DAS Facility Use Agreement with Crown Castle Solutions LLC •
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DAS FACILITY USE AGREEMENT
by and between
• City of Miami Beach
and
• Crown Castle Solutions LLC
Dated jqq ua r y 2.7 , 2017
•
F:\ATTO\TORG\Agreements\Miami Bach Convention Center DAS Facility Agreement\january 18,2017\City of Miami Beach DAS Facility
Use Agreement City Final 01-18-2017 5 00 pm.docx /� �t
DAS Facility Use Agreement Contract ID# /1 9 y /o7 5
Licensor: City of Miami Beach Licensee: Crown Castle Solutions LLC
TABLE OF CONTENTS
1. Definitions 1-4
- 2. Grant of License 4-6
3. Term 6
4. Fees 6-7
5. Maintenance and Examination of Records;Reports;Public Records Requests 7
6. Taxes/Licenses 7 •
7. Construction and Operation of the System 7-10
8. Removal and Relocation of Attachments 10-11
9. Insurance;Casualty.. 11-12
10.Indemnity .12
11.Eminent Domain 13
12.Default 13-14
13.Assignment 14
• 14.Mechanic's Liens 15
15.Notice 15
16.The City's Right to Terminate for Convenience 15
•
17.Performance Bond or Alternate Security 15
18.Licensee's Compliance with Public Records Law 16-17
19.No Discrimination 18
• 20.Miscellaneous 18-19 •
SCHEDULES:
Schedule 1 Property
Schedule 2 Existing Agreements
EXHIBITS:
Exhibit A Sample DAS Order
Exhibit 1 Network Description
Exhibit 2 Node Equipment and Locations
Exhibit 3 Hub Site
Exhibit 4 Fiber Network
• Exhibit B Notification of Removal by Licensee
Exhibit C Fiber Network Standards
• Exhibit D DAS Fiber Optics Test MOP
Exhibit E Affidavit of Trade Secret Certification •
DAS Facility Use Agreement Contract ID#
Licensor: City of Miami Beach Licensee: Crown Castle Solutions LLC
•
DAS FACILITY USE AGREEMENT
•
THIS DAS FACILITY USE AGREEMENT (the "Agreement") is entered into as of the date fully
executed below("Effective Date"), by and between City of Miami Beach, a Florida Municipal Corporation ("the
City"), and Crown Castle Solutions LLC, a Delaware limited liability company, authorized to do business in
Florida("Licensee").
•
RECITALS
A. WHEREAS, the City is the owner of the property identified in Schedule I hereto, including certain buildings
and grounds(the"Property"), which Property includes buildings,utility infrastructure,signage, light standards,
Fiber Network(if applicable)and other improvements(herein"Structures");and
B. WHEREAS, the City desires (i)to enhance the wireless communications services available at the Property
• through a more comprehensive solution on the conditions agreed to herein; (ii)to rely on the resources and
experience of Licensee to manage access to the Property and the Structures by the use of common facilities for
all Wireless Carriers to minimize redundant use of the Structures and minimize the visual impact thereon; and
(iii)to avoid unnecessary disruption and administrative burdens for the City's business and operations;and
C. WHEREAS,Licensee proposes to use a portion of certain of the City's Structures and Property for the purposes
of creating, operating and maintaining a small cell wireless communications network, including distributed
antenna system("DAS"),available for hire from Licensee by Wireless Carriers for use on or about the Property;
and
D. WHEREAS,the City is authorized to grant one or more licenses to Licensee to make Attachments to the City's
Structures and to occupy a certain portion of the Property in accordance with the terms of this Agreement;and •
• NOW,THEREFORE, in consideration of the mutual covenants, terms and conditions herein contained,
the-Parties hereto do hereby covenant and agree as follows:
AGREEMENT
1. Definitions. For all purposes of this Agreement,the following terms shall be defined as follows:
a. Additional Services shall have the meaning set forth in Section 2.e.
b. Affiliate shall mean any entity which directly or indirectly controls, is controlled by or is under
common control with the referenced entity.
c. Agent shall mean any directors, trustees, officers, employees, affiliates, agents, assigns, successors,
representatives,contractors or subcontractors of a Party.
d. Agreement shall mean this DAS Facility Use Agreement and all DAS Orders executed hereunder, each
as amended.
e. Alternate Location shall have the meaning set forth in Section 8.b.
f. Approved Use shall have the meaning set forth in Section 2.
g. Attach shall mean to install, connect or construct Attachments on, at or in a Structure pursuant to a
DAS Order.
h. Attachments as used herein shall include antenna, wire,fiber optic,telecommunications and/or coaxial
cable, Nodes and other wireless communications equipment attached and maintained upon a Structure
pursuant to a DAS Order.
i. Carrier Agreement shall mean a binding contractual commitment between Licensee and a Wireless
Carrier to utilize the System.
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j. Carrier Fee shall have the meaning set forth in Section 4.c.
k. City Commission shall mean the governing and legislative body of the City.
1. City Manager shall mean the chief executive officer of the City.
m. Cure Period shall have the meaning set forth in Section 12.a.ii.
n. DAS Order shall have the meaning set forth in Section 2. "DAS Order" shall also refer to amended •
DAS Orders.
o. Dedicated Fiber Network shall mean the portion of the Fiber Network which has been identified and
dedicated for Licensee's use through a DAS Order.
p. Effective Date shall mean the date set forth in the Preamble.
•
• q. Environmental Law shall mean any Law regulating the presence of Hazardous Materials on or relating •
to the Property, including the Solid Waste Disposal Act, 42 U.S.C. § 6901 et seq.; the Comprehensive •
Environmental Response, Compensation, and Liability Act of 1980, 42 U.S.C. §9601 et seq., as
amended by the Superfund Amendments and Reauthorization Act of 1986; the Federal Water Pollution
• Control Act, 33 U.S.C. § 1251 et seq.; the Clean Air Act, 42 U.S.C. § 7401 et seq., the Toxic
• Substances Control Act, 15 U.S.C. § 2601 et seq.; the Safe Drinking Water Act, 42 U.S.C. §300f et
• seq.;or state,commonwealth or local Law analogous thereto.
r. Existing Agreements shall mean the agreements identified in Schedule 2 hereto, which affect the
Property, including any agreements between a Wireless Carrier and the City for the operation of •
•
Wireless Carrier facilities on the Property and any Operating Agreements in full force and effect as of
the Effective Date.
s. FCC shall have the meaning set forth in Section 8.e.
t. Fiber Network shall mean dark fiber capacity on the City's fiber optic network or related or unrelated
conduit installed throughout the Property and owned by the City.
u. Fiber Network Standards are set forth in Exhibit C hereto.
v. Force Majeure shall mean any event beyond the control of either Party and which is relied upon by •
either Party as justification for delay in, or as excuse from complying with, any obligation required'of -
the Party under this Agreement; including, but not limited to: (i)an act of God, war, terrorism,
landslide, lightning, earthquake, fire, explosion, storm, flood or similar occurrence; (ii)any act of any
federal, state, county or local court, administrative agency or governmental office or body that stays, •
invalidates or otherwise affects this Agreement, the operation of, or any permits or licenses associated
with or related to, the obligations hereunder; (iii)the adoption or change (including a change in
interpretation or enforcement) of any federal, state, county or local law, rule, permit, regulation or
ordinance after the date of execution of this Agreement, applicable to the obligations hereunder,
including, without limitation, such changes that have a substantial or material adverse effect on the cost
of performing the obligations herein; (iv)any work stoppages, strikes, picketing, labor dispute, or
similar activities at the Property; (v)the institution of a legal or administrative action or similar
proceeding by any person or entity that delays or prevents any aspect of the obligations to be performed
by either Party hereunder.
w. GAAP shall have the meaning set forth in Section 5.a.
x. Government Authority shall mean the United States of America, the state,commonwealth,tribal unit,
county,parish,town,or other municipality in which the Property is located and any governmental entity
exercising executive, legislative,judicial,regulatory or administrative functions of,over or pertaining to
the System or the Property.
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y. Government Permits shall mean all certificates, permits or other approvals which may be required
from any Government Authority necessary for the construction and operation of the System.
z. Hazardous Materials shall mean (i)any explosive or radioactive substances or waste, petroleum or
petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls; (ii)any
`hazardous substances,' `extremely hazardous substance,' `hazardous chemical,' `toxic chemical,'
`hazardous waste' or `pollutant,' each as defined under Environmental Law; and (iii)any substance or
waste regulated under any Environmental Law.
aa. Hub Site shall mean the exterior or interior space licensed by the City to Licensee and identified in a
DAS Order: (i)for the installation of Licensee's equipment for the operation and control of the System;
and (ii)to be licensed to Wireless Carriers for the placement and operation of their equipment required
for use of the System.
bb. Initial Fee shall have the meaning set forth in Section 4.a.
•
cc. Laws shall mean any administrative,judicial, legislative or other statute, law, ordinance, Government
Permit, regulation, rule, order, decree, written pronouncement, writ, award or decision of any •
Government Authority.
dd. Licensee's Fiber shall have the meaning set forth in Section 7.b.
• ee. Licensed Structure shall mean a Structure upon which an Attachment has been made,pursuant to the
Parties' mutual agreement, execution and delivery of a DAS Order, and is maintained thereupon by
• Licensee pursuant to this Agreement.
ff Licensee shall have the meaning set forth in the Preamble.
•
gg. MBCC Renovations shall have the meaning set forth in Section 7.a.
• - hh. Node shall mean a radio access node of the System,generally consisting of an antenna,equipment box,
cabling connecting the antenna and equipment box and related attachments.
ii. Objectives shall have the meaning set forth in Section 2.e.
•jj. Operating Agreement(s)shall mean any management agreement which may be executed from time to '
time between the City and a managing entity in connection with the management and operation of the
•
Property. Licensee acknowledges that the managing entity, as Agent of the City, and among other. -
responsibilities, may enter into agreements with third parties relating to the operation and use of the
Property; however, said managing entity shall not have authority to execute agreements in connection
with the Approved Use, which contracting authority has been delegated to Licensee pursuant to this,
Agreement. The Operating Agreement in existence as of the Effective Date of this Agreement,
identified in Schedule 2,a copy of which has been provided to Licensee prior to the Effective Date.
kk. Parties or Party shall mean the City and Licensee.
11. Person shall mean any individual, corporation, partnership, joint venture, association, joint-stock
company,trust, limited liability company, unincorporated organization or government or any agency or
political subdivision thereof.
mm. Primary Purpose shall have the meaning set forth on Schedule 1 hereto.
nn. Property shall have the meaning set forth in the Recitals.
oo. Proposal shall have the meaning set forth in Section 2.e.
pp. Radio Space shall be the locations on, in or at a Licensed Structure to be occupied by any Attachments
for the operation of the System,including the Hub Site space.
