms of this Agreement, which shall continue full force and effect.
(g) This Agreement may be executed in tw or more counterparts, all of which shall be
considered one and the same agreement and shall beco e effective when one or more counterparts have
been signed by each of the parties, it being understoo .>'hat all parties need not sign the same counterpart.
The parties agree that a scanned or electronically rroduced copy or image of this Agreement shall be
deemed an original. The parties shall be entitleo sign and transmit an electronic signature on this
Agreement (whether by facsimile, PDF or other ail transmission), which signature shall be binding on
the party whose name is contained therein. Any .arty providing an electronic signature agrees to promptly
execute and deliver to the other parties an on y `nal signed Agreement upon request.
(h) The Licensee is entering o this Agreement in its proprietary capacity and does not hereby
grant or waive any of its rights as a soveign entity, , . The Licensee reserves its privileges and does not
waive its protection afforded to it by S ton 768.28 of the Florida Statutes or other applicable laws.
IGNATURE PAGES FOLLOWING)
- 10 -
SUBSTITUTED
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as the date first
written above.
LICENSOR:
WITNESS: DT Residential South LLC, r Delaware limited liability
company
Print Name
Print Name
By: _
Print Name:
Title:
Date:
ATTEST: LICENSEE: CITY OF MIAMI, a municipal
corporation of the State of Florida
By: By:
Todd B. Hannon Arthur Noriega V
City Clerk City Manager
APPROVED AS TO <' SURANCE APPROVED AS TO LEGAL FORM &
REQUIREMENTS• ' CORRECTNESS:
By: By:
Ann-
Ris
arie Sharpe, Director
anagement Department
Victoria Mendez
City Attorney
SUBSTITUTED
EXHIBIT "A"
Description of the Property
SOUTH TOWER PROPERTY LEGAL D CRIPTION
Residential South Eleme
R S-G2 (Residential South Ground 2):
A portion of TRACT C, FLAGLER GRAN CENTRAL STA j'ON, according to the plat thereof, as
recorded in Plat Book 170, at Page 41, of the Public Record . `.f Miami -Dade County, Florida, being more
particularly described as follows:
COMMENCE at the Southwest corner of said TRACT , thence South 89°53'38" East along the South
boundary of said TRACT C, a distance of 35.91 feet; t .rnce North 00°06'22" East, a distance of 564.65
feet to the POINT OF BEGINNING; thence North 00''' 1'49" West, for a distance of 7.07 feet to the point
of curvature, concave to the Southeast, having as it : lements a radius of 169.86 feet and a central angle
of 17°31'34", a radial line through said point bear orth 41 °16'53" West; thence Northeasterly along said
curve, for an arc distance of 51.96 feet to a poin f non -tangency; thence South 00°11'49" East, a
distance of 20.61 feet; thence North 89°48' 11" `` ast, a distance of 16.19 feet; thence South 00°11'49"
East, a distance of 14.12 feet; thence South 8°'48' 11" West, a distance of 59.92 feet to the POINT OF
BEGINNING.
LESS AND EXCEPT and specifically exuded from the aforesaid parcel is the portion thereof lying
above a horizontal plane at elevation 32.s 0 feet (North American Vertical Datum of 1988).
