649-2020 RDA RESOLUTION NO. 649-2020
A RESOLUTION OF THE CHAIRPERSON AND MEMBERS OF THE MIAMI
BEACH REDEVELOPMENT AGENCY(RDA), APPROVING, IN SUBSTANTIAL
FORM,AMENDMENT NO. 1 TO THE ROOFTOP LEASE AGREEMENT, DATED
SEPTEMBER 9, 2015, BETWEEN THE RDA (LANDLORD) AND CROWN
CASTLE FIBER, LLC (CROWN CASTLE), AS SUCCESSOR BY MERGER TO
CROWN CASTLE NG EAST LLC, FOR THE USE OF APPROXIMATELY 3,630
SQUARE FEET ON THE ROOFTOP OF THE PARKING GARAGE (LEASED
PREMISES) LOCATED AT 1550 COLLINS AVENUE (PROPERTY) FOR THE
OPERATION OF TELECOMMUNICATIONS FACILITIES; SAID AMENDMENT,
IN MATERIAL PART, (1) APPROVING THE INSTALLATION OF ADDITIONAL
FIBER ON THE PROPERTY, TO BE CONNECTED TO CROWN'S FACILITIES
ON THE LEASED PREMISES; (2) IDENTIFYING THE LOCATION OF THE NEW
IMPROVEMENTS ON THE PROPERTY; (3) INCREASING THE RENT
PAYMENT UNDER THE AGREEMENT BY$425 PER MONTH,TO A TOTAL OF
$4,927.04 PER MONTH; (4) ACKNOWLEDGING THE TRANSFER OF
TENANT'S INTEREST IN THE AGREEMENT TO CROWN CASTLE; AND (5)
UPDATING OTHER MISCELLANEOUS PROVISIONS OF THE AGREEMENT;
AND FURTHER AUTHORIZING THE EXECUTIVE DIRECTOR AND
SECRETARY TO EXECUTE THE FINAL AMENDMENT.
WHEREAS, on September 9, 2015, the Miami Beach Redevelopment Agency (RDA) and
Crown Castle NG East LLC (Original Tenant), executed a Rooftop Lease Agreement
("Agreement"), granting Original Tenant the right to utilize 3,630 square feet of rooftop space
("Leased Premises") of a City parking garage with ground floor retail spaces, located at 1550
Collins Avenue ("Property"), for the construction, operation and maintenance of certain
telecommunications facilities; and
WHEREAS, on or about December 31, 2018, Original Tenant merged with and into Crown
Castle Fiber LLC, a New York limited liability company, with Crown Castle Fiber LLC being the
surviving entity("Tenant"); and
WHEREAS, pursuant to the terms of the Agreement, Crown Castle currently pays the RDA
$54,024.48 per year ($4,502.04 per month) for the use of the Leased Premises to install and
operate its telecommunication facilities ("Facilities"), which includes existing fiber installations,
located in a portion of the underground areas of the Property, connecting to the Facilities located
on the Leased Premises; and
WHEREAS, in order to upgrade its Facilities, which will accommodate 5G technology,
Crown Castle has requested approval to install additional conduits for fiber optics and electrical
cabling, to be installed underground, as well as the use of additional spaces (i.e. vertical and
horizontal risers and conduits) within the Property, as depicted in Exhibit "B-1" to the proposed
Amendment No. 1; and
WHEREAS, in consideration for this additional use, during the term of the Agreement,
Crown Castle will pay the RDA additional rent, in the amount of$425 per month, increasing the
total current monthly rent to $4,927.04 per month, plus applicable sales tax; and
WHEREAS,the additional access and use provided to Crown Castle will satisfy the needs
of Crown Castle to upgrade their wireless communications facilities within the City of Miami Beach
and provide current technology to its customers; and
WHEREAS,the Executive director recommends that the Chairperson and Members of the
Miami Beach Redevelopment Agency approve, in substantial form, Amendment No. 1 to the
Rooftop Lease Agreement, incorporated herein by reference and attached to the RDA
Memorandum as Attachment"A".
NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the Chairperson and Members
of the Miami Beach Redevelopment Agency (RDA) hereby approve, in substantial form,
Amendment No. 1 to the Rooftop Lease Agreement, dated September 9, 2015, between the RDA
(Landlord)and Crown Castle Fiber, LLC(Crown Castle), as successor by merger to Crown Castle
NG East LLC, for the use of approximately 3,630 square feet on the rooftop of the parking garage
(Leased Premises) located at 1550 Collins Avenue (Property) for the operation of
telecommunications Facilities; said amendment, in material part, (1) approving the installation of
additional fiber on the Property, to be connected to Crown's Facilities on the Leased Premises;
(2) identifying the location of the new improvements on the Property; (3) increasing the rent
payment under the Agreement by $425 per month, to a total of $4,927.04 per month; (4)
acknowledging the transfer of tenant's interest in the Agreement to Crown Castle; and (5)
updating other miscellaneous provisions of the Agreement; and further authorize the Executive
Director and Secretary to execute the final amendment.
PASSED AND ADOPTED this 22nd day of April, 2020.