•
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•
qq. Recurring Fee shall have the meaning set forth in Section 4.b.
rr. Report shall have the meaning set forth in Section 5.b.
ss. Revenue Share Reimbursement shall mean any capital contribution, whether recurring or non-
recurring, which may (or may not) be paid by a Wireless Carrier to Licensee, at any time, to cover
construction or installation costs of the System. The Revenue Share Reimbursement is separate from
the Recurring Fee paid by Licensee to the City. For the avoidance of doubt, the City shall not receive
any portion of the Revenue Share Reimbursement from Licensee.
tt. RF shall mean radio frequency energy,whether or not associated with operation of the System.
uu. Structure Manager means the City's designated manager (as designated in writing by the City
Manager) for managing and administering, on behalf of the City, the Attachments, System and
administration of visual impact and aesthetics provisions of this Agreement.
vv. Structures shall have the meaning set forth in the Recitals.
ww.System shall mean collectively the small cell network,including DAS, constructed by Licensee under a •
•
DAS Order for the purpose of providing RF coverage on or about the Property, including Licensee's
• System equipment at the Radio Space and all Attachments, power lines, coaxial, fiber optic and
telecommunications cables and other associated equipment, including equipment owned and operated
by Wireless Carriers,located at a Radio Space throughout the Property and at the Hub Site and operated
by Licensee on a commercial, for-profit basis to provide services to Wireless Carriers for use on or •
about the Property.
xx. Term shall have the meaning set forth in Section 3.
yy. Term Commencement Date shall mean the date that the Threshold Wireless Carrier is obligated to
commence making recurring payments under a Carrier Agreement, but in no event later than one
. hundred eighty(180)days from the date in which the City secures a temporary certificate of occupancy
or a certificate of occupancy,whichever occurs first.
zz. The City shall have the meaning set forth in the Preamble.
aaa.Threshold Wireless Carrier shall have the meaning set forth in Section 7.
•
bbb.Unapproved Use shall have the meaning set forth in Section 2.
ccc.Wireless Carrier shall mean a wireless services provider offering communications services to the
public, including commercial mobile radio service (CMRS), cellular, personal communications service
(PCS), wireless broadband, telematics and wireless data carriers. The City shall not be considered a
Wireless Carrier to the extent it provides any such services for its own internal use.
2. Grant of License. On the terms set forth in this Agreement and from time to time upon the Parties' mutual
agreement, execution and delivery of a DAS Order substantially in the form attached to this Agreement as
Exhibit A (a "DAS Order"), the City will grant to Licensee, and Licensee will receive from the City a
license to use: (a)the Radio Space described therein and (b)if applicable, the Fiber Network in the •
quantity and length identified in such DAS Order. The City agrees, subject to the conditions in this
Agreement, that, by way of the DAS Order, it will permit Licensee, at Licensee's sole cost, (i)to place,
operate and maintain Attachments within the Radio Space on Licensed Structures in order to operate its
System, and (ii)if applicable, to use the Fiber Network as a transmission medium to provide
communication services and lit fiber transport capacity as appropriate for the operation of the System.
Licensee agrees that its Attachments will be used only in connection with Licensee's construction, •
operation and maintenance of the System, in connection with the service Licensee is providing pursuant to
this Agreement (the "Approved Use"), and not in connection with providing any services not otherwise
described herein ("Unapproved Use"). Licensee's use of the Radio Space or Licensed Structure for an
Unapproved Use shall be considered a material default under this Agreement, and should Licensee fail to
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•
cure said default in accordance with Section 12 herein, the City shall be entitled to seek the remedies
prescribed in Section 12 herein. Additionally, notwithstanding any other terms of this Agreement, the City
shall be entitled to seek immediate relief, whether at law or equity, to restrain such Unapproved Use. The
City reserves the right to withhold consent to any DAS Order which the City, in its sole but reasonable
discretion, deems will conflict with the Primary Purpose of the Property, is contrary to the terms of this
Agreement,affects the aesthetics of the Property,or will have a detrimental effect upon the health,safety or
welfare of the community.
• a. System Additions. Licensee shall have the right to (i)attach to any additional Structure; or (ii)add
additional Attachments to any Structure; and, if applicable, use additional portions of the Fiber
Network, upon the Parties' execution of a mutually acceptable amended DAS Order. Subject to the
terms and conditions of this Agreement including, without limitation, Sections 2.b,2.e and 2.1,
Licensee shall have exclusive right to the use of the Licensed Structures for the purpose of operating
the System on the Property.
b. Limitations/Subordination of Interest. Notwithstanding anything to the contrary contained in this
Agreement, Licensee expressly recognizes that the Structures are used and are to continue to be used
by the City for the Primary Purpose, and that Attachments are and will continue to be secondary and •
subordinate to the City's use of its Structures for its Primary Purpose. Regardless of its duration,
Licensee's use of the Radio Space and the Licensed Structures shall not vest in Licensee any ownership
rights in the Radio Space or Licensed Structures. In addition to the Existing Agreements with Wireless
Carriers, as identified in Schedule 2 hereto, the right to Attach herein granted shall at all times be
• subject to any pre-existing or on-going contracts and arrangements (including Operating Agreements
in connection with the management and operation of the Property for its Primary Purpose), written
notice of which the City shall endeavor to provide to Licensee in advance of the Parties' executing a
DAS Order. At any time during the Term, Licensee may request, in writing, that the City provide
Licensee with written confirmation as to any Operating Agreement or other agreement in effect that
impacts or potentially impacts Licensee's System or rights granted herein. The current Operating
Agreement for the Property is described in Schedule 2 hereto. Nothing herein contained shall be
• construed to compel the City to maintain any of its Structures for a period longer than is necessary for
its Primary Purpose.
c. Consents. The City represents, upon execution of a resolution authorizing the Agreement, that it is
• authorized to grant to Licensee the right to Attach and that the City has authorized the Structure
Manager to grant DAS Orders on its behalf consistent with the terms of this Agreement. No consent or
approval of any third party is necessary for The City to execute this Agreement or perform the
obligations hereunder for the Term of this Agreement. Licensee will be responsible at its expense for
securing all Government Permits necessary for the installation and operation of the System.
d. Exclusive Marketing Rights. The City hereby designates Licensee as the point of contact regarding
discussions and dealings with Wireless Carriers in connection with their wireless telecommunication
needs at the Property, including siting, installation, development, use and management thereof,
whether by distributed antenna system,rooftop,tower or otherwise. The City shall require all Wireless
Carriers requesting use of, or expressing an interest in using, the Property to provide wireless
telecommunications service thereon to consult with Licensee and grants to Licensee the right to
negotiate on the City's behalf with all Wireless Carriers in this regard. During the Term, except as
provided in Section 2.e below, the City shall not grant a lease,license or similar agreement during the
Term to any Wireless Carrier or commercial wireless infrastructure provider for the purposes of
installing wireless telecommunications infrastructure at the Property. Notwithstanding the foregoing,
neither the City nor its managing entity,pursuant to an Operating Agreement, shall be precluded from
using the Fiber Network(excluding the Dedicated Fiber Network),and the Radio Space(as needed and
subject to the provisions of Section 2.0 for its Primary Purpose.
e. System Expansion. The City and Licensee acknowledge and agree that increased demand, changes or
advances in wireless technology, among other reasons, during the Term may cause the City or
Wireless Carriers to desire expansion of the System or the provision of additional wireless network
coverage or capacity on the Property(collectively,"Additional Services"),and Licensee shall have the
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exclusive right to provide the Additional Services,as set forth herein. In the event Additional Services
are desired by the City,the City shall provide Licensee with a written request for Additional Services,
setting forth its coverage,technology and other objectives(the"Objectives"). Licensee shall provide a
written proposal ("Proposal") for the provision of Additional Services within ninety(90) days
following receipt of such Objectives from the City. In the event a Wireless Carrier desires Additional
Services, Licensee shall provide a Proposal to the City for review. In the event that the City accepts
Licensee's Proposal (as may be modified by mutual consent), the Parties agree to execute a mutually
acceptable amended DAS Order. In the event that (i)Licensee declines to provide the Additional
Services, or (ii)following good faith negotiations, the City and Licensee cannot reach agreement on
the provision of Additional Services within one hundred eighty(180) days following delivery of
Licensee's Proposal, then the City shall be free to enter into agreements with any third party for
Additional Services but subject to Objectives substantially similar to those set forth in the original
request. Notwithstanding the provisions of this Section, the City shall have no obligation whatsoever
to allow any Additional Services and Licensee shall have no obligation to effect or right to require
such expansion.
f. City's Use of Radio Space. Should the City need to use the Radio Space, Licensee shall use
commercially reasonable efforts to accommodate requests for adding communications systems
•
equipment or other equipment to any area within the Radio Space, as may be necessary, subject to
space availability, capacity and the rights of any then-existing Wireless Carriers and at the City's sole
cost and expense.
3. Term. This Agreement shall commence on the Effective Date and shall continue in effect for a period of
nine(9) years and three hundred sixty-four(364) days following the Term Commencement Date (the
"Term") unless previously terminated pursuant to the provisions herein; each DAS Order will commence
on the "Order Effective Date" set forth thereon. The term of any DAS Order shall, unless previously
terminated pursuant to the provisions of this Agreement, continue in effect until the end of the Term and
the term of this Agreement shall be incorporated into each such DAS Order.
4. Fees. In consideration for the City's entering into this Agreement and granting the DAS Orders to
Licensee throughout the Term,Licensee shall provide the following consideration to the City:
a. Initial Fee. Licensee shall make an initial payment to the City of Twenty-Five Thousand
Dollars($25,000)("Initial Fee")due and payable within thirty(30)days following the Effective Date.
•
b. Recurring Fee. In consideration for: (i)Licensee's constructing the System at its sole cost and
expense to provide wireless coverage to the City, its employees, invitees and guests on and about the
Property; (ii)Licensee's marketing the System to Wireless Carriers in order to increase the number of
Wireless Carriers providing coverage to the Property; (iii)Licensee's deploying neutral host
technology to reduce the visual impact, consumption of Attachment space and limit the disruption to
the City's Primary Purpose; and(iv)Licensee's serving as the manager and single point of contact for
Wireless Carriers in connection with their telecommunication needs on the Property, including siting,
installation,development, use or management of the System,Licensee shall be entitled to bill and keep
all revenues of the System, and shall monthly remit to City an amount equal to twenty-
five percent(25%) of monthly recurring gross receipts collected by Licensee from Wireless Carriers
for use of the System, excluding any reimbursement for taxes,,construction or installation costs, or
other expenses incurred by Licensee (including Revenue Share Reimbursements) (the "Recurring
Fee"). Licensee shall pay the Recurring Fee monthly, no later than five(5)days from the end of each
calendar month for which the Recurring Fee is due, along with the monthly statement, in a form
reasonably acceptable to the City Manager or Structure Manager, which may include delineating the
recurring gross receipts identifying each Wireless Carrier and the amount of recurring gross receipts
each Wireless Carrier paid to Licensee for its use of the. System, as well as the calculation of the
Recurring Fee. The City Manager or Structure Manager shall provide Licensee with written payment
instructions if the payment address is different from the City's notice address in Section 15.
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c. Carrier Fee. In addition to the Initial Fee and Recurring Fee, within thirty(30) days after the date
each Carrier Agreement is fully executed, Licensee shall pay to the City the amount of Twenty-Five
Thousand Dollars($25,000)("Carrier Fee").
5. Maintenance and Examination of Records;Reports;Public Records Requests.
a. Maintenance and Examination of Records. Licensee will keep and maintain adequate auditable
records and supporting documentation applicable to all of the services, work, information, income,
expense, costs, invoices and materials provided and work performed relating to this Agreement. Said
records and documentation shall be kept in accord with generally accepted accounting practices
("GAAP")and will be retained by Licensee in accord with the records retention periods designated by
the Florida Public Records Act, Chapter 119, Florida Statutes, from the date of expiration or
termination of this Agreement, or for such period as required by Law. Licensee shall make all the
information herein described available to the City and its Agents in the Miami, Florida office of
Licensee.