And
R S-G3 (Residential South Groun i;" ):
A portion of TRACT C, FLAGLE GRAN CENTRAL STATION, according to the plat thereof, as
recorded in Plat Book 170, at Pa 41, of the Public Records of Miami -Dade County, Florida, being more
particularly described as follow
COMMENCE at the Southw- corner of said TRACT C; thence South 89°53'38" East along the South
boundary of said TRACT C, distance of 29.40 feet; thence North 00°06'22" West, a distance of 440.12
feet to the POINT OF BE f" NNING; thence North 00°11'49" West, a distance of 34.50 feet; thence North
89°48' 11" East, a distan of 9.92 feet; thence South 00°11'49" East, a distance of 28.83 feet; thence
North 89°48' 11" East, distance of 29.17 feet; thence North 00°11'49" West, a distance of 38.63 feet;
thence South 89°48' West, a distance of 21.33 feet; thence North 00°11'49" West, a distance of 66.87
feet; thence North °48' 11" East, a distance of 49.33 feet; thence South 00°11'49" East, a distance of
54.85 feet; thence ' orth 89°48' 11" East, a distance of 46.90 feet; thence South 00°11'49" East, a distance
of 8.17 feet; the f e North 89°48' 11" East, a distance of 42.05 feet; thence South 00°11'49" East, a
distance of 56 .' 5 feet. thence South 89°48' 11" West, a distance of 19.33 feet; thence North 00°11'49"
West, a dist.,, ce of 14.54 feet; thence South 89°48' 11" West, a distance of 17.92 feet; thence South
00°11'49" ast, a distance of 18.06 feet; thence South 89°48' 11" West, a distance of 5.52 feet; thence
South 00 1'49" East, a distance of 27.23 feet; thence South 89°48' 11" West, a distance of 22.66 feet;
thence •.uth 00°11'49" East, a distance of 5.25 feet; thence South 89°48' 11" West, a distance of 12.75
feet; t ence North 00°11'49" West, a distance of 25.16 feet; thence North 89°48' 11" East, a distance of
7.08 eet; thence North 00°11'49" West, a distance of 6.59 feet; thence North 89°48' 11" East, a distance
of >.33 feet; thence North 00°11'49" West, a distance of 7.78 feet; thence South 89°48' 1 l" West, a
tance of 16.75 feet; thence North 00°11'49" West, a distance of 32.04 feet; thence South 89°48' 11"
est, a distance of 6.25 feet; thence South 00°11'49" East, a distance of 15.00 feet; thence South
89°48' 11" West, a distance of 12.58 feet; thence South 00°11'49" East, a distance of 31.42 feet; thence
South 89°48' 11" West, a distance of 14.12 feet; thence North 00°11'49" West, a distance of 16.00 feet;
thence South 89°48' 11" West, a distance of 10.87 feet; thence North 00°11'49" West, a distance of 2.83
feet; thence South 89°48' 11" West, a distance of 29.75 feet to the POINT OF BEGINNING.
LESS AND EXCEPT and specifically excluded from the aforesaid parcel is the portion thereof lying
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W
1-
above a horizontal plane at elevation 32.00 feet (North American Vertical Datum of 1988).
And
R S-G4 (Residential South Ground 4):
A portion of TRACT C, FLAGLER GRAN CENTRAL STATION, according to the . at thereof, as
recorded in Plat Book 170, at Page 41, of the Public Records of Miami -Dade Coun Florida, being more
particularly described as follows:
COMMENCE at the Southwest corner of said TRACT C; thence South 89°53'3:;' East along the South
boundary of said TRACT C, a distance of 29.38 feet; thence North 00°06'22" '. st, a distance of 402.58
feet to the POINT OF BEGINNING; thence North 00°11'49" West, a distan of 12.71 feet; thence North
89°48' 11" East, a distance of 10.14 feet; thence South 00°11'49" East, a di nee of 12.71 feet; thence
South 89°48'11" West, a distance of 10.14 feet to the POINT OF BEG +ING.
LESS AND EXCEPT and specifically excluded from the aforesaid par %--l•is the portion thereof lying
above a horizontal plane at elevation 32.00 feet (North American Ver cal Datum of 1988).
And
R S-G5 (Residential South Ground 5):
A portion of TRACT C, FLAGLER GRAN CENTRAL STATIf , according to the plat thereof, as
recorded in Plat Book 170, at Page 41, of the Public Records •„ Miami -Dade County, Florida, being more
particularly described as follows:
COMMENCE at the Southwest corner of said TRACT C; :' ence South 89°53'38" East along the South
boundary of said TRACT C, a distance of 84.81 feet; th-., ce North 00°06'22" East, a distance of 283.57
feet to the POINT OF BEGINNING; thence North 00° '49" West, a distance of 27.67 feet; thence North
89°48' 11" East, a distance of 14.29 feet; thence Sout r 00°11'49" East, a distance of 27.00 feet; thence
South 89°48' 11" West, a distance of 4.79 feet; the : e South 00°11'49" East, a distance of 0.67 feet;
thence South 89°48' 11" West, a distance of 9.50 ' et to the POINT OF BEGINNING.
LESS AND EXCEPT and specifically exclude. rom the aforesaid parcel is the portion thereof lying
above a horizontal plane at elevation 32.00 fe (North American Vertical Datum of 1988).