Dan Gelber, Mayor
ATTEST:
/
Rafael E. Granado, City Clerk
APPROVED AS TO
FORM & LANGUAGE
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AMENDMENT NO. 1 TO ROOFTOP LEASE AND LICENSE AGREEMENT
BETWEEN
MIAMI BEACH REDEVELOPMENT AGENCY (RDA)
AND
CROWN CASTLE FIBER LLC
This Amendment No.1 ("Amendment") to the Rooftop Lease Agreement, dated
September 9, 2015 ("Agreement"), by and between the Miami Beach Redevelopment
Agency (RDA), a Florida redevelopment agency created under chapter 163, Florida
Statutes, having its principal place of business at 1700 Convention Center Drive, Miami
Beach, Florida 33139 (City), and Crown Castle Fiber LLC, a New York limited liability
company, as successor by merger to Crown Castle NG East LLC, and authorized to do
business in the State of Florida, having its principal place of business at 2000 Corporate
Drive, Canonsburg PA 15317 ("Tenant"), is entered into this day of
, 2020 (Effective Date):
RECITALS
WHEREAS, on September 9, 2015, the City and Crown Castle NG East LLC
(Original Tenant), executed a Rooftop Lease Agreement granting to Original Tenant the
right to construct, operate and maintain certain telecommunications facilities, as described
more fully in the Rooftop.Lease Agreement, on property owned by the City located at 1550
Collins Avenue, Miami Beach Florida ("Property"); and
WHEREAS, on or about December 31, 2018, Original Tenant merged with and into
Crown Castle Fiber LLC, a New York limited liability company, with Crown Castle Fiber
LLC being the surviving entity; and
WHEREAS, on April 22, 2020, the Mayor and City Commission adopted
Resolution No. approving, in substantial'form, Amendment No. 1 to
the Agreement, said amendment, in material part, (1) approving the installation of
additional fiber on the Property, to be connected to Crown's Facilities on the Leased
Premises; (2) identifying the location of the new improvements on the Property; (3)
increasing the rent payment under the Agreement by $425 per month, to a total of
$4,927.04 per month; (4)acknowledging the transfer of tenant's interest in the Agreement
to Crown Castle; and (5) updating other miscellaneous provisions of the Agreement.
NOW THEREFORE, in consideration of the mutual promises and conditions
contained herein, and other good and valuable consideration, the sufficiency of which is
hereby acknowledged, the RDA and Tenant hereby agree to amend the Agreement as
follows:
1. ABOVE RECITALS.
The above recitals are true and correct and are incorporated as part of this
Amendment.
ATTACHMENT "A"
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2. MODIFICATIONS.
The Agreement is hereby amended as follows:
(a) As a result of a merger process, by operation of law, the interest of Crown
Castle NG East LLC in this Agreement has merged into Crown Castle Fiber
LLC. For purposes of interpreting the Agreement, all references to Crown
Castle NG East LLC or Tenant shall hereinafter be deemed to refer to Crown
Castle Fiber LLC.
(b) The Rent under the Agreement shall be increased by$425.00 per month, plus
applicable sales tax.
(c) Section 2. Definitions — the definition of "Leased Premises" is hereby
deleted in its entirety and replaced with the following:
"Leased Premises" means that portion of the rooftop of the Building located on
the Property with the address of 1550 Collins Ave, Miami Beach, FL, consisting
of approximately 3,63.0 square feet of space on the rooftop of the Building, as
defined in Exhibit B. The Leased, Premises shall include the non-exclusive
path of access to, from and through':the Building connecting from the public
right of way(s) to the rooftop via new or existing conduits to be installed by
Tenant, and including use of underground spaces on the Property and the
Building's existing telephone distribution systems, boxes and facilities, as well
as vertical and horizontal risers and conduits in and outside the Building, for
the purposes of installing electrical power for Equipment and connecting the
Equipment to the_fiber.optic cables at the Building'sdemarcation point, as more
particularly described in Exhibit"B-1"; attached hereto and incorporated herein
by reference (the "Licensed Area").
(d) The last sentence in Section '6 of the Agreement is hereby deleted in its
entirety, as follows:
(e) Subsection (a) of Section 13, titled "Installation and Maintenance" is hereby
deleted in its entirety and replaced with the following, and the remainder of
Section 13 is hereby amended as follows:
13. Installation and Maintenance.
(a) Exhibit B includes detailed engineering plans and specifications of the Leased
Premises ("Tenant's Plans") for Lessor's approval, which approval shall not be
unreasonably withheld, conditioned or delayed. Exhibit "B-1" includes detailed
engineering plans and specifications of the Licensed Area, which approval shall
not be unreasonably withheld, conditioned or delayed. While these initial
improvements have been approved by Lessor, in its proprietary capacity, all
subsequent improvements, upgrades or maintenance ("work") performed on the
Leased Premises or Licensed Area, having a value of $ or more,
shall be subject to the consent of Lessor, which consent shall not be unreasonably
withheld or delayed, provided said work shall not unreasonably impair the Lessor's
use of its Property and is contained within the Leased Premises or Licensed Area.
In connection with these approvals, Lessor may require Tenant to post a
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construction bond and/or provide other related construction insurance coverages
which Lessor deems necessary, in Lessor's sole and reasonable discretion.
Tenant shall aQ•I for all re.uired •ermits and zonin• a•'royals necessa for the
Permitted Use, as may be required by the City of Miami Beach, and comply with
the condition of said zoning approvals or permits. Said zoning approvals and
permits are required and may not be waived. In the event Lessor does not provide
to Tenant a written request for modifications to Tenant's Plans within thirty (30)
business days of its receipt of Tenant's Plans. then Tenant's Plans shall be
deemed approved by Lessor.
(b) Tenant shall manage all engineering services, including intermodulation studies
and all site engineering and construction necessary to install, operate and maintain
Equipment on the Leased Premises and Licensed Area. The parties acknowledge
that in order to connect areas of the Leased Premises that are needed to make the
Equipment operational, Tenant shall have the right to install conduit, sleeves and
cables connecting such locations and Equipment, all as more fully described in
Exhibit B-1.
(c) Tenant or its agents shall install, construct and maintain their Equipment on the
Leased Premises arid Licensed Area at no cost to the Lessor.