The City and its authorized Agents shall, with reasonable prior notice, have the right to audit, inspect
and copy all such records and documentation no more than two(2) times per calendar year during the
Term of this Agreement and during the period as set forth in the paragraph above;provided,however,
such activity shall be conducted only during normal business hours of Licensee and at the expense of
the City.
b. Reports. No later than April 30th of each year during the Term, Licensee shall provide the City an
annual report in a form consistent with GAAP relating to this Agreement for the previous calendar year
showing: (1)all gross revenues received pursuant to this Agreement (including carrier sub-license
recurring gross receipts, financial and in-kind concessions, and other sources; (2)start dates for each
•
Wireless Carrier's use of the System;and(3)a final reconciliation of all payments.
The Parties will cooperate in good faith to (i)resolve any discrepancies between the fees paid to the
City and those calculated by the Report or audit to be due to the City and(ii)determine the method that
(A)any overpayment of fees will be refunded to Licensee or (B)any underpayment of fees will be
• made to the City (including payment by check or temporary abatement, increase or decrease in the
Recurring Fees otherwise due). If the Parties cannot reach an agreement within ninety(90) days, the
Party owed the fees may send the other Party a monetary default notification, as set forth in
Section I2.a.i or 12.f as the case may be.
6. Taxes/Licenses. Licensee agrees to and shall pay before delinquency all taxes and assessments of any kind
assessed or levied upon Licensee by reason of this Agreement or by reason of the business or other
activities and operations of Licensee at the Property. The City shall continue to pay all real estate taxes
assessed upon the Property. Licensee agrees to reimburse the City for any increase in the current real estate
tax bill for the Property(currently included in Folio No.02-3227-000-0090),which is documented to relate
to property taxes and/or assessments levied or assessed upon the Licensed Structure and/or the System, or
by reason of Licensee's services pursuant to this Agreement. Licensee will have the right, at its own •
expense,to contest the amount or validity, in whole or in part,of any tax by appropriate proceedings timely
and diligently conducted in good faith. Licensee may refrain from paying a tax to the extent it is contesting
the imposition of same in a manner that is in accordance with law. However, if,as a result of such contest,
additional delinquency charges become due, Licensee shall be responsible for such delinquency charges,in
addition to payment of the contested tax,if so ordered.
Licensee shall also be solely responsible(at its sole cost and expense)for obtaining and maintaining current
any applicable licenses or permits, as required for the services contemplated in this Agreement including,
without limitation,any occupational licenses required by Law for the proposed uses contemplated herein(if
required).
7. Construction and Operation of the System. Licensee will not commence construction of the System
until it receives a binding contractual commitment from at least one(1) Wireless Carrier to use the System
("Threshold Wireless Carrier"). If there is no Threshold Wireless Carrier by the first(1st) anniversary of •
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the Effective Date, the City may at its option, and notwithstanding anything contained herein to the
contrary, terminate this Agreement without cost or obligation by written notice to Licensee. If Licensee is
to construct the System,it will do so at the Property at its sole cost and expense,as set forth in the approved
DAS Order,and in accordance with the following:
a. Miami Beach Construction Proiect/City's Fiber Network. The City is in the process of making
renovations to the Property(the"MBCC Renovations"). As part of the MBCC Renovations,the City
is installing its Fiber Network throughout the Property. The Parties agree that Licensee will connect
to the Fiber Network between the demark and the telecom rooms. The Fiber Network shall remain
the City's personal property to maintain,own and repair at all times throughout the Term.
b. Licensee's Work/Licensee's Fiber. As part of the work to be performed in connection with the
installation of the System pursuant to this Agreement, Licensee shall: (1)bring all of its own fiber
and reductant circuits in order to connect Licensee's System at the Property's demark; (2)install the
head end DAS equipment at the demark; (3)use the Fiber Network to connect between the demark
and the telecom rooms;and(4)run fiber or other cable from the telecom rooms to Licensee's network
of antennae that form the DAS. Pursuant to an approved DAS Order,Licensee shall have the right to
install and maintain Licensee Fiber as required in Licensee's sole discretion to operate the System.
All fiber installed by Licensee as described in this Section 7.b(excluding the Fiber Network)shall be
owned,maintained and repaired by Licensee("Licensee's Fiber").
• • c. Permits and Restoration. Licensee shall comply with the City's regulatory requirements as to the
construction of any improvements under this Agreement, including securing all required permits. No
improvements shall be constructed and/or maintained on the Radio Space without the City's prior
written approval of plans and specifications (in the City's proprietary capacity), which shall include
review of the aesthetic and visual nature of the System, and the effect of the System upon the safety
and functionality of the Property. The City(in its proprietary and regulatory capacity)shall endeavor
to approve or request changes to the plans and specifications within thirty(30)days of receipt of such
plans. In connection with any construction work, Licensee shall restore the Radio Space and any
surrounding areas of the Property disturbed by Licensee or its Agents to the City's standards. •
Licensee shall coordinate the scheduling and timing of the construction work with the City to avoid
any disruption to the public or to any planned activities at the Property.
d. Construction Bond. Licensee shall furnish a construction bond of not less than 100% of the
construction cost of the System. Licensee shall furnish construction cost estimates prior to
commencement of construction of the System.
e. Standard of Care. Licensee, at its sole cost, shall construct and maintain all Attachments in a safe
condition in accordance with applicable Laws,industry standards,in a good workmanlike manner and
according to the plans and specifications attached to the DAS Order or amended DAS Order, as the
• case may be. No work shall be done by Licensee when there is reason to suspect that working
conditions on a Structure may be hazardous as the result of weather or any other conditions. As
promptly as possible following Licensee's completion of the System, Licensee will provide the City
with as-built drawings showing the location of the Attachments, including Node and Hub Site
locations and equipment layout and the Parties will amend the DAS Order as appropriate to
incorporate such drawings.
f. Contact. Licensee shall respond on a 24/7 basis to any reasonable problems, repairs or emergencies
reported by the Structure Manager via contact to Licensee's network operations center at
(888)632-0931.
g. The City's Liability. The City reserves the right to maintain the Structures as necessary to fulfill its
Primary Purpose. The City shall not be liable to Licensee for any interruption of service for the
System or for any property of the City used by Licensee. Licensee specifically waives any claim for
indirect, special, consequential or punitive damages against the City in connection with this
Agreement,including any claims for loss or interruption of service.
DAS Facility Use Agreement Contract ID#
Licensor: City of Miami Beach Licensee: Crown Castle Solutions LLC
Page 8 of 20
h. Licensee Liability. Licensee shall exercise reasonable caution in performing the activities covered
by this Agreement to avoid damage to the Structures. Licensee hereby agrees to reimburse the City
for any direct costs incurred in making repairs to any Property damaged by Licensee. Licensee shall
promptly advise the City of all incidents and claims arising or alleged to have arisen in any manner by
Licensee's activities upon the Property. The City specifically waives any claim for indirect, special,
consequential or punitive damages against Licensee in connection with this Agreement, including any
claims for loss or interruption of service.
i. Utilities. In the event that Licensee requires an electric supply different from the power currently
existing at the Property, Licensee shall pay for the cost of installing such power supply facilities and
any such separate meters which may be required by the City. The City shall allow Licensee to access
its existing electrical power and will provide, at no cost to Licensee or the Wireless Carriers, the
electricity power to operate the Node equipment so long as such consumption does not require greater
than 20-amp circuit per Node. Any electricity used by Licensee for the Hub Site or for Nodes in
excess of that set forth in the preceding sentence shall be paid by Licensee. Such costs shall be billed
monthly by the City to Licensee, with reasonable supporting documentation of such utility
•
consumption, and shall be paid by Licensee within thirty(30) days of receipt of such invoice.
Licensee agrees to pay for utilities based on (i)sub-metering equipment at the Hub Site, to be
installed by Licensee at its cost; (ii)estimated usage for each Node, based on equipment
specifications and spot measurements; or(iii)as otherwise agreed between the Parties. At the City's
discretion, Licensee may be required to install the sub-meters at locations designated by the City.
j. Hazardous Materials. Licensee's right to use the Radio Space is strictly on an"as is"basis with all
faults. Licensee shall not cause or permit the escape,disposal or release of any Hazardous Materials
on or from the Property in any manner prohibited by Law. Licensee shall indemnify and hold the
City harmless from any loss, damage, cost, or expense of the City, including, without limitation,
reasonable attorney's fees, incurred as a result of, arising from, or connected with the placement by
Licensee of any "hazardous substance" or"petroleum products" on, under, in or upon the Property
(including, without limitation, the Licensed Structures), as those terms are defined by applicable
Laws; provided, however, that Licensee shall have no liability in the event of the willful misconduct
or negligence of the City, its agents, servants or employees. The provisions of this subsection shall
survive the termination or earlier expiration of this Agreement.
k. . Fiber Network Maintenance and Operation. Licensee shall maintain and operate, at its sole cost
•and expense, Licensee's Fiber in accordance with the Fiber Network Standards. Licensee will,at its
sole cost and expense, perform routine maintenance and repair checks and services, including
• regularly scheduled preventative inspections, as necessary to maintain Licensee's Fiber in good
working order and with the same care standard as Licensee treats its own fiber, but in no event with
less than reasonable care. When Licensee or Licensee's Agents perform any routine maintenance on
Licensee's Fiber, Licensee will notify the City at least seven(7) days before any such maintenance.
Maintenance which is reasonably expected to produce any signal discontinuity will be coordinated
between the Parties. Licensee will make all reasonable efforts to schedule major system work, such
as fiber rolls and hot cuts,between 2:00 a.m. and 6:00 a.m. local time. In the event Licensee fails to
meet the Fiber Network Standards, the City, at its discretion, and without an obligation, may make
any necessary repairs at its own expense and shall receive reimbursement from Licensee for its costs
incurred. The Fiber Network demarcation points will be easily accessible fiber access points to be
mutually agreed upon after site walks.
The City shall maintain and operate, at its sole cost, the Fiber Network and the Dedicated Fiber
Network in accordance with the Fiber Network Standards. The City will,at its sole cost and expense,
perform routine maintenance and repair checks and services, including regularly scheduled
preventative inspections,as necessary to maintain the Fiber Network and the Dedicated Fiber Network
in good working order and with the same care standard as the City treats its own fiber,but in no event
with less than reasonable care. When the City or the City's Agents perform any routine maintenance
on the Fiber Network and the Dedicated Fiber Network,the City will notify Licensee at least seven(7)
DAS Facility Use Agreement Contract ID#
Licensor: City of Miami Beach Licensee: Crown Castle Solutions LLC
Page 9 of 20
•
days before any such maintenance. Maintenance which is reasonably expected to produce any signal
discontinuity will be coordinated between the Parties. The City will make all reasonable efforts to
schedule major system work, such as fiber rolls and hot cuts, between 2:00 a.m. and 6:00 a.m. local
time.