And
R S-Ml (Residential South Mezzanine
A parcel being a portion of TRACT C, . ' AGLER GRAN CENTRAL STATION, according to the plat
thereof, as recorded in Plat Book 170, :: t Page 41, of the Public Records of Miami -Dade County, Florida,
having as its lower boundary a hori tal plane at elevation 32.00 feet (North American Vertical Datum
of 1988) and having as its upper b►,,,• ndary a horizontal plane at elevation 86.00 feet (North American
Vertical Datum of 1988), the pe '` etrical boundaries of which are more particularly described as follows:
COMMENCE at the Southwes.:`corner of said TRACT C; thence South 89°53'38" East along the South
boundary of said TRACT C, distance of 120.93 feet; thence North 00°06'22" East, a distance of 401.85
feet to the POINT OF BE ,' ING; thence North 00°11'49" West, a distance of 12.42 feet; thence North
89°48' 11" East, a distanc of 12.17 feet; thence North 00°11'49" West, a distance of 6.42 feet; thence
North 89°48' 11" East, .,'distance of 9.83 feet; thence South 00°11'49" East, a distance of 18.83 feet;
thence South 89°48' 1 West, a distance of 22.00 feet to the POINT OF BEGINNING.
And
R S-M3 (Reside
A parcel being
thereof, as rec
having as its
of 1988) a
Vertical
COM
boun
fee
al South Mezzanine 3):
ortion of TRACT C, FLAGLER GRAN CENTRAL STATION, according to the plat
ded in Plat Book 170, at Page 41, of the Public Records of Miami -Dade County, Florida,
ower boundary a horizontal plane at elevation 32.00 feet (North American Vertical Datum
having as its upper boundary a horizontal plane at elevation 86.00 feet (North American
atum of 1988), the perimetrical boundaries of which are more particularly described as follows:
NCE at the Southwest corner of said TRACT C; thence South 89°53'38" East along the South
ry of said TRACT C, a distance of 77.90 feet; thence North 00°06'22" East, a distance of 482.51
o the POINT OF BEGINNING; thence North 00°11'49" West, a distance of 7.93 feet; thence South
8 •'' 48' 11" West, a distance of 7.96 feet; thence North 00°11'49" West, a distance of 61.08 feet; thence
orth 89°48' 11" East, a distance of 26.33 feet; thence South 00°11'49" East, a distance of 69.01 feet;
-3-
thence South 89°48' 11" West, a distance of 18.37 feet to the POINT OF BEGINNING.
And
R S-M4 (Residential South Mezzanine 4):
A parcel being a portion of TRACT C, FLAGLER GRAN CENTRAL STATION, according t• ;"' e plat
thereof, as recorded in Plat Book 170, at Page 41, of the Public Records of Miami -Dade Coue, , Florida,
having as its lower boundary a horizontal plane at elevation 32.00 feet (North American V= ical Datum
of 1988) and having as its upper boundary a horizontal plane at elevation 86.00 feet (No .' American
Vertical Datum of 1988), the perimetrical boundaries of which are more particularly d ribed as follows:
COMMENCE at the Southwest corner of said TRACT C; thence South 89°53'38" E. along the South
boundary of said TRACT C, a distance of 75.74 feet; thence North 00°06'22" East, r.' distance of 421.53
feet to the POINT OF BEGINNING; thence North 00°11'49" West, a distance of:.`9.00 feet; thence North
89°48'11" East, a distance of 8.51 feet; thence South 00°11'49" East, a distanc ;rf 19.00 feet; thence
South 89°48'l 1" West, a distance of 8.51 feet to the POINT OF BEGINNIN
And
R S-M5 (Residential South Mezzanine 5):
A parcel being a portion of TRACT C, FLAGLER GRAN CENTRAL ATION, according to the plat
thereof, as recorded in Plat Book 170, at Page 41, of the Public Rec•, s of Miami -Dade County, Florida,
having as its lower boundary a horizontal plane at elevation 32.00 t'-et (North American Vertical Datum
of 1988) and having as its upper boundary a horizontal plane at-.a'evation 46.04 feet (North American
Vertical Datum of 1988), the perimetrical boundaries of whic e more particularly described as follows:
COMMENCE at the Southwest corner of said TRACT C; t .`; ce South 89°53'38" East, along the South
boundary of said TRACT C, a distance of 120.89 feet; the e North 00°06'22" East, a distance of 419.15
feet to the POINT OF BEGINNING; thence North 00° 1 49" West, a distance of 7.44 feet; thence North
89°48' 11" East, a distance of 4.79 feet; thence South O11'49" East, a distance of 7.44 feet; thence
South 89°48' 11" West, a distance of 4.79 feet to the 'DINT OF BEGINNING.