(d) Tenant shall, at its expense, keep and maintain the Equipment located on the
Leased Premises and Licensed Area in good, safe, and clean order during the
Lease Term. Tenant'salterations to the Leased Premises are to be performed in
a workmanlike manner. In compliance with Section 712.10, Florida Statutes,
Tenant covenants that no mechanics', laborers' or materialmen's liens are to be
recorded against the Property. Tenant shall promptly pay for all materials supplied
and work done in respect of the Leased Premises and Licensed Area by, through,
or under Tenant so as to ensure that no lien is recorded against any portion of the
Leased Premises, Licensed Area, Property, or against Lessor's or Tenant's
interest therein. If a lien is so recorded, Tenant shall discharge it promptly by
payment or bonding. If any such lien against the Leased Premises, Licensed Area,
Property or Lessor's interest therein is recorded and not discharged by Tenant as
above required within fifteen (15) calendar days following written notice to Tenant,
Lessor shall have the right to remove such lien by bonding or payment and the
cost thereof shall be paid immediately from Tenant to Lessor. Lessor and Tenant
expressly agree and acknowledge that no interest of Lessor in the Leased
Premises or Property shall be subject to any lien for improvements made by
Tenant in or for the Leased Premises, or Licensed Area, and Lessor shall not be
liable for any lien for any improvements made by Tenant, such liability being
expressly prohibited by the terms of this Agreement. In accordance with applicable
laws of the State of Florida, Lessor has filed in the public records of Dade County,
Florida, a public notice containing a true and correct copy of this paragraph, and
Tenant hereby agrees to inform all contractors and material suppliers performing
work in or for or supplying materials to the Leased Premises or Licensed Area of
the existence of said notice. A breach of this provision may expose Tenant to
liability for damages for, among other claims, slander of title. In the event that
Lessor prevails against Tenant on any claim for equitable relief or damages,
Tenant shall be liable to Lessor for its reasonable attorney's fees and costs.
Tenant shall require all subtenants, agents, assigns, contractors, and
subcontractors to be placed on notice of this covenant and to affirm that they are
prohibited from recording liens against Lessor's Property.
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(e) All work, installations and operations in connection witk this Agreement shall
comply with all federal, state, and local laws, codes and regulations. Lessor
assumes no responsibility for the licensing, operation or maintenance of the
Equipment.
(f) Lessor shall be responsible for the structural maintenance of the Building
("Building Work"). As the Tenant's facilities are installed upon the roof of the
Building, there may come a time that repairs are needed for the roof, or roof
replacement may be required. Tenant shall be responsible for all costs associated
with temporary or permanent relocation of the Equipment during the period the roof
is being repaired or replaced. The Building and Property are adjacent to the ocean,
and in an area exposed to the elements and potential hurricane and tropical storm
events. As such, the parties agree and recognize that roof work to the Building
may be required, and provided this Agreement is not terminated pursuant to
provision 31(C), Tenant shall be solely responsible for the temporary relocation of
its Equipment during the repair or replacement. The Lessor shall not be
responsible for the Tenant's loss of signal, transmission, or services due to the
replacement or repair-of the roof.Tenant acknowledges that a-material inducement
in entering into this Agreement is Tenant's acceptance of this condition. Tenant
agrees to reasonably cooperate with Lessor to facilitate any Building Work,
provided however, to the extent practicable,the Building.Work should minimize the
effects to Tenant's Equipment, and include suggestions as to the most cost
effective measures to minimize disruption to Tenant's Equipment. Lessor agrees
to provide at least_ninety:(90) calendar days' notice to Tenant of its intention to
perform Building Work; except in the case of emergency Building Work in which
case Lessor shall give as much notice as possible under the circumstances.
(g) Lessor shall be solely responsible for ensuring, that the Building is operated in
compliance with all applicable federal, state, and local laws, codes and regulations
(the "Building Regulations"). Tenant may give Lessor written notice of its failure
to comply with said Building Regulations. In the event Lessor fails to correct said
- violation(s)of the Building Regulations within thirty(30)calendar days upon receipt
of said notice, Tenant shall be entitled, but not obligated, to cause such work to be
done as is necessary to make the Leased Premises (and the Equipment located
thereon) comply with such Building Regulations, and deduct the cost of such work
from future Rent otherwise due and payable by Tenant as set forth under this
Agreement.
(h) Tenant, and its employees, agents or invitees, shall take reasonable measures not
to damage any portion of the Building. Tenant shall be responsible for any damage
to the Building or Property caused during installation or repair of the Equipment
onto the Leased Premises or Licensed Area. Tenant shall have no duty to
reimburse Lessor for any expense associated with the normal wear and tear on
the roof, or any other expense not reasonably related to Tenant's use and
occupancy of the Leased Premises or Licensed Area.
(i) Tenant shall use only licensed contractors and subcontractors approved in writing
by Lessor to complete the construction and installation of Tenant's work at the
Leased Premises or Licensed Area, which approval shall not be unreasonably
withheld or delayed at the I eased Premises.
(f) Section 14 of the Agreement is hereby amended as follows:
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14. Personal Property/Removal/Restoration.
(a) Personal Property/Removal of Equipment. All improvements, Equipment or
other property attached to or otherwise brought onto the Leased Premises or
Licensed Area shall, at all times, remain the personal property of Tenant and,
at Tenant's option, may be removed by Tenant at any time during the Lease
Term, as more particularly described herein and in Section 13, provided,
however, the Equipment shall be removed within thirty(30) calendar days after
the termination or expiration of this Agreement pursuant to the terms of Section
25. Lessor waives any and all rights it may have, including any rights it may
have in its capacity as Lessor under this Agreement to assert any liens,
encumbrances or adverse claims, statutory or otherwise, related to or in
connection with the Equipment or a portion thereof. Tenant, in its sole
discretion may remove the Equipment or any portion of the Equipment at any
time during the Lease Term of the Agreement, provided reasonable notice is
provided to the Lessor prior to commencing the removal process, and provided
a payment and performance bond, in the amount acceptable to Lessor, is
provided to the Lessor, to secure,the repairs to the Building or Property, if
applicable. Tenant will not be requircd'to rcmovc from thc_Leased_Promiccs,
or the Property any foundation or underground utilities.
(b) Restoration. Tenant will be responsible for the replacement of any trees,
shrubs or other vegetation damaged during the removal process. Additionally,.
Tenant will restore the surface area and surrounding area to its original or
better condition,- ensuring that any hardscape and landscape that was
disturbed during the removal process look,uniform and not patched up. The
provisions of this section shall survive termination or expiration of this
Agreement.