8. Removal and Relocation of Attachments. Without limiting or terminating the Term of the Agreement,
specific DAS Orders may be amended without fault to either Party upon the following conditions:
a. Amendment by Licensee. Licensee may amend a DAS Order as to any Structure by removing its
Attachments therefrom if, in its reasonable business judgment: (i)such removal will not materially
degrade the RF coverage on the Property; or (ii)the Attachment being removed is to be relocated
pursuant to a DAS Order amendment. At least thirty(30) days prior to removal, Licensee shall give
The City notice of such removal substantially in the form attached hereto as Exhibit B hereto and the
Parties will execute an amended DAS Order.
b. Relocation by the City. The City may request that Licensee remove and relocate any Attachment if
• the City, in support of its Primary Purpose, at its discretion, intends to remove or alter the Structure
supporting such Attachment so that it is unable to support the Attachment. In order to require such
removal and relocation, the City must: (i)provide at least sixty(60) days' written notice prior to the
date of the proposed removal and relocation of any Attachment; (ii)propose a reasonable alternative
location for such Attachment acceptable to Licensee (the "Alternate Location"); (iii)grant Licensee at
least sixty(60) days following receipt of all necessary Government Permits (but at least
one hundred twenty(120) days for removal and relocation of the Hub Site) to complete the removal
and relocation; and (iv)provide, at Licensee's expense, for providing an installation-ready location
acceptable to Licensee for Licensee's Attachment, including the construction or modification of
Structures to accommodate such Attachment and any necessary extension of the Fiber Network (as,
applicable) to serve the location. In the event Licensee accepts the Alternate Location, the City and
Licensee shall execute an amended DAS Order before the Attachment removal and relocation
commences. Licensee shall be responsible for the costs of removing and relocating the Attachment.
c. Relocation by Licensee. Licensee shall not change the location of its Attachments without the written
consent of the City, except in cases of emergency when verbal authorization would be sufficient. In
cases of emergency, Licensee shall procure the City's consent orally by contacting the Structure
Manager and such request and consent may be confirmed in writing by Licensee and approved in
writing by the City once the emergency has been resolved. Any relocation,at the request of Licensee,
and which has been approved in writing by the City, shall be undertaken by Licensee, at its sole cost
and expense.
d. Conflict with Laws. Upon written notice from the City to Licensee that the use of any Structure is
forbidden by Law, the DAS Order to Attach to such Structure shall immediately be amended and the
• Attachments of Licensee shall be removed by Licensee from the affected Structures, provided,
however, that Licensee, with the City's reasonable assistance, may contest such adverse decision in
good faith, and during the pendency of such challenge may maintain such Attachment to the extent
allowed by Government Authorities. The City will cooperate with Licensee to identify a suitable
Alternative Location, in which case the Attachment shall be relocated in accordance with the process
set forth in Section 8.b above.
e. Interference. All operations by Licensee shall be in compliance with all applicable requirements of
the Federal Communications Commission("FCC"), as well as other applicable Laws. Licensee shall
operate the System in a manner that will not cause harmful interference, including, without limitation
to (1)other licensees, provided that the installations of such licensees' improvements predate that of
the Licensed Structures; (2)the public safety communication system used by the City and other local
agencies for public safety purposes;and(3)with communications systems operated by City,regardless
of when such systems are installed or their use commences,provided that such systems are operated in
accordance with all applicable FCC rules and regulations as well as other applicable Laws.
DAS Facility Use Agreement Contract ID#
Licensor: City of Miami Beach Licensee: Crown Castle Solutions LLC
Page I 0 of 20
•
In the event that the Licensed Structure causes harmful interference with City's communications
equipment, and such interference is not cured within ten(10) business days after Licensee's receipt of
written notice from City, Licensee shall, if directed by the City, cease operation of the Licensed
Structure until Licensee is able to cure and eliminate the interference to the satisfaction of the City.
Licensee acknowledges that it may be necessary for Licensee to relocate the interfering Attachment or
redesign the Licensed Structure to eliminate such interference; and City shall reasonably consider
relocation sites in such event. In the event that Licensee refuses to or is unable to eliminate the
interference within sixty(60)days from the date of notice of the interference(whether or not operation
of the Licensed Structures have ceased operation at the direction of the City as described above) the
City shall have the right, at no cost to the City and upon ten(10)days written notice, to terminate the
portion of the DAS Order causing such interference and thereafter Licensee shall remove the specific
Attachment proven to be the cause of such interference and restore the City's Property in accordance
with Section 12.d herein. The Parties agree to cooperate in developing solutions to interference
problems, including determining which design changes may be necessary to mitigate the interference.
If relocation or redesign is deemed necessary by the City due to harmful interference with the City's
communications caused by Licensee, Licensee shall redesign or relocate any or all of the Licensed
Structures to alternative locations approved by the City, at Licensee's sole cost and expense,or if such
redesign or relocation is not acceptable to Licensee, Licensee may terminate that portion of the DAS
Order causing such interference.
9. Insurance; Casualty. Licensee shall carry insurance at its sole cost and expense to protect the Parties
from risk arising out of placement of the Attachments on the Structures and use of the Radio Space.
Licensee shall provide the specified insurance throughout the Term and shall file with the City's designated
.risk manager certificates of insurance evidencing such coverage upon request. Certificates, policies or
endorsements shall provide thirty(30)days' prior written notice of cancellation,except for non-payment of
premiums to the City. Licensee shall provide written notice of cancellation for non-payment within two(2)
business days upon receipt of any such notice. _
a. Coverage Amounts. Throughout the Term, Licensee shall maintain the following insurance coverage
from a carrier licensed to conduct business in the state where the Property is located:
i. Worker's compensation insurance as required by Florida, with Statutory limits and Employer's
Liability Insurance with limit of no less than 51,000,000,per accident for bodily injury or disease.
•
• ii. Commercial general liability insurance including personal injury,contractual liability,independent
contractors and broad form property damage with the following minimum liability limits:
(i)$1,000,000 per occurrence combined single limit;(ii)$2,000,000 general aggregate;and
(iii)S3,000,000 umbrella liability,with an endorsement stating the City and any manager of the
Property is an additional insured with respect to operations relating to this Agreement.
iii. Commercial automobile liability insurance with a minimum liability limit of S1,000,000 per
occurrence combined single limit.
iv. Property Insurance against all risks of loss to any part of the System,at full replacement cost with
no coinsurance penalty provision.
b. Waiver of Claims and Rights of Subrogation. The Parties hereby waive any and all rights of action
for negligence against the other on account of damage to the System, to the Property or to any
Attachment resulting from any fire or other casualty of the kind covered by property insurance policies
with extended coverage, regardless of whether or not,or in what amount, such insurance is carried by
the Parties. All policies of property insurance carried by.either Party for the System, Property or the
Attachments shall include a clause or endorsement denying to the insurer rights by way of subrogation
against the other party to the extent rights have been waived by the insured before the occurrence of
injury or loss.
DAS Facility Use Agreement Contract ID#
Licensor: City of Miami Beach Licensee: Crown Castle Solutions LLC
Page I I of 20
c. Casualty and Restoration. In the event that one or more of the Structures containing an Attachment
is damaged or destroyed as a result of a casualty, such that it cannot be used for an Attachment, then
within thirty(30)days of such damage or destruction the City shall notify Licensee of its intent, in its
sole discretion, as to whether or not the City will repair the Structure, and if so, then the proposed
schedule for such repair. Licensee will have the option to: (i)in the event the repair schedule is
proposed to be less than ninety(90) days, to abate any or all fees charged to Wireless Carriers under
the Carrier Agreement with respect to the affected Attachments during the period the Structure is not
available; (ii)in the event the City chooses not to repair, or if the repair schedule is proposed to be
greater than ninety(90) days, declare the DAS Order null and void with respect to the affected
Attachments only and thereafter neither Party will have any liability or obligation hereunder for each
• such Attachments, in which event there shall be an amendment to the DAS Order; or(iii)in the event
the City chooses not to repair,or if the repair schedule is proposed to be greater than ninety(90)days,
with respect to damage which will prevent continued operation of the Hub Site or the System in
Licensee's reasonable discretion, to terminate the affected DAS Order, with neither Party having any
liability or obligation hereunder for each such Attachment. The Parties may also agree to relocate the
impacted Attachment(s) pursuant to mutually acceptable terms. Notwithstanding the foregoing, any
damage to the Attachments, or the cost of any agreed upon relocation of the Attachments under this
section shall be the responsibility of the Licensee,at its cost and expense.
d. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M.Best's rating of
no less than A:VII,unless otherwise acceptable to the City's Risk Management Office.
•
e. Verification of Coverage. Within ten(10)calendar days following the Effective Date, Licensee shall
• provide to the City certificates of insurance evidencing that Licensee has the required commercial
general liability insurance required of Licensee under this Agreement.
f. Special Risks or Circumstances. The City reserves the right to reasonably modify these
requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or
other special circumstances.
g. Certificate Holder: City of Miami Beach
c/o Insurance Tracking Services
1700 Convention Center Drive
Miami Beach,FL 33139
•
h. Compliance. Compliance with the foregoing requirements shall not relieve Licensee of its liability
and obligation under this section or under any other section of this Agreement. If Licensee fails to
secure the insurance coverages required under this Section 9 within five(5) days from receipt of
written notice, the City shall have the right to pursue any and all default remedies as set forth in
• Section 12.a.iv.
10. Indemnity. In consideration of a separate and specific consideration of Ten Dollars(S 10.00) and other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,Licensee
shall indemnify, hold harmless and defend the City, its officials, directors, members, employees,
contractors,Agents,and servants from and against any and all actions(whether at law or inequity),claims,
liabilities, losses, and expenses, including, but not limited to, attorneys' fees and costs, for personal,
economic or bodily injury, wrongful death, loss of or damage to the Property, which may arise or be
alleged to have arisen from: (1)wholly or in part from the negligent acts, errors, omissions or other
misconduct of Licensee, its officers,director, members, employees,Agents, contractors, subcontractors,or
any other person or entity acting under Licensee's control or supervision; (2)Licensee's breach of the
terms of this Agreement or its representations and warranties herein; (3)Licensee's operations under this
Agreement; or(4)the use of the Licensed Structure by Licensee, except to the extent that such claims are
caused by the gross negligence or willful misconduct of the City. To that extent, Licensee shall pay all
such claims and losses and shall pay all such costs and judgments which may issue from any lawsuit arising
from such claims and losses.
DAS Facility Use Agreement Contract ED/
Licensor: City of Miami Beach Licensee: Crown Castle Solutions LLC •
Page 12 of 20
11. Eminent Domain. If the City receives notice of a proposed taking by eminent domain (or any agreement
in lieu of condemnation) of any part of the Property impacting any Attachment, the City will notify
Licensee of the proposed taking within thirty(30)days of receiving such notice and Licensee will have the
option to: (i)declare the DAS Order null and void with respect to the affected Attachments only and
thereafter neither Party will have any liability or obligation hereunder for each such Attachment, in which
event there shall be an amendment to the DAS Order and, if appropriate, an equitable adjustment in
Recurring Fees on account of the portion so taken; or (ii)with respect to a taking which will prevent
continued operation of the Hub Site or the System, either Party may terminate the affected DAS Order.
The Parties may also agree to relocate the impacted Attachment(s)pursuant to mutually acceptable terms.