And
R S-M6 (Residential South Mezzanine 6):
A parcel being a portion of TRACT C, FLAG ;: ` R GRAN CENTRAL STATION, according to the plat
thereof, as recorded in Plat Book 170, at Pa 41, of the Public Records of Miami -Dade County, Florida,
having as its lower boundary a horizontal ane at elevation 32.00 feet (North American Vertical Datum
of 1988) and having as its upper bound a horizontal plane at elevation 86.00 feet (North American
Vertical Datum of 1988), the perime ' ' `al boundaries of which are more particularly described as follows:
COMMENCE at the Southwest co r of said TRACT C; thence South 89°53'38" East, along the South
boundary of said TRACT C, a dis nce of 120.78 feet; thence North 00°06'22" East, a distance of 436.18
feet to the POINT OF BEGINN G; thence North 00°11'49" West, a distance of 34.17 feet; thence North
89°48' 11" East, a distance of '1.32 feet; thence South 00°11'49" East, a distance of 34,17 feet; thence
South 89°48' 11" West, a di:; ance of 19.32 feet to the POINT OF BEGJNNING.
And
R S-P4 (Residential S s 'th Platform 4):
A parcel being a port',:: of TRACT C, FLAGLER GRAN CENTRAL STATION, according to the plat
thereof, as recorder: n Plat Book 170, at Page 41, of the Public Records of Miami -Dade County, Florida,
having as its low boundary a horizontal plane at elevation 46.04 feet (North American Vertical Datum
of 1988) and h ing as its upper boundary a horizontal plane at elevation 86.00 feet (North American
Vertical Da x` of 1988), the perimetrical boundaries of which are more particularly described as follows:
COMMEN(' at the Southwest corner of said TRACT C; thence South 89°53'38" East, along the South
boundary f said TRACT C, a distance of 120.86 feet; thence North 00°06'22" East, a distance of 423.91
feet to e POINT OF BEGINNING; thence North 00°11'49" West, a distance of 4.69 feet; thence North
89°4 11" East, a distance of 5.30 feet; thence South 00°11'49" East, a distance of 4.69 feet; thence
So 89°48' 11" West, a distance of 5.30 feet to the POINT OF BEGINNING.
d
S-P5 (Residential South Platform 5):
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SUBSTITUTED
A parcel being a portion of TRACT C, FLAGLER GRAN CENTRAL STATION, accordin to the plat
thereof, as recorded in Plat Book 170, at Page 41, of the Public Records of Miami -Dade C ` nty, Florida,
having as its lower boundary a horizontal plane at elevation 46.04 feet (North American '' ertical Datum
of 1988) and having as its upper boundary a horizontal plane at elevation 86.00 feet ,rth American
Vertical Datum of 1988), the perimetrical boundaries of which are more particularly escribed as follows:
COMMENCE at the Southwest corner of said TRACT C; thence South 89°53'38" st, along the South
boundary of said TRACT C, a distance of 66.98 feet; thence North 00°06'22" Ea a distance of 283.48
feet to the POINT OF BEGINNING; thence North 00° 11'49" West, a distance 16.50 feet; thence North
89°48' 11" East, a distance of 11.61 feet; thence South 00°11'49" East, a dist..,jce of 16.50 feet; thence
South 89°48' 11" West, a distance of 11.61 feet; to the POINT OF BEG G.