(c) Section 16 of the Agreement is hereby amended to add the following new
paragraph at the end of the section:
However, nothing contained in this section or the Agreement shall constitute a
waiver by Lessor of its sovereign immunity or the provisions of Section 768.28,
Florida Statutes. The provisions of this section and of this indemnification shall
survive termination or expiration of this Agreement.
(d) Section 18 of the Agreement is hereby amended as follows:
18. Taxes and Assessments. Lessor shall pay all real estate taxes on the
Property. Tenant agrees to reimburse Lessor for any documented increase in
personal or ad valorem property taxes levied against the Leased Premises or
Licensed Area that are directly attributable to Tenant's use of the Leased Premises
or Licensed Area. Lessor agrees to provide Tenant any documentation evidencing
the increase and how such increase is attributable to Tenant's use of the Leased
Premises or Licensed Area. Tenant reserves the right to challenge any such
assessment, and Lessor agrees to cooperate with Tenant in connection with any
such challenge. Tenant shall pay all personal, intangible, sales or use taxes
associated with the installed Equipment on the Leased Premises.
(e) Section 20 of the Agreement is hereby amended as follows:
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20. Hazardous Material
(a) Tenant's Obligation and Indemnity. Tenant shall not (either with or without
negligence) cause or permit the escape, disposal or release of any Hazardous
Material on or from the Leased Premises or Licensed Area in any manner
prohibited by law.
(b) If Tenant or its employees, agents, or contractors shall ever violate the provisions
of subsection (a), above, then Tenant shall clean up, remove, and dispose of the
Hazardous Material causing the violation, in compliance with all applicable
governmental standards, laws, rules, and regulations and repair any damage to
the Leased Premises, Licensed Area or Property within such period of time as may
be reasonable under the circumstances after written notice by Lessor, provided
that such work shall commence not later than thirty (30) calendar days from such
notice and be diligently and continuously carried to completion by Tenant or
Tenant's designated contractors. Tenant shall notify Lessor of its method, time,
and procedure for any clean up or removal of Hazardous Materials under this
provision; and Lessor shall have the right to require reasonable changes in such
method,time, or procedure or to require the same to be done after normal business
hours if reasonably required for the protection of other tenants or occupants of the
Building or Property.
(c) Unless such claims or damages are the result of Lessor's negligence, Tenant
agrees to defend, indemnify, and hold harmless Lessor, against any and all claims,
costs, expenses, damages, judgments, penalties, costs, liability, losses, and the
like (including any and all sums paid for settlement of claims, attorneys' fees, and
consultants' and:experts'fees), which Lessor may hereafter be liable for, suffer,
incur, or pay arising under any applicable environmental laws, rules, and
regulations and resulting from or arising out of any breach of the covenants
contained in this Section 21-20, or out of any act, activity, or violation of any
applicable environmental laws, rules, and regulations on the part of Tenant, its
agents, employees, or assigns._Tenant's liability-under-this Section 20 20 shall
survive the expiration or any termination of this Agreement.
(d) Lessor's Obligation. Lessor shall not (either with or without negligence) cause or
permit the escape, disposal or release of any Hazardous Material on or from the
Property or the Leased Premises in any manner prohibited by law.
(f) Section 21 of the Agreement is hereby amended as follows:
21. Interference with Tenant's Business. Tenant shall have the non-exclusive
right to construct, install and operate Equipment that emit radio frequencies on
the Property. Lessor agrees that it will not permit the construction, installation or
operation on the Property of any equipment or device that directly interferes with
the Permitted Use; provided, however, that Tenant will operate its Equipment in
a manner that will not cause harmful interference to the public safety
communication system used by the City of Miami Beach, Florida or any other local
governmental agencies for public safety purposes ("Public Safety
Telecommunications Equipment") at or near the Property, even if the Public
Safety Communications Equipment were installed after the effective date of the
Agreement. In the event that Tenant's Equipment causes harmful interference
with any Public Safety Telecommunications Equipment, and such interference is
not cured within forty-eight(48) hours after Tenant's receipt of written notice from
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Lessor, Tenant shall, if directed by Lessor, cease operation of its Equipment until
Tenant is able to cure and eliminate the interference to the satisfaction of Lessor.
(g) Section 22 of the Agreement is hereby amended as follows:
22. Default/Payment and Performance Bond.
(a) Notice of Default; Cure Period. In the event that there is a default by Lessor or
Tenant (the "Defaulting Party") with respect to any of the material provisions of
this Agreement or Lessor's or Tenant's obligations under this Agreement, the other
party(the "Non-Defaulting Party")shall give the Defaulting Party written notice of
such default. After receipt of such written notice, the Defaulting Party shall have
thirty (30) calendar days in which to cure any monetary default and sixty (60)
calendar days in which to cure any non-monetary default. The Defaulting Party
shall have such extended periods, which shall not exceed ninety (90) days
("Extended Cure Period"), as may be required beyond the sixty (60) calendar day
cure period to cure any non-monetary default if the nature of the cure is such that
it reasonably requires more than sixty (60) calendar days to cure, and Defaulting
Party commences the cure within the sixty(60)calendar day period and thereafter
-continuously and diligently pursues the cure to completion within the Extended
Cure Period. The Non-Defaulting Party may not maintain any action or effect any
remedies for default against the Defaulting Party unless and until the Defaulting
Party has failed to cure the same within the time periods provided in this Section.
(b) Consequences of Tenant's Default. In the event that Tenant is in default beyond
the applicable periods`'set forth above, Lessor may, at its option, upon written
notice: (i) terminate this Agreement provided that Lessor has been materially and
_: -_ -•-_ e ; (ii) take any actions that are consistent with
Lessor's rights, including pursing;the collection of the Payment and Performance
Bond described in subsection (d) below; or (iii) sue forinjunctive relief, sue for
specific performance, or sue for damages. In.no event shall Tenant be liable to
Lessor for consequential, indirect, speculative or punitive damages in connection
with or arising out of any default.