12. Default.
a. Default by Licensee. In the event of default by Licensee with respect to any of the provisions or
obligations of this Agreement, the City shall give Licensee written notice of such default. The
following events shall constitute"Events of Default":
i. After receipt of such written notice,Licensee shall have fifteen(15)days in which to cure
any monetary default;
ii. Unless otherwise provided in the Agreement, after receipt of such written notice,
Licensee shall have thirty(30)days in which to cure any non-monetary default. Licensee
shall have such extended periods as may be required beyond the thirty(30) day cure
period to cure any non-monetary default if the nature of the cure is such that it reasonably
requires more than thirty(30) days to cure, so long as Licensee commences the cure
within the thirty(30) day period and thereafter continuously and diligently pursues the
cure to completion; however, such cure period shall never exceed ninety(90) days (the
"Cure Period");
iii. If Licensee files a voluntary petition in bankruptcy, or has an involuntary petition filed
against it and such petition is not dismissed within ninety(90) days, is adjudicated
bankruptcy or insolvent, or files any petition or answer seeking or acquiescing in any
reorganization,arrangement,composition readjustment,liquidation,dissolution or similar
relief under any present or future Law relating to bankruptcy, insolvency or other relief
for debtors, or seeks or consent to or acquiesces in the appointment of any trustee,
•
receiver, custodian, liquidator, or makes any general assignment for the benefit of
•
creditors;
iv. The City may not maintain any action or effect any remedies for default against Licensee
unless and until Licensee has failed to cure the same within the time periods provided in.
this section. In the event that Licensee fails to cure the default as provided herein, the
City may immediately, or at any time thereafter, and without further demand or notice,
• terminate this Agreement without being prejudiced as to any remedies which may be
available to it for breach of contract. Upon termination for Licensee's default,the City
may, in addition to any other rights and remedies it may have,retain all sums paid to it by
Licensee under this Agreement, including but not limited to the Performance Bond in
Section 17.
b. Self-Help. In the event Licensee fails to cure any default under this Agreement, the City may, at its
option, perform the cure activities of Licensee, in which event any expenditures reasonably made by
the City in this regard shall be deemed to be paid for on the account of Licensee and Licensee agrees
promptly to reimburse the City for any such expenditures upon demand.
c. Default in Payment. In the event Licensee fails to make any payment within five(5)days of its due
date, a late charge, in the amount of five percent(5%) of the payment amount due shall accrue.
Additionally, any payment received by the City after ten(10)days of its due date shall accrue interest
at the rate of eighteen percent(18%) per annum or the highest rate allowable by Florida law,
whichever is less.
• DAS Facility Use Agreement Contract ID#
Licensor: City of Miami Beach Licensee: Crown Castle Solutions LLC •
Page 13 of 20
d. Removal of Attachments. Upon expiration or earlier termination of this Agreement or a DAS Order,
as appropriate,Licensee shall, within sixty(60)days following termination or expiration of the Term,
remove at its sole cost and expense, all visible.Attachments and restore all or any part of the Radio
Space to the same condition as originally received by Licensee (ordinary wear and tear excepted).
Licensee's obligation to observe or perform this covenant shall survive the expiration or other
termination of this Agreement. Licensee's failure to remove all visible Attachments and to restore all
or any part of the Radio Space to its original condition within the sixty(60)day period shall constitute
trespass by the Licensee, and may be prosecuted as such. In addition, the Licensee shall pay to the
City One Thousand($1,000.00) Dollars per day as liquidated damages for such trespass and holding
over.
e. Abandonment or Non-Operation. Non-operation or abandonment of the System for a period of
one hundred eighty(180) or more days shall constitute a termination of this Agreement by Licensee,
and Licensee shall thereupon be required to remove the System from the Radio Space, in accordance
with Section 13.d.
f. Default by the City. After receipt of such written notice from Licensee, the City shall have
thirty(30) days in which to cure any default. The City shall have such extended periods as may be
required beyond the thirty(30)day cure period to cure any non-monetary default if the nature of the
cure is such that it reasonably requires more than thirty(30) days to cure, so long as the City
commences the cure within the thirty(30) day period and thereafter continuously and diligently
pursues the cure to completion; however, such Cure Period shall never exceed ninety(90) days.
Licensee may not maintain any action or effect any remedies for default against the City unless and •
until the City has failed to cure the same within the Cure Period. In the event that the City fails to
cure the default as provided herein, Licensee may immediately,or at any time thereafter, and without
further demand or notice,terminate this Agreement or DAS Order,as applicable.
g. Force Majeure. The time of performance of any duty or obligation of the City or Licensee hereunder
shall be extended for the period during which performance was delayed or impeded by reason of any
Force Majeure events.
•
•
13. Assignment. This Agreement shall extend to and bind the successors,transferees and permitted assigns of
the Parties. Any attempted assignment or transfer by a Party in violation of this section shall be void.
a. Assignment by Licensee. Licensee shall not assign, mortgage, pledge, hypothecate or otherwise
transfer all or any portion of the Radio Space or the Agreement without the prior express written - _
consent of the City Commission, in its sole discretion. Notwithstanding the foregoing, Licensee has -
the right to sublicense the Radio Space and use of the System to any Wireless Carrier for a term not to-
exceed the Term of this Agreement; provided, however, that Licensee retains exclusive control over
the System and remain responsible for locating,servicing,repairing,maintaining,replacing,relocating;_
- or removing the System pursuant to the provisions of this Agreement.
• Further notwithstanding the foregoing, upon the written consent of the City Manager, which consent
may not be unreasonably withheld, delayed or conditioned, Licensee may assign or delegate all or a
•
portion of its obligations under this Agreement to an Affiliate or engage an Affiliate to perform the
design or construction services hereunder.
b. Assignment by the City. The City may assign or transfer its interest in this Agreement, provided
that the assignee shall be bound by all provisions herein. Any sale or transfer (including by
foreclosure) of the City's real property interest in any portion of the Property containing an
Attachment shall be subject to this Agreement, and any successor Property owner shall be bound be
the terms and conditions herein. Notwithstanding the foregoing, the City Manager, at the City
Manager's discretion, may assign or delegate all or a portion of its obligations under this Agreement
to a managing entity pursuant to an Operating Agreement, which managing entity may subcontract
the work,as permitted pursuant to an Operating Agreement.
DAS Facility Use Agreement Contract ID#
Licensor: City of Miami Beach Licensee: Crown Castle Solutions LLC
• Page 14 of 20
14. Mechanic's Liens. Licensee shall keep the Radio Space free from any liens arising out of any work
performed, material furnished or obligations incurred by Licensee, or any sub-licensee or other approved
assignee. Licensee shall not be considered in violation of this provision if within fifteen(15) days from
receipt of notice of the existence of a lien,Licensee provides a bond to secure payment of the lien which is
in conformance with applicable Law and which is in an amount and form reasonably acceptable to the City.
15. Notice. Except as otherwise specified,any notice to be given to either Party under this Agreement shall be
sent by registered mail, return receipt requested, or by overnight courier with a tracking record of delivery
to the respective addresses set forth below. Except as otherwise stated herein, any notice shall be effective
immediately upon being deposited with the applicable delivery agent. •
The City: Licensee:
City of Miami Beach Crown Castle Solutions LLC
• 1700 Convention Center Drive c/o Crown Castle USA Inc.
Fourth Floor General Counsel
Miami Beach,FL 33139 Attn: Legal—SCN
City Manager 2000 Corporate Drive •
Atm: Jimmy L.Morales Canonsburg,PA 15317
(305)374-0700 (866)482-8890
With a copy which shall not constitute notice to:
Raul J. Aguila,City Attorney Crown Castle Solutions LLC
1700 Convention Center Drive 2000 Corporate Drive
Fourth Floor Canonsburg,PA 15317
• Miami Beach,FL 33139 Attn: SCFS Contract Management
16. The City's Right to Terminate for Convenience. The City may also,through its City Manager,and,for
• its convenience and without cause, terminate this Agreement at any time during the Term by providing
Licensee with written notice, at least one(1)year in advance. In such case, Licensee shall be entitled to
an early termination fee equal to the total upfront investment in connection with the construction and
installation of the System in the City's Property, less the net earned income earned by Licensee for each .
year or portion thereof, from the Effective Date, through the effective date of termination. Net earned •
income shall be determined by taking the monthly gross revenues and deducting all expenses permitted
under acceptable accounting principles, excluding any depreciation, amortization, depletion, dividends
and/or distribution expenses.
17. Performance Bond or Alternate Security. Licensee shall, within thirty(30) days from the Term •
Commencement Date, furnish to the City Manager or Structure Manager a Performance Bond in the penal
sum stated below for the payment of which Licensee shall bind itself for the faithful performance of the
terms and conditions of this Agreement. A Performance Bond, in the amount of Three Hundred Fifty
Thousand(S350,000.00) Dollars, shall be provided by Licensee in faithful observance of this Agreement.
A cash deposit, irrevocable letter of credit, or certificate of deposit may also suffice, as determined'by the
City Manager or Structure Manager, in his sole and reasonable discretion. The form of the Performance
Bond or alternate security shall be approved by the City's Chief Financial Officer. In the event that a
Certificate of Deposit is approved, it shall be a Three Hundred Fifty Thousand(S350,000.00) Dollar one-
year Certificate of Deposit in favor of the City, which shall be automatically renewed,the original of which
shall be held by the City's Chief Financial Officer. Licensee shall be so required to maintain said
Performance Bond or alternate security in full force and effect throughout the Term of this Agreement.
Licensee shall have an affirmative duty to notify the City Manager or Structure Manager, in writing, in the
event said Performance Bond or alternate security lapses or otherwise expires. All interest that accrues in
connection with any financial instrument or sum of money referenced above shall be the property of
•
Licensee, except in an event of default, in which case the City shall be entitled to all interest that accrues
after the date of default.
DAS Facility Use Agreement Contract[D#
Licensor: City of Miami Beach Licensee: Crown Castle Solutions LLC
Page 15 of 20
18. Licensee's Compliance with Public Records Law/Protection from Disclosure of Trade Secret
Information.
(a) Licensee shall comply, with Florida Public Records law under Chapter 119, Florida Statutes, as
may be amended from time to time. Records made or received in connection with this Agreement
are public records under Florida law,as defined in Section 119.011(12),Florida Statutes.
(b) Pursuant to Section 119.0701 of the Florida Statutes, if Licensee meets the definition of
"Contractor"as defined in Section 119.0701(1)(a),Licensee shall:
(1) Keep and maintain public records required by the City to perform the service;
(2) Upon request from the City's custodian of public records, provide the City with a copy of the
requested records or allow the records to be inspected or copied within a reasonable time at a cost
that does not exceed the cost provided in Chapter 119, Florida Statutes or as otherwise provided
by law;
(3) Ensure that public records that are exempt or confidential and exempt from public records
disclosure requirements are not disclosed, except as authorized by law, for the duration of the
contract term and following completion of the Agreement if Licensee does not transfer the records
to the City;
(4) Upon completion of the Agreement,transfer,at no cost to the City,all public records in possession
of Licensee or keep and maintain public records required by the City to perform the service. If
Licensee transfers all public records to the City upon completion of the Agreement,Licensee shall
destroy any duplicate public records that are exempt or confidential and exempt from public
records disclosure requirements. If Licensee keeps and maintains public records upon completion
of the Agreement,Licensee shall meet all applicable requirements for retaining public records.All
records stored electronically must be provided to the City, upon request from the City's custodian
of public records, in a format that is compatible with the information technology systems of the
City.
(c) REQUEST FOR RECORDS;NONCOMPLIANCE.
(1) A request to inspect or copy public records relating to the City's contract for services must be
•
made directly to the City. If the City does not possess the requested records, the City shall
immediately notify the Contractor of the request, and Licensee must provide the records to the
City or allow the records to be inspected or copied within a reasonable time.
(2) Contractor's failure to comply with the City's request for records shall constitute a breach of this
Agreement, and the City, at its sole discretion, may: (1)unilaterally terminate the Agreement; (2)
avail itself of the remedies set forth under the Agreement; and/or (3) avail itself of any available
remedies at law or in equity.
(3) A Contractor who fails to provide the public records to the City within a reasonable time may be
subject to penalties under s. 119.10.