And
R S-T1 (Residential South Tower 1):
A parcel being a portion of TRACT C, FLAGLER GRAN CENTRA
thereof, as recorded in Plat Book 170, at Page 41, of the Public Rec
having as its lower boundary a horizontal plane at elevation 86.00
of 1988) and having as its upper boundary a horizontal plane at
Vertical Datum of 1988), the perimetrical boundaries of whic
COMMENCE at the Southwest corner of said TRACT C; th
boundary of said TRACT C, a distance of 157.90 feet; the
TRACT C, North 00°34'55" West, a distance of 115.02 f
continue along the West boundary of said TRACT C N
the point of intersection with a curve concave to the
feet and a central angle of 17°23'20", a radial line t
Northeasterly, along said curve, for an arc distant
of 64.31 feet; thence North 00° 11'49" West, a d'
curve concave to the Southeast, having as its
10°42'51", a radial line through said point b
curve, and along the Northerly boundary o
compound curvature with a curve conca
and a central angle of 09°30'46"; thenc
to a point of non -tangency with a lin
of 14.89 feet; thence South 00°00'5
distance of 18.61 feet; thence So
West, a distance of 188.98 feet
And
R S-T2 (Residential Sout
A- parcel -being -a- portion
thereof, as recorded in
having as its lower bo
of 1988) and havin
Vertical Datum o
COMMENCE a
boundary of s
TRACT C,
continue a
thence N
feet; t
And
R 3 (Residential South Tower 3):
arcel being a portion of TRACT C 1, FLAGLER GRAN CENTRAL STATION, according to the plat
ereof, as recorded in Plat Book 170, at Page 41, of the Public Records of Miami -Dade County, Florida,
TATION, according to the plat
ds of Miami -Dade County, Florida,
et (North American Vertical Datum
vation 161.75 feet (North American
re more particularly described as follows:
ce North 00°00'47" West along the West
e continuing along the West boundary of said
to the POINT OF BEGINNING; thence
th 00°34'55" West, a distance of 248.71 feet to
theast, having as its elements a radius of 165.67
ugh said point bears North 64°51'29" West; thence
of 50.28 feet; thence North 89°48' 11" East, a distance
ance of 43.00 feet to the point of intersection with a
ments a radius of 165.67 feet and a central angle of
rs North 20°27'51" West; thence Northeasterly along said
said TRACT C, for an arc distance of 30.98 feet to a point of
to the Southeast, having as its elements a radius of 211.41 feet
ortheasterly along said curve, for an arc distance of 35.10 feet
thence North 89°57'46" East along said non -tangent line, a distance
' West, a distance of 4.38 feet; thence North 89°57'46" East, a
00°11'49" East, a distance of 339.63 feet; thence South 89°48'11"
the POINT OF BEGINNING.
ower 2):
TRACT,-FLAGLER GRANCENTRAL -STATION, -according to- the _plat
at Book 170, at Page 41, of the Public Records of Miami -Dade County, Florida,
dary a horizontal plane at elevation 161.75 feet (North American Vertical Datum
s its upper boundary a horizontal plane at elevation 516.83 feet (North American
988), the perimetrical boundaries of which are more particularly described as follows:
e Southwest corner of said TRACT C; thence North 00°00'47" West, along the West
TRACT C, a distance of 157.90 feet; thence continuing along the West boundary of said
rth 00°34'55" West, a distance of 224.06 feet to the POINT OF BEGINNING; thence
ng the West boundary of said TRACT C North 00°34'55" West a distance of 100.00 feet;
rth 89°48'11" East, a distance of 190.39 feet; thence South 00°11'49" East, a distance of 100.00
ce South 89°48'11" West, a distance of 189.72 feet to the POINT OF BEGINNING.
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SUBSTITUTED
having as its lower boundary a horizontal plane at elevation 119.00 feet (North American
of 1988) and having as its upper boundary a horizontal plane at elevation 157.08 feet (N
Vertical Datum of 1988), the perimetrical boundaries of which are more particularly d
COMMENCE at the most Northwesterly corner of said TRACT Cl; thence North 89
the North boundary of said TRACT Cl, a distance of 5.24 feet to the POINT OF B
continuing along the North boundary of said TRACT Cl, North 89°48'11" Eas
to the point of intersection with a curve concave to the Southeast, having as its
187.33 feet and a central angle of 07°04'40", a radial line through said point b
thence Southwesterly, along said curve, for an arc distance of 23.14 feet; th
distance of 5.68 feet to the POINT OF BEGINNING.
-6-
rtical Datum
h American
ribed as follows:
8'11" East along
INNING; thence
istance of 22.42 feet
ments a radius of
rs North 10°51'50" West;
ce North 00°11'49" West, a
SUBSTITUTED
EXHIBIT "B"
Description of the Licensed Area
Roof
[TO BE ATTACHED]
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4.
a ,
��f
_ 11
—8—
EXHIBIT "C"
List of Licensee Equipment
Communication equipment (i.e., Bi-Directional Amplifier, Distributed Antenna Sy em and Radio
Frequency equipment) for first responders
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0
W
H
I--
m
n
cn