(c) Consequences of Lessor's Default. In the event that Lessor is in default beyond
the applicable periods set forth above, Tenant may, at its option, upon written
notice: (i) terminate this Agreement, vacate the Leased Premises and be relieved
from all further obligations contained herein; " _- - •• -- -e e- - - - -
specified in such notice, in which case any expenditures made by Tenant in so
- • __ - - _ _ _ _ - _ _ - - ___ e--- -e; (iii) take any actions that
are consistent with Tenant's rights; or(iiiv) sue for injunctive relief, sue for specific
performance, sue for damages, or set-off from Rent any amount expended by
Tenant as a result of such default. In no event shall Lessor be liable to Tenant for
consequential, indirect, speculative or punitive damages in connection with or
arising out of any default.
(d) Payment and Performance Bond. Tenant shall, within thirty (30) days from the
Effective Date of Amendment No. 1 to the Agreement, furnish to the Executive
Director or Contract Manager a Payment and Performance Bond in the penal sum
stated below for the payment of which Tenant shall bind itself for the faithful
performance of the terms and conditions of this Agreement. A Payment and
Performance Bond, in the amount of Twenty ($2,000.00) Dollars shall be
provided by Tenanin faithful observance of his Agreement. A cash deposit
irrevocable letter of credit, or certificate of deposit may also suffice, as determined
by the Executive Director or Contract Manager, in his sole and reasonable
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discretion. The form of the Payment and Performance Bond or alternate security
shall be approved by the Executive Director or Contract Manager. In the event that
a Certificate of Deposit is approved, it shall be a Twenty Thousand ($20,000.00)
Dollar one-year Certificate of Deposit in favor of Lessor which shall be
automatically renewed,the original of which shall be held by the Contract Manager.
Tenant shall be sq required to maintain said Payment and Performance Bond or
alternate security in full force and effect throughout the Term of this Agreement.
Tenant shall have an affirmative duty to notify-the Executive Director or Contract
Manager, in writing, in the event said Payment and Performance Bond or alternate
security lapses or otherwise expires. An interest that accrues in connection with
anyfinancial instrument or sum of money referenced above shall be the property
of Tenant, except in an event of default, in which case the Lessor shall be entitled
to all interest that accrues after the date of default.
All bonds shall be written through surety insurers authorized to do business in the State
of Florida as surety, with the following qualifications as to management and financial
strength according to the latest edition of Best's Insurance Guide, published by A.M. Best
Company, Oldwick, New Jersey of B V or better.
(h) Subsection (f) of Section 23 of the Agreement is hereby amended as follows:
(f)Lessor shall have no liability to the Tenant-for future profits or-losses•in the event of
termination under this Section 2423.
(i) Section 25 of the Agreement is hereby amended as follows:
25. Surrender of the Property. Upon the expiration or early termination of this
Agreement, Tenant shall, within thirty (30) calendar days, remove its Equipment
and restore the Leased Premises and Licensed Area to its original condition,
reasonable wear and tear excepted and pursuant to the restoration provisions set
forth in subsection 14(b). Lessor and Tenant agree and acknowledge that all of
the Equipment isand shall remain the personal property of the Tenant. Subject to
- -Tenant's performance of its obligations hereunder, Tenant shall have the right to
remove the same, whether or :not said items are considered fixtures and
attachments to real property under applicable law. Tenant will not be required to
remove from the Property any foundation or underground utilities or Equipment,
unless Lessor, at its sole discretion, requires Tenant to remove such foundation or
underground utilities or Equipment.
(j) Subsection 32 of the Agreement is hereby amended as follows:
32. Sovereign Immunity, Maximum Liability, Waiver of Certain Damages and
Attorney's Fees.
(a) Lessor does not waive sovereign immunity under 768.28, Florida Statutes_
that in any action arising out of or to-cnforce this contract, the prevailing party shall
Statutes provides that the Lessor shall not be liable to pay a claim or a judgment
out of the same incident or occurrcnce, exceeds the sum of$300,000.
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(b) In any proceeding against Lessor its maximum liability to Tenant for breach of
contract shall not exceed its annual payment to Tenant for the year in which the
liability arose or$10,000.00,whichever is less. Lessor shall not be liable to Tenant
for damages, penalties or expenses in excess of its annual payment to the Tenant
for the year in which the liability arose or$10,000.00, whichever is less.
(c) Nothing contained herein shall be construed or interpreted as denying to either
party any remedy or defense available to such party under the laws of the State of
Florida or federal law. Tenant and Lessor each waives any claims that each may
have against the other with respect to consequential, incidental, punitive or special
damages, however caused, based on any theory of liability.
(k) Section 38 of the Agreement is amended as follows:
38. Record Retention. Tenant shall comply with the State of Florida public record
retention requirements and shall maintain a copy of all documents reflecting
services rendered to the Lessor for three (3) years after the termination of this
Agreement, and final payment has been made and allother pending matters are
closed. Further, Tenant shall provide access to the Lessor, or any of Lessor's duly
authorized representatives, to any books, documents,'papers, and records which
are ,,directly pertinent to. this Agreement for the purpose of making audit,
examination, excerpts and transcriptions. However, Tenant shall not be obligated
to provide to Lessor any third party agreements which Tenant has entered into with
other parties, except to the extent necessary to verify the number of tenants
occupying the Leased. Premises, which in such case, Tenant shall only be
obligated to furnish the cover and signature pages, as well as that portion of the
agreement pertaining to dates of tenancy. Notwithstanding the foregoing, Tenant
shall provide a complete copy of such third party agreements to Lessor to the
extent reasonably required by Lessor's auditor, accountant, 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. Additionally, any
- document or information, regardless of physical form, created pursuant to this
Agreement, in connection with the transaction of the Lessor's official business,
shall not be considered trade secret information including, without limitation, the
terms of this Agreement, Rent or any other payments or statements in connection
with this Agreement.