(d) CIVIL ACTION.—
(1) If a civil action is filed against a Contractor to compel production of public records relating to the.
City's contract for services,the court shall assess and award against Licensee the reasonable costs
of enforcement,including reasonable attorney fees,if:
a. The court determines that Licensee unlawfully refused to comply with the public records
request within a reasonable time;and
b. At least 8 business days before filing the action, the plaintiff provided written notice of the
public records request,including a statement that Licensee has not complied with the request,
to the City and to Licensee.
(2) A notice complies with subparagraph (1)(b) if it is sent to the City's custodian of public records
and to Licensee at Licensee's address listed on its contract with the City or to Licensee's
registered agent. Such notices must be sent by common carrier delivery service or by registered,
Global Express Guaranteed,or certified mail,with postage or shipping paid by the sender and with
evidence of delivery,which may be in an electronic format.
(3) A Contractor who complies with a public records request within 8 business days after the notice is
sent is not liable for the reasonable costs of enforcement.
DAS Facility Use Agreement Contract ID#
Licensor: City of Miami Beach Licensee: Crown Castle Solutions LLC
Page 16of20
(e) IF LICENSEE HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO
LICENSEE'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS AGREEMENT, CONTACT THE
CUSTODIAN OF PUBLIC RECORDS AT:
CITY OF MIAMI BEACH
ATTENTION: RAFAEL E. GRANADO, CITY CLERK
1700 CONVENTION CENTER DRIVE
MIAMI BEACH, FLORIDA 33139
E-MAIL: RAFAELGRANADO(a,MIAMIBEACHFL.GOV
PHONE: 305-673-7411
(f) Protection from Disclosure of Trade Secret Information. To the extent permissible under
applicable Law, the City shall protect from disclosure any of Licensee's trade secret information
which is submitted to the City under this Agreement;provided however,that Licensee notifies the
City of its assertion, and clearly labels the information which Licensee deems to be a trade secret.
Such notification and labeling shall be the sole responsibility of Licensee. Notwithstanding the
foregoing, any document or information, regardless of physical form, created pursuant to this
Agreement, in connection with the transaction of the City's official business, shall not be-
considered trade secret information including, without limitation, the terms of this Agreement,
revenue payments and revenue statements received by the City pursuant to this Agreement, and
other similar information.
The Parties agree that without the express written consent of the other Party, neither Party shall
reveal, disclose or publish to any third party during the Term of this Agreement any trade secret
information, except to such third party's auditor,accountant, lender or attorney or to any federal;
state or local governmental unit or agency thereof with jurisdiction if required by regulation,
subpoena or government order to do so. The City or Licensee may show this Agreement,'any
DAS Order or any relevant attachment or exhibit to this Agreement and any DAS Order (each .
with all trade secret information redacted) to a third party, including to Wireless Carriers, to
the extent reasonably necessary to demonstrate Licensee's rights under this Agreement or
the DAS Order,as the case may be.
•
If the City receives a public records request that covers the documents which have been;identified:
by Licensee as trade secret information,the City will temporarily withhold the records and;>request
that Licensee provide the City with an Affidavit of Trade Secret Certification (Trade Secret
Certification), in the form attached hereto as Exhibit E, within seven(7) days. The City shall
provide the requestor a copy of the Trade Secret Certification as part of the City's statutory
obligations pursuant to Section 119.07(1)(e), Fla. Stat. If Licensee fails to provide the City with
the Trade Secret Certification within seven(7) days, the City shall produce the public records
requested in accordance with Florida law. If Licensee provides the Trade Secret Certification and
a requester objects to the application of the trade secret. exemption, the City will promptly
provide Licensee with notice of the objection, so as to provide Licensee the opportunity to file an
action with a court of competent jurisdiction within thirty(30)calendar days seeking an order
barring public disclosure of the document. If Licensee fails to file a lawsuit within such time
period, the City shall produce the public records requested in accordance with Florida law.
Licensee agrees to indemnify the City with respect to all expenses, including any court costs and
attorney's fees,which may be incurred by the City in connection with any administrative or court
processing,including any appellate action,arising out of any public records request relating to any
trade secret information subject to the Agreement.
DAS Facility Use Agreement Contract ID#
Licensor: City of Miami Beach Licensee: Crown Castle Solutions LLC
Page 17 of 20
19. No Discrimination. Licensee agrees to comply with the City's Human Rights Ordinance,as codified in
Chapter 62 of the City Code, as may be amended from time to time, prohibiting discrimination in
employment, housing, public accommodations, or public services, on the basis of actual or perceived •
• race, color, national origin, religion, sex, intersexuality, sexual orientation, gender identity, familial and
marital status, age, ancestry, height, weight, domestic partner status, labor organization membership,
familial situation,political affiliation,or disability.
20. Miscellaneous.
a. Governing Law/Waiver of Jury Trial. This Agreement shall be governed by and interpreted
according to the laws of the state where the Property is located, without reference to its choice of law
rules. This Agreement shall be enforceable in Miami-Dade County, Florida, and if legal action is
necessary by either Party with respect to the enforcement of any and all the terms or conditions herein,
exclusive venue for the enforcement of same shall lie in Miami-Dade County, Florida. CITY AND
LICENSEE HEREBY KNOWINGLY AND INTENTIONALLY WAIVE THE RIGHT TO
TRIAL BY JURY IN ANY ACTION OR PROCEEDING THAT CITY AND LICENSEE MAY
HEREIN AFTER INSTITUTE AGAINST EACH OTHER WITH RESPECT TO ANY
MATTER ARISING OUT OF OR RELATED TO THIS AGREEMENT.
• b. Warranties. Each Party represents and warrants to the other that: (a)such Party has full corporate
and other authority to execute and deliver this Agreement and to consummate the transactions
contemplated in this Agreement and will have the same with respect to each DAS Order; (b)the
execution and delivery of this Agreement and the consummation of the transactions contemplated by
that Party in this Agreement have been duly and validly authorized by all necessary corporate and
other action; (c)such Party's Agreement execution and performance under this Agreement will not
breach or violate such Party's operating authority, any applicable law or terms of any agreement to
•
which either is subject; (d)it has obtained or will obtained before the date required, all necessary
licenses, permits and authorizations necessary to conduct the activities contemplated by this
• Agreement; and (e)as of the Effective Date and the date of each DAS Order, there is no action, suit,
investigation,claim,arbitration or litigation pending or,to such Party's knowledge, threatened against,
affecting or involving such Party, at law or in equity or before any court, arbitrator or governmental
authority that is reasonably likely to result in a material adverse effect on such Party's ability to
perform such Party's obligations under this Agreement.
• c. No waiver. Except as expressly set forth in this Agreement: (i)neither Party shall be deemed to have
waived any of its rights hereunder unless such waiver is in writing; (ii)no delay or omission by;any.
Party in exercising any right shall operate as a waiver of such right or of any other right; and (iii)a -
waiver on any one occasion shall not be construed as a bar to,or waiver of,any right or remedy on any
future occasion.
d. Interpretation. The singular includes the plural and the plural includes the singular. Except as.
otherwise provided herein, references to a Section, Schedule or Exhibit mean a Section, Schedule or
Exhibit contained in or attached to this Agreement,all of which are incorporated herein by reference.
The caption headings in this Agreement are for convenience and reference only and do not define,
modify or describe the scope or intent of any of the terms of this Agreement. This Agreement will be
interpreted and enforced in accordance with its provisions and without the aid of any custom or rule of
law requiring or suggesting construction against the Party drafting or causing the drafting of the
provisions in question. If any one or more of the provisions of this Agreement, or the applicability of
any such provision to a specific situation, shall be held invalid or unenforceable by Law, such
provision shall be modified to the minimum extent necessary to make it or its application valid and
enforceable, and the validity and enforceability of all other provisions of this Agreement and all other
applications of any such provision shall not be affected thereby. If any date herein set forth for the
performance of any obligations by either Party or for the delivery of any instrument or notice as herein
provided should be on a Saturday, Sunday or legal holiday in the state in which the Property is located,
the compliance with such obligations or delivery shall be deemed acceptable on the next business day.
DAS Facility Use Agreement Contract ID# •
Licensor: City of Miami Beach Licensee: Crown Castle Solutions LLC
Page 18 of 20
•
These terms shall have the indicated meaning when used in this Agreement: (i)including shall mean
including, without limitation; (ii)or shall mean and/or(unless indicated otherwise);and(iii)discretion
means within the applicable party's sole discretion. Further,any reference to statute, act or code shall
mean the statute,act or code as amended.
e. Entire Agreement. This Agreement constitutes the entire and final expression of the Parties hereto
with respect to the subject matter hereof and supersedes all previous agreements and understandings of
the Parties, either oral or written. This Agreement can be amended only by written agreement signed •
by the Parties.
f. Counterparts. This Agreement may be executed in multiple counterparts,each of which shall be fully
executed as an original and all of which together shall constitute one and the same instrument.
g. Sales. Any sales of equipment or other personal property under this Agreement will be made and
fulfilled by CC S&E LLC,an Affiliate of Licensee.
•
•
DAS Facility Use Agreement Contract ID#
Licensor: City of Miami Beach Licensee: Crown Castle Solutions LLC
Page 19 of 20
IN WITNESS WHEREOF, The City and Licensee have caused this Agreement to be executed by their duly
authorized representatives as of the Effective Date.
THE CITY: LICENSEE:
City of Miami Beach Crown Castle Solutions LLC
Ai,By: By:
r P 1 u l By:
Philip Le I r 13L,45
nf)
Name: '
Title: Mayor Air Title: V 6-M V`
' Date: / Date: 123 C�
i / /
%%%%%%%%%
.,
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� B&--,, s With respect to Section 20.g only:
•' 41 CCS&ELLC
_�, y$• 1.5,04. ."- /
= By: iii. �_..14ig
.INCORP ORATED= p
Name:
\,yj., . ' Title: V P614
,
tkf I ! G .4 Date: V7-30
' WITNESSED: WITN S D:
By:• 4 / By: .
Name: Ra :el E. ranado Name: So-,/4- �f j{c A // ,I
Title: Clerk Title: FA") [c.i ( c.11 n 1004--
Date: 11/.27/ If-) Date: I Z 3l/ 7
• BY /. _ L _ _ �� = _ By: a I.Jae,Q
Name: et it,A C6-ell /o Name: RIS0. UoD
Title: A`J itch, c oar d a .-I-d`-- Title: I Ji 3 I 7
r
Date: //(27 1 7 Date:
APPROVED AS TO
FORM & LANGUAGE
. 71, OTION
• 40-4, c_ Ili
J
City Attorney dti Date
DAS Facility Use Agreement Contract II)R
Licensor: City of Miami Beach Licensee: Crown Castle Solutions LLC
Page 20 of 20
Schedule 1
Property
For all purposes of this Agreement,the following terms shall be defined as follows:
Property: The Miami Beach Convention Center
1901 Convention Center Drive
•
Miami Beach,FL 33139
As more particularly described in the attached composite Schedule 1-A.
Primary Purpose: The Miami Beach Convention Center is a public facility owned by the City, which Property
may be used for any public purpose which the City, in the City's sole discretion, deems
•
appropriate. The City, independently or through a management company, may operate the
Property as a convention and meeting facility complex including, without limitation, exhibit
halls, meeting rooms, common areas, lobby areas, executive offices, storage and utility
facilities, and the entrances and loading dock areas. The Miami Beach Convention Center
encompasses more than 1,400,000 square feet, with more than 500,000 square feet of .