(1) A new Section 43 is hereby added to the Agreement as follows:
43. Inspector General Audit Rights
(a) Pursuant to Section 2-256 of the Code of the City of Miami Beach, the City has
established the Office of the Inspector General which may, on a random basis,
perform reviews, audits, inspections and investigations on all City contracts,
throughout the duration of said contracts. This random audit is separate and
distinct from any other audit performed by or on behalf of the City. Tenant agrees
to bound by this City Code Provision
(b) The Office of the Inspector General is authorized to investigate City affairs and
empowered to review past, present and proposed City programs, accounts,
records, contracts and transactions. In addition, the Inspector General has the
9
power to subpoena witnesses, administer oaths, require the production of
witnesses and monitor City protects and programs. Monitoring of an existing City
project or program may include a report concerning whether the project is on time,
within budget and in conformance with the contract documents and applicable law.
The Inspector General shall have the power to audit, investigate, monitor, oversee,
inspect and review operations, activities, performance and procurement process
including but not limited to project design, bid specifications, (bid/proposal)
submittals, activities of the Tenant, its officers, agents and employees, lobbyists,
City staff and elected officials to ensure compliance with the contract documents
and to detect fraud and corruption. Pursuant to Section 2-378 of the City Code,
the City is allocating a percentage of its overall annual contract expenditures to
fund the activities and operations of the Office of Inspector General.
(c) Upon ten (10) days written notice to the Tenant, the Tenant shall make all
requested records and documents available to the Inspector General for inspection
and copying. :The Inspector General is empowered to retain the services of
independent private sector auditors to audit, investigate, monitor,oversee, inspect
and review operations activities, performance and procurement process including
but not limited to project design, bid specifications (bid/proposal) submittals,
activities of the Tenant its officers, agents and employees, lobbyists, City staff and
,elected officials to ensure compliance with the contract documents and to detect
fraud and corruption.
(d) The Inspector General shall have the right to inspect and copy all documents and
records in the Tenant's possession, custody or control which in the Inspector
General's sole judgment, pertain to performance of the Agreement, including, but
not limited to original estimate files, change order estimate files, worksheets,
proposals and agreements from and with successful subcontractors and suppliers,
all project-related correspondence, memoranda, instructions,financial documents,
construction documents, (bid/proposal) and contract documents, back-change
documents, all documents and records which involve cash, trade or volume
discounts, insurance proceeds, rebates, or dividends received, payroll and
personnel records and supporting documentation for the aforesaid documents and
records.
(e) The Tenant shall make available at its office at all reasonable times the records,
materials, and other evidence regarding the acquisition (bid preparation) and
performance of this Agreement, for examination, audit, or reproduction, until three (3)
years after final payment under this Agreement or for any longer period required by
statute or by other clauses of this Agreement. In addition:
i. If this Agreement is completely or partially terminated, the Tenant shall make
available records relating to the work terminated until three(3)years after any resulting
final termination settlement; and
10
ii. The Tenant shall make available records relating to appeals or to litigation or the
settlement of claims arising under or relating to this Agreement until such appeals,
litigation, or claims are finally resolved.
(f) The provisions in this section shall apply to the Tenant, its officers, agents, employees,
subcontractors and suppliers. The Tenant shall incorporate the provisions in this
section in all subcontracts and all other agreements executed by the Tenant in
connection with the performance of this Agreement.
(g) Nothing in this section shall impair any independent right to the Lessor to conduct
audits or investigative activities. The provisions of this section are neither intended nor
shall they be construed to impose any liability on the Lessor by the Tenant or third
parties.
(h) A new Section 44 is hereby added to the Agreement as follows:
44. --No Discrimination.
In connection with the performance of the Services, the Tenant shall not exclude from
participation in, deny the benefits of, or subject to discrimination anyone on the grounds
of race, color, national origin, sex, age, disability, religion, income or family status.
Additionally, Tenant shall comply fully with the City of Miami Beach Human Rights
Ordinance, codified in Chapter 62 of the City Code, as may be amended from time to
time, prohibiting discrimination in employment, housing, public accommodations, and
public services on account of actual or perceived-race, color, national origin, religion,
sex, intersexuality, gender identity, sexual orientation, marital and familial status, age,
disability, ancestry, height, weight, domestic partner status, labor organization
membership, familial situation, or political affiliation.
(i) A new Section 45 is hereby added to the Agreement as follows:
45. Tenant's Compliance With Florida Public Records Law
(a) Tenant shall comply with Florida Public Records law under Chapter 119, Florida
Statutes, as may be amended from time to time.
(b) The term "public records" shall have the meaning set forth in Section 119.011(12),
which means all documents, papers, letters, maps, books, tapes, photographs,
films, sound recordings, data processing software, or other material, regardless of
the physical form, characteristics, or means of transmission, made or received
pursuant to law or ordinance or in connection with the transaction of official
business of the Lessor.
(c) Pursuant to Section 119.0701 of the Florida Statutes, if the Tenant meets the
definition of"Contractor" as defined in Section 119.0701(1)(a), the Tenant shall:
(1) Keep and maintain public records required by the Lessor to perform the
service;
(2) Upon request from the Lessor's custodian of public records, provide the
Lessor 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
11
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 the Tenant does not transfer the records to
the Lessor;
(4) Upon completion of the Agreement, transfer, at no cost to the Lessor, all
public records in possession of the Tenant or keep and maintain public
records required by the Lessor to perform the service. If the Tenant
transfers all public records to the Lessor upon completion of the
Agreement, the Tenant shall destroy any duplicate public records that are
exempt or confidential and exempt from public records disclosure
requirements. If the Tenant keeps and maintains public records upon
completion of the Agreement, the Tenant shall meet all applicable
requirements for retaining public records. All records stored electronically
must be provided to the Lessor, upon request from the Lessor's custodian
of public .records, in a format=:that is compatible.with ;the-information=--;
technology:systems of the Lessor :
(d:) REQUEST FOR RECORDS NONCOMPLIANCE.
(1) A request to inspector copy public'records relating to the Lessor's confract
for services must be made directly to, the Lessor. If the Lessor ddes.l not
F }
possess:=the requested records, the Lessor shall.;immediately not`if-y the
Tenant of-•the request, and:the a Tenant must provide the records Ito Ithe
Lessor=or allow-the records to be inWithin a reasbnable
or copied witonable
time. t Y t `.l
(2) ! .Tenant's :failure.to' comply :with--the-,Lessor's :request for records shall
;constitute a breach-of this`.Agreement, and the Lessor, at its sole discretion,
may: (1)-: unilaterally terminate the Agreement; (2) avail itself of !the
remedies': set forth under-a'the Agreement; and%or (3) avail itself of 'any
available remedies-at lave or in equity.
(3) A Tenant who fails to provide the public records to the Lessor within a
reasonable time may be subject to penalties under S. 119.10.
(e) CIVIL ACTION.
(1) If a civil action is filed against a Tenant to compel production of public
records relating to the Lessor's contract for services, the court shall assess
and award .against the Tenant the reasonable costs of enforcement,
including reasonable attorneys'fees, if:
a. The court determines that the Tenant 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
the Tenant has not complied with the request, to the Lessor and to the
Tenant. .
(2) A notice complies with subparagraph (1)(b) if it is sent to the Lessor's
custodian of public records and to the Tenant at the Tenant's address listed
on its contract with the Lessor or to the Tenant'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
12
format.
(3) A Tenant 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.
(f) IF THE TENANT HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO
THE TENANT'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS AGREEMENT, CONTACT THE
CUSTODIAN OF PUBLIC RECORDS AT:
MIAMI BEACH REDEVELOPMENT AGENCY
ATTENTION: RAFAEL E. GRANADO, SECRETARY
1700 CONVENTION CENTER DRIVE ,
MIAMI BEACH, FLORIDA 33139-
e..,..,..: ,.._,
'.'-'---- E-MAIL: RArkELGRANADOOMIAMIBEACHFL.GOV— 1 I
.._._, 1. 1
PHONE: 305-673-7411
I I
:.,,-, ... .1E.r....... ..-
3. RATIFICATION: -, .:e,
. ,,
,--,,,--- Except as amended herein, all otner.",:tOMS-----04-conditiOris of the Agreement shall
:.:.._, remain_Unchanged and-in\full fOrCe-arid---effeA.: In the event there is a conflict
-,-:- between the provisions of this Amendment anict-the Agreement, the provisions of
,-, t - 1
--,..---,.
this Amendment:shall govern. :::::.H. : ,,,-
..--:
i - (
, ... 1
THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.
13
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their appropriate officials, as of the date first entered above.
FOR CITY: MIAMI BEACH REDEVELOPMENT
AGENCY
ATTEST:
By:
Rafael E. Granado, Secretary Jimmy L. Morales, Executive
Director
-Date
FOR TENANT: CROWN CASTLE FIBER LLC, a
New York limited liability
company, - -
ATTEST:
By:
Witness Title
Print Name Print Name
Date
14
Exhibit "B-1"
15
•
•
NORTH ENTRANCE EAST ENTRANCE
UNDERGROUND FOOTAGE=16' UNDERGROUND FOOTAGE=292' • EAST
START
OPEN CUT TRENCH= 16' OPEN CUT TRENCH292' 00+00
E/W PULL ROPES E/W PULL ROPES
ISP FOOTAGE=252' ISP FOOTAGE=229' N
ill
NEW 2-172BCT FOC=235' NEW 2-1728CT FOC=20' V -
ATTACHED TONEW EMT NDUIT SCH WALL NEW 2 RIGID
FOC= 192' - _`AWNS AVE(SR-A1AJ EXHIBIT
NEW 2-1728CT FOC= 17' EXISTING CONDUIT _ ,W '?' yam,. -.
YELLOW INNERDUCT -�21:• ` .
NEW 2-1728CT FOC= 17' ,C,,._`;lY�,i, •
YELLOW INNERDUCT - _ �' if%
TOTAL FOOTAGE =268' TOTAL FOOTAGE =521' '1�:
NORTH ENO EAST END �,
CONNECT 2-1728CT® INS®CROWN CASTLE FDP ON I PREPARED D'
PROPOSED FDP- EXISTING RACK(LEAVE 25•COIL)
GC TO INSTALL(1)2. 6 e nj&
YELLOW C(LEAVECTBPOLL •EXISTING SHELTER �,
2-17ELL FOC(ER-DUCT ACOIL) 1�=
IT
„I GC TOI STALL(1)2.
12855 SW U7RD sT NMMI FL 88106
EMI NORTH ENTRANCE YELLOW INNER-DUCT A PULL CROWN FIBER
CORE DRILL. 2-1728CT FOC(LEAVE 200 COIL) / / CASTLE
UP FROM 2ND FLOOR 1T ,!
. CROWN CASTLE FIBER
��IMII . a 92MIAMI,FL 33174GLER 5T
I KIM
END EXISTING
J �
END EXISTING CONDUIT -
UP FROM 1ST FLOOR
PARKING 6TH FLOOR CITY OF MIAMI BEACH IIIII
IL.• NONEXCLUSIVE PATH
■ - - - RIGHT OF WAY . .l
ATTACH 1.4 EMT CONDUIT . a
TO WALLS PULL 2-I728CT I I r
FOC
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PARKING 5TH .•.•.•.III6_
■
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PULL2.1728CT FOC_ TELCO p p
THROUGH EXISTING ROOM ,I�'
CONDUIT -- P.
INSTALL NEW 112' 1 n w C
PARKING JUNCTION BOXLEM
4TH FLOOR "' I. ' E g
r - I ce . _
ATTACH 1-4•EMT CONDUIT
TO WALL A PULL 2-1728CT •'
FOO 1.1 DRAWN BY: GENXC ,
ISO • 1: CHECKED BY:JUAN M.GARCIA
PARKING 3R0 FLOOR }},, . HELTEft DRAWING DATE:3/11/2020
® _�■ �(y- : �, I SITE NUMBER
INSTALL NEW Ii _
JUNCTION BOX * PULL2-1728CT FCC ' 7� SITE NUMBER:TBD
THROUGH EXISTING ' 111 08 821 JDE NUMBER:JOE519715
OD+40 CONDUIT
CORE DRILL 80 INSTALL 1i-SCH RIGID CONDUIT -ir.i SITE NAME
ATTACH I.4•EMT CONDUIT _ 2ND FLOOR R PULL U-1T2BCT FOC - 1550 COLLINS AVE
TO WALL A PULL 2-1728CT —•- -
UROONM `BUSINESS UNIT NUMBER J
F6 03!92 'R .-
74. ®
TELCO
END OPEN CUT TRENCH _ tY ''..