•
contiguous and divisible exhibit space. Surrounding the four exhibit halls are 84 meeting
• rooms with a total of 1,867,000 square feet of flexible space and one grand ballroom with a
• total of 60,000 square feet of space, two(2)junior ballrooms of 20,000 square feet each, a
20,000 square foot rooftop junior ballroom and flexible indoor/outdoor space.
•
•
•
DAS Facility Use Agreement Contract ID#
Licensor: City of Miami Beach Licensee: Crown Castle Solutions LLC
Schedule.! Property Page 1 of I
Schedule 1-A
•
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2. BEARINGS SHOWN HEREON ARE BASE UPON FLORIDA STATE PLANE COORDINATE SYSTEM, EAST ZONE NAD SKETCH" IS CORRECT AND MEETS THE STANDARDS
1983/90, REFERENCED TO THE EASTERLY RIGHT—OF—WAY LINE OF WASHINGTON AVENUE. WHICH IS ASSUMED PRAC ICE FOR SURVEYING AND MAPPING IN THE
TO BEAR N0159'16"W. STATE OF FLORIDA AS SET FORTH IN CHAPTER
472.027 (F.S.) AND CHAPTER 5J-17 OF 'HE FLORIDA
A 3. THIS SKETCH OF DESCRIPTION IS NOT VALID WVHOUT THE SIGNATURE AND THE ORIGINAL RAISED SEAL OF A ADMINISTRATIVE CODE.
it FLORIDA LICENSED SURVEYOR AND MAPPER.
I 4. THE LEGAL DESCRIPTION AND SKETCH OF DESCRIPTION IS NOT FULL AND COMPLETE WITHOUT A SHEETS L-1
THROUGH L-3.
ST
BRI . BELLINO DATE
CITY SURVEYOR MANAGER
PROFESSIONAL SURVEYOR AND MAPPER NO.4973
ti THE LEGAL DESCRIPTION AND THE
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FULL AND COMPLETE WITHOUT ALL
SHEETS(L-1 THROUGH L-3.)
MIAMI BE �C ACCEPTED BY T R L-LE CITY CENTER
WORKS DEPARTMENT 8 1
CONVENTION CENTER PROJECT NO.
+me cowverman ceNnn onrvE,wan ee.�++.Rails BRIAN T.9EWN0 OJECT
CITY SURVEYOR
■
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1
•
LEGAL DESCRIPTION
BEING AN EASEMENT LYING IN A PORTION OF SECTION 34, TOWNSHIP 53 SOUTH, RANGE 42 EAST, LOCATED IN
THE CITY OF MIAMI BEACH, MIAMI—DADE COUNTY, FLORIDA MORE PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCE AT THE POINT OF INTERSECTION OF THE NORTHERLY RIGHT OF WAY LINE OF 20TH STREET (BEING
50 FEET IN TOTAL WIDTH) AND THE EASTERLY RIGHT OF WAY LINE OF WASHINGTON AVENUE (BEING 80 FEET
IN TOTAL WIDTH) ACCORDING TO THE 'RE—SUBDIVISION OF BLOCKS G, H, J, K AND TRIANGULAR TRACT' AS
RECORDED IN PLAT BOOK 6, PAGE 102, AND THE "CITY DEED" AS RECORDED IN OFFICIAL RECORD BOOK 1388,
PAGE 155, OF THE PUBLIC RECORDS OF MIAMI—DADE COUNTY, FLORIDA; THENCE NO1'59'16"W, ALONG THE
EASTERLY RIGHT OF WAY LINE OF WASHINGTON AVENUE, A DISTANCE OF 132.33 FEET; THENCE 588'00'44"W A
DISTANCE OF 98.12 FEET TO THE POINT OF BEGINNING; THENCE SO1'59'16"E, PARALLEL WITH THE WESTERLY
RIGHT OF WAY LINE OF WASHINGTON AVE, A DISTANCE OF 1324.89 FEET; THENCE S88'00'44"W A DISTANCE OF
213.29 FEET; THENCE N 29'51'12' W A DISTANCE OF 37.99 FEET; THENCE S86'38'55'W A DISTANCE OF 629.07
FEET; THENCE NO2'05'33"E A DISTANCE OF 560.39 FEET; THENCE NO6•00'25"W A DISTANCE OF 560.39 FEET:
THENCE N64'00'37"E A DISTANCE OF 578.84 FEET; THENCE S71459'51"E A DISTANCE OF 111.03 FEET; THENCE
S18'01'39"W A DISTANCE OF 47.60 FEET; THENCE S72'23'24"E A DISTANCE OF 96.06 FEET; THENCE N63'59'26"E
A DISTANCE OF 166.42 FEET TO THE POINT OF BEGINNING.
CONTAINING 1.058,059 SQUARE FEET OR 24.2 ACRES MORE OR LESS
j
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8
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THE LEGAL DESCRIPTION AND THE
SKETCH OF DESCRIPTION IS NOT
FULL AND COMPLETE WITHOUT ALL
SHEETS(L-1 THROUGH L-3.)
ACCEPTED BY: REVISED TITLE
NIIAMIBEACH CITY CENTER L-2
c PUBLIC WORKS DEPARTMENT CONVENTION CENTER
MO COWEN not CENTER ORME.RAM BEAM 8.10100 BRIAN T.BELLING PROJECT NO.
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SCALE:1"=50' (8.5"X1 I" SHEET) FULL AND COMPLETE WITHOUT ALL
SHEETS (L-1 THROUGH L-3.)
I
MIAMI BEACH ACCEPTED BY: CITY CENTER L-3
PUBLIC WORKS DEPARTMENT Sc'6 CONVENTION CENTER
Imo CONVENTION CENTER.ORM.MINN BEACH,PI-EMO BRIAN T.BELLING PROJECT NO.
■
CITY SURVEYOR SM-2017
Schedule 2
Existing Agreements
None.
• Operating Agreements
Management Agreement between the City and Global Spectrum, L.P., dated October 7, 2013 for the management
and operation of the Property.
•
•
•
•
•
•
•
•
•
DAS Facility Use Agreement Contract ID#
Licensor: City of Miami Beach Licensee: Crown Castle Solutions LLC
Schedule 2 Existing Agreements
Page I of 1
•
Exhibit A
Sample DAS Order
DAS Order: Description'
1. Introduction. This DAS Order (this "Order"), dated effective as of the date of the last signature below
(the "Order Effective Date"), is an agreement entered into by and between City of Miami Beach (the "City")and
Crown Castle Solutions LLC ("Licensee") pursuant to the Parties' DAS Facility Use Agreement dated
(the"Agreement").
2. General Framework. All of the Agreement's terms and conditions, including any Agreement
attachments, as amended before the Order'Effective Date (if applicable), are incorporated by reference into this
Order.. Capitalized terms used but not defined in this Order have the meanings designated in the Agreement;
capitalized terms used and defined in this Order will have the meanings designated. If there is a conflict between the
Agreement's terms and conditions and this Order's terms and conditions,or this Order contains terms and conditions
not contained in the Agreement, then this Order will control over the Agreement, but only to the extent of the actual
conflict or supplemental terms.
3. DAS Order. For good,valuable, and adequate consideration, which the Parties acknowledge receiving, in
•accordance with the Agreement's terms and conditions, as supplemented or amended by this Order, Licensee
accepts a license from The City, and The City grants a license to Licensee to use: (a)the Node and other
'Attachment locations described on Exhibits 1 and 2 to this Order, (b)the Hub Site location as more particularly
'described on Exhibits 1 and 3 to this Order, and (c)the Fiber Network described on Exhibits 1 and 4 to this Order.
-. The.Node equipment to be installed at the Licensed Structures is described on Exhibit 2 to this Order.
Applicable Exhibits. The following exhibits are an integral part of this Order and are incorporated by this
. reference:
•
❑Exhibit 1 —System Description •
❑Exhibit 2—Node Equipment and Locations
❑Exhibit 3—Hub Site
•
❑Exhibit 4—Fiber Network
5. Preliminary Drawings. The Radio Space,Node,Hub Site,other Attachment and Fiber Network locations
are generally identified in the attached preliminary network drawings. During the design and installation process,
the actual locations thereof will be specifically identified and(may be changed)by mutual agreement of the Parties:. •
Pursuant to Section 7.e of the Agreement, at the completion of the System installation,the Parties covenant that.the,drawings attached to this Order, as appropriate, will be replaced and updated with as-built drawings which shall-
become a part of this Order.
6. Authorized Signatures. This Order, together with the Agreement, contains the Parties' entire agreement
regarding this Order's subject matter. Upon this Order's execution and delivery by the Parties' authorized
representatives, this Order will be binding on the Parties and is incorporated by this reference into the Agreement.
• This Order is effective on the Order Effective Date.
THE CITY LICENSEE
City of Miami Beach Crown Castle Solutions LLC
By: By:
Name: Name:
Title: Title:
DAS Facility Use Agreement Contract 1D#
Licensor: City of Miami Beach Licensee: Crown Castle Solutions.LLC
Exhibit A Sample DAS Order
Exhibit 1 Network Description Page 1 of 2
•
Date: Date:
CCS&ELLC
By:
Name:
Title:
Date:
WITNESSED: WITNESSED:
By: By:
Name: Name:
Title: Title:
Date: Date:
By: By:
' Name: Name:
Title: Title:
Date: Date:
•
DAS Facility Use Agreement Contract ID#
Licensor: City of Miami Beach Licensee: Crown Castle Solutions LLC
Page2of2
Exhibit 1
Network Description
Preliminary Network Description.
(a) Node Locations.(described in more detail in Exhibit 2 to this Order)
System Name BU# Address
(b) Hub Site Description. The Hub Site being licensed to Licensee will be located at
(described in more detail in Exhibit 3 to this Order).
• (c) Fiber Network Description. The Fiber Network will consist of fiber strands,on a
point-to-point basis,originating from the Hub Site and ending at the Node locations. A schematic
drawing of the Fiber Network is attached as Exhibit 4 to this Order.
•
•
•
•
•
•
DAS Facility Use Agreement Contract ID# •
Licensor: City of Miami Beach Licensee: Crown Castle Solutions LLC
Exhibit A Sample DAS Order
Exhibit I Network Description Page I of I
Exhibit 2
Node Equipment and Locations
•
•
•
•
•
•
DAS Facility Use Agreement Contract m#
Licensor: City of Miami Beach Licensee: Crown Castle Solutions LLC
Exhibit A Sample DAS Order
, Exhibit 2 Node Equipment and Locations Page I of I
•
Exhibit 3
Hub Site
DAS Facility Use Agreement Contract ED#
Licensor: City of Miami Beach Licensee: Crown Castle Solutions LLC
Exhibit A Sample DAS Order
Exhibit 3 Hub Site Page 1 of 1
•
Exhibit 4
Fiber Network
•
•
DAS Facility Use Agreement Contract ID#
Licensor: City of Miami Beach Licensee: Crown Castle Solutions LLC
Exhibit A Sample DAS Order
Exhibit 4 Fiber Network Page I of l
Exhibit B
Notification of Removal by Licensee
City of Miami Beach
1700 Convention Center Drive
Fourth Floor
Miami Beach,FL 33139
City Manager
Attn: Jimmy Morales
(305)374-0700 •
RE: DAS FACILITY USE AGREEMENT ("Agreement") dated by and between City of Miami Beach
("The City")and Crown Castle Solutions LLC("Licensee")
•
•
This letter shall confirm the agreement of The City and Licensee that the following Attachments were removed:
•
Node# Node location Removal Date
The DAS Orders for the above referenced Attachments are hereby modified as of the removal date set forth above. •
• THE:CITY: LICENSEE: • •
- :City ofMiami Beach Crown Castle Solutions LLC
• By: By:
Name: Name:
Title: Title:
Date: Date:
WITNESSED: • WITNESSED:
By: By:
Name: Name:
Title: Title:
Date: Date:
DAS Facility Use Agreement Contract ID#
Licensor: City of Miami Beach Licensee: Crown Castle Solutions LLC
Exhibit B Notification of Removal by Licensee Page 1 of 2
By: By:
Name: Name:
Title: Title:
Date: Date:
•
•
•
•
•
. .