00+18 EXISTING JUNCTION •`
COREDRILLWALL BOX CORE DRILL �-�- I SITE ADDRESS I
- PARKING WALL 1ST FLOOR ALLEY E 1550 COLLINS AVE
__ _ _ ___ .__ ___ ._. _ MIAMI BEACH
NORTH —�---- _ - -
., __JL,- - _.:_.__ =s _ —_ - _. .— -'lam EAST I'W _.
ASHINGTON AV , H
A ENTRANCE I�-���I I�_�� \1\�1�' �\1i=1� \I1��I --�����1\��y1�, _ _ '_ ENTRANCE .............. MIAMI,RADE
_11 11 \1 1FL
i •� =�-� 11,111�11111111,\1_1111=11_li—,1111111:_.---..-111111��r 11_1y\���111�1_I\111:- ----I- .I
SHEET TITLE
X111 f 6111 I 1�=i 11�� NORTH NORTH EAST OVERALL MAP
START END END
,1\ 00+00 02068 05+21 ISHEET NUMBER I
A OVERALL MAP R.T., 007 OF 011
PLO I UA lb J11112020 FILE NAME 10E51013 IISS0 LULLINS AS,MIAMI 11ACH1031110
Redevelopment Agency -RDA 1.
MIAMI B
COMMISSION MEMORANDUM
TO: Honorable Mayor and Members of the City Commission
FROM: Jimmy L. Morales, City Manager
DATE: April 22, 2020
9:15 a.m.
SUBJECT:A RESOLUTION OF THE CHAIRPERSON AND MEMBERS OF THE MIAMI
BEACH REDEVELOPMENT AGENCY (RDA), APPROVING, IN
SUBSTANTIAL FORM, AMENDMENT NO. 1 TO THE ROOFTOP LEASE
AGREEMENT, DATED SEPTEMBER 9, 2015, BETWEEN THE RDA
(LANDLORD) AND CROWN CASTLE FIBER, LLC (CROWN CASTLE), AS
SUCCESSOR BY MERGER TO CROWN CASTLE NG EAST LLC, FOR THE
USE OF APPROXIMATELY 3,630 SQUARE FEET ON THE ROOFTOP OF
THE PARKING GARAGE (LEASED PREMISES) LOCATED AT 1550
COLLINS AVENUE (PROPERTY) FOR THE OPERATION OF
TELECOMMUNICATIONS EQUIPMENT; SAID AMENDMENT, IN MATERIAL
PART, (1) APPROVING THE INSTALLATION OF ADDITIONAL FIBER
(UPGRADE) ON THE PROPERTY, TO BE CONNECTED TO CROWN'S
EQUIPMENT ON THE LEASED PREMISES; (2) IDENTIFYING THE
LOCATION OF THE NEW IMPROVEMENTS ON THE PROPERTY; (3)
INCREASING THE RENT PAYMENT UNDER THE AGREEMENT BY $425
PER MONTH, TO A TOTAL OF $4,927.04 PER MONTH; (4)
ACKNOWLEDGING THE TRANSFER OF TENANT'S INTEREST IN THE
AGREEMENT TO CROWN CASTLE; AND (5) UPDATING OTHER
MISCELLANEOUS PROVISIONS OF THE AGREEMENT; AND FURTHER
AUTHORIZING THE EXECUTIVE DIRECTOR AND SECRETARY TO
EXECUTE THE FINAL AMENDMENT.
RECOMMENDATION
The Administration recommends adopting the Resolution.
BACKGROUND/HISTORY
On September 9, 2015, the Miami Beach Redevelopment Agency (RDA) and Crown Castle
NG East LLC (Original Tenant), executed a Rooftop Lease Agreement("Agreement"), granting
Original Tenant the right to utilize 3,630 square feet of rooftop space ("Leased Premises") of a
City parking garage with ground floor retail spaces, located at 1550 Collins Avenue ("Property"),
for the construction, operation and maintenance of certain telecommunications facilities.
Pursuant to the terms of the Agreement, Crown Castle currently pays the RDA$54,024.48 per
year ($4,502.04.00 per month) for the use of the Leased Premises to install and operate its
telecommunication facilities ("Facilities"), which include existing fiber installations, located in a
Page 404 of 433
portion of the underground areas of the Property, which fiber connects to the Facilities located
on the Leased Premises.
ANALYSIS
In order to upgrade its Facilities to accommodate 5G technology, Crown Castle has requested
approval to install additional conduits for fiber optics and electrical cabling, to be installed
underground, as well as the use of additional spaces (i.e. vertical and horizontal risers and
conduits)within the Property, as depicted in Exhibit"B-1" to Amendment No. 1 (attached hereto
as Attachment"A").
In consideration for this additional use, during the term of the Agreement, Crown Castle will pay
the RDA additional rent, in the amount of $425 per month, increasing the total current monthly
rent to $4,927.04 per month, plus applicable sales tax.
CONCLUSION
The additional access and use provided to Crown Castle will satisfy the needs of Crown Castle
to upgrade their wireless communications facilities within the City of Miami Beach and provide
current technology to its customers. The Administration recommends that the Chairperson and
Members of the Miami Beach Redevelopment Agency approve, in substantial form,
Amendment No. 1 to the Rooftop Lease Agreement, subject to final negotiation by the
Executive Director and review by the RDA's attorney.
Applicable Area
Citywide
Is this a Resident Right to Does this item utilize G.O.
Know item? Bond Funds?
No No
Strategic Connection
Organizational Innovation- Maximize the use of innovative technology.
Legislative Tracking
Property Management
ATTACHMENTS:
Description
❑ Resolution
Page 405 of 433