•
•
•
•
•
. ,
•
DAS Facility Use Agreement Contract ID#
Licensor: Miami Beach Convention Center Licensee: Crown Castle Solutions LLC
Exhibit C Fiber Network Standards
Page 2 of 2
• . - ,
Exhibit C
Fiber Network Standards
A. Initial Minimum Standards at Installation.
All fiber connectivity will be a continuous path utilizing fusion splices from the Hub Site location(s) to the Node
location(s). Below are the industry standard specifications for the Fiber Network, Dedicated Fiber Network and
Licensee's Fiber at installation:
1. All splices must be sealed in waterproof splice enclosures.
2. The maximum bi-directional average splice loss will not exceed 0.15 dB.
3. The cable attenuation must not exceed 0.30 dB/km when measured bi-directionally at a 1550 nm
wavelength and 0.40 dB/km when measured bi-directionally at a 1310 nm wavelength.
4. The attenuation must not exceed 0.5 dB/connector at all fiber termination locations.
5. The attenuation for the wavelength region from 1525 nm to 1575 nm must not exceed the attenuation at
1550 nm by more than 0.05 dB/km.
6. The fiber strands need to be single mode fiber and conform to a minimum SMF-28 fiber specification.
7. Unless otherwise specified in the DAS Order, all fiber will be standard single mode fiber, SW-28 or
better.
Optical Time Domain Reflectometer(OTDR)testing should be performed and the results provided to Licensee as the
basis for the minimum standards(Baseline Standard)for the Fiber Network during the Term.
B. Operating Minimum Standards during Term.
The City and Licensee expect the Fiber Network, Dedicated Fiber Network and Licensee's Fiber to operate at the
Baseline Standard as set forth in Section A above.
C. Maintenance and Response to Outages.
In the event of a Fiber Network, Dedicated Fiber Network or Licensee's Fiber failure, the City or Licensee, based
upon the Party responsible for the repair, as delineated in Section 7.i, will make the repair within two(2) hours in
order for Licensee to meet its service level agreement requirements with the Wireless Carriers.
DAS Facility Use Agreement Contract ID#
Licensor: City of Miami Beach Licensee: Crown Castle Solutions LLC
Exhibit C Fiber Network Standards Page I of I
Exhibit D
DAS Fiber Optics Test MOP
]see attached]
•
•
•
•
DAS Facility Use Agreement Contract ID#
Licensor: City of Miami Beach Licensee: Crown Castle Solutions LLC
Exhibit D DAS Fiber Optics Test MOP Page 1 of 1
•
Cr e; D.AS,F(berOptics Tott MOIP
•
Cilie% CROWN
CASTLE
Distitinted Antenna System (DAS)
17e AI Hes
Fiber -;t, tic Testing
riviethod a procedure 010P) .
._ •
PG4spi mokaii.:
DAS Facility Use Agreement Contract ID#
Licensor: City of Miami Beach Licensee: Crown Castle Solutions LLC
Exhibit D DAS Fiber Optics Test MOP Page I of 7
_ • " -
' .
Fittpr Ppties.T•ot MOP-
Tablie of Contents,
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1[1. End to End Optic:1E Pilietoet‘tos.t.Tiat with OUTS 3
IV.. TI with OT011 111
V. FingTea Package
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DAS Facility Use Agreement Contract ED#
Licensor: City of Miami Beach Licensee: Crown Castle Solutions LLC
Exhibit D DAS Fiber Optics Test MOP Page 1 of 7
CROW lr
CCASTLC DAS Fiber Optics Test MOP
I. PURPOSE
1. The purpose i fthis document is to guide the ns_aller through the Crown Castle Fiber Optics test process
to waidate the integrity of the Fiber Optima cabe finks and Fiber Optics components at s DAS node and
ensure that they meet the required specrfira tsars. This Specification applies to Venues_In the event the
Crown Castle Protect Manager or Fiber Engineer eiedis to he present dunng the tests,provide
notification one 4 )week prior to testing.
#. SCOPE
1. This MOP is intended for experienced=#ter[]plies technicians with Finer Optcs test equipment training
and certification. this MOP includes details regardrgthe Fiber Optics performance requirements of a
Crown Castle DAS Fiber Optics Cabling. The technician is expected to have comprehensive knowledge
of the Fiber Optics test equipment and general Fiber Optics test methodioloiy.
2. indoor and outdoor cabling shad be verified rf accordance with ANSI/rUVEJA:be C for fber optic
testing.
II
L End to End Optical Power Loss Test with OLTS{Optical Loss Test Set)
1. The Cabling instiller shall perform Bi directional end to end attenuation testing for each single-mode
fibers at 1310 nisi and 1SSa nm for each terrnirtated fiber spin in accordance with 1 IAXIA-S2ti-7 lOPSTP
ti with an OLTS 4Optit it Loss Test Set).
2. Perform tests with one juniper method to reference she optical power source and meter.
One fumprr reformer vision layout
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Page Revision 13
DAS Facility Use Agreement Contract ID#._
Licensor: City of Miami Beach Licensee: Crown Castle Solutions LLC
Exhibit D DAS Fiber Optics Test MOP Page I of 7
COMM*QC CAM_ DAS Fiber Optics Test MOP
014111-0011410era.l1we4title
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3. Testing of the cabling shall be performed using highly test cords of the sane fiber type as the
abang under test The lest cords for OLTS testing shall be between 3 FT and 20 FT in length.
4. Each tested span must test to a value less that or equal to the value deterntried by calculating a link
loss budget.When calculating the link loss budget use the values listed below or value:provided by the
manufacturers of the products,whichever is more stringent.
IAA TVPe Los 1dA( Illonefeaptfi inn") Imp*fad
Sngle mode i(2.+1,kn+f3L5dtkorarrerbortt0_1a'sp?rc) 13 000
S•ngle mode 0 .251kn O.SGlfcainector O.1,esplicel I35O MOO
IV, Test with OTDR(Ofd.Time Domain Reflectitmeter)
1. inspect each terimmated an c mode fiber span for contumely sty and anomalies with an OWN at
11110/IS6(i am from bath drrectio s in accordance with OTt R operating maned for all table link. A
Launch(tederaroe Cable that is a memrmune of SO O FT(single-iraodej shall he utilised daring OTmt tautly
to ensure accurate results.A Madre Pie:ferenae Cable that a a minimum of SOiO FT(singl-rrrrrde(shall
be utihaed during OMR testtrig to ensure Karate results_
Tau Diagram
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LAtrttth P*Rarettta Cahn*
Cable To Tend
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Pais.4 Revision 33
DAS Facility Use Agreement Contract ID#
Licensor. City of Miami Beach Licensee: Crown Castle Solutions LLC
•
Exhibit D DAS Fiber Optics Test MOP Page 1 of 7
•
t+ ot_e DAS Fiber Optics Test MOP
2. ieflecfhae emeriti$mruiectors)shall not wed CLS dll far need ed p-a_/of eotxiteehors:
I. gilen-reiiecttre events(splices;Stull not weed O.IE&E.
4. lleflect nce on events shall be less than.SS dill
S. Optical illeturm Loss i[elrtL1 of span under tag shall be no less than 40 dll,L.
Final Test Padre
The Test Report shai be previded cn acmrdance with the requirerriemt,of this section and shall.consist of
tdre.follonwtrr:
L Calculated too gadget for each optical fiber r mk
2. End to End Clptici3 Power Loss data for each optical fiber Gra PISS result]
L. [Length of if berapttc link calculated by averagrtg lengths at beth frequencies in both directions.
91-aliret bonal*Rif Traces&reach Flier apt strand:at each wavekngth tested.
Par each test se erenae: wavelength, fiber type,. fiber manufacturer and cable model number. cable.
trumufacurers' artlenuatian specifications, measurement,dtrcctien (tgtlfront test equipment model and
serial numbers(with date.of last ca Caton),date of each test,.and a reference sett_
The 11 mal Tut!package slag the submitted to.the,mown Castle Project Manaty-rer within a days:after the
Contractor ccmplets the testing.
OMR resulis in the final test package:shall be submitted in POP fornot and mar files eea dabk trace new
software.
COLTS reestal in theflral tst,tacloge shall he submitted in POP.and excellanrats
PAS,S Ccdsinrt L.
DAS Facility Use Agreement Contract ID#
Licensor: City of Miami Beach Licensee: Crown Castle Solutions LLC
Exhibit D DAS Fiber Optics Test MOP Page 1 of 7
•
•
Exhibit E
Affidavit of Trade Secret Certification
• STATE OF
COUNTY OF
I,the undersigned,being first duly sworn,do hereby state under oath and under penalty of perjury that the following facts are
true:
1. I am over the age of eighteen and am a resident of the State of . I have personal knowledge of the
facts herein,and,if called as a witness,could testify competently thereto.
2. I am the (position) of (name of corporate entity), a
(state) (type of corporate entity), whose principal address is
("My Company").
3. My Company considers the information contained in the document(s) entitled
' (provide description of the information) •
marked as Exhibit (comprised of a total of pages)a trade secret under applicable law for the following reasons:
•
[Please explain in detail the specific element(s)or provision(s)of Florida Statutes that render the document(s)at issue a
trade secret, particularly'in view of (1) prior disclosures; (2) potential disclosures to other third-parties that may
routinely require this information(i.e.if it's a company's financial statements,such as rating agencies,sureties,lenders .
.- , and othersand(3)whether any Florida case has directly addressed this issue.
•
•
4.My Company has taken measures to prevent the disclosure of the information contained in Exhibit to anyone.other
than those who have been selected to have access for limited purposes,and[I intend/my company intends]to continue to:take
-such-measures. ' •
5. • My Company considers the information contained in Exhibit to have value and provides an advantage or an
opportunity to obtain an advantage over those who do not know or use it.
• 6. All of the information in Exhibit contained is not publicly available elsewhere and/or has not been reasonably
obtainable without My Company's consent by other persons by use of legitimate means.
7.I am the person for the City of Miami Beach,Florida to contact in the event a challenge to any information contained in this
Affidavit is received.
DAS Facility Use Agreement Contract ID#
Licensor: City of Miami Beach Licensee: Crown Castle Solutions LLC
Exhibit D DAS Fiber Optics Test MOP Page I of 7
•
Executed on this day of in County, (State).
Affiant-Full Name: ?e
Address:
Telephone:
E-mail:
Affiant Signature:
- STATE OF
COUNTY OF
-Sworn.to or affirmed and signed before me on (date)by
(Affiant).
NOTARY PUBLIC
.G.DEEDDQEDLia_' ' E un__JLJLL• L ! ' , I—D`_ uJ_!�� ��
DAS Facility Use Agreement Contract ID#
Licensor: City of Miami Beach Licensee: Crown Castle Solutions LLC
Exhibit D DAS Fiber Optics Test MOP Page I of 7